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     <TITLE>Uranium Hunter Corporation - Form S-8 - Prepared By TNT Filings Inc.</TITLE>
  
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  <P align=center style="margin-top: 0; margin-bottom: 0">As filed with the Securities and Exchange Commission on January
  8, 2010 </P>
  <div style="border-bottom-style: solid; border-bottom-width: 1; padding-bottom: 1">
  <P align=right style="margin-top: 0; margin-bottom: 0">REGISTRATION NO. </P>
  </div>
  <P align=center><b><font size="5">UNITED STATES<br>
  SECURITIES AND EXCHANGE COMMISSION </font>
  <font size="4"> <BR></font>
  </b>WASHINGTON, D.C. 20549
  </P>
  <P align=center><b><font size="5">FORM S-8 <BR></font></b>REGISTRATION STATEMENT <BR>UNDER <BR>THE SECURITIES
  ACT OF 1933 </P>
  <P align=center><b><U><font size="6">URANIUM HUNTER CORPORATION</font></U><font size="6"> <BR>
  </font></b>(Exact name of Registrant
  as specified in its charter) </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-right-style:none; border-right-width:medium" noWrap align=center width="33%">
      <b>NEVADA </b>
  </TD>
      <TD style="BORDER-BOTTOM: medium none #000000; ; border-left-style:none; border-left-width:medium; border-right-style:none; border-right-width:medium; border-top-style:none; border-top-width:medium" noWrap align=center width="33%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-left-style:none; border-left-width:medium" noWrap align=center width="33%">
      <b>N/A </b> </TD></TR>
    <TR vAlign=top>
      <TD noWrap align=center width="33%">(State or other jurisdiction of </TD>
      <TD noWrap align=center width="33%" style="border-top-style: none; border-top-width: medium">&nbsp;</TD>
      <TD noWrap align=center width="33%">(I.R.S. Employer Identification No.)
      </TD></TR>
    <TR vAlign=top>
      <TD noWrap align=center width="33%">incorporation or organization) </TD>
      <TD noWrap align=left width="33%">&nbsp;</TD>
      <TD noWrap align=left width="33%">&nbsp; </TD></TR></TABLE>
  <P align=center><b>First Canadian Place <BR>100 King Street West, Suite 5700
  <BR><U>Toronto, Ontario M5X 1K7 Canada</U> </b> <BR>(Address of principal executive
  offices) </P>
  <P align=center><b><U>2009 CONSULTANT STOCK OPTION, SAR AND STOCK BONUS PLAN</U>
  </b>
  <BR>(Full title of Plan) </P>
  <P align=center><b>RENO J. CALIBRIGO <BR>URANIUM HUNTER CORPORATION <br>
  First Canadian Place <BR>100 King Street West, Suite 5700
  <BR><U>Toronto, Ontario M5X 1K7 Canada</U></b> <BR>(Name and address of agent for
  service) </P>
  <P align=center><b><U>416.915.4257</U> <BR></b>(Telephone number, including area code,
  of agent for service) </P>
  <P align=center>Copies to: <BR>STEPHEN A. ZRENDA, JR. <BR>STEPHEN A. ZRENDA, JR,
  P.C. <BR>5700 NW 132 STREET <BR>OKLAHOMA CITY, OK 73142 <BR>Telephone:
  405.721.7300 </P>
  <P align=center><b>CALCULATION OF REGISTRATION FEE </b> </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD noWrap align=center><FONT size=2>Title of Securities </FONT></TD>
      <TD noWrap align=center width="1%">&nbsp;</TD>
      <TD noWrap align=center width="17%"><FONT size=2>Amount to be </FONT></TD>
      <TD noWrap align=center width="2%">&nbsp;</TD>
      <TD noWrap align=center width="1%">&nbsp;</TD>
      <TD noWrap align=center width="17%"><FONT size=2>Proposed Maximum
      </FONT></TD>
      <TD noWrap align=center width="2%">&nbsp;</TD>
      <TD noWrap align=center width="1%">&nbsp;</TD>
      <TD noWrap align=center width="17%"><FONT size=2>Proposed Maximum
      </FONT></TD>
      <TD noWrap align=center width="2%">&nbsp;</TD>
      <TD noWrap align=center width="1%">&nbsp;</TD>
      <TD noWrap align=center width="17%"><FONT size=2>Amount of </FONT></TD>
      <TD noWrap align=left width="2%">&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" noWrap align=center><FONT
        size=2>to be registered </FONT></TD>
      <TD noWrap align=center width="1%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" noWrap align=center
        width="17%"><FONT size=2>Registered(1)</FONT></TD>
      <TD noWrap align=center width="2%">&nbsp;</TD>
      <TD noWrap align=center width="1%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" noWrap align=center
        width="17%"><FONT size=2>Offering Price per Share(2)</FONT></TD>
      <TD noWrap align=center width="2%">&nbsp;</TD>
      <TD noWrap align=center width="1%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" noWrap align=center
        width="17%"><FONT size=2>Aggregate Offering Price </FONT></TD>
      <TD noWrap align=center width="2%">&nbsp;</TD>
      <TD noWrap align=center width="1%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" noWrap align=center
        width="17%"><FONT size=2>Registration Fee </FONT></TD>
      <TD noWrap align=left width="2%">&nbsp;</TD></TR>
    <TR>
      <TD align=center><FONT size=2>&nbsp; </FONT></TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><FONT size=2>&nbsp; </FONT></TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><FONT size=2>&nbsp; </FONT></TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><FONT size=2>&nbsp; </FONT></TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><FONT size=2>&nbsp; </FONT></TD>
      <TD width="2%">&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=center bgColor=#e6efff><FONT size=2>Common Stock, $.001
        </FONT><FONT size=2>par value </FONT></TD>
      <TD align=center width="1%" bgColor=#e6efff>&nbsp;</TD>
      <TD align=center width="17%" bgColor=#e6efff><FONT size=2></FONT><FONT
        size=2>20,000,000 shares </FONT></TD>
      <TD align=center width="2%" bgColor=#e6efff>&nbsp;</TD>
      <TD align=center width="1%" bgColor=#e6efff><FONT size=2></FONT></TD>
      <TD align=center width="17%" bgColor=#e6efff><FONT size=2>$&nbsp;0.018
        </FONT></TD>
      <TD align=center width="2%" bgColor=#e6efff>&nbsp;</TD>
      <TD align=center width="1%" bgColor=#e6efff><FONT size=2></FONT></TD>
      <TD align=center width="17%" bgColor=#e6efff><FONT size=2>$&nbsp;360,000
        </FONT></TD>
      <TD align=center width="2%" bgColor=#e6efff>&nbsp;</TD>
      <TD align=center width="1%" bgColor=#e6efff><FONT size=2></FONT></TD>
      <TD align=center width="17%" bgColor=#e6efff><FONT size=2>$ 26.00
      </FONT></TD>
      <TD align=left width="2%" bgColor=#e6efff>&nbsp;</TD></TR></TABLE>
