UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the quarterly period ended March 31,
      2009OR ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the transition period from ________________ to
      ________________





Commission
file number:  000-1434389





UNIVERSAL SOLAR TECHNOLOGY,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
            
            26-0768064(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)No.
      1 Pingbei Road 2,
              Nanping
      Science & Technology Industrial Park,
              Zhuhai
      City, Guangdong Province,
              The
      People’s Republic of China
            
            519060(Address
      of principal executive offices)
            
            (Zip
      Code)





86-756-8682610


(Registrant’s
telephone number, including area code)





(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes  x
            No   ̈




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


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


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   ̈
            No  x





Indicate
the number of shares outstanding of each of the issuer's classes of common stock
$0.0001 par value per share, as of May 12, 2009 was
22,574,974 shares.







TABLE
OF CONTENTS





PART
      I - FINANCIAL INFORMATIONItem
      1. Financial Statements
              1Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
              9Item
      3.Quantitative and Qualitative Disclosures About Market
    Risk
              13Item
      4T. Controls and Procedures
              13PART
      II - OTHER INFORMATIONItem
      1. Legal Proceedings
              13Item
      1A. Risk Factors
              13Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              13Item
      3. Defaults Upon Senior Securities
              14Item
      4. Submission of Matters to a Vote of Security Holders
              14Item
      5. Other Information
              14Item
      6. Exhibits
              14SIGNATURES
              15




Except
as otherwise required by the context, all references in this report to "we",
"us”, "our", “Universal Solar Technology” or "Company" refer to the consolidated
operations of Universal Solar Technology, Inc., and its wholly owned
subsidiaries.









PART
I. FINANCIAL INFORMATION





Item
1. Financial Statements.




UNIVERSAL
SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS





March
      31, 2009
                        
                        
                        December
      31, 2008(Unaudited)
                        
                        
                        (Audited)ASSETSCURRENT
      ASSETS:Cash
                        
                        $
                        169,145
                        
                        
                        $
                        259,025Accounts
      receivable
                        
                        
                        390,249
                        
                        
                        
                        -Prepaid
      expenses and other current assets
                        
                        
                        15,822
                        
                        
                        
                        26,666TOTAL
      CURRENT ASSETS
                        
                        
                        575,216
                        
                        
                        
                        285,691Deposits
      for future deliveries of equipment
                        
                        
                        79,110
                        
                        
                        
                        -Land
      use right, net of accumulated amortizationof $3,524 and $0,
      respectively
                        
                        
                        419,319
                        
                        
                        
                        423,420Property
      and equipment, net of accumulated depreciation
                        
                        
                        4,178
                        
                        
                        
                        -TOTAL
      ASSETS
                        
                        $
                        1,077,823
                        
                        
                        $
                        709,111LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                        
                        $
                        21,106
                        
                        
                        $
                        42,450Due
      to related parties-current portion
                        
                        
                        1,123,550
                        
                        
                        
                        749,298TOTAL
      CURRENT LIABILITIES
                        
                        
                        1,144,656
                        
                        
                        
                        791,748Due
      to related parties- non-current portion
                        
                        
                        22,485
                        
                        
                        
                        22,485TOTAL
      LIABILITIES
                        
                        
                        1,167,141
                        
                        
                        
                        814,233STOCKHOLDERS'
      DEFICIENCY:Preferred
      stock, $0.0001 par value, 10,000,000 shares authorized 0 shares issued and
      outstanding
                        
                        
                        -
                        
                        
                        
                        -Common
      stock, $0.0001 par value, 90,000,000 shares authorized, 22,574,974 shares
      issued and outstanding
                        
                        
                        2,257
                        
                        
                        
                        2,257Additional
      paid-in capital
                        
                        
                        425,008
                        
                        
                        
                        416,273Deficit
                        
                        
                        (525,286
                        )
                        
                        
                        (503,904
                        )Accumulated
      other comprehensive income (loss)
                        
                        
                        8,703
                        
                        
                        
                        (19,748
                        )TOTAL
      STOCKHOLDERS' DEFICIENCY
                        
                        
                        (89,318
                        )
                        
                        
                        (105,122
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                        
                        $
                        1,077,823
                        
                        
                        $
                        709,111





See notes
to consolidated financial statements.


