OMB APPROVAL

OMB Number: 3235-0060

Expires: February 28, 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~NOTE:~~Date ~~Previously~~of ~~reported~~Report at(Date ~~Item 4~~ of ~~Form~~earliest ~~10-Q~~event ~~for~~reported): ~~the~~December ~~period ended June 30~~28, 2010 ~~dated~~(December ~~August 4~~23, 2010 ~~and filed on August 9, 2010.~~)

~~Date~~STRATECO ofRESOURCES ~~Report~~INC (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~October~~in ~~29,~~its ~~2010 (May 27, 2010~~charter)

STRATECO RESOURCES INC

Québec, Canada	049942	N/A
State or other jurisdiction of incorporation	Commission File Number	(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

1225 Gay-Lussac Street, Boucherville, Québec,	J4B 7KI
(Address of principal executive offices	Zip Code

Québec, Canada	049942	00-0000000
State or other jurisdiction of incorporation	Commission File Number	(IRS Employer Identification No.)

Registrant’s telephone number, including area code

(450) 641-0775

1225 Gay-Lussac Street, Boucherville, Québec, J413 7KI

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (450) 641 0775

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 CFR 240.13e-4(c))

2DOCUMENTS INCORPORATED BY REFERENCE

~~Item 5.07 Submission of Matters to a Vote of Security Holders.~~None

~~NOTE:~~Item ~~STRATECO RESOURCES INC~~3.02 ~~(“The Company”) previously reported and filed under Item 4 of Form 10~~-QUnregistered ~~for~~Sales ~~the period ending June 30, 2010 “Submission~~ of ~~Matters~~Equity to–All aamounts ~~Vote~~are ~~of Security Holders “instead of filing it under Form 8-K pursuant to the new rules. The Company therefore repeats the same section~~ in ~~its~~Canadian ~~entirety herein so that it be filed under Form 8-K.~~dollars

~~(a) The Company’s Annual and Special Assembly of Shareholders was held at the Salon Hochelaga 4, of the Fairmont, The Queen Elizabeth Hotel, 900 René-Lévesque Blvd~~A. BROKERED ~~West,~~PRIVATE Montreal, Québec, Canada, on May 27, 2010 at 10:30 a.m. The Management and Information Circular with proxy solicitation material were sent on or about April 30, 2010 to the Company’s shareholders of record as of April 21, 2010. The Company joined as Exhibit 22, the Notice of Meeting and the Management Information Circular to its Form 10-Q for the period ended March 31, 2010.PLACEMENT

Strateco Resources Inc. (bthe “Company”) ~~The~~completed ~~following~~a ~~matters~~transaction ~~were~~on ~~submitted~~a tobought deal basis, hereafter called “Brokered Private Placement” and closing took place on December 23, 2010 between the ~~vote~~Company ofand ~~shareholders~~Dundee inSecurities ~~person~~Corporation oracting byas ~~proxy~~Lead ~~with~~Underwriter for a ~~total~~syndicate of 42the following underwriters: Led by Dundee Securities Corporation and including National Bank Financial Inc.,~~108~~ Macquarie Capital Markets Canada Ltd.,~~482~~ ~~voted~~Stonecap ~~common~~Securities ~~shares~~Inc., orHaywood aSecurities ~~percent~~Inc., ofLaurentian 34Bank Securities Inc.~~32%~~ ofand ~~the~~NCP ~~122~~Northland Capital Partners Inc.,~~695,906~~ ~~outstanding~~the ~~common~~“Underwriters”. ~~shares:~~The Brokered Private Placement was completed at arm’s length with investors.

InThe ~~the~~Company ~~following~~issued ~~table,~~or ~~the~~made ~~Company~~issuable ~~indicates~~ the ~~shareholders’~~following ~~votes~~securities ~~for~~in ~~each~~the ~~proposal~~Brokered Private Placement:

Proposal	Number of shares voted for	Percents of votes for	Number of shares voted against	Percents of votes against	Number of shares for abstention	Percents of shares for abstention	Number of shares without vote
	Number of units	Common shares	Warrants	Subscription price
Election of Directors	36,645,726	95.31%	0	0%	1,805,050	4.69%	3,657,706
Common shares (1)	6,024,100	6,024,100	3,012,050	$5,000,003
Appointment of Auditors and mandate to the Board of Directors to fix Auditors fees.	42,059,282	99.29%	0	0%	49,200	0.12%	0
Option over allotment (2)	3,615,000	3,615,000	1,807,500	$3,000,450
Reconfirmation and prolongation of Shareholders’ Rights Plan for a three-year period	38,176,651	99.29%	154,425	0.40%	119,700	0.31%	3,657,706
Flow through common shares (3)	N/A	5,263,200	N/A	$5,000,040
Total	9,639,100	14,902,300	4,819,550	$13,000,493

~~Number~~(1) At closing, in the Brokered private placement, the Underwriters purchased on a bought deal basis 6,024,100 units at the price of ~~shares~~$0.83 ~~issued~~per ~~and~~unit ~~outstanding:~~for ~~122~~gross proceeds of $5,~~695~~000,~~906~~003. Each unit consists of one common share and half of one share purchase warrant. Each whole warrant gives to the holder the right to purchase a common share at the price of $1.05 per share for a 24 month period following closing date or until December 23, 2012.