  <P align=justify>(1) In addition, pursuant to Rule 416(c) under the Securities
  Act of 1933, as amended (the "Securities Act"), this Registration Statement also
  covers an indeterminate number of additional shares that may be issued in
  connection with share splits, share dividends or similar transactions. </P>
  <P align=justify>(2) Estimated pursuant to Rule 457(c) under the Securities Act,
  solely for the purpose of calculating the registration fee, based on the average
  of the bid and asked prices of the Company's common stock as reported within
  five business days prior to the date of this filing. </P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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  <P align=center>PART I </P>
  <P align=center>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS </P>
  <P align=justify>ITEM 1. PLAN INFORMATION. </P>
  <P align=justify style="text-indent: 15pt">GENERAL. The Board of Directors
  adopted the 2009 Consultant Stock Option, SAR and Stock Bonus Consultant Plan
  (the &#147;Plan&#148;) which authorized the Company through the Committee that administers
  the Plan (the "Committee") to grant non-qualified stock options with or without
  stock appreciation rights, SAR's and stock bonuses to consultants of Uranium
  Hunter Corporation (the &#147;Company&#148;). There are 20,000,000 shares of Common Stock
  of the Company available for grant to participants designated by the Committee
  under the Plan. A description of the Plan appears below. Directors, officers and
  employees of the Company are not eligible to participate in this Plan </P>
  <P align=justify style="text-indent: 15pt">DESCRIPTION OF THE PLAN. The
  Board of Directors has determined that it is necessary to retain consultants and
  to provide compensation and additional incentives for such consultants. The Plan
  permits the Committee the right to grant non-qualified stock options ("Stock
  Options") with or without stock appreciation rights ("SAR&#146;s"), SAR&#146;s and stock
  bonuses. The Board believes that the best interest of the Company will be served
  by combining the availability of both Stock Options and SAR&#146;s in certain
  instances </P>
  <P align=justify style="text-indent: 15pt">THE COMMITTEE. The Plan provides
  for the granting by the Committee of Options (with or without SAR&#146;s) and stock
  bonuses to consultants of the Company. The shares subject to the Plan will be
  registered at the Company's expense pursuant to the Securities Act of 1933, as
  amended (the "Act"), and applicable state securities acts, or will be issued by
  the Company pursuant to exemptions from the registration requirements of the Act
  and applicable state securities acts. The Plan is administered by the Board of
  Directors. The Committee administers and interprets the Plan and has authority
  to grant Options and stock bonuses to all eligible persons and determines at the
  time the Option is granted the number of shares granted under and the type of
  each Option or bonus, the purchase price, the option period and whether SAR&#146;s
  granted thereunder or at the time of exercise of the Option. </P>
  <P align=justify style="text-indent: 15pt">STOCK OPTIONS. The Plan provides
  for the issuance of non-qualified Stock Options which may be with or without SAR&#146;s, to consultants of the Company for the purchase of shares of the Company's
  Common Stock from the 20,000,000 shares which have been set aside for such
  purpose. The Committee may grant Stock Options with or without SAR&#146;s for such
  number of shares to eligible participants as the Committee from time to time
  shall determine and designate. Shares involved in the unexercised portion of any
  terminated or expired Option may again be subjected to Options, provided that to
  the extent any Option in whole or in part is surrendered as the result of the
  exercise of a SAR, the shares subject to the surrendered portion of the Option
  will no longer be available for use under the Plan. </P>
  <P align=justify style="text-indent: 15pt">The Committee is vested with
  discretion in determining the terms, restrictions and conditions of each Option.
  The option price of the Common Stock to be issued under the Plan will be
  determined by the Committee, provided such price may not be less than 85% of the
  fair market value of the shares on the date of grant. The fair market value of a
  share of the Company's Common Stock will be determined to be the closing price
  for such shares on the date of grant in the over-the-counter market (NASD
  Electronic Bulletin Board) or other market upon which the Common Stock of the
  Company actively trades.</P>
  <P align=justify style="text-indent: 15pt">Options granted under the Plan
  are exercisable in such amounts, at such intervals and upon such terms as the
  Committee shall provide in such Option. Upon the exercise of a Stock Option, the
  option price must be paid in full, in cash or in Common Stock of the Company or
  a combination of cash and Common Stock of the Company. </P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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  <P align=justify style="text-indent: 15pt">Stock Options granted under the
  Plan may not be exercised until six months after the date of the grant and
  rights under an SAR may not be exercised until six months after SAR&#146;s are
  attached to an Option if not attached at the time of the grant, except in the
  event of death or disability of the participant. Options are exercisable only by
  participants while actively employed as a consultant by the Company or a subsidiary except in the case of death or disability. In the case of disability and to the extent otherwise exercisable, Options may be exercised at any time within one year
  after the occurrence of disability. The personal representative of a deceased participant shall have one year from the date of death (but not beyond the expiration date of the Option) to exercise the exercisable portion of such Option to the extent
  that it has accrued on the date of death. If a Participant's employment as a consultant by the Company or its subsidiary terminates for any reason other than death or disability, any Option granted to such participant shall immediately terminate.
