UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2008

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

                         For the transition period from

                         Commission File No. 000-53148


                          UniCapital Acquisition Corp.
        (Exact name of small business issuer as specified in its charter)

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

                       c/o William Tay, President and CEO
                              TBM Investments, Inc.
                         305 Madison Avenue, Suite 1166
                               New York, NY 10165

                                Mailing address:
                                 P.O. Box 42198
                             Philadelphia, PA 19101
                    (Address of Principal Executive Offices)

                             Tel/Fax: (917) 591-2648
                           (Issuer's telephone number)

                                 Not applicable
      (Former name, address and fiscal year, if changed since last report)


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

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,"
"non-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]

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

   APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                             PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

As of October 14, 2008, there were 31,340,000 shares of common stock, $.0001
par value per share, issued and outstanding.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>

                           UNICAPITAL ACQUISITION CORP.
                           A DEVELOPMENT STAGE COMPANY
                              FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008

                                      INDEX

Part I-- FINANCIAL INFORMATION
                                                                        Page

  Item 1.  Financial Statements                                           4

  Item 2.  Management's Discussion and Analysis of Financial Condition   11

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk    17

  Item 4T. Controls and Procedures                                       17

Part II-- OTHER INFORMATION

  Item 1.  Legal Proceedings                                             18

  Item 1A. Risk Factors                                                  18

  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds   18

  Item 3.  Defaults Upon Senior Securities                               19

  Item 4.  Submission of Matters to a Vote of Security Holders           19

  Item 5.  Other Information                                             19

  Item 6.  Exhibits                                                      19

Signature                                                                20

2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
-----------------------------

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows
of the Company for the interim periods presented.

The results for the period ended September 30, 2008 are not necessarily
indicative of the results of operations for the full year. These financial
statements and related footnotes should be read in conjunction with the
financial statements and footnotes thereto included in the Company's Form 10-
12G filed with the Securities and Exchange Commission for the period from
January 11, 2008 (inception) to February 15, 2008.

3
<PAGE>

                          UNICAPITAL ACQUISITION CORP.

                              FINANCIAL STATEMENTS

                            AS OF SEPTEMBER 30, 2008


UniCapital Acquisition Corp.
Financial Statements Table of Contents

FINANCIAL STATEMENTS                                                     Page #

         Balance Sheet                                                        1

         Statements of Operations                                             2

         Statements of Cash Flows                                             3

         Notes to the Financial Statements                                  4-5


4
<PAGE>
<TABLE>
                           UNICAPITAL ACQUISITION CORP.
                           A DEVELOPMENT STAGE COMPANY
                                  BALANCE SHEET
                                   (UNAUDITED)
                            As of September 30, 2008


                                     ASSETS

<CAPTION>
                                                                   September 30,
                                                                       2008
CURRENT ASSETS

<S>                                                                <C>
        Cash                                                       $     --
                                                                   --------




                      TOTAL ASSETS                                 $     --
                                                                   ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Accrued expenses                                               $     --
                                                                   --------

                      TOTAL LIABILITIES                                  --

STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred Stock - par value $0.0001
    20,000,000 shares authorized;
    0 shares issued and outstanding                                      --

  Common Stock - par value $0.0001;
    250,000,000 shares authorized;
    31,340,000 shares issued and outstanding                          3,134

  Additional paid in capital                                             --

  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
</TABLE>

5
<PAGE>
<TABLE>

                          UNICAPITAL ACQUISITION CORP.
                          A DEVELOPMENT STAGE COMPANY
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
         For the Quarter ended September 30, 2008, and from inception
                (January 11, 2008) through September 30, 2008


<CAPTION>
                                                                          For the Period
                                                       For the              January 11,
                                                       3-Months                2008
                                                        Ended             (Inception) to
                                                     September 30,         September 30,
                                                         2008                  2008
                                                     -----------           -----------
<S>                                                  <C>                   <C>
REVENUE                    Sales                     $        --           $        --
                           Cost of sales                      --                    --
                                                     -----------           -----------

