UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 111, 2011 (~~February~~March 13, 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) 33000-~~1173228 (IRS Employer Identification No.)~~52476

2808 Cowan Circle Las Vegas, NV (Address of principal executive offices) 89102 (Zip Code)

Nevada		33-1173228
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

~~Registrant's~~2808 ~~telephone~~Cowan ~~number, including area code (866) 892-5232~~Circle

Las Vegas, Nevada 89102

(Address of principal executive offices, including 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 (see General Instruction A.2. below):

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~~CFR 240.13e-4(c))

~~ITEM~~Item 14.01. ~~ENTRY~~ ~~INTO~~Changes Ain ~~MATERIAL~~Registrant’s ~~DEFINITIVE~~Certifying ~~AGREEMENT~~Accountant.

On ~~February~~March 163, 2011, weEtania ~~entered~~Audit ~~into~~Group anP.C. ~~Agreement~~(formerly ~~for~~Davis ~~Conversion~~Accounting Group P.C.) resigned as the registered independent auditor of ~~Indebtedness~~Uranium to308 ~~Common~~Corp. In ~~Stock~~addition, on March 4, 2011, the Board of Directors of Uranium 308 Corp. (the “~~Conversion Agreement~~Company”) ~~with~~approved ~~one~~the dismissal and accepted the resignation of ~~our~~Etania ~~lenders~~Audit Group P.C. (formerly Davis Accounting Group P.C.), ~~whereby~~as weits ~~agreed~~independent ~~with~~registered public accounting firm, as Davis Accounting Group P.C. was not duly licensed when it issued an audit opinion on the ~~lender~~Company’s tofinancial ~~convert~~statements ~~$50~~included in the Company’s latest Form 10-K for the fiscal year ended December 31,~~000~~ ~~indebtedness~~2009 ~~into~~filed 5on April 16,~~000~~ 2010,~~000~~ ~~shares~~and ofaccordingly, ~~our~~those ~~common~~financial ~~stock~~statements ~~subject~~are not considered to be audited. On the ~~terms~~same date, the Board of Directors approved and authorized ~~conditions~~the engagement of the ~~Conversion~~accounting ~~Agreement~~firm of Silberstein Ungar, PLLC, as the Company’s new independent registered public accounting firm.

~~The~~Davis ~~foregoing~~Accounting ~~description~~Group ofP.C.’s (“DAG”) report on our financial statements dated March 30, 2010, for the ~~Conversion~~two ~~Agreement~~most ~~does~~recent ~~not~~fiscal ~~purport~~years toended beDecember ~~complete~~31, 2009, and is2008, ~~qualified~~did innot ~~its~~contain ~~entirety~~an byadverse ~~reference~~opinion or disclaimer of opinion, or qualification or modification as to ~~the~~uncertainty, ~~form~~audit ofscope, ~~Conversion~~or ~~Agreement~~accounting principles, ~~which~~except isthat ~~attached~~DAG’s ~~hereto~~report contained an explanatory paragraph in respect to the substantial doubt as ~~Exhibit~~to ~~99.1,~~our ~~and~~ability isto ~~incorporated~~continue ~~herein~~as bya ~~reference~~going concern.

~~ITEM~~In 3connection with the audit of our financial statements for the two most recent fiscal years ended December 31, 2009, and 2008, and in the subsequent interim periods through the effective date of resignation and dismissal on March 4, 2011, there were no disagreements, resolved or not, with Etania Audit Group P.02C. ~~UNREGISTERED~~ ~~SALES~~(formerly OFDavis ~~EQUITY~~Accounting ~~SECURITIES~~Group P.C.) on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Etania Audit Group P.C. (formerly Davis Accounting Group P.C.) would have caused them to make reference to the subject matter of the disagreements in connection with their report on the financial statements for such years.

OnDuring ~~February~~the 1,Company’s ~~2011,~~two wemost ~~issued~~recent ~~1,250,000~~fiscal ~~shares~~years ofand ~~our~~the ~~common~~period ~~stock~~through tothe ~~an entity in Florida pursuant to a Securities Settlement Agreement, dated~~ effective ~~January~~date ~~14,~~of ~~2011,~~resignation ~~entered~~and ~~into~~dismissal ~~with~~of ~~the~~Etania ~~entity~~Audit inGroup ~~Florida~~P.C. at(formerly aDavis ~~price~~Accounting ofGroup $0P.01C.) ~~per~~on ~~share~~March ~~resulting~~4, ~~in the elimination of $12~~2011,~~500~~ ofthere ~~indebtedness~~were onno ~~our~~reportable ~~books. We~~events ~~believe~~as ~~that~~described ~~the~~in ~~issuance~~Item ~~is exempt from registration under Section 4~~304(2a)(1)(v) of ~~the~~Regulation ~~Securities Act of 1933, as amended~~S-K.