  However, a disabled participant or any other participant upon the occurrence of other special circumstances may, with the consent of the Committee, exercise an Option if the disability or other event causing termination of employment as consultant
  occurred on or after the six-month period following the date of grant, notwithstanding the fact that all installments with respect to such Option had not accrued at such date. If a participant dies or terminates as a consultant with the Company or
  its subsidiary by disability within the aforesaid six-month waiting period, the Committee may permit the personal representative of such deceased participant or the disabled participant to exercise any portion of an Option previously granted to such
  deceased or disabled participant. No Option may be exercisable after June 29, 2012. Subject to such conditions, Options will become exercisable by the participants in such amounts and at such times as shall be determined by the Committee in each
  individual grant. Options are not transferable except by will or by the laws of descent and distribution.
  </P>
  <P align="justify" style="text-indent: 15pt">
  STOCK APPRECIATION RIGHTS. Except in the case of death or disability, a SAR may not be exercised until six months after the date of grant but thereafter may be exercised and will terminate at such time as the Committee
  determines. SAR&#146;s are exercisable only upon surrender of part or all of the related Option to which they are attached. SAR&#146;s also terminate upon termination of the related Option. They may be exercised only by participants while employed
  as a consultant by the Company or its subsidiary, under the same terms and conditions as the Stock Options and like such Options, death or disability provide exceptions. See "Stock Options" above. A participant who terminates employment as a
  consultant by reason of disability or death within the six-month period following the date of grant of a SAR will automatically lose the SAR as well as the related Stock Option. However, a disabled participant, or any other participant upon the
  occurrence of other special circumstances, may, with the consent of the Committee, exercise a SAR if the disability or other event causing termination of employment as a consultant occurred on or after the six-month period following the date of
  grant notwithstanding the fact that all installments with respect to such SAR had not accrued as of such date. If a participant dies or becomes disabled which causes termination of employment as a consultant within the aforesaid six-month waiting
  period, the Committee may permit the personal representative of such deceased participant or the disabled participant to exercise any portion of a SAR previously granted to such deceased or disabled participant. Upon the exercise of a SAR, the
  holder is entitled (subject to the Committee's approval) to receive the excess of the fair market value of the shares for which the right is exercised over the option price under the related Option. </P>
  <P align="justify" style="text-indent: 15pt">
  The Committee has the authority to determine whether the value of the SAR is paid in cash or shares of Common Stock or both and whether or not the SAR may be exercised by the participant. The Committee may deny the
  exercise of the SAR, if in the Committee's opinion, the performance by the participant is unsatisfactory or the conduct of the participant has been detrimental to the Company or one of its subsidiaries. The Committee has no authority to deny the
  exercise of the underlying Stock Option pursuant to the terms of the grant. </P>
  <P align="justify" style="text-indent: 15pt">
  The utilization of SAR&#146;s will require a charge to the Company's operations for each year for the appreciation of the rights which are anticipated will be exercised. The amount of a charge is dependent upon whether
  and the extent to which such rights are granted, and the amount, if any, by which the fair market value of the Company's Common Stock exceeds the option price provided for in the related Stock Option. A similar charge will be made for Stock Options
  without SAR&#146;s. </P>
  <P align="justify" style="text-indent: 15pt">
  ADJUSTMENTS. The total number of shares of the Company's Common Stock which may be purchased through all classes of Options under the Plan and the number of shares subject to outstanding Options and the related option
  prices will be adjusted in the cases of changes in capital structure resulting from a stock dividend, recapitalization, stock split, consolidation, reorganization, combination, liquidation, stock dividend or similar transaction, except a dissolution
  or liquidation of the Company or a merger or consolidation in which the Company is not the surviving or the resulting corporation (except a reorganization which has the effect of changing the Company's place of organization) will cause the Plan and
  any Option or SAR granted thereunder to terminate upon the effective date of such dissolution, liquidation, merger or consolidation. </P>
  
  <HR noshade align="center" width="100%" size=5 color="black" style="page-break-after:always;">
  
  <!--$$/page=--><A name=page_4></A>
  <P align=justify style="text-indent: 15pt">TERMINATION AND AMENDMENT. The
  Plan terminates as of midnight on June 29, 2012, but prior thereto may be
  altered, changed, modified, amended or terminated by written amendment approved
  by the Board of Directors. Provided, that no action of the Committee may,
  without the approval of Board of Directors, increase the total amount of Common
  Stock which may be purchased under Options granted under the Plan; withdraw the
  administration of the Plan from the Committee; amend or alter the option price
  of Common Stock under the Plan; or change the manner of computing the spread
  payable by the Company to a participant upon the exercise of a SAR. No
  amendment, modification or termination of the Plan shall in any manner adversely
  affect any Option theretofore granted under the Plan without the consent of the optionee except as described under "Adjustments" above. </P>
  <P align=justify style="text-indent: 15pt">FEDERAL INCOME TAX CONSEQUENCES
  FOR U.S. CITIZENS AND U.S. RESIDENTS. A participant receiving a Stock Option
  under the Plan will not be in receipt of U.S. income under the Code and the
  applicable Treasury Regulations thereunder, upon the grant of the Option.
  However, he will realize income at the time the Option is exercised in an amount
  equal to the excess of the fair market value of the Common Stock acquired on the
  date of exercise. The amount of income realized by a participant will be treated
  as ordinary income, and the Company will be entitled to deduct that same amount.
