U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





(Mark
One)





x ANNUAL REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2008





 ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from ______________ to ______________





Commission
File Number 000-53381


_______________________________________________





UNIVERSAL
ACQUISITIONS CORP.


(Exact
name of registrant as specified in its charter)


______________________________________________





Delaware
              
              26-0133324(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)





c/o Sands
Brothers Venture Capital LLC, 90 Park Avenue, 31st Floor,
New York, New York 10016


————————————————————————————————————————


(Address
of principal executive offices)





(212)
953-4983


———————————————————-


(Registrant’s
telephone number, including area code)


_____________________________________________





Securities
registered under Section 12(b) of the Exchange Act:





None.





Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock, $0.0001 par value per share


——————————————


(Title of
Class)





Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes  ̈ No x





Check
whether the registrant is required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.Yes x No  ̈





Check
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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-K (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x




Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):





Large Accelerated Filer  ̈
            
            Accelerated Filer  ̈Non-accelerated Filer  ̈
            
            Smaller Reporting Company x(Do not check if a smaller reporting company.)





Check whether the issuer is a shell
company (as defined in Rule 12b-2 of the Exchange Act). YesxNo ̈




As of
December 31, 2008, there were no non-affiliate holders of common stock of the
Company.





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
April 15, 2009, there were 6,000,000 shares of common stock, par value $.0001,
outstanding.





FORWARD-LOOKING
STATEMENTS





Certain statements made in this Annual
Report on Form 10-K are “forward-looking statements” (within the meaning of the
Private Securities Litigation Reform Act of 1995) regarding the plans and
objectives of management for future operations. Such statements involve known
and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements of Universal Acquisitions Corp. (the
“Company”) to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Company's plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.




3




PART
I




Item
1. Description of Business.




Universal
Acquisitions Corp. (“we”, “us”, “our”, or the “Company”) was incorporated in the
State of Delaware on January 22, 2008. Since inception, the Company has been
engaged in organizational efforts and obtaining initial financing. The Company
was formed as a vehicle to pursue a business combination and has made no efforts
to identify a possible business combination. As a result, the Company has not
conducted negotiations or entered into a letter of intent concerning any target
business. The business purpose of the Company is to seek the acquisition of, or
merger with, an existing company. The Company selected December 31 as its fiscal
year end.





The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and
that has no specific business plan or purpose, or has indicated that its
business plan is to merge with an unidentified company or companies." Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions. The
Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act
as a company with no or nominal assets (other than cash) and no or nominal
operations. Management does not intend to undertake any efforts to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as we
are subject to those requirements.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.





The analysis of new business
opportunities is undertaken by or under the supervision of the officers and
directors of the Company. As of this date the Company has not entered into any
definitive agreement with any party. The Company has unrestricted flexibility in
seeking, analyzing and participating in potential business opportunities. In its
efforts to analyze potential acquisition targets, the Company will consider the
following kinds of factors:





(a)           Potential
for growth, indicated by new technology, anticipated market expansion or new
products;





(b)           Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;





(c)           Strength
and diversity of management, either in place or scheduled for
recruitment;





(d)           Capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;





(e)           The
cost of participation by the Company as compared to the perceived tangible and
intangible values and potentials;





(f)           The
extent to which the business opportunity can be advanced;


4





(g)           The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and





(h)           Other
relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.





COMPETITION





The
Company faces vast competition from other shell companies with the same
objectives. The Company is in a highly competitive market for a small number of
business opportunities which could reduce the likelihood of consummating a
successful business combination. A large number of established and well-financed
entities, including small public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.





FORM OF
ACQUISITION





The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.





The
present stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors may
resign and one or more new directors may be appointed without any vote by
stockholders.





In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.


5





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.





We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





Item 1A. Risk Factors





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.




Item
1B. Unresolved Staff Comments





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.




Item
2. Description of Property.




The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of its management at no cost. Management estimates such
amounts to be immaterial. The Company currently has no policy with respect to
investments or interests in real estate, real estate mortgages or securities of,
or interests in, persons primarily engaged in real estate
activities.





Item
3. Legal Proceedings.




To the best
knowledge of our officers and directors, the Company is not a party to any legal
proceeding or litigation.





Item
4. Submission of Matters to a Vote of Security Holders.




None.


6


PART
II




Item
5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.