~~Number~~(2) ofAt ~~voted~~closing, ~~shares:~~the 42Underwriters exercised the over-allotment option to purchase on a bought deal basis 3,~~108~~615,~~482~~000 additional units upon the same terms and conditions for gross proceeds of $3,000,450.

~~Percent~~(3) At closing of ~~voted~~the Brokered Private placement the Underwriters purchased on a bought deal basis 5,263,200 flow-through common shares: 34at the price of $0.~~32%~~95 per share for gross proceeds of $5,000,040. The flow-through proceeds will be used by the Company to incur eligible exploration expenses on its Matoush project including Matoush, Matoush Extension, Eclat and Pacific Bay-Matoush properties and also on the Mistassini property, all located in the Province of Quebec in Canada.

~~Election~~Pursuant to the underwriting agreement, the Underwriters were entitled to fees representing 5% of ~~Directors~~the gross proceeds in the aggregate amount of $13,000,493 and received Underwriters’ fees in the aggregate amount of $650,025.

~~Shareholders~~In ~~voted~~summary, ~~in favour of~~ the ~~re-election~~Company oflisted ~~all~~on ~~directors~~the ofToronto ~~the~~Stock ~~Company~~Exchange to(TSX) ~~hold~~14,902,300 ~~office~~common ~~until~~shares ~~the~~and ~~next~~reserved ~~Annual~~for ~~Meeting~~eventual exercise of ~~shareholders~~warrants orcomprised ~~until~~in the ~~election~~Units: or4,819,550 ~~appointment~~Common ~~of their successors~~Shares. The ~~shareholders~~common ~~elected~~shares ~~for~~issued ~~the~~or ~~first~~to ~~time~~be ~~Mr.~~issued ~~Robert Marchand, who had been named~~ in athis ~~vacant~~Brokered ~~position~~Private onPlacement ~~the~~are ~~Board~~subject ofto ~~Director~~a onresale ~~March~~restriction ~~11,~~for ~~2010,~~a asperiod ~~representative~~ of ~~Sentient~~4 ~~Executive~~months ~~GP III, Limited,~~ following ~~the~~closing ~~private placement of January 27, 2010 and as reported in Form 8-K dated March 23, 2010~~date.

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~~The~~Brokered ~~Board~~Private ofPlacement ~~Directors~~exempted offrom ~~the~~registration ~~Company~~under isSecurities ~~composed of Mr. Guy Hébert, Mr. Jean-Pierre Lachance, Mr. Jean-Guy Masse, Mr. Robert Desjardins, Mr. Marcel Bergeron, Mr. Henri Lanctôt and Mr. Robert Marchand.~~Act

~~The~~For ~~results~~the ~~indicated~~Brokered ~~that~~private 36placement closed on December 23,~~645~~ 2010,~~726~~ ~~shares~~no ~~were~~form ~~voted~~of ingeneral ~~favour~~solicitation ofor general advertising, as such term is defined under the ~~proposition~~U.S. Securities Act (including advertisements, articles, notices or 95other communications published in any newspaper, magazine or similar media or broadcast over radio or television or any seminar or meeting whose attendees had been invited by general solicitation or general advertising), was used by the Company or.~~31%~~ to the best of its knowledge, any other person acting on behalf of the ~~votes~~Company on, ~~none~~in ~~against~~respect ~~and~~of aor ~~total~~in ~~number~~connection with the offer and sale of 1the common shares,~~805,050~~ ~~votes~~in ~~were~~the ~~withheld~~United States or ~~4.69%~~elsewhere or to citizens or residents of the ~~votes~~United States or elsewhere.

~~Appointment~~Neither the Company nor any person authorized to act on its behalf has sold or offered for sale any common share or solicited any offers to buy any common shares in violation of ~~Auditors~~Section 5 of the U.S. Securities Act or Canadian or other securities laws. The transactions were exempt from the registration requirements of the U.S. Securities Act and all other applicable securities laws, including Canadian securities laws. The transactions were exempt from the registration requirements of the U.S. Securities Act and all other applicable securities laws, including Canadian securities laws pursuant to sections 2.3 or 2.10 of Canadian National Instrument 45-106 entitled: Regulation 45-106 respecting prospectus and registration exemptions (“NI 45-106”) for each subscriber.

