SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                    -----------------------------------------

                                   FORM 10-KSB

                    -----------------------------------------

                 ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                              For Fiscal Year Ended
                                December 31, 2004

                           Commission File #333-117718
                             UNIVERSAL FLIRTS, CORP.
             (Exact name of registrant as specified in its charter)

                                     Delaware
         (State or other jurisdiction of incorporation or organization)

                                   20-1198142
                      (IRS Employer Identification Number)

            142 Mineola Avenue, Suite 2-D, Roslyn Heights, New York 11577
               (Address of principal executive offices )(Zip Code)

                                  516-359-5619
                (Registrant's telephone no., including area code)

Securities registered pursuant to Section 12(b) of the Act: None

     Title of each class               Name of each exchange on which registered

     -------------------               -----------------------------------------
     -------------------               -----------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.001 par value
                         -------------------------------
                                (Title of class)

                         -------------------------------
                                (Title of class)

              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes   [X]     No [   ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )

Revenues for year ended December 31, 2004: $ 137

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of February 10, 2005, was: $260,850

Number of shares of the registrant's common stock outstanding as of February 10,
2005 is: 10,739,000

Transfer Agent as of February 10, 2005:

                             Corporate Stock Transfer
                             3200 Cherry Creek Drive South,
                             Suite 430
                             Denver, Colorado 80209




<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

We were incorporated under the laws of the State of Delaware on May 25, 2004. We
commenced operations for the purposes of evaluating, structuring, and completing
a merger with prospects consisting of private companies, partnerships, or sole
proprietorships in the United States. On June 1, 2004, we obtained all of the
shares of Universal Flirts, Inc., a New York corporation, from Darrell Lerner,
the sole shareholder, in consideration for the issuance of 8,500,000 shares of
our common stock to the Universal Flirts, Inc. shareholder pursuant to a Stock
Purchase Agreement and Share Exchange between Universal Flirts, Inc. and us.
Pursuant to the Stock Purchase Agreement and Share Exchange, Universal Flirts,
Inc. became our wholly owned subsidiary. Until this reorganization our
activities had been limited to actions related to our organization, and we
conducted virtually no business operations.

Now, through our subsidiary, we own and operate an online dating service. Our
subsidiary, Universal Flirts, Inc. was incorporated on August 22, 2003, and
launched its first website, www.Americanflirts.com, in late 2003. American
Flirts is an online dating service dedicated towards helping all American
singles find love and romance, and presently offers complete access to all of
the site's features for free. Although we cater towards American singles,
singles from all over the world are welcome to use our service. Singles can
register for free and gain access to all features offered by American Flirts
including personal ads, instant messaging, advanced search features, hotlists,
cupid report, instant flirts, public or private photos (only for members you
specify to view) and e-mail. A new and unique American Flirts feature is the
"hotties" section, which lists the most popular singles by state.

We hope to benefit from the recent success that online dating industries have
had. According to Michael Zimbalist, executive director of Online Publishers
Association, a trade organization of online media companies, "for the full year
of 2002, the personals and dating category was the largest single paid content
category overall," as noted on FoxNews.com in an article entitled "Online Dating
Is Net Success." (www.foxnews.com/story/0,2933,87256,00.html, May 21, 2003, p.
1)

In addition to AmericanFlirts.com, Universal Flirts has also secured the
following domain names for expansion:

     *    UniversalFlirts.Com - General site aggregating the standard members
          from partner sites. We will use this domain name to construct a site
          that will serve as the primary site database and location for
          integrating the member bases of companies that we build online dating
          sites for. We expect this site to be fairly generic in content as it
          must appeal to members of all different age groups, ethnicities,
          backgrounds, and locations.

     *    UniversityFlirts.Com - Geared towards college students. We will
          implement several features designed to make this site appeal
          specifically to college students including:

          -    All profiles will list the college that the user is attending;

          -    Advanced Search Tool will allow users to search for members who
               attend a particular college or colleges within an overall
               advanced search; and

          -    Registration Form & Profiles will be altered to add fields
               relevant specifically to college students including year of
               graduation and fraternity/sorority.

     *    CasualFlirts.com and/or Discreet Flirts.com - "Edgier" site catering
          to a more "adults only" audience. Here we will create a site that
          serves as a tool for members to make connections and find partners for
          dating, romance, and a variety of personal encounters. To help members
          find a match, we offer several features which will narrow a search so
          that users can find exactly the kind of match they are looking for.
          This site will be devoted to those who are interested in advancing to
          personal encounters soon after initial contact, rather than exchanging
          a series of emails or slowly getting to know one another over a period
          of time.