  The tax basis of any Common Stock received by a participant will be its fair
  market value on the exercise date. </P>
  <P align=justify style="text-indent: 15pt">The granting of Stock Options
  with SAR&#146;s will not produce income under the Code and the applicable Treasury
  Regulations to the participant or and will not result in a tax deduction to the
  Company. Upon exercise of such rights, any cash a participant receives and the
  fair market value on the exercise date of any Common Stock received will be
  taxable to the participant as ordinary income. The amount of income recognized
  by a participant will be deductible by the Company. The tax basis of any Common
  Stock received by a participant will be its fair market value on the exercise
  date. </P>
  <P align=justify>ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
  INFORMATION. </P>
  <P align=justify style="text-indent: 15pt">The document(s) containing the
  information specified in Part I of Form S-8 will be sent or given to
  participants as specified by Rule 428(b)(1) promulgated by the Securities and
  Exchange Commission (the "Commission") under the Securities Act of 1933 (the
  "Securities Act"). Such document(s) are not being filed with the Commission, but
  constitute (along with the documents incorporated by reference into the
  Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
  meets the requirements of Section 10(a) of the Securities Act. </P>
  <P align=justify>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. </P>
  <P align=justify style="text-indent: 15pt">The following documents
  previously or concurrently filed by the Company with the Commission are hereby
  incorporated by reference into this Registration Statement: </P>
  <P align=justify style="text-indent: 15pt">1. The Form 10-K annual report of the Company for its fiscal
  year ended September 30, 2008; and </P>
  <P align=justify style="text-indent: 15pt">2. The Form 10-K annual report of the Company for its fiscal
  year ended September 30, 2007. </P>
  <P align=justify style="text-indent: 15pt">All of the above documents and
  documents subsequently filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed incorporated by reference into this Form S-8 Registration Statement and
  to be a part thereof from the date of the filing of such documents. Any
  statement contained in the documents incorporated, or deemed to be incorporated,
  by reference herein or therein shall be deemed to be modified or superseded for
  purposes of this Form S-8 Registration Statement and the prospectus which is a
  part hereof (the "Prospectus") to the extent that a statement contained herein
  or therein or in any other subsequently filed document which also is, or is
  deemed to be, incorporated by reference herein or therein modifies or supersedes
  such statement. Any such statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of this Form
  S-8 Registration Statement. </P>
  <P align=justify style="text-indent: 15pt">All documents incorporated by
  reference herein will be made available to all participants without charge, upon
  written or oral request. Other documents required to be delivered to
  participants pursuant to Rule 428(b)(1) under the Securities Act of 1933 are
  also available without charge, upon written or oral request. All requests for
  documents shall be directed to: </P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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  <!--$$/page=--><A name=page_5></A>
  <P align=center>RENO J. CALIBRIGO <BR>URANIUM HUNTER CORPORATION <BR>First
  Canadian Place <BR>100 King Street West, Suite 5700 <BR>Toronto, Ontario M5X 1K7
  Canada </P>
  <P align=justify>ITEM 4. DESCRIPTION OF SECURITIES </P>
  <P align=justify style="text-indent: 15pt">Not applicable. </P>
  <P align=justify>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL </P>
  <P align=justify style="text-indent: 15pt">Not applicable. </P>
  <P align=justify>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS </P>
  <P align=justify style="text-indent: 15pt">The Company is a Nevada
  corporation. Title 7, Chapter 78.138 of the Nevada Corporation Law provides
  authority for broad indemnification of officers, directors, employees and agents
  of a corporation, with certain specified exceptions. </P>
  <P align=justify style="text-indent: 15pt">Section IX of the Amended and Restated By-Laws of the Company
  provide for very broad indemnification of the directors, officers, employees and
  agents of the Company, including advances for costs and for the costs of their
  successful defense. </P>
  <P align=justify style="text-indent: 15pt">At the present time, the Company
  does not have any officer-director liability insurance although permitted by
  Nevada law and by the By-Laws, nor does the Company have indemnification
  agreements with any of its directors, officers, employees or agents. </P>
  <P align=justify>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED </P>
  <P align=justify style="text-indent: 15pt">Not Applicable. </P>
  <P align=justify>ITEM 8. EXHIBITS </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left >(3)(i) </TD>
      <TD align=left width="90%">Articles of Incorporation of the Company are
        incorporated herein by reference to Exhibit 3.1 to the Form SB-2
        registration statement of the Company filed on February 11, 2005 </TD></TR>
    <TR>
      <TD >&nbsp; </TD>
      <TD width="90%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left >(3)(ii) </TD>
      <TD align=left width="90%">Certificate of Change to Articles of Amendment
        of the Company is incorporated herein by reference to Exhibit 3.3 to the
        Form SB-2 registration statement of the Company </TD></TR>
    <TR>
      <TD >&nbsp; </TD>
      <TD width="90%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left >(3)(iii) </TD>
      <TD align=left width="90%">Certificate of Change to Articles of Amendment
        of the Company is incorporated herein by reference to Exhibit 3.4 to the
        Form SB-2 registration statement of the Company </TD></TR>
    <TR>
      <TD >&nbsp; </TD>
      <TD width="90%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left >(3)(iv) </TD>
      <TD align=left width="90%">Certificate of Change to Articles of Amendment
        of the Company is incorporated herein by reference to Exhibit 3.5 to the
        Form SB-2 registration statement of the Company </TD></TR>
    <TR>
      <TD >&nbsp; </TD>
      <TD width="90%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left >(3)(v) </TD>
      <TD align=left width="90%">The Amended and Restated By-Laws of the Company
        are incorporated herein by reference to Exhibit 3.1 of the Form 8-K
        current report of the Company filed January 3, 2007 </TD></TR></TABLE>
  <P align=justify>In addition, see the Exhibit Index following the signature page
  in this Registration Statement. </P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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  <!--$$/page=--><A name=page_6></A>
  <P align=justify>ITEM 9. UNDERTAKINGS </P>
  <P align=justify>(a) The undersigned Company hereby undertakes: </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD width="5%"  >&nbsp;</TD>
