UNITED STATES 

 SECURITIES ANDEXCHANGE COMMISSION 

 Washington, D.C. 20549 

**FORM 10-Q**

(MarkOne) 

**[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACTOF 1934**

Forthe quarterly period ended **September 30, 2008.**

 or 

[_] **TRANSITION REPORTPURSUANT TO SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE ACT OF 1934**

Forthe transition period from_______________________ to ___________________________ 

CommissionFile Number: 000-28559

**UAGH, Inc.**

 (Exactname of registrant as specified in its charter) 
| **Delaware**                                                  | **36-4408076**                      |
|---------------------------------------------------------------|-------------------------------------|
| (State or otherjurisdiction of incorporation or organization) | (I.R.S. EmployerIdentification No.) |
|                                                          |                                |
| 16625Dove Canyon Rd, #102-331,San Diego, CA              | 92127****                           |
| (Address ofprincipal executive offices)                       | (Zip Code)                          |

**(858) 756-0369**

 (Registrant'stelephone number, including area code) 

_______________________________________________________ 

 (Formername, former address and former fiscal year, if changed since lastreport) 

Indicate by check markwhether the registrant (1) has filed all reports required to be filedbySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding12 months (or for such shorter period that the registrant was requiredto filesuch reports), and (2) has been subject to such filing requirements forthepast 90 days. [X] Yes [_]  No 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reportingcompany. See the definitions of "large accelerated filer," "acceleratedfiler" and"smaller reporting company" in Rule 12b-2 of the Exchange Act. 

Large accelerated filer [_]       Accelerated filer [_] 

Non-accelerated filer [_] (Do not check if a smaller reporting company)       Smaller reporting company [X] 

Indicateby check mark whether theregistrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). [X] Yes       [_] No 

 APPLICABLEONLY TO ISSUERS INVOLVED IN BANKRUPTCY 

 PROCEEDINGSDURING THE PRECEDING FIVE YEARS: 

Indicateby check mark whether theregistrant has filed all documents and reports required to be filed bySections12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent tothedistribution of securities under a plan confirmed by a court. [_]  Yes [_]  No 

 APPLICABLEONLY TO CORPORATE ISSUERS: 

Indicatethe number of shares outstandingof each of the issuer's classes of common stock, as of **November14, 2008:****668,356**

  

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UAGH, Inc.(A development stage company) Table of Contents
| Financial Statements                                                                                                                                                                              |       | Page |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|------|
|                                                                                                                                                                                              |
| Condensed Balance Sheets as of September 30, 2008 (Unaudited)and June 30, 2008(Audited)                                                                                                           |       | 2    |
|                                                                                                                                                                                              |
| Condensed Statements ofOperations for the three months ended September 30, 2008 and 2007 andthe period from August 16, 2006 (date of bankruptcy settlement)through September 30, 2008 (Unaudited) |       | 3    |
|                                                                                                                                                                                              |
| Condensed Statements of Cash Flow for the threemonths ended September 30, 2008 and 2007 and the period from August 16,2006 (date ofbankruptcy settlement) through September 30, 2008 (Unaudited)  |       | 4    |
|                                                                                                                                                                                              |
| Notes to Financial Statements (Unaudited)                                                                                                                                                         |       | 5    |