On a very limited budget, and with no money spent on advertising, we have
generated 2,455 members. The majority of our member base has been obtained from
two sources: search engine results and links placed in online dating directories
via link exchange programs. Online dating directories have link exchange
programs whereby they list AmericanFlirts.com in their directory in exchange for
placing a link to their directory on our site. The links to these other
directories can be found under the "Links" section of the AmericanFlirts.com
website. There are no costs involved with any of the link exchange programs that
we have participated in. We completed a private placement in which we have
raised $73,550 to devote primarily to advertising, working capital, and site
enhancements, as well as professional fees, thereby giving us the opportunity to
gain members at a faster rate, further differentiate and brand our product, and
ultimately generate revenue through membership fees and advertising income.

We began generating revenue in October, 2004 through the implementation of
Google's AdSense Program. Google AdSense(TM) delivers ads targeted to our
content pages and, by adding Google WebSearch to our site, AdSense delivers
targeted ads to our search results pages too. At no cost to us, we are paid a
minimal amount every time a user clicks on one of the targeted ads on our site.
As of December 31, 2004, we have generated a total of $173 as a result of our
participation in Google's AdSense program.

In subsequent phases of operations, we anticipate generating additional revenue
from the following sources (further discussed in our "Management Discussion and
Analysis" section below):

     o    Subscription fees from website members - a "pay" model

     o    Implementing a model whereby we build a custom look and feel online
          dating site for other sites with large member bases, integrate their
          subscribers into our database, and share revenues

          This model would apply to any website that currently possesses a large
          user base, but does not have an online dating application on its
          website or an affiliation with any such entity. Newspapers, magazines,
          or even websites for popular music groups may consider this type of
          relationship because we could offer them the ability to generate
          revenue from their current member base through an online dating
          application for little or no cost. We would provide them with the
          online dating application and design, program the site, and handle all
          administration and technical aspects of the feature. An example of a
          company presently employing this model is Spring Street Networks
          (http://www.springstnet.com/spring.asp).

     o    Leveraging our member base by throwing parties and other offline
          events for singles in major cities

Since inception, we have spent a total of $5,000 on research and development
costs to develop our website.

We currently are not involved in or contemplating any acquisition or merger with
any business or company in which our promoters, shareholders, management, or
affiliates or associates directly or indirectly, have an ownership interest.
However, the potential exists for a business combination with eTwine.com which
offers complimentary services and which management has an interest in. Such a
business combination with eTwine.com would benefit our shareholders by
increasing our value by offering a superior product and increasing the size of
our member base. ETwine.com has several features that our website does not have
such as social networking and blogs; therefore, the combination would increase
the overall product offering.

Marketing

In November 2004 we initiated our marketing plan, focusing primarily in the
areas of Keyword Advertising and Sponsored Links, by placing ads using a
"cost-per-click" model on Google. In this program, we created advertisements for
AmericanFlirts.com that appeared at the top of search results for particular
keywords. In a cost-per-click model, we pay a fee (generally 5 to 20 cents or
greater) each time our ad is clicked. When the ad is clicked, the user is taken
directly to the AmericanFlirts.com homepage. We will also continue to devote
resources to link exchange programs where we can create additional links for
americanflirts.com in online dating and online personals directories throughout
the web. Link exchange programs are generally free and involve only placing a
link of the partner sites on our website in the "links" section in return for
placement of a link to AmericanFlirts.com in their directory. These programs
serve to increase our exposure to potential new members.

Another area that we have continued to vigorously pursue as part of our
marketing and branding program is search engine placement. We have gone to great
lengths to optimize the website for priority search engine placement and are
seeing our efforts paying off as we are now on the front page of search results
listings on several major search engine sites under the keyword "American
singles." On MSN.com, americanflirts.com is presently in the second position on
the front page of search results for that keyword as well as in the sixth
position on Yahoo.com for the same keyword.

Search engine placement is generally determined by several factors including the
number of links to a website and the text and page content on a website. The
more links there are to a site on the internet, the more advantageous it is for
search engine placement. In terms of page content, search engines analyze the
content of each page and the text and keywords in order to generate results that
most match a user's search query. We have devoted a great deal of time to
expanding the number of links to AmericanFlirts.com as well as to editing the
text throughout the site to try to make it as relevant as possible for searches
related to our industry.

By continuing to work to optimize the site, and by increasing the number of
links to the site, we feel that we can receive better and better search results
and search engine saturation, which in turn directs more traffic to our website.

Competition

We believe that our primary competition is from other online dating services.
There are approximately 30 to 50 major online dating websites, and several
hundred sites overall. Based on membership totals, we are a small site in the
industry. Presently the market is very segmented with Match.Com widely
considered the industry leader. Match.com's personals claim more than 800,000
paying subscribers and more than 10 million members with profiles posted or who
are active users. Other big players include Yahoo!, Date.Com, Matchmaker.Com,
MatchNet plc. and Udate.com. Achieving critical mass with respect to market
share is critical for our business. Competitors who already have an established
market share will, therefore, be in a better competitive position than us. We
hope to offset any such competitive advantages by offering products and services
which are superior in quality to and more appealing than those of our
competitors, and by launching an effective marketing campaign. We also believe
that the industry offers substantial room for growth as the internet becomes
more of an acceptable tool for finding a mate.