     GROSS PROFIT                                             --                    --

     OPERATING COSTS AND EXPENSES

       ORGANIZATION AND RELATED EXPENSES                      --                 3,134
                                                     -----------           -----------
     TOTAL OPERATING COST AND EXPENSES                        --                 3,134

     NET INCOME (LOSS)                                        --                (3,134)
                                                     ===========           ===========


NET EARNINGS PER SHARE

         Basic and Diluted
         Net loss per share                                   --                 (0.00)

Basic and Diluted Weighted Average
    Number of Common Shares Outstanding               31,340,000            31,340,000






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


                                       F-2
</TABLE>

6
<PAGE>
<TABLE>

                           UNICAPITAL ACQUISITION CORP.
                           A DEVELOPMENT STAGE COMPANY
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
          For the Quarter ended September 30, 2008, and from inception
                  (January 11, 2008) through September 30, 2008

<CAPTION>
                                                                                 For the Period
                                                                 For the           January 11,
                                                                 3-Months             2008
                                                                  Ended          (Inception) to
                                                               September 30,      September 30,
                                                                   2008               2008
                                                               -----------        -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                             <C>               <C>
             Net income (loss)                                  $      --           $  (3,134)

             Changes in working capital                                --               3,134
                                                                ---------           ---------

NET CASH PROVIDED OR (USED) IN OPERATIONS                              --                  --

CASH FLOWS FROM INVESTING ACTIVITIES

        None                                                           --                  --

CASH FLOWS FROM FINANCING ACTIVITIES

        None                                                           --                  --

CASH RECONCILIATION

        Net increase (decrease) in cash                                --                  --
        Beginning cash balance                                         --                  --
                                                                ---------           ---------

CASH BALANCE AT END OF PERIOD                                   $      --           $      --
                                                                =========           =========





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


                                       F-3


</TABLE>

7
<PAGE>

                           UNICAPITAL ACQUISITION CORP.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

Basis of Presentation

UniCapital Acquisition Corp. (the "Company") was incorporated under the laws
of the State of Delaware on January 11, 2008 and has been inactive since
inception.  The Company 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.

The Company has not earned any revenue from operations.  Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Enterprise" as set forth in Financial Accounting Standards Board Statement No.
7 ("SFAS 7").  The Company's financial statements are 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 the Company's
inception.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a fiscal year ending on December 31.

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, disclosure of
contingent assets and liabilities at the date of the  financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.

8
<PAGE>

Income Taxes

Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes.  A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carry forwards.  Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets
and liabilities. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion of
all of the deferred tax assets will be realized.  Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment. There were no current or deferred income tax expenses or
benefits due to the Company not having any material operations for period ended
September 30, 2008.

Earnings per Share

The Company adopted the provisions of SFAS No. 128, "Earnings Per Share"
("EPS").  SFAS No. 128 provides for the calculation of basic and diluted
earnings per share.   Basic EPS includes no dilution and is computed by
dividing income or loss available to common stockholders by the weighted
average number of common shares outstanding for the period.  Diluted EPS
reflects the potential dilution of securities that could share in the earnings
or losses of the entity.  Such amounts include shares potentially issuable
pursuant to shares to be issued, convertible debentures and outstanding options
and warrants.

Impact of New Accounting Standards

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

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using the accrual method of
accounting in accordance with accounting principles generally accepted in the
United States of America ("GAAP"), and have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities in the normal course of business.  The Company currently has no
source of revenue to cover its costs.  The Company will limit all operational

9
<PAGE>

activities to searching and consummating a business combination.  The Company
will offer non-cash consideration and seek equity lines as the sole method of
financing for the near term.  If the Company is unable to secure financing
until a business combination is consummated, it may substantially limit or
terminate its operations or seek other business opportunities through strategic
alliances, acquisitions or other arrangements that may dilute the interests of
existing stockholders.

