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) January 6, 2011 (December 27, 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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

 
1
 
 
ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES

On December 27, 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 $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.

In addition, on January 5, 2011, 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 another $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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits
 
Exhibit No.
Description of Exhibit
 
   
99.1(1)
Form of Securities Settlement Agreement

________
Notes:

(1)
Previously filed as Exhibit 99.4 to the Form 10-Q filed with the SEC on November 22, 2010, and incorporated herein by reference.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2

 
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:  January 6, 2011
   
     
 
URANIUM 308 CORP.
     
     
 
By:
/s/ Dennis Tan            
 
Name:
Dennis Tan
 
Title:
President and a Director



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3