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UAGH, Inc.(A development stage company)Condensed Balance Sheets
|                                                                                                                              |   | September30, 2008 (Unaudited) |   | June30, 2008 (Audited) |
|-----------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------|--------|------------------------|
| ASSETS                                                                                                                            |   |                               |   |                   |
| CURRENT ASSETS                                                                                                                    |   |                               |   |                   |
| Cash                                                                                                                              | $      | -                             | $      | -                 |
|                                                                                                                              |   |                               |   |                   |
| TOTAL ASSETS                                                                                                                      | $      | -                             | $      | -                 |
|                                                                                                                              |   |                               |   |                   |
| LIABILITIESAND STOCKHOLDERS' DEFICIT                                                                                              |   |                               |   |                   |
|                                                                                                                              |   |                               |   |                   |
| CURRENT LIABILITIES                                                                                                               |   |                               |   |                   |
| Accounts payable andother accrued liabilities                                                                                     | $      | 11,536                             | $      | 4,257             |
| Accrued interestpayable                                                                                                           |   | 965                                |   | 383                    |
| Notes payable- relatedparty                                                                                                       |   | 28,717                             |   | 24,139            |
| Convertible notespayable - related party                                                                                          |   | 3,777                              |   | 3,777                  |
|                                                                                                                              |   |                               |   |                   |
| TOTAL LIABILITIES                                                                                                                 |   | 44,995                             |   | 32,556                 |
|                                                                                                                              |   |                               |   |                   |
| STOCKHOLDERS' DEFICIT                                                                                                             |   |                               |   |                   |
|    Preferred Stock, $.01 par valueper share; 10,000,000   shares authorized; no shares issued and outstanding |        | -              |        | -       |
| Common stock, $0.01par value per share; 100,000,000 shares authorized; 668,356 sharesissued and outstanding                       |   | 6,684                              |   | 6,684                  |
| Additional paid-incapital                                                                                                         |   | (6,003)                            |   | (6,054)                |
| Deficit accumulatedduring development stage                                                                                       |   | (45,676)                           |   | (33,186)               |
| Total Stockholders'deficit                                                                                                        |   | (44,995)                           |   | (32,556)               |
|                                                                                                                              |   |                               |   |                   |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                       | $      | -                             | $      | -                 |
|                                                                                                                              |   |                               |   |                   |

   

   

 The accompanyingnotes are an integral part of these unaudited financial statements. 

   

   

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UAGH, Inc.(A development stage company)Condensed Statements of Operations

 Forthe three months ended September 30,2008 and 2007 andfor the period from August 16, 2006 (date of bankruptcy settlement)through September 30, 2008(Unaudited)
|                                                                        |        | Threemonths endedSeptember 30, 2008 |         | Threemonths endedSeptember 30, 2007 |         | Dateof bankruptcy settlement through September 30, 2008 |
|------------------------------------------------------------------------|--------|-------------------------------------|---------|-------------------------------------|---------|---------------------------------------------------------|
|                                                                        |        |                                     |         |
| OPERATING EXPENSE:                                                     |   |                                |    |                                |    |                                                    |
| General andadministrative                                              | $      | 11,857                              |  $ | 5,295                          |  $ | 44,030                                                  |
| Total operatingexpense                                                 |   | 11,857                              |    | 5,295                          |    | 44,030                                                  |
|                                                                   |   |                                |    |                                |    |                                                    |
| OPERATING LOSS                                                         |   | (11,857)                            |    | (5,295)                        |    | (44,030)                                                |
|                                                                   |   |                                |    |                                |    |                                                    |
| Other expense:                                                         |   |                                |    |                                |    |                                                    |
| Interest expense                                                       |   | (633)                               |    | (78)                           |    | (1,646)                                                 |
|                                                                   |   |                                |    |                                |    |                                                    |
| NET LOSS                                                               | $      | (12,490)                            |  $ | (5,373)                        |  $ | (45,676)                                                |
|                                                                   |   |                                |    |                                |    |                                                    |
|                                                                   |   |                                |    |                                |    |                                                    |
| LOSS PER SHARE - 

 Basic and fullydiluted                             | $      | (0.02)                              |  $ | (0.01)                         |    |                                                    |
|                                                                   |   |                                |    |                                |    |                                                    |
| WEIGHTEDAVERAGE NUMBER OF SHARES OUTSTANDING - Basic and fully diluted |   | 668,356                             |    | 668,356                             |    |                                                    |

   

   

 The accompanyingnotes are an integral part of these unaudited financial statements. 