1





UNIVERSAL
SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)


(Unaudited)





Three
      Months
                  
                  
                  Three
      Monthsended
                  
                  
                  endedMarch 31, 2009
                  
                  
                  March 31, 2008SALES
                  
                  $
                  659,948
                  
                  
                  $
                  -COSTS
      AND EXPENSES:Cost
      of goods sold
                  
                  
                  589,368
                  
                  
                  
                  -Selling,
      general and administrative expenses
                  
                  
                  83,469
                  
                  
                  
                  40,996TOTAL
      COSTS AND EXPENSES
                  
                  
                  672,837
                  
                  
                  
                  40,996LOSS
      FROM OPERATIONS
                  
                  
                  (12,889
                  )
                  
                  
                  (40,996
                  )Interest
      Expense
                  
                  
                  (8,239
                  )
                  
                  
                  -(Loss)
      on foreign currency transactions
                  
                  
                  (254
                  )
                  
                  
                  -NET
      LOSS
                  
                  
                  (21,382
                  )
                  
                  
                  (40,996
                  )OTHER
      COMPREHENSIVE INCOME (LOSS):Foreign
      currency translation adjustment
                  
                  
                  28,451
                  
                  
                  
                  -COMPREHENSIVE
      INCOME (LOSS)
                  
                  $
                  7,069
                  
                  
                  $
                  (40,996
                  )Basic
      and diluted (loss) per common share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted
      average number of shares outstanding
                  
                  
                  22,574,974
                  
                  
                  
                  20,321,040





See notes
to consolidated financial statements.


2


UNIVERSAL
SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS'  DEFICIENCY


(Unaudited)


COMMON
                    
                    
                    ADDITIONAL
                    
                    
                    
                    
                    
                    OTHERSTOCK
                    
                    
                    PAID-IN
                    
                    
                    ACCUMULATED
                    
                    
                    COMPREHENSIVESHARES
                    
                    
                    AMOUNT
                    
                    
                    CAPITAL
                    
                    
                    DEFICIT
                    
                    
                    INCOME
                    
                    
                    TOTALBALANCE
      - DECEMBER 31, 2008
                    
                    
                    22,574,974
                    
                    
                    $
                    2,257
                    
                    
                    $
                    416,273
                    
                    
                    $
                    (503,904
                    )
                    
                    $
                    (19,748
                    )
                    
                    $
                    (105,122
                    )Imputed
      interest on shareholder loan
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    8,735
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    8,735Foreign
      currency translation adjustment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    28,451
                    
                    
                    
                    28,451Net
      Income (loss)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (21,382
                    )
                    
                    
                    -
                    
                    
                    
                    (21,382
                    )BALANCE
      - MARCH 31, 2009
                    
                    
                    22,574,974
                    
                    
                    $
                    2,257
                    
                    
                    $
                    425,008
                    
                    
                    $
                    (525,286
                    )
                    
                    $
                    8,703
                    
                    
                    $
                    (89,318
                    )





See notes
to  consolidated financial statements.


3





UNIVERSAL
SOLAR TECHNOLOGY INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)





Three
      Months
                        
                        
                        Three
      MonthsEnded
                        
                        
                        EndedMarch
      31, 2009
                        
                        
                        March
      31, 2008OPERATING
      ACTIVITIES:Net
      loss
                        
                        $
                        (21,382
                        )
                        
                        $
                        (40,996
                        )Adjustments
      to reconcile net loss to netcash used in operating
      activities:Imputed
      interest on stockholder loan
                        
                        
                        8,735
                        
                        
                        
                        -Stock
      issued for services
                        
                        
                        -
                        
                        
                        
                        9,424Amortization
      of land use right
                        
                        
                        3,524
                        
                        
                        
                        -Changes
      in operating assets and liabilities:Accounts
      receivable
                        
                        
                        (390,249
                        )
                        
                        
                        -Prepaid
      expenses and other current assets
                        
                        
                        10,844
                        
                        
                        
                        (4,173
                        )Accounts
      payable and accrued expenses
                        
                        
                        (21,344
                        )
                        
                        
                        (17,500
                        )NET
      CASH USED IN OPERATING ACTIVITIES
                        
                        
                        (409,872
                        )
                        
                        
                        (53,245
                        )INVESTING
      ACTIVITIES:Deposits
      for future deliveries of equipment
                        
                        
                        (79,110
                        )
                        
                        
                        -Acquisition
      of property and equipment
                        
                        
                        (4,178
                        )
                        
                        
                        -NET
      CASH USED IN INVESTING ACTIVITIES
                        
                        
                        (83,288
                        )
                        
                        
                        -FINANCING
      ACTIVITIES:Increase
      in due to related parties
                        
                        
                        374,252
                        
                        
                        
                        22,890NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                        
                        
                        374,252
                        
                        
                        
                        22,890EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
                        
                        
                        29,028
                        
                        
                        
                        15,120INCREASE
      (DECREASE) IN CASH
                        
                        
                        (89,880
                        )
                        
                        
                        (15,235
                        )CASH
      - BEGINNING OF PERIOD
                        
                        
                        259,025
                        
                        
                        
                        91,184CASH
      - END OF PERIOD
                        
                        $
                        169,145
                        
                        
                        $
                        75,949Supplemental
      disclosures of cash flow information:Interest
      paid
                        
                        $
                        -
                        
                        
                        $
                        -Income
      taxes paid
                        
                        $
                        -
                        
                        
                        $
                        -





See
notes to consolidated financial statements.