      <TD vAlign=top width="5%">(1) </TD>
      <TD>
        <P align=justify>To file, during any period in which offers or sales are
        being made, a post-effective amendment to the Registration Statement to:
        (i) include any prospectus required by Section 10(a)(3) of the Securities
        Act; (ii) reflect in the prospectus any facts or events arising after the
        effective date of the Registration Statement which, individually or in the
        aggregate, represent a fundamental change in the information set forth in
        the Registration Statement; and notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total dollar
        value of securities offered would not exceed that which was registered)
        and any deviation from the low or high end of the estimated maximum
        offering range may be selected in the form of a prospectus filed with the
        Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
        volume and price represent no more than a 20 percent change in the maximum
        aggregate offering price set forth in the "Calculation of Registration"
        table in the effective registration statement; and (iii) include any
        material information with respect to the plan of distribution not
        previously disclosed in the Registration Statement or any material change
        to such information in the Registration Statement, provided however, that
        provisions (i) and (ii) of this undertaking are inapplicable if the
        information to be filed thereunder is contained in periodic reports filed
        by the Company pursuant to the Exchange Act that are incorporated by
        reference into the Registration Statement; </P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>
        <P align=justify>&nbsp;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">(2) </TD>
      <TD>
        <P align=justify>That, for the purpose of determining any liability under
        the Securities Act, each such post-effective amendment shall be deemed to
        be a new registration statement relating to the securities offered therein
        and the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof; and </P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>
        <P align=justify>&nbsp;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">(3) </TD>
      <TD>
        <P align=justify>To remove from registration by means of post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering. </P></TD></TR></TABLE>
  <P align=justify>(b) Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers, and controlling
  persons of the Company pursuant to the foregoing provisions, or otherwise, the
  Company has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and,
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than director, officer or controlling person in
  the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Company will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue. </P>
  <P align=justify>(c) The Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the Company's
  annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in
  Registration Statement shall be deemed to be a new Registration Statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof. </P>
  <P align=center>SIGNATURES </P>
  <P align=justify style="text-indent: 15pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of
  the Securities Act, the Registrant has duly caused this Registration Statement
  to be signed on its behalf by the undersigned, thereunto duly authorized, in the
  City of Toronto, Canada on January 8, 2010. </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD noWrap align=left >&nbsp;</TD>
      <TD noWrap align=left width="50%">URANIUM HUNTER CORPORATION </TD></TR>
    <TR>
      <TD >&nbsp;</TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR>
      <TD >&nbsp;</TD>
      <TD width="50%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD noWrap align=left >&nbsp;</TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" noWrap align=left
        width="50%">By: /s/ Reno J. Calibrigo </TD></TR>
    <TR vAlign=top>
      <TD noWrap align=left >&nbsp;</TD>
      <TD noWrap align=left width="50%">&nbsp; &nbsp; &nbsp; &nbsp;Reno J.
        Calibrigo, President </TD></TR></TABLE><BR>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_7></A>
  <P align=center>URANIUM HUNTER CORPORATION </P>
  <P align=center>EXHIBIT INDEX TO <BR>FORM S-8 REGISTRATION STATEMENT </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD noWrap align=left width="10%" style="border-bottom-style: solid; border-bottom-width: 1" >EXHIBIT NO. </TD>
      <TD noWrap align=left width="2%" >&nbsp;</TD>
      <TD noWrap align=left width="80%" style="border-bottom-style: solid; border-bottom-width: 1">DESCRIPTION </TD></TR>
    <TR vAlign=top>
      <TD noWrap align=left bgColor=#e6efff width="10%" style="border-top-style: solid; border-top-width: 1" >
      <a href="exh5.htm" style="text-decoration: none">5. </a> </TD>
      <TD noWrap align=left width="2%" bgcolor="#E6EFFF" >&nbsp;</TD>
      <TD noWrap align=left width="80%" bgColor=#e6efff style="border-top-style: solid; border-top-width: 1">
      <a href="exh5.htm" style="text-decoration: none">Opinion of Stephen A.
        Zrenda, Jr., P.C. </a> </TD></TR>
    <TR vAlign=top>
      <TD noWrap align=left width="10%" ><a href="exh101.htm" style="text-decoration: none">10.1
      </a> </TD>
      <TD noWrap align=left width="2%" >&nbsp;</TD>
      <TD noWrap align=left width="80%">
      <a href="exh101.htm" style="text-decoration: none">2009 Consultant Stock Option, SAR and
        Stock Bonus Plan </a> </TD></TR>
    <TR vAlign=top>
      <TD noWrap align=left bgColor=#e6efff width="10%" >
      <a href="exh231.htm" style="text-decoration: none">23.1 </a> </TD>
      <TD noWrap align=left bgcolor="#E6EFFF" width="2%" >&nbsp;</TD>
      <TD noWrap align=left bgColor=#e6efff>
      <a href="exh231.htm" style="text-decoration: none">Consent of Stephen A.
        Zrenda, Jr., P.C. </a> </TD></TR>
    <TR vAlign=top>
      <TD noWrap align=left width="10%" ><a href="exh232.htm" style="text-decoration: none">23.2
      </a> </TD>
      <TD noWrap align=left width="2%" >&nbsp;</TD>
      <TD noWrap align=left><a href="exh232.htm" style="text-decoration: none">Consent of Schwartz Levitsky Feldman LLP
      </a>
      </TD></TR></TABLE><BR>
  <HR align=center width="100%" color=black noShade SIZE=5>
  
  </BODY>
  
  </HTML>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "forms8.htm", "description": "FORM S-8", "secsgml_size_bytes": 35360}]
metadata_filer: {"company-data": {"conformed-name": "Uranium Hunter CORP", "cik": "0001316854", "assigned-sic": "1090", "irs-number": "000000000", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-164349", "film-number": "10528716"}, "business-address": {"street1": "70 EAST BEAVER CREEK", "street2": "UNIT 30", "city": "RICHMOND HILL", "state": "A6", "zip": "L4B3B2", "phone": "905-882-7076"}, "mail-address": {"street1": "70 EAST BEAVER CREEK", "street2": "UNIT 30", "city": "RICHMOND HILL", "state": "A6", "zip": "L4B3B2"}, "former-company": {"former-conformed-name": "Brownsville CO", "date-changed": "20050207"}}
text: Uranium Hunter Corporation - Form S-8 - Prepared By TNT Filings Inc.