   

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UAGH, Inc.(A development stage company)Condensed Statements of Cash Flow

 Forthe three month periods ended September 30, 2008 and 2007 andfor the period from August 16, 2006 (date of bankruptcy settlement)through September 30, 2008(Unaudited)
|                                                                     |    | Threemonths endedSeptember 30, 2008 |    | Three monthsendedSeptember 30, 2007 |    | Dateof bankruptcy settlement through September 30, 2008 |
|--------------------------------------------------------------------------|---------|-------------------------------------|---------|------------------------------------------|---------|---------------------------------------------------------|
|                                                                     |    |                                |    |
| Cash flow from operating activities:                                     |    |                                |    |                                     |    |                                                    |
| Net loss                                                                 |  $ | (12,490)                            |  $ | (5,373)                             |  $ | (45,676)                                                |
| Adjustmentto reconcile net loss to net cash used in operatingactivities: |    |                                |    |                                     |    |                                                    |
| Noncash interestexpense                                                  |    | 633                                 |    | 78                                  |    | 1,646                                                   |
| Changesin operating assets and liabilities:                              |    |                                |    |                                     |    |                                                    |
| Accountspayable and other accrued liabilities                            |    | 7,279                               |    | 3,295                               |    | 11,536                                                  |
|   Notes payable - related party                                |    | 4,578                               |    | 4,578                               |    | 28,717                                                  |
| Netcash used by operating activities                                     |    | -                                   |    | (2,000)                             |    | (3,777)                                                 |
|                                                                     |    |                                |    |                                     |    |                                                    |
| Cashflow from financing activities:                                      |    |                                |    |                                     |    |                                                    |
| Proceedsof borrowings from related party                                 |    | -                                   |    | 2,000                               |    | 3,777                                                   |
| Netcash provided by financing activities                                 |    | -                                   |    | 2,000                               |    | 3,777                                                   |
|                                                                     |    |                                |    |                                     |    |                                                    |
| Net change in cash                                                       |    | -                              |    | -                                   |    | -                                                  |
|                                                                     |    |                                |    |                                     |    |                                                    |
| Cash at beginning of period                                              |    | -                              |    | -                                   |    | -                                                  |
| Cash at end of period                                                    | $       | -                              | $       | -                                   | $       | -                                                  |
|                                                                     |    |                                |    |                                     |    |                                                    |
| Supplementalcash flow information:                                       |    |                                |    |                                     |    |                                                    |
| Cash paid forInterest                                                    | $       | -                              | $       | -                                   | $       | -                                                  |
| Cash paid for Taxes                                                      | $       | -                              | $       | -                                   | $       | -                                                  |
|                                                                          |         |                                     |         |                                          |         |                                                         |
| Non-cash investing and financing activities:                             |         |                                     |         |                                          |         |                                                         |
|    Conversion of shareholder advancesto note payable           | $       |                                     | $       |                                          | $       | 24,139                                                  |
|                                                                          |         |                                     |         |                                          |         |                                                         |

 The accompanyingnotes are an integral part of these unaudited financial statements. 

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UAGH, Inc.(A development stage company)Notes to Financial StatementsSeptember 30, 2008(Unaudited)

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UAGH, Inc.(A development stage company)Notes to Financial StatementsSeptember 30, 2008(Unaudited)

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UAGH, Inc.(A development stage company)Notes to Financial StatementsSeptember 30, 2008(Unaudited)

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UAGH, Inc.(A development stage company)Notes to Financial StatementsSeptember 30, 2008(Unaudited)

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**ITEM 2. PLAN OF OPERATIONS**

**MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION OR PLAN OF OPERATION**

**FORWARD-LOOKING STATEMENT NOTICE**

ThisForm 10-Q contains certainforward-looking statements within the meaning of the Private SecuritiesLitigationReform Act of 1995. For this purpose any statements contained in thisForm10-Q that are not statements of historical fact may be deemed to beforward-looking statements. Without limiting the foregoing, words suchas"may," "will," "expect," "believe," "anticipate," "estimate" or"continue" orcomparable terminology are intended to identify forward-lookingstatements. These statements by their nature involve substantial risksand uncertainties,and actual results may differ materially depending on a variety offactors,many of which are not within our control. These factors include but arenotlimited to economic conditions generally and in the industries in whichwe mayparticipate; competition within our chosen industry, includingcompetition frommuch larger competitors; technological advances and failure tosuccessfullydevelop business relationships.