EMPLOYEES

We currently have one full-time employee. We also pay three consultants and a
computer programmer for their work on an hourly basis.

Judy Alpert is an artist/art teacher who will help with art and design related
matters on the website, brochures, advertisements etc. We will seek her
assistance and recommendations with design and graphics on a planned website
upgrade this fall. We also anticipate calling upon her to design various
advertisements, flyers, and promotions in conjunction with offline events when
we begin holding them.

Mark Belletiere is a Certified Public Accountant and will assist internal
financial record keeping and preparing financial projections. We will call upon
him to assist us with our financial controls, and setting up any related
accounting software programs, as well as for preparing financial projections and
financial data in conjunction with any future business plans or investor
presentations.

David Liss is presently the manager of a bar/lounge located in New York City and
formerly owned his own restaurant in Long Island, New York. David is very
familiar with the bar and restaurant industry and has extensive experience
setting up private events at bars and clubs. He will be called upon to assist
with the planning, structuring, and execution of live parties and events for us.

ITEM 2. DESCRIPTION OF PROPERTY

Our executive offices are located at 142 Mineola Avenue, Suite 2-D, Roslyn
Heights, New York 11577. This office space is subleased to us for $300 per month
from Byron Lerner, the father of Darrell Lerner, our sole officer and director.
We believe that this space is sufficient and adequate to operate our current
business.

ITEM 3.  LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.



<PAGE>



                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On February 10, 2005, there are approximately 45 shareholders of record of our
common stock. Our shares of common stock were recently approved for quotation on
the OTC Bulletin Board under the symbol "UNVF".

DIVIDENDS

We do not intend to retain future earnings to support our growth. Any payment of
cash dividends in the future will be dependent upon: the amount of funds legally
available therefore; our earnings; financial condition; capital requirements;
and other factors which our Board of Directors deems relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Plan of Operation
-----------------

During the next twelve months, we expect to take the following steps in
connection with the further development of our business and the implementation
of our plan of operations:

     *    Continue to execute our marketing plan to increase our member base. We
          presently have 2,455 members and began spending money on advertising
          in . November, 2004. The majority of our member base has been obtained
          from two sources: search engine results and links placed in online
          dating directories via link exchange programs. We anticipate that
          within thirty to sixty days, a comprehensive marketing plan will be
          developed. We expect to spend approximately $1,000 on marketing in the
          first quarter of 2005, primarily in the areas of Keyword Advertising
          and Sponsored Links through Google, FindWhat, and other similar
          targeted keyword programs that employ a "cost-per-click" model. We
          will continue to devote resources to link exchange programs where we
          can create additional links for americanflirts.com in online dating
          and online personals directories throughout the web.

          Another area that we will continue to vigorously pursue as part of our
          marketing and branding program is search engine placement. We have
          gone to great lengths to optimize the search for priority search
          engine placement and are seeing our efforts paying off as we are now
          on the front page of several major search engine sites under the
          keyword "American singles." On MSN.com, americanflirts.com is
          presently in the second position on the front page of search results
          for that keyword as well as in the sixth position on Yahoo.com for the
          same keyword. . By continuing to work to optimize the site, and by
          increasing the number of links to the site, we feel we can receive
          better and better search results and search engine saturation, which
          in turn directs more traffic to the website.


     *    In the third quarter of 2005 we expect to begin developing additional
          websites that will fall under the "Universal Flirts" banner. We
          presently own the following domain names: Americanflirts.com,
          Universalflirts.com, Universityflirts.com, Casualflirts.com, and
          Discreetflirts.com. While keeping the look and feel of
          Americanflirts.com, we hope to launch several other websites designed
          to cater to different niches of the dating world. We believe we can
          launch one to three additional websites within nine to twelve months
          for a cost of $5,000 to $10,000. We will focus on the sites related to
          the domain names that we presently own, as well as any other niche
          areas that we feel are underdeveloped in the online dating industry.

     *    By the second quarter of 2005 we hope to implement an affiliate
          partnership program whereby we will have the ability to create online
          dating sites for partners on a revenue- share basis. The sites would
          use our software, but be customized to reflect the look and feel of
          the partner company. We will seek to form partnerships with companies
          that have a large existing member base from which we can draw members.
          Costs and revenues associated with this program will be determined on
          a case-by- case basis.

     *    By the third quarter of 2005 we hope to be able to hire a programmer
          on a dedicated basis in order to execute our plans for additional
          websites and partnerships in a more expedient manner. We anticipate
          paying either an annual salary, or hourly fee to a dedicated
          programmer depending upon the workload required.

     *    We hope to convert our website(s) to a subscription-based pay model in
          early 2006, or at such time as our member base has grown to the point
          where it can support the implementation of a pay model. Our decision
          to convert to a pay model is dependent upon a variety of factors
          within the overall member total. Such factors include how much
          activity there is on the site, as well as the success and popularity
          of new features we add in the coming months. We will begin considering
          imposing subscription fees for our services when our member base
          reaches the 5,000-10,000 member range. Americanflirts.com is already
          configured to accept credit cards and to be a pay site, so such a
          conversion will only require a credit card processor. It is
          anticipated that member subscriptions will be the primary source of
          revenue generation for Universal Flirts in the future.