Common
Stock





Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of common stock, par value $.0001 per share (the “Common Stock”). The Common
Stock is not listed on a publicly-traded market. As of April 14, 2009, there
were 6 holders of record of an aggregate of 6,000,000 shares of the Common
Stock.




Preferred
Stock





Our Certificate of Incorporation
authorizes the issuance of up to 10,000,000 shares of preferred stock, par value
$.0001 per share (the “Preferred Stock”). The Company has not yet issued any of
its preferred stock.




Dividend
Policy





The Company has not declared or paid
any cash dividends on its common stock and does not intend to declare or pay any
cash dividend in the foreseeable future. The payment of dividends, if any, is
within the discretion of the Board of Directors and will depend on the Company’s
earnings, if any, its capital requirements and financial condition and such
other factors as the Board of Directors may consider.




Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of
our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.




Recent
Sales of Unregistered Securities





The Company has not issued any
unregistered securities during the fiscal quarter ended December 31,
2008.





On
January 22, 2008, the Registrant sold 1,000,000 shares of Common Stock to each
of Anna Lo, our sole officer and director, Marianna Lo, David Dong, Members Only
USA, LLC, John P. O’Shea and Jessica X. Yang, respectively, for a purchase price
equal to $3,500 and aggregate proceeds equal to $21,000. The Registrant sold
these shares of Common Stock under the exemption from registration provided by
Section 4(2) of the Securities Act.




No
securities have been issued for services. Neither the Registrant nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.





Issuer
Purchases of Equity Securities





None.




Item
6. Selected Financial Data





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.




7




Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operation





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict our potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.





The
Company currently does not engage in any business activities that provide cash
flow. During the next twelve months we anticipate incurring costs related
to:





(i)           filing
Exchange Act reports, and


(ii)         investigating,
analyzing and consummating an acquisition.





We
believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our stockholders,
management or other investors.




The
Company may consider acquiring a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital but which desires to
establish a public trading market for its shares while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.





Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.





The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.





Liquidity
and Capital Resources




As of
December 31, 2008, the Company had assets equal to $1,924, comprised exclusively
of cash. The Company had $0 current liabilities as of December 31,
2008.




8




The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the period from January 22, 2008 to December 31,
2008.




For the
                        Cumulative
                        Period from
                        January 22, 2008
                        (Inception) to
                        December 31,
                        2008Net
      Cash (Used in) Operating Activities
                      
                      $
                      (35,029
                      )Net
      Cash (Used in) Investing Activities
                      
                      
                      -Net
      Cash Provided by Financing Activities
                      
                      $
                      36,953Net
      Increase in Cash and Cash Equivalents
                      
                      $
                      1,924





The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.




Results
of Operations




The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from January 22, 2008 (Inception) to December 31, 2008.
It is unlikely the Company will have any revenues unless it is able to effect an
acquisition or merger with an operating company, of which there can be no
assurance. It is management's assertion that these circumstances may hinder the
Company's ability to continue as a going concern.  The Company’s plan of
operation for the next twelve months shall be to continue its efforts to locate
suitable acquisition candidates.





For the
period from January 22, 2008 (Inception) to December 31, 2008, the Company had a
net loss of$35,029 comprised exclusively of legal, accounting, audit, and other
professional service fees incurred in relation to the formation of the Company,
the filing of the Company’s Registration Statement on Form 10 in August of 2008
and Quarterly Reports on Form 10-Q.




Off-Balance
Sheet Arrangements





The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.




Contractual
Obligations





As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the
Company is not required to provide this information.




Item
7A. Quantitative and Qualitative Disclosures about Market Risk.





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.





9




Item 8. FinancialStatements and
Supplementary Data.





Audited financial statements begin on
the following page of this report.


10





UNIVERSAL ACQUISITIONS
CORP.


A
Development Stage Company


DECEMBER
31, 2008





-
TABLE OF CONTENTS -





Page(s)Financial
      Statements:Report
      of Independent Registered Public Accountants
                            
                            F -
      2Balance
      Sheets as of December 31, 2008
                            
                            F -
      3Statements
      of Operations for the Period from January 22, 2008 (Inception) to December
      31, 2008
                            
                            F -
      4Statement
      of Stockholders’ Deficiency from January 22, 2008 (Inception)to
      December 31, 2008
                            
                            F -
      5Statements
      of Cash Flows for the Period from January 22, 2008 (Inception) to December
      31, 2008
                            
                            F -
      6Notes
      to Financial Statements
                            
                            F - 7 – F - 11


F-1





MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB
REGISTERED





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


Universal
Acquisition Corp.