**PLAN OF OPERATION**

 The Company is seeking toacquire assets orshares of an entity actively engaged in business which generatesrevenues. TheCompany has no particular acquisitions in mind and has not entered intoanynegotiations regarding such an acquisition. None of the Company'sofficers,directors, promoters or affiliates have engaged in any substantivecontact ordiscussions with any representative of any other company regarding thepossibility of an acquisition or merger between the Company and suchothercompany as of the date of this quarterly report. The Board of Directorsintends to obtain certain assurances of value of the target entity'sassetsprior to consummating such a transaction. Any business combination ortransaction will likely result in a significant issuance of shares andsubstantial dilution to present stockholders of the Company. 

 The Company has, and willcontinue to have, nocapital with which to provide the owners of business opportunities withanysignificant cash or other assets. However, management believes theCompany willbe able to offer owners of acquisition candidates the opportunity toacquire acontrolling ownership interest in a publicly registered company withoutincurring the cost and time required to conduct an initial publicoffering. Theowners of the acquisition candidate will, however, incur significantlegal andaccounting costs in connection with the acquisition of a businessopportunity,including the costs of preparing Form 8-K's, 10-K's, 10-Q's,agreements and related reports and documents.

**LIQUIDITY AND CAPITAL RESOURCES**

 The Company remains inthe development stage andhas experienced no significant change in liquidity or capital resourcesorstockholders' equity since inception. The Company's balance sheet as ofSeptember30, 2008, reflects a total asset value of $0. The Company has littlecash orline of credit, other than that which present management may agree toextend toor invest in the Company, nor does it expect to have one before amerger iseffected. The Company will carry out its plan of business as discussedabove.The Company cannot predict to what extent its liquidity and capitalresourceswill be diminished prior to the consummation of a business combinationorwhether its capital will be further depleted by the operating losses(if any)of the business entity which the Company may eventually acquire.

**RESULTS OF OPERATIONS**

 During the period fromJuly 1, 2008 through September30, 2008, the Company has engaged in no significant operations otherthanmaintaining its reporting status with the SEC and seeking a businesscombination. No revenues were received by the Company during thisperiod.

 For the current fiscalyear, the Companyanticipates incurring a loss as a result of legal and accountingexpenses, andexpenses associated with locating and evaluating acquisitioncandidates. TheCompany anticipates that until a business combination is completed withanacquisition candidate, it will not generate revenues, and may continuetooperate at a loss after completing a business combination, dependingupon theperformance of the acquired business.

----

**NEED FORADDITIONAL FINANCING**

 Based upon currentmanagement's willingness toextend credit to the Company and/or invest in the Company until abusinesscombination is completed, the Company believes that its existingcapital willbe sufficient to meet the Company's cash needs required for the costsofcompliance with the continuing reporting requirements of the SecuritiesExchange Act of 1934, as amended, and for the costs of accomplishingits goalof completing a business combination, for an indefinite period of time.Accordingly, in the event the Company is able to complete a businesscombination during this period, it anticipates that its existingcapital willbe sufficient to allow it to accomplish the goal of completing abusinesscombination. There is no assurance, however, that the available fundswillultimately prove to be adequate to allow it to complete a businesscombination,and once a business combination is completed, the Company's needs foradditional financing are likely to increase substantially. In addition,ascurrent management is under no obligation to continue to extend creditto theCompany and/or invest in the Company, there is no assurance that suchcredit orinvestment will continue or that it will continue to be sufficient forfutureperiods.

**ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK.**

Not required by smaller reporting companies.

**ITEM4T.  CONTROLS ANDPROCEDURES.**

(a) 

*Evaluationof Disclosure Controls andProcedures.*  TheCompany's management is responsible for establishing and maintainingadequateinternal control over financial reporting (as defined in Rule 13a-15(f)underthe Securities Exchange Act of 1934, as amended). Management conductedanevaluation of the effectiveness of the Company's internal control overfinancialreporting based on the criteria set forth in Internal Control -IntegratedFramework issued by the Committee of Sponsoring Organizations of theTreadwayCommission (COSO). We are committed to maintaining disclosure controlsandprocedures designed to ensure that information required to be disclosedin ourperiodic reports filed under the Securities Exchange Act of 1934, asamended, orthe Exchange Act, is recorded, processed, summarized and reportedwithin thetime periods specified in the SEC's rules and forms, and that suchinformationis accumulated and communicated to our management, including our chiefexecutiveofficer and chief financial officer, as appropriate, to allow fortimelydecisions regarding required disclosure. In designing and evaluatingourdisclosure controls and procedures, management recognizes that anycontrols andprocedures, no matter how well designed and operated, can provide onlyreasonable assurance of achieving the desired control objectives, andmanagementnecessarily is required to apply its judgment in evaluating thecost-benefitrelationship of possible controls and procedures and implementingcontrols andprocedures. 