NOTE 4 - SHAREHOLDER'S EQUITY

On January 11, 2008, the Board of Directors issued 31,340,000 shares of common
stock for $3,134 in services to the founding shareholder of the Company to fund
organizational start-up costs.

The Company has the following classes of capital stock as of September 30,
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.

10
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Conditions and
        Results of Operations
------------------------------------------------------------------------

The following discussion and analysis should be read in conjunction with our
financial statements and notes to the financial statements included elsewhere
in this report as well as the Form 10-12G registration statement. This report
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act.  We
intend that the forward-looking statements be subject to the safe harbors
created by those sections.

PLAN OF OPERATION; GOING CONCERN

BACKGROUND OF THE COMPANY

UniCapital Acquisition Corp. (the "Company") was organized on January 11, 2008,
as a blank check or shell company under the Laws of the State of Delaware. The
Company does not currently engage in any business activities that provide cash
flow. From inception, the primary activity of the Company has been directed
towards organizational efforts, compliance matters and locating potential
merger or acquisition candidates. The Company's primary purpose is to engage in
a merger with or acquisition of one or more private domestic or foreign
companies.

The Company is continuing its efforts to locate a merger candidate for the
purpose of a merger. It is possible that the Company will be successful in
locating such a merger candidate and closing such merger. However, if the
Company cannot effect a non-cash acquisition, the Company may have to raise
funds from a private offering of its securities under Rule 506 of Regulation D.
There is no assurance the Company would obtain any such equity funding.

The Company is still a "blank check" or "shell" company. At present, the
Company has no business opportunities under contemplation for acquisition or
merger.

GENERAL OVERVIEW

The Company's activities since inception have been limited to organizational
matters, compliance efforts and locating potential merger candidates, and the
Company has not engaged in any operating activity since its inception.

The Company has registered its Common Stock on a Form 10-SB registration

11
<PAGE>

statement filed pursuant to the Securities Exchange Act of 1934 (the Exchange
Act) and Rule 12(g) thereof. The Company files with the U.S. Securities and
Exchange Commission periodic reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-Q and annual reports on Form 10-K.

The Company was formed to engage in a merger with or acquisition of an
unidentified domestic or foreign company which desires to become a U.S.
reporting (public) company whose securities are qualified for trading in the
United States secondary market. The Company meets the definition of a blank
check company contained in Section 7(b)(3) of the Securities Act of 1933, as
amended.

The Company believes that there are perceived benefits to being a reporting
company with a class of publicly-traded securities which may be attractive to
foreign and domestic private companies.

These benefits are commonly thought to include:

  (1) the ability to use registered shares to make acquisition of assets or
      businesses;

  (2) increased visibility in the financial community;

  (3) the facilitation of borrowing from financial institutions;

  (4) improved trading efficiency;

  (5) shareholder liquidity;

  (6) greater ease in subsequently raising capital;

  (7) compensation of key employees through options for stock for which there
      is a public market;

  (8) enhanced corporate image; and,

  (9) a presence in the United States capital market.

A private company which may be interested in a business combination with the
Company may include the following:

  (1) a Company for which a primary purpose of becoming public is the use of
      its securities for the acquisition of assets or businesses;

12
<PAGE>

  (2) a company which is unable to find an underwriter of its securities or
      is unable to find an underwriter of securities on terms acceptable to it;

  (3) a company which wishes to become public with less dilution of its Common
      Stock than would occur normally upon an underwriting;

  (4) a company which believes that it will be able to obtain investment
      capital on more favorable terms after it has become public;

  (5) a foreign company which may wish an initial entry into the United States
      securities market;

  (6) a special situation company, such as a company seeking a public market
      to satisfy redemption requirements under a qualified Employee Stock
      Option Plan; and,

  (7) a company seeking one or more of the other benefits believed to attach to
      a public company.

