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



o TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ______________ to ______________



Commission File Number 000-53148





UNICAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)







|Delaware                        |  | To be applied      
|------------------------------- |  | -------------------
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)



99 S. Lake Ave., Suite 208

Pasadena, CA 91101

(Address of principal executive offices)



(626) 577-8300



(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 o  No x



Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o



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 o



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. o



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 | o | Accelerated Filer         | o
|----------------------- | - | ------------------------- | -
|                        |   |                           |  
|Non-accelerated Filer   | o | 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).  Yes x  No o



The aggregate market value of the common stock held by non-affiliates of the issuer was $0.00 on December 31, 2008.



APPLICABLE ONLY TO CORPORATE REGISTRANTS



As of February 26, 2009, there were 31,340,000 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 UniCapital Acquisition 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.









PART I



Item 1.   Description of Business.



(a)   Business Development



UniCapital Acquisition Corp. (the "Company" or the "Registrant") was incorporated in the State of Delaware on January 11, 2008. Since inception, we have been engaged in organizational efforts and obtaining initial financing. We were formed as a vehicle to pursue a business combination and have made no efforts to identify a possible business combination. As a result, we have not conducted negotiations or entered into a letter of intent concerning any target business. Our business purpose is to seek the acquisition of or merger with, an existing company.



(b)   Business of Issuer



Based on proposed business activities, we are 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. 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. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.



We were 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. We 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 analysis of new business opportunities has and will be undertaken by or under the supervision of the officers and directors of the Registrant. The Registrant has considered potential acquisition transactions with several companies, but as of this date has not entered into any Letter of Intent or other agreement with any party. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant 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 Registrant 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 Registrant as compared to the perceived tangible and intangible values and potentials;



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



(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 Registrant's limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.



Form of Acquisition



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



It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. 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 Registrant prior to such reorganization.



The present stockholders of the Registrant will likely not have control of a majority of the voting shares of the Registrant following a reorganization transaction. As part of such a transaction, all or a majority of the Registrant's directors may resign and 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 us, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding shares. 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.



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 would 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. Our officers and directors are engaged in outside business activities and anticipate that he will devote to our business only several hours per week until the acquisition of a successful business opportunity has been consummated. 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.



Risk Factors



An investment in the company is highly speculative in nature and involves an extremely high degree of risk.









Our Business Is Difficult To Evaluate Because We Have No Operating History.



As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.



There Is Competition For Those Private Companies Suitable For A Merger Transaction Of The Type Contemplated By Management.



We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. 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.



Future Success Is Highly Dependent On The Ability Of Management To Locate And Attract A Suitable Acquisition.



The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.



The Company Has No Existing Agreement For A Business Combination Or Other Transaction.



We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity.  No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination.  Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.



Management Intends To Devote Only A Limited Amount Of Time To Seeking A Target Company Which May Adversely Impact Our Ability To Identify A Suitable Acquisition Candidate.



While seeking a business combination, management anticipates devoting no more than a few hours per week to our affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.



The Time And Cost Of Preparing A Private Company To Become A Public Reporting Company May Preclude Us From Entering Into A Merger Or Acquisition With The Most Attractive Private Companies.



Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.



The Company May Be Subject To Further Government Regulation Which Would Adversely Affect Our Operations.



Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the "Investment Company Act"), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could subject us to material adverse consequences.



Any Potential Acquisition Or Merger With A Foreign Company May Subject Us To Additional Risks.



If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States.  These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.



There Is Currently No Trading Market For Our Common Stock.



Outstanding shares of our Common Stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.



Our Business Will Have No Revenues Unless And Until We Merge With Or Acquire An Operating Business.



We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.



The Company Intends To Issue More Shares In A Merger Or Acquisition, Which Will Result In Substantial Dilution.



Our certificate of incorporation authorizes the issuance of a maximum of 250,000,000 shares of common stock and a maximum of 20,000,000 shares of referred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm's-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.



The Company Has Conducted No Market Research Or Identification Of Business Opportunities, Which May Affect Our Ability To Identify A Business To Merge With Or Acquire.



We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us.  Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.