Under thesupervision and with theparticipation of our management, including our principal executiveofficer andprincipal financial officer, we conducted an evaluation of ourdisclosurecontrols and procedures, as such term is defined underRules 13a-15(e) and15d-15(e) promulgated under the Exchange Act. Based on this evaluation,ourprincipal executive officer and our principal financial officerconcluded thatour disclosure controls and procedures were effective at a reasonableassurancelevel as of September 30, 2008, the end of the period covered by thisReport.

Thisquarterly reportdoes not include an attestation report of the Company's registeredpublicaccounting firm regarding internal control over financial reporting.Management's report was not subject to attestation by the Company'sregisteredpublic accounting firm pursuant to temporary rules of the SecuritiesandExchange Commission that permit the Company to provide onlymanagement's reportin this quarterly report.

(b)

*Changesin InternalControl over Financial Reporting*.  There were nochanges in theCompany's internal controls over financial reporting, known to thechiefexecutive officer or the chief financial officer, that occurred duringtheperiod covered by this report that has materially affected, or isreasonablylikely to materially affect, the Company's internal control overfinancialreporting.

**PART II - OTHER INFORMATION**

**ITEM 1. LEGAL PROCEEDINGS.**

 No legal proceedings arethreatened or pendingagainst UAGH, Inc. or any of our officers ordirectors. Further, none of our officers, directors or affiliates areparties against UAGH, Inc., or have any materialinterests in actions that are adverse toour own.

**ITEM 1A. RISK FACTORS**

The Company's business is subject to numerous risk factors,including the following.

**The Company has had verylimited operating history and no revenues or earnings from operations.**TheCompany has no significant assets or financialresources. The Company will, in all likelihood, sustain operatingexpenseswithout corresponding revenues, at least until the consummation of abusinesscombination. This may result in the Company incurring a net operatinglosswhich will increase continuously until the Company can consummate abusinesscombination with a target company. There is no assurance that theCompany canidentify such a target company and consummate such a businesscombination.

**Our proposed business planis speculative in nature.** Thesuccess of the Company's proposed plan of operation will depend to agreatextent on the operations, financial condition and management of theidentifiedtarget company. While management will prefer business combinations withentities having established operating histories, there can be noassurance thatthe Company will be successful in locating candidates meeting suchcriteria. Inthe event the Company completes a business combination, of which therecan beno assurance, the success of the Company's operations will be dependentuponmanagement of the target company and numerous other factors beyond theCompany's control.

**The Company is and willcontinue to be an insignificant participant in the business of seekingmergerswith and acquisitions of business entities.** A large number ofestablished and well-financed entities, includingventure capital firms, are active in mergers and acquisitions ofcompanieswhich may be merger or acquisition target candidates for the Company.Nearlyall such entities have significantly greater financial resources,technicalexpertise and managerial capabilities than the Company and,consequently, theCompany will be at a competitive disadvantage in identifying possiblebusinessopportunities and successfully completing a business combination.Moreover, theCompany will also compete with numerous other small public companies inseekingmerger or acquisition candidates.

**The Company has no currentarrangement, agreement or understanding with respect to engaging in amergerwith or acquisition of a specific business entity.** There canbe no assurance that the Company will besuccessful in identifying and evaluating suitable businessopportunities or inconcluding a business combination. Management has not identified anyparticularindustry or specific business within an industry for evaluation by theCompany.There is no assurance that the Company will be able to negotiate abusinesscombination on terms favorable to the Company. The Company has notestablisheda specific length of operating history or a specified level ofearnings,assets, net worth or other criteria which it will require a targetcompany tohave achieved, or without which the Company would not consider abusinesscombination with such business entity. Accordingly, the Company mayenter intoa business combination with a business entity having no significantoperatinghistory, losses, limited or no potential for immediate earnings,limitedassets, negative net worth or other negative characteristics.