4


UNIVERSAL
SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2009


(Unaudited)





1. INTERIM FINANCIAL
STATEMENTS





The
unaudited financial statements as of March 31, 2009 and for the three months
ended March 31, 2009 and 2008 have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information and with instructions to Form 10-Q.  In the opinion of
management, the unaudited financial statements have been prepared on the same
basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
financial position as of March 31, 2009 and the results of operations and cash
flows for the periods ended March 31, 2009 and 2008. The financial data and
other information disclosed in these notes to the interim financial statements
related to these periods are unaudited.  The results for the three
months ended March 31, 2009 is not necessarily indicative of the results to be
expected for any subsequent quarter of the entire year ending December 31,
2009.  The balance sheet at December 31, 2008 has been derived from
the audited financial statements at that date.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission’s rules and regulations.  These unaudited
financial statements should be read in conjunction with our audited financial
statements and notes thereto for the year ended December 31, 2008 as included in
our report on Form 10-K.





2.
ORGANIZATION AND BUSINESS OPERATIONS





Universal
Solar Technology, Inc. (the “Company”) was incorporated in the State of Nevada
on July 24, 2007.  The Company operates through its wholly-owned
subsidiaries, Kuong U Science & Technology (Group) Ltd. (“Kuong U”), a
company incorporated in Macau, Peoples Republic of China (“PRC”) on May 10,
2007, and Nanyang Universal Solar Technology Co., Ltd. (“NUST”), a company
incorporated in Nanyang, PRC on September 8, 2008.  The Company sells
solar photovoltaic (“PV”) modules.





The
financial statements have been prepared on a "going concern" basis, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. At March 31, 2009, the Company had negative working
capital of $569,440   and a stockholders’ deficiency of $89,318.
Further, the Company has incurred net losses of $525,286 since inception. These
factors raise substantial doubt as to the Company’s ability to continue as a
going concern. The Company plans to improve its financial condition by raising
capital in a private placement of its securities. However, there is no assurance
that the Company will be successful in accomplishing this objective. The
financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going
concern.


5


UNIVERSAL
SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2009


(Unaudited)





3.
LAND USE RIGHT





On
December 1, 2008,  NUST acquired the right to use a parcel of land
approximating  71,280 square meters for forty (40) years for its
office and production facilities from the local government in the
PRC.  The cost of RMB 2,886,300 ($422,843 translated at the March 31,
2009 exchange rate) is being amortized using the straight line method over the
40 year term of the contract.





4. DUE TO RELATED
PARTIES





Due to
related parties consist of:





March
      31,
                    
                    
                    December
      31,2009
                    
                    
                    2008Due
      to Company’s chairman and chief executive officer for chairman’s payment
      of various professional fees and other expenses on behalf of the Company,
      non-interest bearing, due on demand. Interest was imputed at 5% per
      annum.
                    
                    $
                    690,031
                    
                    
                    $
                    698,836Trade
      payable to Zhuhai Yuemao Laser Facility Engineering Co.,
      Ltd.  (“Yuemao Laser”) , a PRC company controlled by the
      Company’s chairman and chief executive officer, non-interest bearing, due
      on demand
                    
                    
                    433,519
                    
                    
                    
                    50,462Due
      to Company’s chairman and chief executive officer pursuant to loan
      agreement dated November 2, 2008, interest at 5%, due November 1,
      2013
                    
                    
                    22,485
                    
                    
                    
                    22,485Total
                    
                    
                    1,146,035
                    
                    
                    
                    771,783Current
      portion
                    
                    
                    (1,123,550
                    )
                    
                    
                    (749,298
                    )Non-current
      portion
                    
                    $
                    22,485
                    
                    
                    $
                    22,485





5.
RELATED PARTY TRANSACTIONS





In the
three months ended March 31, 2009, Kuong U purchased solar PV modules from
Yuemao Laser at a total cost of $589,368 and sold the modules to substantially
one customer.


6


UNIVERSAL
SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2009


(Unaudited)





The
company rents its executive office space from the Company’s chairman and chief
executive officer under a verbal month to month agreement. Rent expense for the
three months ended March 31, 2009 and 2008 was $3,870 and $4,194,
respectively.





6.
MAJOR CUSTOMER





In the
three months ended March 31, 2009, one customer located in India accounted for
approximately 97% of sales. Under the terms of these sales, the Company is
obligated to replace nonworking modules for a period of one year from the date
of deliveries.