     *    In the second half of 2005 we hope to be able to begin offering
          offline events and speed dating events. Such events would be local and
          likely begin in the New York City area. These events would generate
          revenue from an admission fee. The implementation of these events is
          dependent upon the growth of the member base as we will only begin
          hosting events at such a time as our member base is large enough to
          support a full turnout. We do not anticipate any material costs
          associated with hosting events, as advertising will be done through
          the website and via emails to our members; and we would seek
          facilities that are willing to operate on a revenue share arrangement
          with us thereby eliminating any upfront costs.

We currently have enough cash to satisfy our minimum cash requirements for the
next twelve months to maintain our operations. However, we will require
additional funds to increase marketing, to expand operations, and for further
development of our website. No significant purchases of equipment are
anticipated; however, a substantial surge in traffic and/ or membership could
necessitate the purchase of additional servers.

Results of Operation
--------------------

We generated $173 in operating income from inception through December 31, 2004.
Expenses for the year ended December 31, 2004 were comprised of costs mainly
associated with legaland accounting fees, and office expenses.

Liquidity and Capital Resources
-------------------------------

At December 31, 2004, we had cash of $$33,769 on hand. We currently have enough
cash to satisfy our minimum cash requirements for the next twelve months to
maintain our operations.
However, we will require additional funds to increase marketing, to expand
operations, and for further development of our website.

Critical Accounting Policies

Our financial statements and related public financial information are based on
the application of accounting principles generally accepted in the United States
("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.

Our significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, Our views certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.

ITEM 7. FINANCIAL STATEMENTS

Our financial statements, together with the report of auditors, are as follows:

                             UNIVERSAL FLIRTS CORP.
                          (a development stage company)

                              FINANCIAL STATEMENTS

                        As Of December 31, 2004 and 2003





INDEPENDENT AUDITORS REPORT                                  F-1

BALANCE SHEET                                                F-2

STATEMENT OF OPERATIONS                                      F-3

STATEMENT OF STOCKHOLDERS' EQUITY                            F-4

STATEMENT OF CASH FLOWS                                      F-5

FINANCIAL STATEMENT FOOTNOTES                                F-6







<PAGE>



Gately & Associates, LLC
1248 Woodridge Court
Altamonte Springs, FL 32714
(407) 341-6942


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM The Board of
Directors and Shareholders Universal Flirts Corp.

Gentlemen:
        We have audited the accompanying balance sheet of Universal Flirts Corp.
(a development stage company) as of December 31, 2004 and 2003 and the related
statements of operations, stockholder's equity and cash flows for the twelve
months ending December 31, 2004, from August 23, 2003 through December 31, 2003
and from inception (August 23, 2003) through December 31, 2004 and 2003. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
the audit.

        We conducted the audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). These standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that the
audit provides a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Universal Flirts
Corp. as of December 31, 2004 and 2003 and the results and its cash flows for
the twelve months ending December 31, 2004, from August 23, 2003 through
December 31, 2003 and from inception (August 23, 2003) through December 31, 2004
in conformity with U.S. generally accepted accounting principles.

        The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also described in Note 8. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Gately & Associates, LLC
Altamonte Springs, Florida
January 15, 2005


                                      F-1

<PAGE>

<TABLE>

                             UNIVERSAL FLIRTS CORP.
                          (a development stage company)
                                  BALANCE SHEET
                        As of December 31, 2004 and 2003


                                     ASSETS
                                     ------
<CAPTION>

CURRENT ASSETS                                                                   Dec. 31, 04    Dec. 31, 03
--------------                                                                  -------------- ---------------

<S>                                                                                <C>            <C>
            Cash                                                                   $   33,769     $         -
                                                                                -------------- ---------------

                        Total Current Assets                                           33,769               -

PROPERTY AND EQUIPMENT
----------------------

            Internet Website                                                            8,500           8,500
            Computer equipment and software                                             3,039               -
            Less accumulated depreciation                                                (200)              -
                                                                                -------------- ---------------

                        Total Property and Equipment                                   11,339           8,500

                        TOTAL ASSETS                                               $   45,108     $     8,500
                                                                                ============== ===============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
-------------------

            Accounts payable                                                       $        -     $         -
            Accrued expenses                                                           13,450           2,500
                                                                                -------------- ---------------

                        Total Current Liabilities                                      13,450           2,500

LONG-TERM LIABILITIES
---------------------

            None                                                                            -               -
                                                                                -------------- ---------------

                        TOTAL LIABILITIES                                              13,450           2,500
                                                                                -------------- ---------------