**Our management has limitedtime to devote to our business.** While seeking a businesscombination, management anticipates devoting only alimited amount of time per month to the business of the Company. TheCompany'ssole officer has not entered into a written employment agreement withtheCompany and he is not expected to do so in the foreseeable future. TheCompanyhas not obtained key man life insurance on its officer and director.Notwithstanding the combined limited experience and time commitment ofmanagement,loss of the services of this individual would adversely affectdevelopment ofthe Company's business and its likelihood of continuing operations.

**The Company's officer anddirector participates in other business ventures which may competedirectlywith the Company.** Additionalconflicts of interest and non-arms length transactions may also arisein thefuture. Management has adopted a policy that the Company will not seekamerger with, or acquisition of, any entity in which any member ofmanagementserves as an officer, director or partner, or in which they or theirfamilymembers own or hold any ownership interest.

**Reporting requirements maydelay or preclude an acquisition.** Section 13 of theSecurities Exchange Act of 1934 (the "ExchangeAct") requires companies subject thereto to provide certain informationabout significant acquisitions including certified financial statementsfor thecompany acquired covering one or two years, depending on the relativesize ofthe acquisition. The time and additional costs that may be incurred bysometarget companies to prepare such financial statements may significantlydelayor essentially preclude consummation of an otherwise desirableacquisition bythe Company. Acquisition prospects that do not have or are unable toobtain therequired audited statements may not be appropriate for acquisition solong asthe reporting requirements of the Exchange Act are applicable.

**The Company has neitherconducted, nor have others made available to it, market researchindicatingthat demand exists for the transactions contemplated by the Company.**Even in the event demand exists for a merger oracquisition of the type contemplated by the Company, there is noassurance theCompany will be successful in completing any such business combination.

**The Company's proposedoperations, even if successful, will in all likelihood result in theCompanyengaging in a business combination with only one business entity.**Consequently, the Company's activities will belimited to those engaged in by the business entity which the Companymergeswith or acquires. The Company's inability to diversify its activitiesinto anumber of areas may subject the Company to economic fluctuations withinaparticular business or industry and therefore increase the risksassociatedwith the Company's operations.

**Potential for being classified an Investment Company.**Although the Company will be subject to regulation under the ExchangeAct,management believes the Company will not be subject to regulation undertheInvestment Company Act of 1940, insofar as the Company will not beengaged inthe business of investing or trading in securities. In the event theCompanyengages in business combinations which result in the Company holdingpassiveinvestment interests in a number of entities, the Company could besubject toregulation under the Investment Company Act of 1940. In such event, theCompanywould be required to register as an investment company and could beexpected toincur significant registration and compliance costs. The Company hasobtainedno formal determination from the Securities and Exchange Commission asto thestatus of the Company under the Investment Company Act of 1940 and,consequently, any violation of such Act could subject the Company tomaterialadverse consequences.

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**A business combinationinvolving the issuance of the Company's common stock will, in alllikelihood,result in shareholders of a target company obtaining a controllinginterest inthe Company.** Any such businesscombination may require shareholders of the Company to sell or transferall ora portion of the Company's common stock held by them. The resultingchange incontrol of the Company will likely result in removal of the presentofficer anddirector of the Company and a corresponding reduction in or eliminationof hisparticipation in the future affairs of the Company. Currently, thereare nopending acquisitions, business combinations or mergers.

**The Company's primary planof operation is based upon a business combination with a businessentity which,in all likelihood, will result in the Company issuing securities toshareholders of such business entity.** The issuance ofpreviously authorized and unissued common stock of the Companywould result in reduction in percentage of shares owned by the presentshareholders of the Company and would most likely result in a change incontrolor management of the Company.

**Federal and state taxconsequences will, in all likelihood, be major considerations in anybusinesscombination the Company may undertake.** Currently, suchtransactions may be structured so as to result in tax-freetreatment to both companies, pursuant to various federal and state taxprovisions. The Company intends to structure any business combinationso as tominimize the federal and state tax consequences to both the Company andthetarget company; however, there can be no assurance that such businesscombination will meet the statutory requirements of a tax-freereorganizationor that the parties will obtain the intended tax-free treatment upon atransferof stock or assets. A non-qualifying reorganization could result in theimposition of both federal and state taxes which may have an adverseeffect onboth parties to the transaction.