  As filed with the Securities and Exchange Commission on January
  8, 2010
  REGISTRATION NO.
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  FORM S-8
  REGISTRATION STATEMENT
  UNDER
  THE SECURITIES
  ACT OF 1933
  URANIUM HUNTER CORPORATION
  (Exact name of Registrant
  as specified in its charter)
  NEVADA
  N/A
  (State or other jurisdiction of
  (I.R.S. Employer Identification No.)
  incorporation or organization)
  First Canadian Place
  100 King Street West, Suite 5700
  Toronto, Ontario M5X 1K7 Canada
  (Address of principal executive
  offices)
  2009 CONSULTANT STOCK OPTION, SAR AND STOCK BONUS PLAN
  (Full title of Plan)
  RENO J. CALIBRIGO
  URANIUM HUNTER CORPORATION
  First Canadian Place
  100 King Street West, Suite 5700
  Toronto, Ontario M5X 1K7 Canada
  (Name and address of agent for
  service)
  416.915.4257
  (Telephone number, including area code,
  of agent for service)
  Copies to:
  STEPHEN A. ZRENDA, JR.
  STEPHEN A. ZRENDA, JR,
  P.C.
  5700 NW 132 STREET
  OKLAHOMA CITY, OK 73142
  Telephone:
  405.721.7300
  CALCULATION OF REGISTRATION FEE
  Title of Securities
  Amount to be
  Proposed Maximum
  Proposed Maximum
  Amount of
  to be registered
  Registered(1)
  Offering Price per Share(2)
  Aggregate Offering Price
  Registration Fee
  Common Stock, $.001
  par value
  20,000,000 shares
  $ 0.018
  $ 360,000
  $ 26.00
  (1) In addition, pursuant to Rule 416(c) under the Securities
  Act of 1933, as amended (the "Securities Act"), this Registration Statement also
  covers an indeterminate number of additional shares that may be issued in
  connection with share splits, share dividends or similar transactions.
  (2) Estimated pursuant to Rule 457(c) under the Securities Act,
  solely for the purpose of calculating the registration fee, based on the average
  of the bid and asked prices of the Company's common stock as reported within
  five business days prior to the date of this filing.
  PART I
  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  ITEM 1. PLAN INFORMATION.
  GENERAL. The Board of Directors
  adopted the 2009 Consultant Stock Option, SAR and Stock Bonus Consultant Plan
  (the "Plan") which authorized the Company through the Committee that administers
  the Plan (the "Committee") to grant non-qualified stock options with or without
  stock appreciation rights, SAR's and stock bonuses to consultants of Uranium
  Hunter Corporation (the "Company"). There are 20,000,000 shares of Common Stock
  of the Company available for grant to participants designated by the Committee
  under the Plan. A description of the Plan appears below. Directors, officers and
  employees of the Company are not eligible to participate in this Plan
  DESCRIPTION OF THE PLAN. The
  Board of Directors has determined that it is necessary to retain consultants and
  to provide compensation and additional incentives for such consultants. The Plan
  permits the Committee the right to grant non-qualified stock options ("Stock
  Options") with or without stock appreciation rights ("SAR's"), SAR's and stock
  bonuses. The Board believes that the best interest of the Company will be served
  by combining the availability of both Stock Options and SAR's in certain
  instances
  THE COMMITTEE. The Plan provides
  for the granting by the Committee of Options (with or without SAR's) and stock
  bonuses to consultants of the Company. The shares subject to the Plan will be
  registered at the Company's expense pursuant to the Securities Act of 1933, as
  amended (the "Act"), and applicable state securities acts, or will be issued by
  the Company pursuant to exemptions from the registration requirements of the Act
  and applicable state securities acts. The Plan is administered by the Board of
  Directors. The Committee administers and interprets the Plan and has authority
  to grant Options and stock bonuses to all eligible persons and determines at the
  time the Option is granted the number of shares granted under and the type of
  each Option or bonus, the purchase price, the option period and whether SAR's
  granted thereunder or at the time of exercise of the Option.
  STOCK OPTIONS. The Plan provides
  for the issuance of non-qualified Stock Options which may be with or without SAR's, to consultants of the Company for the purchase of shares of the Company's
  Common Stock from the 20,000,000 shares which have been set aside for such
  purpose. The Committee may grant Stock Options with or without SAR's for such
  number of shares to eligible participants as the Committee from time to time
  shall determine and designate. Shares involved in the unexercised portion of any
  terminated or expired Option may again be subjected to Options, provided that to
  the extent any Option in whole or in part is surrendered as the result of the
  exercise of a SAR, the shares subject to the surrendered portion of the Option
  will no longer be available for use under the Plan.
  The Committee is vested with
  discretion in determining the terms, restrictions and conditions of each Option.
  The option price of the Common Stock to be issued under the Plan will be
  determined by the Committee, provided such price may not be less than 85% of the
  fair market value of the shares on the date of grant. The fair market value of a
  share of the Company's Common Stock will be determined to be the closing price
  for such shares on the date of grant in the over-the-counter market (NASD
  Electronic Bulletin Board) or other market upon which the Common Stock of the
  Company actively trades.
  Options granted under the Plan
  are exercisable in such amounts, at such intervals and upon such terms as the
  Committee shall provide in such Option. Upon the exercise of a Stock Option, the
  option price must be paid in full, in cash or in Common Stock of the Company or
  a combination of cash and Common Stock of the Company.
  Stock Options granted under the
  Plan may not be exercised until six months after the date of the grant and
  rights under an SAR may not be exercised until six months after SAR's are
  attached to an Option if not attached at the time of the grant, except in the
  event of death or disability of the participant. Options are exercisable only by
  participants while actively employed as a consultant by the Company or a subsidiary except in the case of death or disability. In the case of disability and to the extent otherwise exercisable, Options may be exercised at any time within one year
  after the occurrence of disability. The personal representative of a deceased participant shall have one year from the date of death (but not beyond the expiration date of the Option) to exercise the exercisable portion of such Option to the extent
  that it has accrued on the date of death. If a Participant's employment as a consultant by the Company or its subsidiary terminates for any reason other than death or disability, any Option granted to such participant shall immediately terminate.
