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EX-99.1 - URANIUM 308 CORP.v206152_ex99-1.htm
EX-99.2 - URANIUM 308 CORP.v206152_ex99-2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT 
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) November 22, 2010
 
URANIUM 308 CORP.
(Exact name of registrant as specified in its chapter)
 
Nevada
(State or other jurisdiction
of incorporation
000-52476
(Commission
File Number)
33-1173228
(IRS Employer
Identification No.)
 
2808 Cowan Circle
Las Vegas, NV
(Address of principal executive offices)
89102
(Zip Code)

Registrant's telephone number, including area code   (866) 892-5232
 
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

 
 

 

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 22, 2010, we entered into an Agreement for the Sale and Assignment and Affirmation of Obligations (the “Assignment & Affirmation Agreement”) with one of our lenders and an individual in Florida, whereby we agreed to the sale and assignment of $30,000 of indebtedness from the certain lender (the “Assignor”) to the individual in Florida (the “Assignee”) and we affirmed our obligation to the Assignee to pay the indebtedness.

The foregoing description of the Assignment & Affirmation Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Assignment & Affirmation Agreement, which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

In addition, on November 22, 2010 and in conjunction with the Assignment & Affirmation Agreement, we entered into an Agreement for Conversion of Indebtedness to Common Stock (the “Conversion Agreement”) with the Assignee, whereby we agreed with the Assignee to convert the $30,000 indebtedness into 2,000,000 shares of our common stock subject to the terms and conditions of the Conversion Agreement.

The foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Conversion Agreement, which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

On November 29, 2010, we entered into an Agreement for the Sale and Assignment and Affirmation of Obligations (the “Assignment & Affirmation Agreement”) with one of our lenders and an entity in New Jersey, whereby we agreed to the sale and assignment of $30,000 of indebtedness from the certain lender (the “Assignor”) to the entity in New Jersey (the “Assignee”) and we affirmed our obligation to the Assignee to pay the indebtedness.

The foregoing description of the Assignment & Affirmation Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Assignment & Affirmation Agreement, which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

In addition, on November 29, 2010 and in conjunction with the Assignment & Affirmation Agreement, we entered into an Agreement for Conversion of Indebtedness to Common Stock (the “Conversion Agreement”) with the Assignee, whereby we agreed with the Assignee to convert the $30,000 indebtedness into 2,000,000 shares of our common stock subject to the terms and conditions of the Conversion Agreement.

The foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Conversion Agreement, which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

 
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ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES

On December 14, 2010, we issued 2,000,000 shares of our common stock to an individual in Florida pursuant to an Agreement for Conversion of Indebtedness to Common Stock, dated November 22, 2010, entered into with the individual in Florida at a price of $0.015 per share resulting in the elimination of $30,000 of indebtedness on our books.  We believe that the issuance is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.

In addition, on December 14, 2010, we issued 1,250,000 shares of our common stock to an entity in Florida pursuant to a Securities Settlement Agreement, dated effective November 12, 2010, entered into with the entity in Florida at a price of $0.01 per share resulting in the elimination of an additional $12,500 of indebtedness on our books.  We believe that the issuance is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.

Furthermore, on December 17, 2010, we issued 2,000,000 shares of our common stock to an entity in New Jersey pursuant to an Agreement for Conversion of Indebtedness to Common Stock, dated November 29, 2010, entered into with the entity in New Jersey at a price of $0.015 per share resulting in the elimination of $30,000 of indebtedness on our books.  We believe that the issuance is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits
 
Exhibit No.
 
Description of Exhibit
     
99.1
 
Form of Agreement for the Sale and Assignment and Affirmation of Obligations
     
99.2
 
Form of Agreement for Conversion of Indebtedness to Common Stock
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  December 20, 2010

 
URANIUM 308 CORP.
   
 
By:
  
/s/ Dennis Tan
 
 
Name:
Dennis Tan
 
 
Title:
President and a Director
 
 
 
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EXHIBIT INDEX

Exhibit No.
 
Description of Exhibit
 
Page Number
99.1
 
Form of Agreement for the Sale and Assignment and Affirmation of Obligations
 
6
99.2
 
Form of Agreement for Conversion of Indebtedness to Common Stock
 
13
 
 
5