The Company is authorized to enter into a definitive agreement with a wide
variety of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which private
company, if any, the Company will enter into a definitive agreement or what
will be the industry, operating history, revenues, future prospects or other
characteristics of that company.

As of the date hereof, management of the Company has not made any final
decision for a business combination with any private corporations, partnerships
or sole proprietorships. When any such agreement is reached or other material
fact occurs, the Company will file notice of such agreement or fact with the
U.S. Securities and Exchange Commission on Form 8-K. Persons reading this Form
10-Q are advised to see if the Company has subsequently filed a Form 8-K.

There is presently no trading market for the Company's common stock and no
market may ever exist for the Company's common stock. The Company plans to
apply for a corporate CUSIP # for its common stock and to assist broker-dealers
in complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as
amended, so that such brokers can trade the Company's common stock in the Over-
The-Counter Electronic Bulletin Board (the "OTC Bulletin Board") after the
Company is no longer classified as a "blank check" or shell company, as defined
by the U.S. Securities and Exchange Commission. There can be no assurance to
investors that any broker-dealer will actually file the materials required in

13
<PAGE>

order for such OTC Bulletin Board trading to proceed.

The U.S. Securities and Exchange Commission has adopted a rule (Rule 419) which
defines a blank-check company as (i) a development stage company, that is (ii)
offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific
business plan or purpose or has indicated that its business plan is engage in a
merger or acquisition with an unidentified company or companies.

BUSINESS COMBINATION

The Company will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company.  The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-
assets exchange (the "business combination").  In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended.  No assurances can be given that the
Company will be successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses,
and it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business
life. It is impossible to predict the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws.  In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into an
agreement for a business combination or has consummated a business combination.
The issuance of additional securities and their potential sale into any trading
market which may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market develops, of
which there is no assurance.

14
<PAGE>

The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements.  Negotiations with a
target company will likely focus on the percentage of the Company which the
target company shareholders would acquire in exchange for their shareholdings.
Although the terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.  Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's shareholders
at such time.

LIQUIDITY AND OPERATIONAL RESULTS

The Company has no current operating history and does not have any revenues or
earnings from operations. The Company has no 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 the Company incurring a net operating loss that will increase
continuously until the Company can consummate a business combination with a
profitable business opportunity. There is no assurance that we can identify
such a business opportunity and consummate such a business combination.

We are dependent upon our officers to meet any de minimis costs that may occur.
Mr. William Tay, an officer and director of the Company, has agreed to provide
the necessary funds, without interest, for the Company to comply with the
Securities Exchange Act of 1934, as amended; provided that he is an officer and
director of the Company when the obligation is incurred. All advances are
interest-free.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2008, the Company had no cash and no other assets.

As part of our plan to augment our financial resources and consider attractive
business opportunities, we and our principal stockholders have entered into
discussions with an unaffiliated third party with respect to a potential merger
transaction which could result in change of control/ownership and new
management.

There can be no assurance that a merger or other significant transaction will
be consummated with the third party or, if consummated, that the Company or its
stockholders would realize any benefits from it. The proposed transactions, if
consummated, would constitute a change in control of the Company.

If a proposed transaction is consummated, a Form 8-K describing the proposed
transactions or agreement, as applicable, will be filed by the Company with the
Securities and Exchange Commission.

ACCOUNTING FOR BUSINESS COMBINATION

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "SFAS" No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording

15
<PAGE>

intangible assets separate from goodwill. Recorded goodwill and intangibles
will be evaluated against these new criteria and may result in certain
intangibles being subsumed into goodwill, or alternatively, amounts initially
recorded as goodwill may be separately identified an recognized apart from
goodwill. SFAS No. 142 requires the use of a non-amortization approach to
account for purchased goodwill and certain intangibles. Under a
non-amortization approach, goodwill and certain intangibles is more than its
fair value. Goodwill is the excess of the acquisition costs of the acquired
entity over the fair value of the identifiable net assets acquired. The
Company is required to test goodwill and intangible assets that are
determined to have an indefinite life for impairments at least annually. The
provisions of SFAS No. 142 require the completion of an annual impairment test
with any impairment recognized in current earnings. The provisions of SFAS No.
141 and SFAS No. 142 may be applicable to any business combination that we may
enter into in the future.