STOCKHOLDERS' EQUITY
--------------------

            Common Stock, $.001 par value
                Authorized: 100,000,000 Issued: 10,739,000 and 8,500,000               10,739           8,500
            Additional paid in capital                                                 85,211
            Preferred stock, $.001 par value
                Authorized: 10,000,000    Issued: none                                      -               -
            Accumulated deficit                                                       (64,292)         (2,500)
                                                                                -------------- ---------------

                        Total Stockholders' Equity                                     31,658           6,000
                                                                                -------------- ---------------

                        TOTAL LIABILITIES AND EQUITY                               $   45,108     $     8,500
                                                                                ============== ===============

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-2

<PAGE>

<TABLE>
                             UNIVERSAL FLIRTS CORP.
                          (a development stage company)
                             STATEMENT OF OPERATIONS
              For the twelve months ending December 31, 2004, from
                  August 23, 2003 through December 31, 2003 and
           from inception (August 23, 2003) through December 31, 2004

<CAPTION>

                                                                                  Twelve          From            From
                                                                                  Months       Aug. 23, 03     Inception
                                                                                  Ended          Through        Through
                                                                               Dec. 31, 04     Dec. 31, 03     Dec.31, 04
                                                                              --------------- -------------- ---------------
<S>                                                                             <C>              <C>            <C>
REVENUE                                                                         $        137     $        -     $       137
-------

COST OF SERVICES                                                                           -              -               -
----------------                                                              --------------- -------------- ---------------


GROSS PROFIT OR (LOSS)                                                                   137              -             137
----------------------

GENERAL AND ADMINISTRATIVE EXPENSES                                                   61,929          2,500          64,429
-----------------------------------                                           --------------- -------------- ---------------


OPERATING INCOME                                                                     (61,792)        (2,500)        (64,292)
----------------                                                              --------------- -------------- ---------------


ACCUMULATED DEFICIT                                                             $    (61,792)    $   (2,500)    $   (64,292)
-------------------                                                           =============== ============== ===============



Basic Earnings Per Share                                                        $      (0.01)    $    (0.00)
------------------------

Weighted average number of common shares                                           9,628,584      8,500,000
----------------------------------------

</TABLE>




   The accompanying notes are an integral part of these financial statements.


                                      F-3

<PAGE>

<TABLE>

                             UNIVERSAL FLIRTS CORP.
                          (a development stage company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                             As of December 31, 2004


<CAPTION>


                                                           COMMON         PAR         PAID IN         ACCUM.          TOTAL
                                                           STOCK         VALUE        CAPITAL         DEFICIT         EQUITY
                                                       --------------------------------------------------------------------------
<S>                                                        <C>             <C>           <C>           <C>              <C>
Common stock issued upon incorporation                      8,500,000      $ 8,500                     $       -        $  8,500
    of Universal Flirts, Inc. on August 23, 2003

Net income (loss)                                                                                         (2,500)         (2,500)
                                                       --------------------------------------------------------------------------

Balance, December 31, 2003                                  8,500,000        8,500              -         (2,500)          6,000

Common stock issued upon incorporation                        500,000          500                                           500
    of Universal Flirts, Corp.  As compensation
    on May 25, 2004 at $0.001 per share

Memo Entry:
Common stock issued in exchange
    of shares with Universal Flirts, Inc.
    and Universal Flirts, Corp.
    effective June 1, 2004 at $0.001 par value
    accounted for as a stock split of 200 shares

Common stock issued as compensation for                       250,000          250         12,250                         12,500
    legal services on June 15, 2004 at $0.05 per share

Common stock issued as compensation for                        18,000           18            882                            900
    consulting services on June 21, 2004


Common stock issued for cash                                1,471,000        1,471         72,079                         73,550
    June & July, 2004 at $0.05 per share
    in a private placement

Net income (loss)                                                                                        (61,792)        (61,792)
                                                       --------------------------------------------------------------------------

Balance, December 31, 2004                                 10,739,000      $10,739       $ 85,211      $ (64,292)       $ 31,658
                                                       ==========================================================================


</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                      F-4


<PAGE>

<TABLE>

                             UNIVERSAL FLIRTS CORP.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
              For the twelve months ending December 31, 2004, from
                  August 23, 2003 through December 31, 2003 and
            from inception (August 23, 2003) through December 31, 204


                                                                                  Twelve          From            From
                                                                                  Months       Aug. 23, 03     Inception
                                                                                  Ended          Through        Through
CASH FLOWS FROM OPERATING ACTIVITIES                                           Dec. 31, 04     Dec. 31, 03     Dec.31, 04
------------------------------------                                          --------------- -------------- ---------------
<S>                                                                              <C>             <C>            <C>
            Net income (loss)                                                    $   (61,792)    $   (2,500)    $   (64,292)
                                                                              --------------- -------------- ---------------

            Adjustments to reconcile net income to net cash
              provided by (used in) operating activities:

            Stock issued as compensation                                              13,900              -          13,900
            Depreciation                                                                 200              -             200
            (Increase) Decrease in accounts receivable                                     -              -               -
            Increase (Decrease) in accounts payable                                        -              -               -
            Increase (Decrease) in accrued expenses                                   10,950          2,500          13,450
                                                                              --------------- -------------- ---------------

                        Total adjustments to net income                               25,050          2,500          27,550
                                                                              --------------- -------------- ---------------

            Net cash provided by (used in) operating activities                      (36,742)             -         (36,742)
                                                                              --------------- -------------- ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------

            Purchase of computer equipment and software                               (3,039)             -          (3,039)
                                                                              --------------- -------------- ---------------

            Net cash flows provided by (used in) investing activities                 (3,039)             -          (3,039)
                                                                              --------------- -------------- ---------------


CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------

            Proceeds from stock issuance                                              73,550              -          73,550
                                                                              --------------- -------------- ---------------

            Net cash provided by (used in) financing activities                       73,550              -          73,550
                                                                              --------------- -------------- ---------------

CASH RECONCILIATION
-------------------

            Net increase (decrease) in cash                                           33,769              -          33,769
            Cash - beginning balance                                                       -              -               -
                                                                              --------------- -------------- ---------------

CASH BALANCE                                                                     $    33,769     $        -     $    33,769
------------
                                                                              =============== ============== ===============

</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                      F-5


<PAGE>

                             UNIVERSAL FLIRTS CORP.
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

Business

     Universal Flirts Corp. (the Company), was organized under the laws of the
State of Delaware on May 25, 2004 and has adopted a fiscal year ending December
31st. The Company is considered to be in the development stage (a development
stage company) since it is devoting substantially all of its efforts to
establishing a new business. Its planned principal operations are in the online
dating industry. There have been no revenues to date. The Company currently has
a web site that it plans to use to generate revenues.

Organization

     On June 1, 2004, the Company merged, in a share exchange, Universal Flirts,
Inc. (a New York corporation incorporated on August 22, 2003 which resulted in
the creation of a holding company structure through a merger of entities under
common control. The creation of a holding company structure through a merger of
entities under common control is not considered a business combination. Prior to
the creation of the holding company structure, Darrell Lerner, the President,
controlled both Universal Flirts Corp. and Universal Flirts, Inc. The share
exchange called for the Company to issue 8,500,000common shares in exchange for
200 common shares (100%) of Universal Flirts, Inc. The Company makes use of the
internet website that universal Flirts, Inc. has title and the accounts for the
Company's financial data from the inception of Universal Flirts, Inc., August
23, 2003.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Activities and Operations:

     All costs incurred in development activities are charged to operations as
incurred. The Company has not produced any revenues from operations.

Use of Estimates:

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those amounts.

                                       F-6

<PAGE>


                             UNIVERSAL FLIRTS CORP.
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS


Accounts Receivable, deposits, Accounts Payable and accrued Expenses:

Accounts receivable have historically been immaterial and therefore no allowance
for doubtful accounts has been established. Normal operating refundable Company
deposits are listed as Other Assets. Accounts payable and accrued expenses
consist of trade payables created from the normal course of business.

Property and Equipment:

Property and equipment purchased by the Company are recorded at cost.
Depreciation is computed by the straight-line method based upon the estimated
useful lives of the respective assets. Expenditures for repairs and maintenance
are charged to expense as incurred as are any items purchased which are below
the Company's capitalization threshold of $1,000.

For assets sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from accounts, and any related gain or loss is
reflected in income for the period.

Income  Taxes:

The Company accounts for income taxes using the liability method which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Deferred tax assets and liabilities are determined based on the
difference between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Company's management determines if a
valuation allowance is necessary to reduce any tax benefits when the available
benefits are more likely than not to expire before they can be used.

Stock  Based  Compensation:

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (SFAS 123), which is effective for periods beginning after
December 15, 1995. SFAS 123 requires that companies either recognize
compensation expense for grants of stock, stock options, and other equity
instruments based on fair value or provide pro-forma disclosure of the effect on
net income and earnings per share in the Notes to the Financial Statements. The
Company has adopted SFAS 123 in accounting for stock-based compensation.

Cash  and  Cash  Equivalents, and Credit Risk:

For purposes of reporting cash flows, the Company considers all cash accounts
with maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.

The portion of deposits in a financial institution that insures its deposits
with the FDIC up to $100,000 per depositor in excess of such insured amounts are
not subject to insurance and represent a credit risk to the Company.

                                       F-7

<PAGE>

                             UNIVERSAL FLIRTS CORP.
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS

Fair Value of Financial Instruments:

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments", requires
disclosure of the fair value information whether or not recognized in the
balance sheet, where it is practicable to estimate that value. The carrying
value of cash, cash equivalents, accounts receivable and notes payable
approximates fair value.

Impairment of Long-Lived Assets:

Company's management believes that any evaluation necessitated through the
adoption of SFAS 121, "Accounting for the Impairment Long-Lived Assets and for
Long-Lived Assets to be Disposed of." will not be material.