Because We May Seek To Complete A Business Combination Through A Reverse Merger", Following Such A Transaction We May Not Be Able To Attract The Attention Of Major Brokerage Firms.



Additional risks may exist since we will assist a privately held business to become public through a "reverse merger." Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.



We Cannot Assure You That Following A Business Combination With An Operating Business, Our Common Stock Will Be Listed On NASDAQ Or Any Other Securities Exchange.



Following a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the "pink sheets," where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.



There Is No Public Market For Our Common Stock, Nor Have We Ever Paid Dividends On Our Common Stock.



There is no public trading market for our common stock and none is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business and such business files a registration statement under the Securities Act of 1933, as amended.

Additionally, we have never paid dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.



Authorization of Preferred Stock.



Our Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that we will not do so in the future.



Control by Management.



Management currently owns 100% of all the issued and outstanding capital stock of the Company. Consequently, management has the ability to control the operations of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including:



•

Election of the board of directors;

•

Removal of any directors;

•

Amendment of the Company's certificate of incorporation or bylaws; and

•

Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.



A company controlled by our CEO and Director owns 100% of our issued and outstanding common stock. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stock.



This Report Contains Forward-Looking Statements And Information Relating To Us, Our Industry And To Other Businesses.



These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words "estimate," "project," "believe," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.



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.



We neither rents nor owns any properties. We currently have 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.



There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.



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



For the period from the inception of the Company on January 11, 2008 to December 31, 2008 there have been no matters submitted to the vote of the security holders.



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 250,000,000 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 February 26, 2009, there was one holder of record of the Common Stock.



Preferred Stock



Our Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock, par value $.0001 per share (the Preferred Stock).  The Company has not yet issued any of its preferred stock.



Dividends



We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.



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



On January 11, 2008, the Company offered and sold 31,340,000 shares of Common Stock to its former sole officer and director in exchange for incorporation fees and annual resident agent fees in the State of Delaware, and developing our business concept and plan. The Company sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act.



We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances. We believed that Section 4(2) was available because:



•

None of these issuances involved underwriters, underwriting discounts or commissions;

•

We placed restrictive legends on all certificates issued;

•

No sales were made by general solicitation or advertising;

•

Sales were made only to accredited investors



In connection with the above transactions, we provided the following to all investors:



•

Access to all our books and records.

•

Access to all material contracts and documents relating to our operations.

•

The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.



The Company's Board of Directors has the power to issue any or all of the authorized but unissued Common Stock without stockholder approval. The Company currently has no commitments to issue any shares of common stock. However, the Company will, in all likelihood, issue a substantial number of additional shares in connection with a business combination. Since the Company expects to issue additional shares of common stock in connection with a business combination, existing stockholders of the Company may experience substantial dilution in their shares. However, it is impossible to predict whether a business combination will ultimately result in dilution to existing shareholders. If the target has a relatively weak balance sheet, a business combination may result in significant dilution. If a target has a relatively strong balance sheet, there may be little or no dilution.



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.



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



We were 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. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.



We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with amounts to be loaned to or invested in us by our stockholders, management or other investors.



During the next twelve months we anticipate incurring costs related to:



(i) filing of Exchange Act reports, and



(ii) costs relating to consummating an acquisition.



We believe we will be able to meet these costs through amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.



We may consider 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.



Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.



We anticipate 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.



We do not currently intend to retain any entity to act as a "finder" to identify and analyze the merits of potential target businesses.



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.



Item 8.   Financial Statements and Supplementary Data.



Please see the financial statements beginning on page F-1 located elsewhere in this annual report on Form 10-K and incorporated herein by reference.



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 sole officer 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 over Financial Reporting



This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.



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 Officers.



A. Identification of Directors and Officers. The current officers and directors will serve for one year or until their respective successors are elected and qualified. They are:



|                |     |                                                
|--------------- | --- | -----------------------------------------------
|Name            | Age | Position(s)                                    
|Kheng Siang Lee | 55  | Director, President and Chief Executive Officer
|Cheng Yu Wang   | 47  | Director, Secretary and Chief Financial Officer
|Hoon Leum Goh   | 58  | Chief Operating Officer                        
|Eng Seng Tan    | 44  | Director                                       





The following officers and directors of the Company were appointed on January 18, 2009.