  However, a disabled participant or any other participant upon the occurrence of other special circumstances may, with the consent of the Committee, exercise an Option if the disability or other event causing termination of employment as consultant
  occurred on or after the six-month period following the date of grant, notwithstanding the fact that all installments with respect to such Option had not accrued at such date. If a participant dies or terminates as a consultant with the Company or
  its subsidiary by disability within the aforesaid six-month waiting period, the Committee may permit the personal representative of such deceased participant or the disabled participant to exercise any portion of an Option previously granted to such
  deceased or disabled participant. No Option may be exercisable after June 29, 2012. Subject to such conditions, Options will become exercisable by the participants in such amounts and at such times as shall be determined by the Committee in each
  individual grant. Options are not transferable except by will or by the laws of descent and distribution.
  STOCK APPRECIATION RIGHTS. Except in the case of death or disability, a SAR may not be exercised until six months after the date of grant but thereafter may be exercised and will terminate at such time as the Committee
  determines. SAR's are exercisable only upon surrender of part or all of the related Option to which they are attached. SAR's also terminate upon termination of the related Option. They may be exercised only by participants while employed
  as a consultant by the Company or its subsidiary, under the same terms and conditions as the Stock Options and like such Options, death or disability provide exceptions. See "Stock Options" above. A participant who terminates employment as a
  consultant by reason of disability or death within the six-month period following the date of grant of a SAR will automatically lose the SAR as well as the related Stock Option. However, a disabled participant, or any other participant upon the
  occurrence of other special circumstances, may, with the consent of the Committee, exercise a SAR if the disability or other event causing termination of employment as a consultant occurred on or after the six-month period following the date of
  grant notwithstanding the fact that all installments with respect to such SAR had not accrued as of such date. If a participant dies or becomes disabled which causes termination of employment as a consultant within the aforesaid six-month waiting
  period, the Committee may permit the personal representative of such deceased participant or the disabled participant to exercise any portion of a SAR previously granted to such deceased or disabled participant. Upon the exercise of a SAR, the
  holder is entitled (subject to the Committee's approval) to receive the excess of the fair market value of the shares for which the right is exercised over the option price under the related Option.
  The Committee has the authority to determine whether the value of the SAR is paid in cash or shares of Common Stock or both and whether or not the SAR may be exercised by the participant. The Committee may deny the
  exercise of the SAR, if in the Committee's opinion, the performance by the participant is unsatisfactory or the conduct of the participant has been detrimental to the Company or one of its subsidiaries. The Committee has no authority to deny the
  exercise of the underlying Stock Option pursuant to the terms of the grant.
  The utilization of SAR's will require a charge to the Company's operations for each year for the appreciation of the rights which are anticipated will be exercised. The amount of a charge is dependent upon whether
  and the extent to which such rights are granted, and the amount, if any, by which the fair market value of the Company's Common Stock exceeds the option price provided for in the related Stock Option. A similar charge will be made for Stock Options
  without SAR's.
  ADJUSTMENTS. The total number of shares of the Company's Common Stock which may be purchased through all classes of Options under the Plan and the number of shares subject to outstanding Options and the related option
  prices will be adjusted in the cases of changes in capital structure resulting from a stock dividend, recapitalization, stock split, consolidation, reorganization, combination, liquidation, stock dividend or similar transaction, except a dissolution
  or liquidation of the Company or a merger or consolidation in which the Company is not the surviving or the resulting corporation (except a reorganization which has the effect of changing the Company's place of organization) will cause the Plan and
  any Option or SAR granted thereunder to terminate upon the effective date of such dissolution, liquidation, merger or consolidation.
  TERMINATION AND AMENDMENT. The
  Plan terminates as of midnight on June 29, 2012, but prior thereto may be
  altered, changed, modified, amended or terminated by written amendment approved
  by the Board of Directors. Provided, that no action of the Committee may,
  without the approval of Board of Directors, increase the total amount of Common
  Stock which may be purchased under Options granted under the Plan; withdraw the
  administration of the Plan from the Committee; amend or alter the option price
  of Common Stock under the Plan; or change the manner of computing the spread
  payable by the Company to a participant upon the exercise of a SAR. No
  amendment, modification or termination of the Plan shall in any manner adversely
  affect any Option theretofore granted under the Plan without the consent of the optionee except as described under "Adjustments" above.
  FEDERAL INCOME TAX CONSEQUENCES
  FOR U.S. CITIZENS AND U.S. RESIDENTS. A participant receiving a Stock Option
  under the Plan will not be in receipt of U.S. income under the Code and the
  applicable Treasury Regulations thereunder, upon the grant of the Option.
  However, he will realize income at the time the Option is exercised in an amount
  equal to the excess of the fair market value of the Common Stock acquired on the
  date of exercise. The amount of income realized by a participant will be treated
  as ordinary income, and the Company will be entitled to deduct that same amount.
  The tax basis of any Common Stock received by a participant will be its fair
  market value on the exercise date.
  The granting of Stock Options
  with SAR's will not produce income under the Code and the applicable Treasury
  Regulations to the participant or and will not result in a tax deduction to the
  Company. Upon exercise of such rights, any cash a participant receives and the
  fair market value on the exercise date of any Common Stock received will be
  taxable to the participant as ordinary income. The amount of income recognized
  by a participant will be deductible by the Company. The tax basis of any Common
  Stock received by a participant will be its fair market value on the exercise
  date.
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
  INFORMATION.
  The document(s) containing the
  information specified in Part I of Form S-8 will be sent or given to
  participants as specified by Rule 428(b)(1) promulgated by the Securities and
  Exchange Commission (the "Commission") under the Securities Act of 1933 (the
  "Securities Act"). Such document(s) are not being filed with the Commission, but
  constitute (along with the documents incorporated by reference into the
  Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
  meets the requirements of Section 10(a) of the Securities Act.