Loss Per Common Share:

The Company has adopted Financial Accounting Standards Board (FASB) Statement
No. 128, "Earnings per Share". The Statement establishes standards for computing
and presenting earnings per share (EPS). It replaced the presentation of primary
EPS with a presentation of basic EPS and also requires dual presentation of
basic and diluted EPS on the face of the income statement. The statement was
retroactively applied to the prior loss per share but did not have any effect.
Basic loss per share was computed by dividing the Company's net loss by the
weighted average number of common shares outstanding during the period. There is
no presentation of diluted loss per share as the effect of common stock options,
warrants and convertible debt amount are antidilutive

NOTE 3 - ORGANIZATION COSTS

The requirements set forth in accordance to SOP 98-5. SOP 98-5 requires the
costs of organization expenses to be expensed as incurred for fiscal years
beginning after December 15, 1998. The organization costs have been expensed
accordingly.

NOTE 4 - STOCKHOLDERS EQUITY

PREFERRED STOCK:

The Company has authorized 10,000,000 preferred shares with a par value of
$.001, none of which are issued or outstanding.

COMMON STOCK:

The Company has authorized 100,000,000 common shares with a par value of $.0001
of which 10,080,000 shares were issued and outstanding.

On May 25, 2004, the Company issued 500,000 common shares as compensation to an
Officer of the Company, a value of $500, for the incorporation of the Company.
The stock is restricted from sale for one year in accordance with section 144 Of
the securities act.


                                       F-8

<PAGE>

                             UNIVERSAL FLIRTS CORP.
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS

On June 1, 2004, the Company issued 8,500,000 common shares in a stock purchase
agreement and share exchange. The Company exchanged these shares for 200 common
shares (100%) of Universal Flirts, Inc., a New York corporation incorporated on
August 22, 2003. The stock is restricted from sale for one year in accordance
with section 144 Of the securities act.

During June and July of 2004, the Company issued 1,471,000 shares of its common
stock for a consideration of $73,550 cash, or $.05 per share, in reliance on the
exemption under Section 4(2) of the Securities Act of 1933, as amended (the
"Act"). The stock is restricted from sale for one year in accordance with
section 144 Of the securities act.

NOTE 5 - CONFLICTS OF INTEREST

Certain conflicts of interest have existed and will continue to exist between
management, their affiliates and the Company. Management have other interests
including business interests to which they devote their primary attention.
Management may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company and in addition, management may
negotiate an acquisition resulting in a conflict of interest.

NOTE 6 - CASH FLOW STATEMENT DISCLOSURE

The Company did not pay in cash any income tax or interest on debt financing.
Non-cash transactions included the issuance of 500,000 common shares of the
Company's stock in consideration for services and the issuance of 8,500,000
Common shares in the creation of a holding company structure, of Universal
First, Inc., through a merger of entities under common control.

NOTE 7 - INCOME TAX DISCLOSURE

The Company has a net operating loss in the amount of $64,292. These losses may
be carried forward twenty years and will expire in the amount of $12,300 during
the 2024 and $500 during the year 2023. A tax benefits for these carry forwards
has been recorded on the Company's books as an asset; however, the company is
more than likely without revenues to not use these losses. Because of this the
Company has created an allowance account to offset this asset balance to $0.

NOTE 8 - LITIGATION, CONTINGENCIES, OPERATING AND CAPITAL LEASES

From time to time in the normal course of business the Company may be involved
in litigation. The Company's management is not aware of any asserted or
unasserted claims and therefore feels any such proceedings to have an immaterial
effect on the financial statements.

The Company's management has not bound the Company with any contingencies other
than those through the normal course of business.

The Company has no operating or capital leases, but will account for such leases
in accordance with Generally Accepted Accounting Principles when entered into
which would require operating leases to be expensed and capital leases to be
capitalized and amortized over the lease term.

NOTE 9 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As a development stage company, the
Company has no revenue from operations and limited financing. The Company's
continued existence is dependent upon its ability to meet its financing
requirements on a continuing basis, and to succeed in its future operations. The
financial statements do not include any adjustments that might result from this
uncertainty.
                                      F-9

<PAGE>

                             UNIVERSAL FLIRTS CORP.
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS

Because of uncertainties surrounding the Company's development and limited
operating history, management anticipates incurring development stage losses in
the foreseeable future. Management's ability to achieve the Company's business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations. Management believes that the
Company has sufficient cash to meet the minimum development and operating costs
for the next 12 months. The Company will need to raise additional capital to
continue operations past 12 months, and there is no assurance that the Company
will be successful in raising the needed capital.


                                      F-10

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Our accountant is Gately & Associates, LLC, independent certified public
accountants. We do not presently intend to change accountants. At no time has
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.

ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures
------------------------------------------------

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.

Changes in internal controls
----------------------------

We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.

<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Our directors and officers, as of December 31, 2004 and February 10, 2005, are
set forth below. The directors hold office for their respective term and until
their successors are duly elected and qualified. Vacancies in the existing Board
are filled by a majority vote of the remaining directors. The officers serve at
the will of the Board of Directors.