Their business experiences are as follows:



Kheng Siang Lee, age 55, Director, President and Chief Executive Officer



- President/CEO and director of Gridlink Technologies, Inc, a Delaware corporation in US (the former entity of Tai Pan Holding, Inc), from 2007 to present



- Executive Director/ Executive Chairman of Oculus Limited, a public listed company in Singapore, from 2007 to 2008.



- Executive Director of Enzer Corporation, a public listed company in Singapore, from 2007 to 2008.



- CEO/Executive Chairman of Global Ariel Limited, a public listed company in Singapore, from 2003 to 2007.



Cheng Yu Wang, age 47, Director, Secretary and Chief Financial Officer



- CFO/Secretary and Director of Gridlink Technologies, Inc, a Delaware corporation in US (the former entity of Tai Pan Holding, Inc), from September 2007 to present.



- CFO of Xtreme RF, Inc, a Nevada corporation in US, from May 2006 to September 2007



- Accounting Manager of iQstore, Inc, a California Corp in US, from April 2005 to May 2006



- Partner of Ko, Chen and Wang Accountancy Corporation, from May 2001 to April 2005.



Hoon Leum Goh, age 58, Chief Operating Officer



- Managing Director of TacPlas Property Services Pte Ltd, a Singapore company, from August 2007 to present.



- Project Director of Sapphire Corporation, a public listed company in Singapore and General Manager of Caravelle Construction & Development Pte Ltd, a subsidiary of Sapphire, from 2004 to August 2007



Eng Seng Tan, age 44, Director



- Financial Controller of Himawari Hotel Apartments (formerly known as MiCasa Hotel Limited) in Phnom Penh, Cambodia, from 2001 to present.



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.



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 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 sole officer and director 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.



Our officer and director does not receive any compensation for services rendered to the Company since inception, has not received such compensation in the past, and is not accruing any compensation pursuant to any agreement with the Company.  No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. Our officers and directors intend to devote no more than a few hours a week to our affairs.



Our officers and directors will not receive any finder's fee, either directly or indirectly, as a result of any efforts to implement our business plan outlined herein.



It is possible that, after we successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, we have adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.



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



There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.









Director Compensation



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



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) Security ownership of certain beneficial owners.



The following table sets forth, as of February 26, 2009, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.



|Name and Address(2)                                                 | Amount and Nature of
Beneficial Ownership | Percentage of Class(1)
|------------------------------------------------------------------- | ----------------------------------------- | ----------------------
|Kheng Siang Lee
President, Chief Executive Officer and Director (3) | 31,340,000                                | 100%                  
|Cheng Yu Wang
Secretary, Chief Financial Officer and Director       | 0                                         | 0%                    
|Hoon Leum Goh
Chief Operating Officer and Director                  | 0                                         | 0%                    
|Eng Seng Tan
Director                                               | 0                                         | 0%                    
|Tai Pan Holding, Inc. (3)                                           | 31,340,000                                | 100%                  
|All Officers and Directors as a group                               | 31,340,000                                | 100%                  



_____________________________

(1)

Based upon 31,340,000 shares of Common Stock issued and outstanding as of December 31, 2008.

(2)

c/o Tai Pan Holding, Inc., 99 S. Lake Ave., Suite 208, Pasadena, CA 91101.

(3)

Mr. Kheng Siang Lee is the controlling shareholder of Tai Pan Holding, Inc., a Delaware corporation.



Item 13. Certain Relationships and Related Transactions.



Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.



Item 14.  Principal Accounting Fees and Services.



Stan J.H. Lee, CPA (SJHL) is the Company's independent registered public accounting firm.



Audit Fees



The firm of SJHL acts as our principal accountant. Our former sole officer and director paid $1,100 on our behalf to SJHL during the period from January 11, 2008 (inception) to February 15, 2008 for its audit of our financial statements which were included in our Form 10-12G filed with the United States Securities and Exchange Commission on March 28, 2008.



