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

                                   FORM 10-QSB

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

                For the quarterly period ended March 31, 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
(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)

                                 (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 [ ] No [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 May 7, 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.
                              FINANCIAL STATEMENTS

                                      INDEX


Part I-- FINANCIAL INFORMATION
                                                                        Page

  Item 1. Financial Statements                                            3

  Item 2. Management's Discussion and Analysis of Financial Condition    10

  Item 3. Control and Procedures                                         15

Part II-- OTHER INFORMATION

  Item 1. Legal Proceedings                                              16

  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds    16

  Item 3. Defaults Upon Senior Securities                                16

  Item 4. Submission of Matters to a Vote of Security Holders            16

  Item 5. Other Information                                              16

  Item 6. Exhibits and Reports on Form 8-K                               16

Signature                                                                17

<PAGE>

Item 1. Financial Information
-----------------------------

BASIS OF PRESENTATION

The accompanying unaudited financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
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, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the three
months ended March 31, 2008 are not necessarily indicative of results that
may be expected for the year ending March 31, 2008. The financial statements
are presented on the accrual basis.


<PAGE>

                          UNICAPITAL ACQUISITION CORP.


                              FINANCIAL STATEMENTS







                              AS OF MARCH 31, 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



<PAGE>

<TABLE>
                           UNICAPITAL ACQUISITION CORP.
                           A DEVELOPMENT STAGE COMPANY
                                  BALANCE SHEET
                                   (UNAUDITED)
                              As of March 31, 2008


                                     ASSETS

<CAPTION>
                                                                March 31, 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>

<PAGE>

<TABLE>

                          UNICAPITAL ACQUISITION CORP.
                          A DEVELOPMENT STAGE COMPANY
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
           For the Quarter ended March 31, 2008, and from inception
                  (January 11, 2008) through March 31, 2008


<CAPTION>

                                                       Quarter          From Inception to
                                                    March 31, 2008        March 31, 2008

<S>                                                  <C>                   <C>
REVENUE                    Sales                     $        --           $        --
                           Cost of sales                      --                    --
                                                     -----------           -----------

     GROSS PROFIT                                             --                    --

     OPERATING COSTS AND EXPENSES

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

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


NET EARNINGS PER SHARE

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




<PAGE>

<TABLE>

                           UNICAPITAL ACQUISITION CORP.
                           A DEVELOPMENT STAGE COMPANY
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
            For the Quarter ended March 31, 2008, and from inception
                   (January 11, 2008) through March 31, 2008

<CAPTION>

                                                                 Quarter          From inception
CASH FLOWS FROM OPERATING ACTIVITIES                          March 31, 2008      to March 31, 2008
<S>                                                             <C>               <C>
             Net income (loss)                                  $  (3,134)          $  (3,134)

             Changes in working capital                             3,134               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>




<PAGE>


                           UNICAPITAL ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)


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.

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

                                       F-4


<PAGE>

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
March 31, 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
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 March 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.

                                       F-5

<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-SB 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.

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
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-QSB and annual reports on Form 10-KSB.

The Company was formed to engage in a merger with or acquisition of an
unidentified Chinese private 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:

<PAGE>

  (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;

  (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

<PAGE>

on Form 8-K. Persons reading this Form 10-QSB 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
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

<PAGE>

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.

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 March 31, 2008, the Company had no cash and no other assets.

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
intangible assets separate from goodwill. Recorded goodwill and intangibles
will be evaluated against these new criteria and may result in certain
intangibles being subsumed

<PAGE>

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
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.

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

<PAGE>

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. Controls and Procedures
-------------------------------

(a) Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.

(b) Changes in internal controls.

Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.


<PAGE>

                           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 2.   Changes in Securities.

          None

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 March 31, 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 and Reports of Form 8-K.

          (a)  Exhibits

           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-SB
(File No. 000-53148), as filed with the Securities and Exchange Commission on
March 28, 2008, and incorporated herein by this reference.


          (b) Reports of Form 8-K

              There were no reports on Form 8-K filed by the Company during
              the quarter ended March 31, 2008.



<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) 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: May 7, 2008                     By: /s/ William Tay
                                      -----------------------------------
                                      William Tay
                                      Chief Executive Officer, President
                                      and Chief Financial Officer
                                      (Principal Executive Officer)
                                      (Principal Financial Officer)