Name                             Age       Positions and Offices Held
----                             ---       --------------------------

Darrell Lerner                   30        President, Chief Executive Officer,
                                           Chief Financial Officer, Chairman
                                           of the Board of Directors

BUSINESS EXPERIENCE

Set forth below is the name of our director and officer, all positions and
offices with us held, the period during which he has served as such, and the
business experience during at least the last five years:

DARRELL LERNER is our founder and currently serves as our President, Chief
Executive Officer, and Chief Financial Officer as well as our Chairman of the
Board of Directors. Darrell has extensive experience with the start-up process
as well as with all aspects of operating and maintaining a public company.
Darrell currently also runs a website eTwine.com which offers social networking,
event planning and management features. Darrell was the President and Chief
Executive Officer of Relocate411.com, Inc. from January 2000 to May 2004. For 3
years Darrell served as CEO of FantasySports Net, Inc. ("FSN"), an interactive
fantasy sports site that he founded in 1998. FSN created and ran nationwide
fantasy sports games for itself and for known partners including WFAN Sports
Radio in NY and Daily Racing Form. The company had approximately 12 employees
and endorsement deals with Hall of Fame athletes Johnny Bench, Bill Walton, John
Davidson, as well as Dr. Ruth Westheimer. Darrell has also been involved in
various capacities with several other Internet start-ups and public companies.
Darrell holds a law degree from Hofstra University and is a Cum Laude graduate
of the same university with an undergraduate degree in Business
Administration/Finance. Additionally, Darrell maintains a Series 7 license
(General Securities Representative) and Series 66 license (Investment Advisory
Representative), as well as various insurance licenses.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer has appeared as a party
in any legal proceeding material to an evaluation of his ability or integrity
during the past five years.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

We have not filed a Form 5 for the year ending December 31, 2004.

CODE OF ETHICS

The company has adopted a Code of Ethics applicable to its Chief Executive
Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.



<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

Our officer and director does not receive any compensation for his services
rendered to us, has not received such compensation in the past, and is not
accruing any compensation pursuant to any agreement with us. However, our
officer and director anticipates receiving benefits as a beneficial shareholder
of us and, possibly, in other ways.

No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth each person known by us to be the beneficial
owner of five percent or more of the Company's Common Stock, all directors
individually and all directors and officers of the Company as a group. Except as
noted, each person has sole voting and investment power with respect to the
shares shown.

Name                         Number of Total Shares         % of Shareholdings
----                         ----------------------         ------------------


Darrell Lerner                   9,000,000                  83.81%


All executive officers           9,000,000                  83.81%
and directors as a group


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We currently use space at 142 Mineola Avenue, Suite 2-D, Roslyn Heights, New
York 11577. We sublease such space for $300 per month from Byron Lerner, the
father of Darrell Lerner, our sole officer and director.

On June 1, 2004, we obtained all of the shares of Universal Flirts, Inc., a New
York corporation, from Darrell Lerner, our sole officer and director, in
consideration for the issuance of 8,500,000 shares of our common stock to
Darrell Lerner, the sole Universal Flirts, Inc. shareholder pursuant to a Stock
Purchase Agreement and Share Exchange between Universal Flirts, Inc. and us.
Using the 5 cent per share price that was used for the private placement,
Universal Flirts, Inc. was valued at $425,000. Americanflirts.com had
approximately 1800 members at the time of the reorganization which would
conservatively value each non-paying user at $235 per member in conjunction with
the value of the software and the overall website. Based on industry metrics we
felt this was a fair and conservative valuation to place on the company.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

(a)  The following documents are filed as part of this report:

1.   Financial statements; see index to financial statements and schedules in
     Item 7 herein.

2.   Financial statement schedules; see index to financial statements and
     schedules in Item 7 herein.

3.   Exhibits:

The following exhibits are filed with this Form 10-KSB and are identified by the
numbers indicated; see index to exhibits immediately following financial
statements and schedules of this report.

         EXHIBIT INDEX

3.1      Articles of Incorporation (1)

3.3      By-laws  (1)

(1) Incorporated by reference to our Form SB-2 (SEC File No. 333-117718).


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company's fiscal year ended December 31, 2004, we were billed
approximately $2,500 for professional services rendered for the audit of our
financial statements.

Tax Fees

For the Company's fiscal year ended December 31, 2004, we did not incur any fees
for professional services rendered for tax compliance, tax advice, and tax
planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2004.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


<PAGE>




                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

                               UNIVERSAL FLIRTS, CORP.

                               By: /s/ Darrell Lerner
                              --------------------------
                                       Darrell Lerner
                                       President, Secretary and Director

Dated: February 10, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

NAME                            TITLE                        DATE
----                            -----                        ----

/s/ Darrell Lerner             President, Secretary         February 10, 2005
---------------------          and Director
    Darrell Lerner