Audit-Related Fees



There were no fees billed by SJHL 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 year ended December 31, 2008.



Tax Fees



There were no fees billed by SJHL for professional services for tax compliance, tax advice, and tax planning for the fiscal year ended December 31, 2008.



All Other Fees



There were no fees billed by SJHL 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) Exhibits:



|Exhibit No. | Description                                                                                                                                                                                                                                           
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1*        | Certificate of Incorporation                                                                                                                                                                                                                          
|3.2*        | By-laws                                                                                                                                                                                                                                               
|31.1        | 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, 2008                                
|31.2        | Certification of the Companys Principal Executive Officer and 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, 2008
|32.1        | 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 2002                                                                                   
|32.2        | 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 10-12G, as filed with the U.S. Securities and Exchange Commission on March 28, 2008 and incorporated herein by this reference.

(b) The following documents are filed as part of the report:



1. Financial Statements: Balance Sheet, Statement of Operations, Statement of Stockholder's Equity, Statement of Cash Flows, and Notes to Financial Statements.



We are an inactive entity as defined by Section 3-11 of Regulation S-X.  Accordingly, the financial statements required for purposes of reports pursuant to the Securities Exchange Act of 1934 are unaudited.













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.



|                         |     | UNICAPITAL ACQUISITION CORP.      
|------------------------ | --- | ----------------------------------
|                         |     |                                   
|                         |     |                                   
|Dated: February 26, 2009 | By: | /s/ Kheng Siang Lee               
|                         |     | Kheng Siang Lee                   
|                         |     | President                         
|                         |     | Principal Executive Officer       
|                         |     |                                   
|                         |     |                                   
|Dated: February 26, 2009 | By: | /s/ Cheng Yu Wang                 
|                         |     | Cheng Yu Wang                     
|                         |     | Secretary, Chief Financial Officer
|                         |     | Principal 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/ Kheng Siang Lee |  | President and Director     |  | February 26, 2009
|Kheng Siang Lee     |  |                            |  |                  
|                    |  |                            |  |                  
|/s/ Cheng Yu Wang   |  | Secretary, Chief Financial |  | February 26, 2009
|Cheng Yu Wang       |  | Officer and Director       |  |                  









UNICAPITAL ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

(UNAUDITED)







|                                                                                                         |                                   
|-------------------------------------------------------------------------------------------------------- | ----------------------------------
|                                                                                                         | As of
December 31, 2008           
|ASSETS                                                                                                   |                                   
|Current Assets                                                                                           |                                   
|Cash and cash equivalents                                                                                | $                                -
|Total Current Assets                                                                                     | -                                 
|                                                                                                         |                                   
|Total Assets                                                                                             | $                                -
|                                                                                                         |                                   
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                     |                                   
|Current Liabilities                                                                                      | $                                -
|Total Liabilities                                                                                        | -                                 
|                                                                                                         |                                   
|Stockholders Equity (Deficit)                                                                           |                                   
|Preferred stock - $.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding        |                                   
|Common stock - $.0001 par value; 250,000,000 shares authorized; 31,340,000 shares issued and outstanding | 3,134                             
|Deficit accumulated during development stage                                                             | (3,134)                           
|Total Stockholders Equity (Deficit)                                                                     | -                                 
|Total Liabilities and Stockholders Equity                                                               | $                                -





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







F-1







UNICAPITAL ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)





|                                        |                                        |                                                  
|--------------------------------------- | -------------------------------------- | -------------------------------------------------
|                                        | As of
December 31, 2008                | January 11, 2008
(inception) to
December 31, 2008
|Revenues                                |                                        |                                                  
|Revenues                                | $                               -      | $                             -                  
|Total Revenues                          | -                                      | -                                                
|                                        |                                        |                                                  
|Operating Costs and Expenses            |                                        |                                                  
|General & Administrative Expenses       | 3,134                                  | 3,134                                            
|Total Operating Costs and Expenses      | 3,134                                  | 3,134                                            
|                                        |                                        |                                                  
|Net Income (Loss)                       | $                              (3,134) | $                      (3,134)                   
|                                        |                                        |                                                  
|Basic and diluted loss per common share | $                        (0.00)        | $                     (0.00)                     
|Basic and diluted weighted average      |                                        |                                                  
|Common shares outstanding               | 31,340,000                             | 31,340,000                                       