(A
Development Stage Company)





We have
audited the accompanying balance sheet of Universal Acquisition Corp. (A
Development Stage Company) as of December 31, 2008, and the related statements
of operations, stockholders’ equity (deficit) and cash flows for the period from
inception on January 22, 2008 through December 31, 2008. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.




We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits 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 our audits provide 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 Acquisition Corp. (A
Development Stage Company) as of December 31, 2008, and the related statement of
operations, stockholders’ equity (deficit) and cash flows for the period from
inception on January 22, 2008 through December 31, 2008, in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has had no revenue and limited liquidity, which raises
substantial doubt about its ability to continue as a going concern. Management’s
plans concerning these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





/s/
Moore & Associates, Chartered





Moore
& Associates, Chartered


Las
Vegas, Nevada


April 13,
2009





6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501


F-2




UNIVERSAL
ACQUISITIONS CORP.


A
Development Stage Company


BALANCE
SHEETS




Dec. 31, 2008ASSETSCurrent
      AssetsCash
      in Bank
                              
                              $
                              1,924Total
      Current Assets
                              
                              
                              1,924TOTAL
      ASSETS
                              
                              $
                              1,924LIABILITIES
      & STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      Payable & Accrued Expense
                              
                              $
                              -Total
      Current Liabilities
                              
                              
                              -TOTAL
      LIABILITIES
                              
                              $
                              -STOCKHOLDERS'
      EQUITYPreferred
      stock: $0.0001 par value; 10,000,000 shares authorized, none issued and
      outstanding
                              
                              
                              -Common
      stock: $0.0001 par value; 100,000,000 shares authorized, 6,000,000 issued
      and outstanding
                              
                              $
                              600Additional
      Paid in Capital
                              
                              $
                              36,353Deficit
      accumulated during the development stage
                              
                              $
                              (35,029
                              )TOTAL
      STOCKHOLDERS' EQUITY
                              
                              $
                              1,924TOTAL
      LIABILITIES & STOCKHOLDERS' EQUITY
                              
                              $
                              1,924




SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-3


UNIVERSAL
ACQUISITIONS CORP.


A
Development Stage Company


STATEMENTS
OF OPERATIONS




From Inception
                  on
                  January 22, 2008
                  though
                  December 31,
                  2008REVENUES
                
                $
                -COST
      OF SALES
                
                
                -GROSS
      MARGIN
                
                
                -OPERATING
      EXPENSESGeneral
      and administrative
                
                
                35,029TOTAL
      OPERATING EXPENSES
                
                
                35,029NET
      LOSS BEFORE INCOME TAXES
                
                
                (35,029
                )INCOME
      TAX EXPENSE
                
                
                -NET
      LOSS
                
                $
                (35,029
                )BASIC
      LOSS PER SHARE
                
                $
                0.00584
                )Weighted
      Average Shares Outstanding
                
                
                6,000,000




SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-4


UNIVERSAL
ACQUISITIONS CORP.


A
Development Stage Company


STATEMENT
OF STOCKHOLDERS’ DEFICIENCY




Preferred Stock
                                
                                
                                Common Stock
                                
                                
                                Additional
                                  Paid in
                                
                                
                                Deficit
                                  Accumulated
                                  during the
                                  Development
                                
                                
                                Total
                                  Stockholders'Shares
                                
                                
                                Amount
                                
                                
                                Shares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                
                                Stage
                                
                                
                                EquityShares
      issued to investors at $0.0001 per shareBalance,
      June 22, 2008
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                6,000,000
                                
                                
                                
                                600
                                
                                
                                
                                9,684
                                
                                
                                
                                -
                                
                                
                                
                                10,284Contributed
      Capital
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                26,669
                                
                                
                                
                                
                                
                                
                                
                                26,669Net
      Loss, Dec. 31, 2008
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (35,029
                                )
                                
                                
                                (35,029
                                )Balance,
      Dec. 31, 2008
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                6,000,000
                                
                                
                                
                                600
                                
                                
                                
                                36,353
                                
                                
                                
                                (35,029
                                )
                                
                                
                                1,924




SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-5


UNIVERSAL
ACQUISITIONS CORP.


A
Development Stage Company


STATEMENTS
OF CASH FLOWS




From Inception on
                        January 22, 2008
                        through
                        December 31,
                        2008OPERATING
      ACTIVITIESNet
      (Loss)
                      
                      $
                      (35,029
                      )Adjustments
      to reconcile net income to net cash provided by operation
      activities:Common
      stock issued for services
                      
                      
                      -Changes
      in operating assets and liabilities:(Increase)
      decrease in prepaid expense
                      
                      
                      -Increase
      (decrease) in accounts payable
                      
                      
                      -NET
      CASH USED IN OPERATING ACTIVITIES
                      
                      
                      (35,029
                      )INVESTING
      ACTIVITIESProperty
      and equipment purchased
                      
                      
                      -NET
      CASH (USED) IN INVESTING ACTIVITIES
                      
                      
                      -FINANCING
      ACTIVITIESProceeds
      from Contributed Caiptal
                      
                      
                      26,669Proceeds
      from common stock issued
                      
                      
                      10,284Increase
      in notes payable-related parties
                      
                      
                      -NET
      CASH PROVIDED BY FINANCING ACTIVITIES36,953NET
      INCREASE IN CASH1,924CASH
      - Beginning of period-CASH
      - End of period
                      
                      $
                      1,924SUPPLEMENTAL
      CASH FLOW DISCLOSURE:CASH
      PAID FOR:Interest
                      
                      $
                      -Income
      taxes
                      
                      $
                      -NON
      CASH FINANCING ACTIVITIES:$
                      -




SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-6


Universal
Acquisitions Corp.


(A
Development Stage Company)


Notes
to Financial Statements


Ended
December 31, 2008




1.
            Summary
      of Significant Accounting
Policies




Nature
of Business


Universal
Acquisition Corp., (the “Company”) was incorporated in the State of Delaware on
January 22, 2008.  The company is a shell company that intends to file
a Registration Statement on Form 10 with the US Securities and Exchange
Commission in order to become subject to the reporting requirements under the
Securities Exchange Act of 1934, as amended.  The Company has not
realized significant revenues to date and therefore is classified as a
development stage Corporation as defined
in SFAS No. 7.




Use
of Estimates


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




Basic
(Loss) per Common Share


Basic
(loss) per share is calculated by dividing the company’s net loss applicable to
common shareholders by the weighted average number of common shares during the
period.  Diluted earnings per share is calculated by dividing the
Company’s net income available to common shareholders by the diluted weighted
average number of shares outstanding during the year.  The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity.  There
are no such common stock equivalents outstanding as of December 31,
2008.




(Loss)
                    (Numerator)
                  
                  
                  Shares
                    (Denominator)
                  
                  
                  Basic (Loss) Per Share
                    AmountFor the
      Period Ended
                  
                  $
                  (35,029
                  )
                  
                  
                  6,000,000
                  
                  
                  $
                  (0.00584
                  )




Revenue
Recognition


The
Company recognizes revenue when products are fully delivered or services have
been provided and collection is reasonably assured.




Comprehensive
Income


The
Company has no component of other comprehensive income.  Accordingly,
net income equals comprehensive income for the periods ended Dec. 31,
2008.


F-7


Universal
Acquisitions Corp.


(A
Development Stage Company)


Notes
to Financial Statements


Ended
December 31, 2008




1.
            Summary
      of Significant Accounting Policies
    (Continued)




Advertising
Costs


The
Company’s policy regarding advertising is to expense advertising when
incurred.  The Company had not incurred any advertising expense as of
Dec. 31, 2008.




Cash
and Cash Equivalents


For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.




Income
Taxes


The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, SFAS No. 109 requires the use of
an assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.  The Company’s
predecessor operated as entity exempt from Federal and State income
taxes.




SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.




Impairment
of Long-Lived Assets


The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be
recoverable.  When such events or changes in circumstances are
present, the Company assesses the recoverability of long-lived assets by
determining whether the carrying value of such assets will be recovered through
undiscounted expected future cash flows.  If the total of the future
cash flows is less than the carrying amount of those assets, the Company
recognizes an impairment loss based on the excess of the carrying amount over
the fair value of the assets.  Assets to be disposed of are reported
at the lower of the carrying amount or the fair value less costs to
sell.




Accounting
Basis


The basis
is accounting principles generally accepted in the United States of
America.  The Company has adopted a December 31 fiscal year
end.




Stock-based
Compensation


As of
December 31, 2008, the Company has not issued any share-based payments to its
employees. The Company adopted SFAS No. 123-R effective January 1, 2006 using
the modified prospective method.  Under this transition method, stock
compensation expense includes compensation expense for all stock-based
compensation awards granted on or after January 1, 2006, based on the grant-date
fair value estimated in accordance with the provisions of SFAS No.
123-R.


F-8




Universal
Acquisitions Corp.


(A
Development Stage Company)


Notes
to financial Statements


Ended
December 31, 2008




1.
            Summary
      of Significant Accounting Policies
    (Continued)




Recent
Accounting Pronouncements




In
      June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
      Whether Instruments Granted in Share-Based Payment Transactions Are
      Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1
      addresses whether instruments granted in share-based payment transactions
      are participating securities prior to vesting, and therefore need to be
      included in the computation of earnings per share under the two-class
      method as described in FASB Statement of Financial Accounting Standards
      No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
      financial statements issued for fiscal years beginning on or after
      December 15, 2008 and earlier adoption is prohibited. We are not
      required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
      03-6-1 would have material effect on our consolidated financial
      positionand
      results of operations if adopted.




In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.




In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.




In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related




hedged
items are accounted for under Statement 133 and its related interpretations, and
(c) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. This Statement is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. The
Company has not yet adopted the provisions of SFAS No. 161, but does not expect
it to have a material impact on its consolidated financial position, results of
operations or cash flows.




F-9


Universal
Acquisitions Corp.


(A
Development Stage Company)


Notes
to financial Statements


Ended
December 31, 2008




In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.




In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.




In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.




F-10


Universal
Acquisitions Corp.


(A
Development Stage Company)


Notes
to financial Statements


Ended
December 31, 2008




In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.




In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.




2.
            COMMON
      STOCK


At
December 31, 2008, the total number of shares of capital stock which the Company
has authority to issue is One Hundred Ten Million
(110,000,000).  These shares are divided into two classes with
100,000,000 shares designated as common stock at $0.0001 par value (the Common
Stock) and 10,000,000 shares designated as preferred stock at $0.0001 par value
(the Preferred Stock).  The Company has 6,000,000 share of outstanding
common stock held by six investors at a purchase price of $0.0001 per
share.




3.
            GOING
      CONCERN


The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern.  However, the Company has no revenues as
of December 31, 2008.  The Company currently has limited liquidity,
and has not completed its efforts to establish a stabilized source of revenues
sufficient to cover operating costs over an extended period of
time.




Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses. The Company intends to
position itself so that it may be able to raise additional funds through the
capital markets.  In light of management’s efforts, there are no
assurances that the Company will be successful in this or any of its endeavors
or become financially viable and continue as a going concern.


F-11


Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.




There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.




Item
9A(T). Controls and Procedures.




Evaluation
of Disclosure Controls and Procedures




The
Company’s management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.




In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company’s
management, including the Company’s President, Principal Financial Officer and
Secretary, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this
Annual Report.  Based on that evaluation, the Company’s management
including the President, Principal Financial Officer and Secretary, concluded
that the Company’s disclosure controls and procedures were effective in
providing reasonable assurance that information required to be disclosed in the
Company’s reports filed or submitted under the Exchange Act was recorded,
processed, summarized, and reported within the time periods specified in the
Commission’s rules and forms.




Evaluation
of Internal Controls and Procedures




Our
management is also responsible for establishing and maintaining adequate
internal control over financial reporting.  The Company’s internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles.




Our
internal control over financial reporting includes those policies and procedures
that:


·
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;


·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of the Company’s management
      and directors; and


·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.




As of
December 31, 2008, we carried out an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in “Internal
Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation, our
management concluded that our internal control over financial reporting was
effective as of December 31, 2008.


22




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.





Changes in Internal Controls
over Financial Reporting





There
have been no significant changes to the Company’s internal controls over
financial reporting that occurred during our last fiscal quarter of the year
ended December 31, 2008, that materially affected, or were reasonably likely to
materially affect, our internal controls over financial reporting.





Item
9B. Other Information.





None.





PART
III





Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.





(a)  Identification
of Directors and Executive Officers.  The following table sets forth
certain information regarding the Company’s directors and executive
officers:





Name
                            
                            Age
                            
                            Position
                            
                            TermAnna
      Lo
                            
                            37
                            
                            President,
      Secretary and Director
                            
                            January
      22, 2008 thru
Present





Ms. Anna Lo, the Company’s
President, Secretary and Director, is currently the President of Universal
Medical Billing of New York, a billing and collection agency.  Ms. Lo
has served in this position since June of 2005.  Ms. Lo is also
currently the President and Manager of Liberty View, a
restaurant.  Ms. Lo has served in this position since December
2004.  Ms. Lo is also currently a member of the management of Regatta
Property, a real estate company.  Ms. Lo has been a member of
management since December 2004.  Ms. Lo is also currently the
President of AMD Marketing, a marketing and consulting firm.  Ms. Lo
has served in this position since 2001.





The
Company’s officers and directors are elected annually for a one year term or
until their respective successors are duly elected and qualified or until their
earlier resignation or removal.





(b)  Significant
Employees.





As of the date hereof, the Company has
no significant employees.





(c)  Family
Relationships.





There are no family relationships among
directors, executive officers, or persons nominated or chosen by the issuer to
become directors or executive officers.




23




(d)   Involvement
in Certain Legal Proceedings.




There have been no events under any
bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or
decrees material to the evaluation of the ability and integrity of any director,
executive officer, promoter or control person of Registrant during the past five
years.




Compliance
with Section 16(a) of the Exchange Act





Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.




Based
solely on the Company’s review of the copies of the forms received by it during
the fiscal year ended December 31, 2008 and written representations that no
other reports were required, the Company believes that no person who, at any
time during such fiscal year, was a director, officer or beneficial owner of
more than 10% of the Company’s common stock failed to comply with all
Section 16(a) filing requirements during such fiscal years.




Code
of Ethics




We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our officers and
directors serve in these capacities.





Nominating
Committee





We have not adopted any procedures by
which security holders may recommend nominees to our Board of
Directors.





Audit
Committee





The Board of Directors acts as the
audit committee. The Company does not have a qualified financial expert at this
time because it has not been able to hire a qualified candidate. Further, the
Company believes that it has inadequate financial resources at this time to hire
such an expert.  The Company intends to continue to search for a
qualified individual for hire.





Item
11. Executive Compensation.





The
following table sets forth the cash and other compensation paid by the Company
to its President and all other executive officers who earned annual compensation
exceeding $100,000 for services rendered during the fiscal year ended December
31, 2008 and December 31, 2007.





Name and Position
                      
                      Year
                      
                      Total CompensationAnna
      Lo, President, Secretary and Director
                      
                      
                      2008
                        2007
                      
                      None
                        None





Director
Compensation





We do not currently pay any cash fees
to our directors, nor do we pay directors’ expenses in attending board
meetings.




24




Employment
Agreements





The
Company is not a party to any employment agreements.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





(a)           The following tables set forth certain
information as of March 31, 2009, regarding (i) each person known by the Company
to be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, (ii) each director, nominee and executive officer of the Company and
(iii) all officers and directors as a group.




Amount
      and Nature of
                                                  
                                                  
                                                  PercentageName
      and Address
                                                  
                                                  Beneficial
      Ownership
                                                  
                                                  
                                                  of
      ClassDavid
      Dong
                                                  
                                                  
                                                  1,000,000
                                                  
                                                  
                                                  
                                                  16.67
                                                  %3083
      Shore DriveMerrick,
      NY 11566Anna
      Lo (1)
                                                  
                                                  
                                                  2,000,000
                                                  (2)
                                                  
                                                  
                                                  33.34
                                                  %133-47
      Sanford Ave. #PHEFlushing,
      NY 11355Marianna
      Lo
                                                  
                                                  
                                                  1,000,000
                                                  
                                                  
                                                  
                                                  16.67
                                                  %3083
      Shore DriveMerrick,
      NY 11566John
      P. O'Shea
                                                  
                                                  
                                                  1,000,000
                                                  
                                                  
                                                  
                                                  16.67
                                                  %10
      West Street #28CNew
      York, New York 10004Jessica
      X. Yang
                                                  
                                                  
                                                  1,000,000
                                                  
                                                  
                                                  
                                                  16.67
                                                  %67-49
      166th StreetFresh
      Meadows, NY 11365Members
      Only USA, LLC
                                                  
                                                  
                                                  1,000,000
                                                  
                                                  
                                                  
                                                  16.67
                                                  %133-47
      Sanford Ave. #PHEFlushing,
      NY 11355All
      Officers and
                                                  
                                                  
                                                  2,000,000
                                                  
                                                  
                                                  
                                                  33.34
                                                  %Directors
      as a group(1
      individual)





(1)
            Ms.
      Anna Lo is the President, Secretary and sole director of the
      Company.


(2)
            Includes
      1,000,000 shares of Common Stock owned of record by Ms. Lo and 1,000,000
      shares of Common Stock owned of record by Members Only USA,
      LLC.  Ms. Lo is the sole owner of Members Only USA, LLC, and Ms.
      Lo has sole investment and voting control over these shares of Common
      Stock.  Therefore, Ms. Lo may be deemed the beneficial owner of
      these shares of Common Stock.





Item
13. Certain Relationships and Related Transactions.





None.




25




Item
14.  Principal Accounting Fees and Services





Moore
& Associates, Chartered (“Moore”) is the Company's independent registered
public accounting firm.





Audit
Fees





The
aggregate fees billed by Moore for professional services rendered for the audit
of our annual financial statements and review of financial statements included
in our quarterly reports on Form 10-Q or services that are normally provided in
connection with statutory and regulatory filings were approximately $8,000 for
the fiscal year ended December 31, 2008.  The Company was incorporated
in January of 2008, thus there were no audit fees incurred in 2007.





Audit-Related
Fees





There
were no feesbilled
by Moore for assurance and related services that are reasonably related to the
performance of the audit or review of the Company’s financial statements for the
fiscal years ended December 31, 2008. The Company was incorporated in January of
2008, thus there were no audit fees incurred in 2007.





Tax
Fees





There
were no fees billed by Moorefor professional services for tax compliance, tax advice, and tax
planning for the fiscal year ended December 31, 2008.  The Company was
incorporated in January of 2008, thus there were no audit fees incurred in
2007.





All
Other Fees





There
were no fees billed by Moore for other products and services for the fiscal year
ended December 31, 2008.





Audit
Committee’s Pre-Approval Process





The Board of Directors acts as
the audit committee of the Company, and accordingly, all services are approved
by all the members of the Board of Directors.





Part
IV





Item
15. Exhibits, Financial Statement Schedules





(a)  We
set forth below a list of our audited financial statements included in Item 8 of
this annual report on Form 10-K.





Statement
                    
                    Page*Index
      to Financial Statements
                    
                    F-1Report
      of Independent Registered Public Accounting Firm
                    
                    F-2Balance
      Sheets
                    
                    F-3Statement
      of Operations
                    
                    F-4Statement
      of Changes in Stockholder’s Equity (Deficit)
                    
                    F-5


Statement
      of Cash Flows
                
                F-6Notes
      to Financial Statements
                
                F-7




26





*Page F-1
follows page 10 to this annual report on Form 10-K.





(b) Index
to Exhibits required by Item 601 of Regulation S-K.





Exhibit
                    
                    Description*3.1
                    
                    Certificate
      of Incorporation*3.2
                    
                    By-laws31.1
                    
                    Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-K for the year ended December 31,
200831.2
                    
                    Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-K for the year ended December 31,
200832.1
                    
                    Certification
      of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      200232.2
                    
                    Certification
      of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      2002





*
            Filed
      as an exhibit to the Company's registration statement on Form 10-SB, as
      filed with the SEC on August 19, 2008, and incorporated herein by this
      reference.





27





SIGNATURES





In accordance with 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.





UNIVERSAL ACQUISITIONS
      CORP.Dated:
      April 16, 2009
                      By:
                      /s/
      Anna LoAnna
      LoPresident,
      Secretary and DirectorPrincipal
      Accounting OfficerPrincipal
      Executive OfficerPrincipal
      Financial
Officer





In accordance with Section 13 or 15(d)
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.





Title
                    
                    Date/s/  Anna
      Lo
                    
                    President,
      Secretary
                    
                    April
      16, 2009Anna
      Lo
                    
                    and
      Director





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