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  The following documents
  previously or concurrently filed by the Company with the Commission are hereby
  incorporated by reference into this Registration Statement:
  1. The Form 10-K annual report of the Company for its fiscal
  year ended September 30, 2008; and
  2. The Form 10-K annual report of the Company for its fiscal
  year ended September 30, 2007.
  All of the above documents and
  documents subsequently filed by the Company with the Commission pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed incorporated by reference into this Form S-8 Registration Statement and
  to be a part thereof from the date of the filing of such documents. Any
  statement contained in the documents incorporated, or deemed to be incorporated,
  by reference herein or therein shall be deemed to be modified or superseded for
  purposes of this Form S-8 Registration Statement and the prospectus which is a
  part hereof (the "Prospectus") to the extent that a statement contained herein
  or therein or in any other subsequently filed document which also is, or is
  deemed to be, incorporated by reference herein or therein modifies or supersedes
  such statement. Any such statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of this Form
  S-8 Registration Statement.
  All documents incorporated by
  reference herein will be made available to all participants without charge, upon
  written or oral request. Other documents required to be delivered to
  participants pursuant to Rule 428(b)(1) under the Securities Act of 1933 are
  also available without charge, upon written or oral request. All requests for
  documents shall be directed to:
  RENO J. CALIBRIGO
  URANIUM HUNTER CORPORATION
  First
  Canadian Place
  100 King Street West, Suite 5700
  Toronto, Ontario M5X 1K7
  Canada
  ITEM 4. DESCRIPTION OF SECURITIES
  Not applicable.
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  Not applicable.
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  The Company is a Nevada
  corporation. Title 7, Chapter 78.138 of the Nevada Corporation Law provides
  authority for broad indemnification of officers, directors, employees and agents
  of a corporation, with certain specified exceptions.
  Section IX of the Amended and Restated By-Laws of the Company
  provide for very broad indemnification of the directors, officers, employees and
  agents of the Company, including advances for costs and for the costs of their
  successful defense.
  At the present time, the Company
  does not have any officer-director liability insurance although permitted by
  Nevada law and by the By-Laws, nor does the Company have indemnification
  agreements with any of its directors, officers, employees or agents.
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  Not Applicable.
  ITEM 8. EXHIBITS
  (3)(i)
  Articles of Incorporation of the Company are
        incorporated herein by reference to Exhibit 3.1 to the Form SB-2
        registration statement of the Company filed on February 11, 2005
  (3)(ii)
  Certificate of Change to Articles of Amendment
        of the Company is incorporated herein by reference to Exhibit 3.3 to the
        Form SB-2 registration statement of the Company
  (3)(iii)
  Certificate of Change to Articles of Amendment
        of the Company is incorporated herein by reference to Exhibit 3.4 to the
        Form SB-2 registration statement of the Company
  (3)(iv)
  Certificate of Change to Articles of Amendment
        of the Company is incorporated herein by reference to Exhibit 3.5 to the
        Form SB-2 registration statement of the Company
  (3)(v)
  The Amended and Restated By-Laws of the Company
        are incorporated herein by reference to Exhibit 3.1 of the Form 8-K
        current report of the Company filed January 3, 2007
  In addition, see the Exhibit Index following the signature page
  in this Registration Statement.
  ITEM 9. UNDERTAKINGS
  (a) The undersigned Company hereby undertakes:
  (1)
  To file, during any period in which offers or sales are
        being made, a post-effective amendment to the Registration Statement to:
        (i) include any prospectus required by Section 10(a)(3) of the Securities
        Act; (ii) reflect in the prospectus any facts or events arising after the
        effective date of the Registration Statement which, individually or in the
        aggregate, represent a fundamental change in the information set forth in
        the Registration Statement; and notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total dollar
        value of securities offered would not exceed that which was registered)
        and any deviation from the low or high end of the estimated maximum
        offering range may be selected in the form of a prospectus filed with the
        Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
        volume and price represent no more than a 20 percent change in the maximum
        aggregate offering price set forth in the "Calculation of Registration"
        table in the effective registration statement; and (iii) include any
        material information with respect to the plan of distribution not
        previously disclosed in the Registration Statement or any material change
        to such information in the Registration Statement, provided however, that
        provisions (i) and (ii) of this undertaking are inapplicable if the
        information to be filed thereunder is contained in periodic reports filed
        by the Company pursuant to the Exchange Act that are incorporated by
        reference into the Registration Statement;
  (2)
  That, for the purpose of determining any liability under
        the Securities Act, each such post-effective amendment shall be deemed to
        be a new registration statement relating to the securities offered therein
        and the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof; and
  (3)
  To remove from registration by means of post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.
  (b) Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers, and controlling
  persons of the Company pursuant to the foregoing provisions, or otherwise, the
  Company has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and,
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than director, officer or controlling person in
  the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Company will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  (c) The Company hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the Company's
  annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in
  Registration Statement shall be deemed to be a new Registration Statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  SIGNATURES
  Pursuant to the requirements of
  the Securities Act, the Registrant has duly caused this Registration Statement
  to be signed on its behalf by the undersigned, thereunto duly authorized, in the
  City of Toronto, Canada on January 8, 2010.
  URANIUM HUNTER CORPORATION
  By: /s/ Reno J. Calibrigo
  Reno J.
        Calibrigo, President
  URANIUM HUNTER CORPORATION
  EXHIBIT INDEX TO
  FORM S-8 REGISTRATION STATEMENT
  EXHIBIT NO.
  DESCRIPTION
  5.
  Opinion of Stephen A.
        Zrenda, Jr., P.C.
  10.1
  2009 Consultant Stock Option, SAR and
        Stock Bonus Plan
  23.1
  Consent of Stephen A.
        Zrenda, Jr., P.C.
  23.2
  Consent of Schwartz Levitsky Feldman LLP