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) July 613, 2011 (~~June~~July 158, 2011)

URANIUM 308 CORP.

(Exact name of registrant as specified in its ~~chapter~~charter)

Nevada (State or other jurisdiction of incorporation 000-52476 (Commission File Number) 33-1173228 (IRS Employer Identification No.)

Nevada	000-52476	33-1173228
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2808 Cowan Circle Las Vegas, NV (Address of principal executive offices) 89107 (Zip Code)

2808 Cowan Circle Las Vegas, NV	89107
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code 702-425-8662

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 ~~230~~240.~~425~~14a-12)

¨o ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(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 ~~CFR~~CRF 240.~~14a~~13e-124(c))

~~¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act~~1

(17 CFR 240.14d-2(b))

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

(17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~June~~July 1512, 2011, we entered into an Agreement for ~~the~~Conversion ~~Sale~~of ~~and~~Indebtedness ~~Assignment~~to ~~and~~Common ~~Affirmation~~Stock ~~of Obligations~~ (the “~~Assignment~~Conversion ~~& Affirmation~~ Agreement”) with one of our lenders ~~and an individual in Minnesota~~, whereby we agreed towith the ~~sale~~lender ~~and~~to ~~assignment~~convert of $3050,000 of indebtedness ~~from~~into ~~the~~5,000,000 ~~certain~~shares ~~lender~~of ~~(the~~our ~~“Assignor”)~~common tostock ~~the~~subject ~~individual~~to ~~in Minnesota (~~the ~~“Assignee”)~~terms and weconditions ~~affirmed~~of ~~our obligation to~~ the ~~Assignee~~Conversion ~~to pay the indebtedness~~Agreement.

OnThe ~~June~~foregoing ~~15,~~description ~~2011~~of ~~and in conjunction with~~ the ~~Assignment~~Conversion ~~& Affirmation~~ Agreement ofdoes ~~the~~not ~~same~~purport ~~date,~~to webe ~~entered~~complete ~~into~~and anis ~~Agreement~~qualified ~~for~~in ~~Conversion~~its ofentirety ~~Indebtedness~~by reference to ~~Common~~the ~~Stock~~form ~~(the~~of “Conversion Agreement~~”) with the Assignee~~, ~~whereby~~which wewas ~~agreed~~attached ~~with~~as ~~the~~Exhibit ~~Assignee~~10.2 to ~~convert~~ the ~~$30,000~~Form ~~indebtedness~~8-K ~~into~~filed ~~3,000,000~~on ~~shares~~July of6, ~~our~~2011, ~~common stock subject to the terms~~ and ~~conditions~~is ofincorporated ~~the~~by ~~Conversion~~reference ~~Agreement~~herein.

On June 22, 2011, 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 $75,000 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.

On June 22 2011 and in conjunction with the Assignment & Affirmation Agreement of the same date, 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 $75,000 indebtedness into 7,500,000 shares of our common stock subject to the terms and conditions of the Conversion Agreement.

On June 27, 2011, 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 $75,000 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.

On June 27 2011 and in conjunction with the Assignment & Affirmation Agreement of the same date, 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 $75,000 indebtedness into 7,500,000 shares of our common stock subject to the terms and conditions of the Conversion Agreement.

On June 28, 2011, 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 $75,000 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.

On June 28 2011 and in conjunction with the Assignment & Affirmation Agreement of the same date, 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 $75,000 indebtedness into 7,500,000 shares of our common stock subject to the terms and conditions of the Conversion Agreement.

The foregoing description of the Assignment & Affirmation Agreements do not purport to be complete and are qualified in their entirety by reference to the form of Assignment & Affirmation Agreement, which is attached hereto as Exhibit 10.1, and is incorporated by reference herein.

The foregoing description of the Conversion Agreements do not purport to be complete and are qualified in their entirety by reference to the form of Conversion Agreement, which is attached hereto as Exhibit 10.2, and is incorporated by reference herein.

On June 29, 2011, we entered into a mineral property option agreement (the “Option Agreement”) with Laberinto Holdings, S.A. (“Laberinto”), a Peruvian corporation, whereby we have the ability to acquire up to a 75% ownership interest in mineral concession number 01-02934-11 containing 100 hectares in the Pernene district, Chanchamayo, Peru, and mineral concession number 01-02933-11 containing 800 hectares in the Palca district, Tarma, Peru, both located in the Department of Junin (collectively, the “Concessions”) in exchange for: (i) the payment of US$50,000 in cash to Laberinto within two months following the execution of the Option Agreement for a 25% interest in the Concessions; (ii) the issuance of 15,000,000 shares of our restricted common stock to Laberinto upon the execution of the Option Agreement for an additional 25% interest in the Concessions; and (iii) exploration expenditures by us in our sole discretion on the Concessions in the amount of US$250,000 on or before the first anniversary of the execution of the Option Agreement for an additional 25% interest in the Concessions.

Our shares of common stock to be issued to Laberinto under the Option Agreement will not be registered under the Securities Act of 1933, as amended, or under the securities laws of any state in the United States, and will be issued in reliance upon an exemption from registration under the Securities Act of 1933. The securities may not be offered or sold in the United States absent registration under the Securities Act of 1933 or an applicable exemption from such registration requirements.

The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Option Agreement, which is attached hereto as Exhibit 10.3, and is incorporated by reference herein.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES

On July 58, 2011, we issued 315,000,000 shares of our common stock to anLaberinto ~~individual~~Holdings, inS.A. ~~Minnesota~~ pursuant to anthe ~~Agreement~~terms ~~for~~of ~~Conversion~~the ofMineral ~~Indebtedness~~Property toOption ~~Common~~Agreement ~~Stock~~between us and Laberinto Holdings, S.A., dated June 1529, 2011, ~~entered into with the individual in Minnesota at~~ a ~~price~~copy of ~~$0.01~~which ~~per~~was ~~share~~attached ~~resulting~~to in the ~~elimination~~Form of8-K ~~$30,000~~filed ~~of indebtedness~~ on ~~our~~July ~~books~~6, 2011. We believe that the issuance is exempt from registration ~~pursuant~~under toRegulation ~~Section~~S ~~3(a)(9)~~promulgated ~~and/or~~under ~~Section 4(2) of~~ the Securities Act of 1933, as amended, as the securities were issued to the entity through an offshore transaction which was negotiated and consummated outside of the United States.

3ITEM 7.01. REGULATION FD DISCLOSURE

On July 512, 2011, we issued ~~7,500,000~~a ~~shares~~press ofrelease ~~our~~providing ~~common stock to~~ an ~~individual~~update ~~in Florida pursuant~~ to ~~an Agreement for Conversion of Indebtedness to Common Stock, dated June 22 2011, entered into with~~ the ~~individual~~shareholders inregarding ~~Florida at a price of $0.01 per share resulting in the elimination of $75,000 of indebtedness on~~ our ~~books. We~~recent ~~believe that the issuance is exempt from registration pursuant to Section 3(a)(9) and/or Section 4(2) of the Securities Act of 1933, as amended~~progress.

OnA ~~July~~copy ~~5, 2011, we issued 7,500,000 shares~~ of ~~our common stock to an individual in Florida pursuant to an Agreement for Conversion of Indebtedness to Common Stock, dated June 27 2011, entered into with~~ the ~~individual~~press inrelease ~~Florida~~is atattached aas ~~price~~Exhibit ~~of $0~~99.011 ~~per share resulting in the elimination of $75,000 of indebtedness on our books~~hereto. ~~We believe that the issuance is exempt from registration pursuant to Section 3(a)(9) and/or Section 4(2) of the Securities Act of 1933, as amended.~~

On July 5, 2011, we issued 7,500,000 shares of our common stock to an individual in Florida pursuant to an Agreement for Conversion of Indebtedness to Common Stock, dated June 28 2011, entered into with the individual in Florida at a price of $0.01 per share resulting in the elimination of $75,000 of indebtedness on our books. We believe that the issuance is exempt from registration pursuant to Section 3(a)(9) and/or Section 4(2~~) of the Securities Act of 1933, as amended.~~

ITEM 8.01. OTHER EVENTS

Effective as of June 6, 2011, we entered into a consulting agreement (the “Consulting Agreement”) with Mr. Corey Sandberg of Maplegrove, Minnesota, whereby he will provide services as a strategic advisor to the Company and as more specifically set out in Schedule “A” to the Consulting Agreement for a period of six months in exchange for a consulting fee of $2,500 per month payable monthly in arrears on the last day of each month plus reimbursement of expenses related to providing the services to us. In addition, to the consulting fee and expense reimbursement, Mr. Sandberg may be entitled to an incentive bonus or stock options, which is at the sole discretion of our board of directors. The Consulting Agreement will automatically renew for one year periods unless one party provide the other with 30 days written notice of non-renewal prior to the expiry of the term.

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

On July 5, 2011, we issued a press release to announce the Option Agreement with Laberinto Holdings, S.A. A copy of the press release that discusses this matter is filed as Exhibit 99.2 to, and incorporated by reference in, this report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1		Form of Agreement for the Sale and Assignment and Affirmation of Obligations
10.2		Form of Agreement for Conversion of Indebtedness to Common Stock
10.3		Mineral Property Option Agreement, dated June 29, 2011, between Laberinto Holdings, S.A. and Uranium 308 Corp.
99.1		Consulting Agreement, dated June 6, 2011, between Uranium 308 Corp. and Corey Sandberg
99.2		Press release, dated July 5, 2011, issued by Uranium 308 Corp.

Exhibit No.

Description of Exhibit

510.1(1) Form of Agreement for Conversion of Indebtedness into Common Stock

99.1	Press release dated July 12, 2011

Notes:

(1)	Previously filed as Exhibit 10.2 to the Form 8-K filed with the SEC on July 6, 2011, and incorporated by reference herein.

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: July 613, 2011


	URANIUM 308 CORP.


	By:	/s/ Dennis Tan
	Name:	Dennis Tan
	Title:	President and a Director

EXHIBIT INDEX

Exhibit No.	Description of Exhibit	~~Description~~Page ~~of Exhibit~~Number	~~Page Number~~
10.1		Form of Agreement for the Sale and Assignment and Affirmation of Obligations	8
99.1	Press release dated July 12, 2011	6
10.2		Form of Agreement for Conversion of Indebtedness to Common Stock	15
10.3		Mineral Property Option Agreement, dated June 29, 2011, between Laberinto Holdings, S.A. and Uranium 308 Corp.	22
99.1		Consulting Agreement, dated June 6, 2011, between Uranium 308 Corp. and Corey Sandberg	38
99.2		Press release, dated July 5, 2011, issued by Uranium 308 Corp.	48

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