**Management of the Companywill request that any potential business opportunity provide auditedfinancialstatements.** One or more attractivebusiness opportunities may choose to forego the possibility of abusinesscombination with the Company rather than incur the expenses associatedwithpreparing audited financial statements. In such case, the Company maychoose toobtain certain assurances as to the target company's assets,liabilities,revenues and expenses prior to consummating a business combination,withfurther assurances that an audited financial statement would beprovided afterclosing of such a transaction. Closing documents relative thereto mayincluderepresentations that the audited financial statements will notmateriallydiffer from the representations included in such closing documents.

**Our stock will becomesubject to the Penny Stock rules, which impose significant restrictionson theBroker-Dealers and may affect the resale of our stock**. Ourstock will become subject to Penny****Stocktrading rules, and investors will experience resale restrictions and alack ofliquidity. A penny stock is generally a stock that:
    -  is not listed on a national securities exchange or Nasdaq;
    -  is listed in "pink sheets" or on the NASD OTC BulletinBoard;
    -  has a price per share of less than $5.00; and
    -  is issued by a company with net tangible assets less than$5 million.

 The penny stock trading rulesimpose additional duties and responsibilities upon broker-dealers andsalespersons effecting purchase and sale transactions in common stockand otherequity securities, including:
    -  determination of the purchaser's investment suitability;
    -  delivery of certain information and disclosures to thepurchaser; and
    -  receipt of a specific purchase agreement from thepurchaser prior to effecting the purchase transaction.

 Due to the Penny Stock rules,many broker-dealers will not effect transactions in penny stocks excepton anunsolicited basis. When our common stock becomes subject to the pennystocktrading rules,
    -  such rules may materially limit or restrict the ability toresell our common stock, and
    -  the liquidity typically associated with other publiclytraded equity securities may not exist.

**It is possible that aliquid market for our stock will never develop and you will not be ableto sellyour stock.** There is no assurance amarket will be made in our stock. If no market exists, you will not beable tosell your shares publicly, making your investment of little or no value.

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**ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES ANDUSE OF PROCEEDS.**

 The Company did not sell orissue any securities during the period covered by this report.

**ITEM 3. DEFAULTS UPON SENIOR SECURITIES.**

None

**ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**

 No matters were submittedduring the period covered by this report to a vote of security holders.

**ITEM 5. OTHER INFORMATION.**

None

**ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.**

 (a) Exhibits 

 Copies of the followingdocuments are includedas exhibits to this report pursuant to Item 601 of Regulation S-K. 
| **ExhibitNo.** | **Title ofDocument**                                                                                                                                                             | **Location** |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|
|                |                                                                                                                                                                                  |              |
| 31.1           | Certification ofthe Principal Executive Officer/ Principal Financial Officer pursuantto Section 302 of the Sarbanes-Oxley Act of 2002                                            | Attached     |
|                |                                                                                                                                                                                  |              |
| 32.1           | Certification ofthe Principal Executive Officer/ Principal Financial Officer pursuantto U.S.C. Section 1350 as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002* | Attached     |

 (b) Reports on Form 8-K 

 None

* TheExhibit attached to this Form 10-Q shall not be deemed "filed" forpurposes of Section 18 of the Securities Exchange Act of 1934 (the"Exchange Act") or otherwise subject to liability under that section,nor shall it be deemed incorporated by reference in any filing undertheSecurities Act of 1933, as amended, or the Exchange Act, except asexpresslyset forth by specific reference in such filing.

**SIGNATURES**

Pursuantto the requirements of the Securities Exchange Act of 1934, theRegistrant hasduly caused this Report to be signed on its behalf by the undersigned,thereuntoduly authorized.

**UAGH, Inc.**

Date: November 14, 2008 By:*/s/ Daniel Drummond*

 DanielDrummond,President and CEO

Date: November 14, 2008 By:*/s/ Alex Ferries*

 AlexFerries, Secretary and CFO