OnWe ~~February~~provided ~~22,~~Etania ~~2011,~~Audit weGroup ~~issued~~P.C. ~~1,250,000~~with ~~shares~~a copy of ~~our~~this ~~common~~current ~~stock~~report toon anForm ~~entity~~8-K inprior ~~Florida~~to ~~pursuant~~its tofiling awith the Securities ~~Settlement~~and ~~Agreement~~Exchange Commission, ~~dated~~and ~~effective~~requested ~~January~~that ~~14,~~they ~~2011,~~furnish ~~entered~~us ~~into~~ with a letter addressed to the ~~entity~~Securities inand ~~Florida~~Exchange atCommission astating ~~price~~whether ofthey ~~$0.01~~agree ~~per~~with ~~share~~the ~~resulting~~statements made in ~~the~~this ~~elimination~~current ofreport ~~$12~~on Form 8-K,~~500~~ ofand ~~indebtedness~~if onnot, ~~our~~stating ~~books~~the aspects with which they do not agree. WeAs ~~believe~~of ~~that~~ the ~~issuance~~date isof ~~exempt~~this ~~from~~filing, ~~registration~~we ~~under~~have ~~Section~~not ~~4(2)~~yet ofreceived the ~~Securities~~requested ~~Act~~letter offrom ~~1933,~~Etania asAudit ~~amended~~Group P.C.

OnDuring ~~February~~the ~~25,~~two ~~2011,~~most werecent ~~issued~~fiscal ~~5,000,000~~years ~~shares~~and ofthe ~~our~~subsequent ~~common~~interim ~~stock~~periods tothrough anthe ~~individual~~effective indate ~~Singapore~~of ~~pursuant~~appointment toof anSilberstein ~~Agreement~~Ungar, ~~for~~PLLC ~~Conversion~~(“Silberstein ofUngar”), ~~Indebtedness~~on toMarch ~~Common~~4, ~~Stock~~2011, ~~dated~~we ~~February~~had 16not, ~~2011,~~nor ~~entered~~had ~~into~~any person on our behalf, consulted with Silberstein Ungar regarding either the ~~individual~~application inof ~~Singapore~~accounting atprinciples to a ~~price~~specified oftransaction, ~~$0.01~~either ~~per~~completed ~~share~~or ~~resulting~~proposed, inor the ~~elimination~~type of ~~$50,000~~audit ofopinion ~~indebtedness~~that might be rendered on our ~~books. We~~financial ~~believe~~statements, ~~that~~nor ~~the~~had ~~issuance~~Silberstein isUngar ~~exempt~~provided ~~from~~to ~~registration~~us ~~under~~a ~~Regulation~~written Sreport ~~promulgated~~or ~~under~~oral ~~the~~advice ~~Securities~~regarding ~~Act~~such ofprinciples ~~1933,~~or asaudit ~~amended,~~opinion ason any matter that was the ~~securities~~subject ~~were~~of ~~issued~~a todisagreement ~~the~~as ~~individual~~set ~~through~~forth anin ~~offshore~~Item ~~transaction~~304(a)(1)(iv) ~~which~~of ~~was~~Regulation ~~negotiated~~S-K ~~and~~or ~~consummated~~a ~~outside~~reportable event as set forth in Item 304(a)(1)(v) of ~~the~~Regulation ~~United~~S-K ~~States~~with our former independent registered public accounting firm.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Form of Agreement for Conversion of Indebtedness to Common Stock, dated February 16, 2011.
99.2(1)	Form of Securities Settlement Agreement, dated effective January 14, 2011

Notes:

(1) Previously filed as Exhibit 99.2 to the Form 8-K filed with the SEC on January 20, 2011, and incorporated herein by reference.

SIGNATURES

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

Dated: March 1, 2011


	URANIUM 308 CORP.


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

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

Date: March 11, 2011

EXHIBIT INDEX

Exhibit No.	Description of Exhibit	Page Number
99.1	Form of Agreement for Conversion of Indebtedness to Common Stock, dated February 16, 2011	6

Filing Compare · URANIUM 308 CORP.