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































F-2

UNICAPITAL ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)









|                                                                  |              |                  |                            |                                                    |                
|----------------------------------------------------------------- | ------------ | ---------------- | -------------------------- | -------------------------------------------------- | ---------------
|                                                                  | Common Stock |                  |                            |                                                   
|                                                                  | Shares       | Amount           | Additional
Paid In
Capital | (Deficit
Accumulated
during the
development
stage) | Total          
|Common shares issued for services to founders on January 11, 2008 | 31,340,000   | $          3,134 | $              -           | $                  -                               | $         3,134
|Net loss                                                          |              | -                | -                          | (3,134)                                            | (3,134)        
|Balance at December 31, 2008                                      | 31,340,000   | $         3,134  | $              -           | $            (3,134)                               | $             -



















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























F-3



UNICAPITAL ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)





|                                                     |                                 
|---------------------------------------------------- | --------------------------------
|                                                     | As of
December 31, 2008         
|Cash Flows from Operating Activities                 |                                 
|Net loss                                             | $                        (3,134)
|Issuance of stock for services rendered              | 3,134                           
|Net Cash Provided (Used) by Operating Activities     | -                               
|                                                     |                                 
|Cash Flows from Investing Activities                 | -                               
|Net Cash Used in Investing Activities                | -                               
|                                                     |                                 
|Cash Flows from Financing Activities                 | -                               
|Net Cash Provided by Financing Activities            | -                               
|                                                     |                                 
|Net Change in Cash and Cash Equivalents              | -                               
|                                                     |                                 
|Cash and Cash Equivalents at Beginning of Period     | -                               
|                                                     |                                 
|Cash and Cash Equivalents at End of Period           | $                              -
|                                                     |                                 
|Noncash Financing and Investment Activities          |                                 
|Common stock issued to founder for services rendered | 3,134                           
|                                                     |                                 
|Supplemental Cash Flow Information                   |                                 
|Interest paid                                        | $                              -
|Income taxes paid                                    | $                              -





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









F-4



UNICAPITAL ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008





NOTE 1 BUSINESS DESCRIPTION AND ORGANIZATION



UniCapital Acquisition Corp. was incorporated in Delaware on January 11, 2008 and has been inactive since inception.  UniCapital intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.



NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation - Development Stage Company



UniCapital has not earned any revenue from operations. Accordingly, UniCapital's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7. Among the disclosures required by SFAS 7 are that UniCapital's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of UniCapital's inception.



UniCapital has elected a fiscal year ending on December 31.



A.     Cash and cash equivalents



Cash and cash equivalents include cash on hand, cash accounts, interest bearing savings accounts and time certificates of deposit with a maturity of three months or less when purchased.



B.     Use of estimates



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



C.     Income Taxes



UniCapital accounts for income taxes under the Financial Accounting Standards Board (FASB) Statement No. 109, "Accounting for Income Taxes."  Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to UniCapital not having any material operations for the period ended December 31, 2008.



D.     Basic Loss Per Common Share



Basic loss per common share has been calculated based on the weighted average number of shares outstanding during the period after giving retroactive effect to stock splits. There are no dilutive securities at December 31, 2008 for purposes of computing fully diluted earnings per share.



E.     Impact of New Accounting Standards



UniCapital does not expect the adoption of recently issued accounting pronouncements to have a significant impact on UniCapital's results of operations, financial position, or cash flow.



NOTE 3 SHAREHOLDER'S EQUITY



Preferred Stock



UniCapital's board of directors has the authority to establish and fix the designation, powers, or preferences of preferred shares without further vote by the shareholders.



UniCapital has the following classes of capital stock as of December 31, 2008:



•

Common stock  250,000,000 shares authorized; $0.0001 par value; 31,340,000 shares issued and outstanding.



•

Preferred stock  20,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding.