UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-K/A


(Amendment
No. 2)


(Mark
One)




x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
fiscal year ended December 31, 2009


or





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from _____________to ______________




Commission
File Number 000-51516





UNIVERSAL
TRAVEL GROUP


(Exact
name of registrant as specified in its charter)




Nevada
            
            90-0296536State
      or other jurisdiction of incorporation or organization
            
            I.R.S.
      Employer Identification Number


5th Floor,
South Block, Building 11, Shenzhen Software Park, Zhongke 2nd Road,
Nanshan District,


Shenzhen, PRC
518000


(Address
of principal executive offices) (Zip Code)




011-86-755-836-68489


Registrant’s
telephone number, including area code




Securities
registered pursuant to Section 12(b) of the Act:  Common Stock, $0.001 par value per
share




Securities
registered pursuant to Section 12(g) of the Act:  Preferred Stock, $0.001 par value per
share




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act.                   
o
Yes  x
No




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act.               
x
Yes  o
No




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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).               
o
Yes  o
No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
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. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer o
            
            Accelerated
      filer oNon-accelerated
      filer o
      (Do not check if a smaller reporting company)
            
            Smaller
      reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the
Act).                   
o
Yes  x
No





The
aggregate market value of the voting and non-voting common stock of the issuer
held by non-affiliates as of  June 30, 2009 was approximately
$60,539,791 (5,410,169 shares of common stock)  based upon the closing
price of the common stock as quoted by NYSE Amex on such date.





As of
June 7, 2010, there are presently 16,930,218 shares of common stock, par value
$0.001 issued and outstanding.







Explanatory
Note




This
amendment (“Amendment No. 2”) to our Form 10-K annual report for the
fiscal year ended December 31, 2009 (the “Report”) is being filed to amend
Part IV, Item 15 of the Report’s Exhibit Index as
follows:




●
            to
      correct Exhibit 23.1, a consent of our independent auditors, which
      was inadvertently omitted from the original filing of our Form 10-K on
      March 5, 2009 and included in Amendment No. 1 to our Form 10-K filed on
      June 7, 2010.






All other
information contained in the Report remains unchanged.  Because this
Amendment No. 2 includes no financial statements, we are not including
certifications pursuant to Section 906 of the Sarbanes—Oxley Act of
2002.




This
Amendment No. 2 to the Report continues to speak as of the date of the
Report, and except as expressly set forth herein we have not updated the
disclosures contained in this Amendment No. 2 to the Report to reflect any
events that occurred at a date subsequent to the filing of the Report.  The
filing of this Amendment No. 2 to the Report is not a representation that
any statements contained in items of the Report other than that information
being amended are true or complete as of any date subsequent to the date of the
Report.







PART IV




Item
15. Exhibits, Financial Statement Schedules.




Exhibit No.
            
            Description23.1
            
            Consent
      of Acquavella, Chiarelli, Shuster, Berkower & Co.,
  LLP









SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this Amendment No. 2 to the Report to
be signed on its behalf by the undersigned, thereunto duly
authorized.




Date:
      June 7, 2010
            Universal
      Travel GroupBy:
            /s/
       Jiangping JiangJiangping
      JiangChairwoman
      and Chief Executive Officer