Attached files
| file | filename |
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| EX-99.1 - URANIUM 308 CORP. | v208525_ex99-1.htm |
| EX-99.2 - URANIUM 308 CORP. | v208525_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) January 19, 2011 (January 14,
2011)
URANIUM
308 CORP.
(Exact
name of registrant as specified in its chapter)
|
Nevada
|
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000-52476
|
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33-1173228
|
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(State
or other jurisdiction
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(Commission
|
(IRS
Employer
|
||
|
of
incorporation
|
File
Number)
|
Identification
No.)
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2808 Cowan Circle
Las Vegas, NV
(Address
of principal executive offices)
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89102
(Zip
Code)
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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)
|
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¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
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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
January 17, 2011, but having an effective date of January 14, 2011, we executed
an Assignment and Assumption Agreement with one of our lenders (the “Assignor”)
and an entity in Florida (the “Assignee”), whereby the Assignor agreed to assign
and transfer $100,000 of indebtedness, which is owing from us to the Assignor,
to the Assignee and the Assignee agreed to accept such assignment subject to the
terms and conditions of the Assignment and Assumption Agreement. We
executed such Assignment and Assumption Agreement for the purpose of agreeing
and confirming the statements as to the past and current nature of the
indebtedness and the relationship with the Assignor as well as agreeing to the
assignment.
The
foregoing description of the Assignment and Assumption Agreement does not
purport to be complete and is qualified in its entirety by reference to the form
of Assignment and Assumption Agreement, which is attached hereto as Exhibit
99.1, and is incorporated herein by reference.
In
addition on January 17, 2011, but having an effective date of January 14, 2011,
and in conjunction with the Assignment and Assumption Agreement, we entered into
a Securities Settlement Agreement with the Assignee from Florida, whereby the
Assignee acquired certain indebtedness rights from the Assignor, which was owing
from us to the Assignor, and we desired to retire the debt from our books and
make an effort to improve our financial picture by exchanging the debt held by
the Assignee for conversion rights in the nature of a debenture, but in lieu of
us issuing a debenture we shall honor the exchange, payment obligation and
conversion rights pursuant to the Securities Settlement Agreement, which
arrangement has been agreed to by the parties. The conversion price
under the Securities Settlement Agreement is $0.01 per share.
The
foregoing description of the Securities Settlement Agreement does not purport to
be complete and is qualified in its entirety by reference to the form of
Securities Settlement Agreement, which is attached hereto as Exhibit 99.2, and
is incorporated herein by reference.
ITEM
3.02. UNREGISTERED SALES OF EQUITY SECURITIES
On
January 14, 2011, we issued 4,000,000 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 $40,000 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.
2
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
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Exhibit No.
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Description of Exhibit
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99.1
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Form
of Assignment and Assumption Agreement
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|
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99.2
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Form
of Securities Settlement
Agreement
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3
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
19, 2011
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URANIUM
308 CORP.
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By:
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/s/ Dennis Tan
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Name:
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Dennis
Tan
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Title:
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President
and a Director
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4
EXHIBIT
INDEX
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Exhibit No.
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Description of Exhibit
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Page Number
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99.1
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Form
of Assignment and Assumption Agreement
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6
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99.2
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Form
of Securities Settlement Agreement
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11
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5