We have also been informed that most business combinations will be accounted
for as a reverse acquisition with us being the surviving registrant. As a
result of any business combination, if the acquired entity's shareholders will
exercise control over us, the transaction will be deemed to be a capital
transaction where we are treated as a non-business entity. Therefore, the
accounting for the business combination is identical to that resulting from a
reverse merger, except no goodwill or other intangible assets will be recorded.
For accounting purposes, the acquired entity will be treated as the accounting
acquirer and, accordingly, will be presented as the continuing entity.

OFF-BALANCE SHEET ARRANGEMENTS

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

GOING CONCERN

The financial statements included in this filing have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance of us as a going concern. Our lack of cash is inadequate to pay all
of the costs associated with our operations. Management intends to use
borrowings and security sales to mitigate the effects of its cash position,
however no assurance can be given that debt or equity financing, if and when
required will be available. The financial statements do not include any

16
<PAGE>

adjustments relating to the recoverability and classification of recorded
assets and classification of liabilities that might be necessary should we be
unable to continue existence.

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.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions
which could cause actual results to differ materially from projections or
estimates contained  herein.  Factors which could cause actual results to
differ materially include, among others, unanticipated delays or difficulties
in location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like.  Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially form those anticipated,
estimated or projected. The Company cautions again placing undue reliance on
forward-looking statements all of that speak only as of the date made.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.
------------------------------------------------------------------

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

Item 4T. Controls and Procedures
--------------------------------

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules, regulations and related forms, and
that such information is accumulated and communicated to our principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.

17
<PAGE>

As of September 30, 2008, we carried out an evaluation, under the supervision
and with the participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this evaluation,
our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures were effective.

Changes in internal controls.

There have been no changes in our internal controls or in other factors that
could significantly affect these controls and procedures during the quarter
ended September 30, 2008.

Limitations on the Effectiveness of Controls

The Company's management does not expect that their disclosure controls or
their internal controls over financial reporting will prevent all error and
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, but not absolute, assurance that the objectives of a control
system are met. Further, any control system reflects limitations on resources,
and the benefits of a control system must be considered relative to its costs.
These limitations also include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and may
not be detected.


                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          The Company is currently not a party to any pending legal proceedings
          and no such action by, or to the best of its knowledge, against the
          Company has been threatened.

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 information required by
          this Item.

18
<PAGE>

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

          On January 11, 2008, the Company issued 31,340,000 shares of common
          stock for total consideration of $3,134 in services to the sole
          shareholder of the Company under the exemption from registration
          afforded the Company under Section 4(2) of the Securities Act of 1933,
          as amended.

Item 3.   Defaults Upon Senior Securities.

          None

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

          No matter was submitted during the quarter ending September 30, 2008,
          covered by this report to a vote of the Company's shareholders,
          through the solicitation of proxies or otherwise.

Item 5.   Other Information.

          None.

Item 6.   Exhibits.

Exhibit   Description
-------   -----------

*3.1      Certificate of Incorporation, as filed with the Delaware Secretary of
          State on January 11, 2008.

*3.2      By-Laws.

31.1      Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.

32.1      Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.

* Filed as an exhibit to the Company's Registration Statement on Form 10-12G,
as filed with the Securities and Exchange Commission on March 28, 2008 and
incorporated herein by this reference.

19
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.


                                      UNICAPITAL ACQUISITION CORP.
                                      (Registrant)


Date: October 14, 2008                By: /s/ William Tay
                                      -----------------------------------
                                      William Tay
                                      Chief Executive Officer and
                                      Chief Financial Officer
                                      (Principal Executive Officer)
                                      (Principal Financial Officer)



20