~~The shareholders appointed, PricewaterhouseCoopers, LLP, Chartered Accountants (“PricewaterhouseCoopers”~~B), NON-BROKERED asPRIVATE the Company’s principal accountants to audit the annual reports for the year ending December 31, 2010. The shareholders mandated the Board of Directors to fix the Auditors’ fees until next Annual Meeting of shareholders.PLACEMENT

The ~~results~~Company ~~indicate~~completed ~~that~~the ~~42,059,282~~transaction ~~votes~~hereafter ~~were~~called in“Non ~~favour~~Brokered ofPrivate ~~the~~Placement” ~~proposition~~and ~~for~~closing ~~the~~took ~~appointment~~place ofon ~~PricewaterhouseCoopers~~December as23, ~~Auditors~~2010 orbetween ~~99.29%~~the ofCompany ~~the~~and ~~votes~~two foreign investors, ~~none~~part ~~against~~of ~~and~~The aSentient ~~total~~Group, ~~number~~from ofa ~~49,200~~foreign ~~votes~~country ~~were~~other ~~withheld~~than orthe ~~0.12%~~United States of ~~the~~America ~~votes~~or Canada.

~~Shareholders’~~The ~~Rights~~Sentient ~~Plan~~Group is an independent equity fund manager in the natural resource sector. The Sentient Group qualifies as an insider of the Company according to rules and regulations in the province of Québec, Canada.

~~The~~Pursuant ~~Shareholders’~~to ~~Rights~~subscription ~~Plan~~agreements ~~referred~~dated toJanuary ~~and~~27, ~~summarized~~2010 inrelated ~~details~~to ~~under~~a ~~Item~~placement 5 of ~~the~~$15M ~~Management~~described ~~Information~~in ~~Circular,~~details ~~filed~~in ~~as Exhibit 22 of~~ Form 10-QK for the ~~period~~year ended ~~March~~December 31, ~~2010~~2009 ~~was~~at ~~reconfirmed~~Part ~~and~~II, ~~extended~~Item ~~for~~5, apages ~~three-year~~59 ~~period.~~to 62, The ~~results~~Sentient ~~indicate~~Group ~~38,176,651~~maintained ~~votes~~the right to participate in ~~favour~~subsequent offerings of the ~~proposition~~Company orin ~~99.29%~~order ofto ~~the~~maintain ~~votes,~~its ~~154,425~~pro ~~votes~~rata ~~against~~ownership orin ~~0.40%~~the share capital of the ~~votes~~Company ~~and~~(in ~~119,700~~assuming ~~votes~~that ~~were~~the ~~withheld~~convertible ornotes ~~0.31%~~were ofconverted ~~the~~in ~~votes~~common shares).

In choosing to participate in a parallel private placement upon the same terms and conditions than the ones entered into by the Company in the Brokered Private Placement described above, The Sentient Group was entitled to purchase 1,800,000 units at the price of $0.83 per unit for gross proceeds of $1,494,000. Each unit consists of one common share and half of one share purchase warrant. Each whole warrant gives to the holder the right to purchase a common share at the price of $1.05 per share for a 24 month period following closing date or until December 23, 2012.

After closing on December 23, 2010, The Sentient Group held an aggregate number of 2,689,474 common shares, 1,344,737 warrants and 14,905 notes convertible into 15,689,474 common shares and 7,844,737 warrants accompanying the notes. Had the convertible notes be fully converted immediately after closing on December 23, 2010, The Sentient Group would hold an interest of 18,378,948 common shares, or 11.95% of the total number of issued and outstanding shares; in the event that all the warrants were also exercised immediately after closing on December 23, 2010, The Sentient Group’s interest would increase to 25,768,422 common shares, or 15.12% of the Company’s total number of common shares issued and outstanding under these circumstances.

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In summary for the Non-Brokered Private Placement, the Company listed on the Toronto Stock Exchange (TSX) 1,800,000 common shares and reserved for eventual exercise of warrants comprised in the Units: 900,000 common shares. The common shares issued or to be issued in this Non Brokered Private Placement are subject to a resale restriction for a period of 4 months following closing date.

Non Brokered Private Placement Exempted from registration pursuant to Securities Act

For the Non Brokered Private Placement closed on December 23, 2010, no form of general solicitation or general advertising, as such term is defined under the U.S. Securities Act (including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or any seminar or meeting whose attendees had been invited by general solicitation or general advertising), was used by the Company or. to the best of its knowledge, any other person acting on behalf of the Company on, in respect of or in connection with the offer and sale of the common shares, in the United States or elsewhere or to citizens or residents of the United States or elsewhere.

Neither the Company nor any person authorized to act on its behalf has sold or offered for sale any common share or solicited any offers to buy any common shares in violation of Section 5 of the U.S. Securities Act or Canadian or other securities laws. The transactions were exempt from the registration requirements of the U.S. Securities Act and all other applicable securities laws, including Canadian securities laws. The transactions were exempt from the registration requirements of the U.S. Securities Act and all other applicable securities laws, including Canadian securities laws pursuant to sections 2.3 or 2.10 of Canadian National Instrument 45-106 entitled: Regulation 45-106 respecting prospectus and registration exemptions (“NI 45-106”) for each subscriber.

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.

	STRATECO RESOURCES INC.
	Registrant
Date: October 29, 2010	/s/ Paul Einarson, C.A., C.P.A
	Chief Financial Officer

STRATECO RESOURCES INC.

(Registrant)

Date: December 28, 2010

// (signed) Jean-Pierre Lachance

________________________________

Jean-Pierre Lachance, Exploration & Executive Vice President

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