7.
COMMITMENTS AND CONTINGENCIES





Prototype Product
Development Agreement





On April
29, 2008, Kuong U entered into an agreement with Yuemao Laser whereby Yuemao
Laser is to develop certain prototype solar energy products for Kuong U. Under
the agreement, Kuong U is obligated to pay a royalty fee quarterly to Yuemao
Laser equal to 1% of Kuong U’s sales from the prototype products.





Equipment
Agreements





On
February 19, 2009 and February 23, 2009, NUST contracted to acquire certain
production equipment for a total of 10,600,000 RMB( $1,552,900 translated at the
March 31, 2009 exchange rate). The agreements provide for NUST’s payment of
certain deposits prior to the delivery of the equipment. As of March 31, 2009, a
total of 540,000 RMB ($79,110 translated at the March 31, 2009 exchange rate)
has been paid to the vendors.





Vulnerability due to
Operations in PRC





The
Company’s operations may be adversely affected by significant political,
economic and social uncertainties in the PRC.  Although the PRC
government has been pursuing economic reform policies for more than 20 years,
there is no guarantee that the PRC government’s pursuit of economic reforms will
be consistent or effective.





The PRC
has adopted currency and capital transfer regulations.  These
regulations require that the Company comply with complex regulations for the
movement of capital. Because  most of the Company’s future revenues
will be in RMB, any inability to obtain the requisite approvals, or any future
restrictions on currency exchanges, will limit the Company’s ability to fund its
business activities outside China or to pay dividends to its
shareholders.





The
Company’s assets will be predominantly located inside China.  Under
the laws governing foreign invested enterprises in China, dividend distribution
and liquidation are allowed, but subject to special procedures under the
relevant laws and rules. Any dividend payment will be subject to the decision of
the board of directors and subject to foreign exchange rules governing such
repatriation.  Any liquidation is subject to both the relevant
government agency’s approval and supervision, as well as the foreign exchange
control.


7


UNIVERSAL
SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2009


(Unaudited)





In
addition, the results of business and prospects are subject, to a significant
extent, to the economic, political and legal developments in China.





While
China’s economy has experienced significant growth in the past twenty years,
growth has been irregular, both geographically and among various sectors of the
economy.  The Chinese government has implemented various measures to
encourage economic growth and guide the allocation of resources.  Some
of these measures benefit the overall economy of China, but may also have a
negative effect on the Company.  The Company’s sales and financial
condition may be adversely affected by the government control over capital
investments or changes in tax regulations.





Foreign companies conducting operations
in the PRC face significant political, economic and legal risks.  The
Communist regime in the PRC includes a stifling bureaucracy which may hinder
Western investment. Any new government regulations or utility policies
pertaining to the Company’s PV products may result in significant additional
expenses to the Company, Company distributors and end users and, as a result,
could cause a significant reduction in demand for the Company’s PV
products




8




Information  Regarding
Forward-Looking Statements




The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
report. Although management believes that the assumptions made and expectations
reflected in the forward-looking statements are reasonable, there is no
assurance that the underlying assumptions will, in fact, prove to be correct or
that actual results will not be different from expectations expressed in this
report.





Item
2.  Management’s Discussion and Analysis of Financial Condition and Results
of Operations.




The
following discussion should be read in conjunction with the Financial Statements
and Notes thereto appearing elsewhere in this Form 10-Q.




Overview





Universal
Solar Technology, Inc. was incorporated in the State of Nevada on July 24, 2007.
It operates through its wholly owned subsidiary, Kuong U Science &
Technology (Group) Ltd. (“Kuong U”), a company incorporated in
Macau, Special Administrative Region of the People's Republic of China
(Macau SARC) on May 10, 2007.





We have
completed the development of our prototype product, and selected Yuemao Laser as
the manufacturer should we receive orders. We believe the technical aspects of
our prototype products are sufficiently developed and are ready to market in the
EU and elsewhere.





In
addition, we have received test results for our Photovoltaic Modules, GYSP175
and have passed the VDE standard certificates of IEC 61730-1, and 61730-2, and
IEC 61215. As a result of meeting these standards, we are able to market our
Photovoltaic Modules, GYSP175 in Europe.





We have
also registered our subsidiary, Nanyang UST as a WFOE in Nanyang City, Henan
Province, China, under the foreign owned enterprise laws of China. We plan to
manufacturing solar wafers, solar cell and Photovoltaic Modules.





We must
raise cash from sources other than operations. Our only other source for cash at
this time is investments by others in our company. We must raise cash to
implement our project and continue our operations in China. We have raised total
net proceeds of $241,733 in a stock offering in 2008, we do not know how long
the money will last, however, we do believe it will last twelve months. We have
begun China operations with money raised from this offering.





We have
begun China operations but we cannot guarantee that we will be able to sustain
our China operations if we are unable to successfully sell our PV modules
products internationally. We may quickly use up the proceeds from our stock
offering in 2008 and will need to find alternative sources of funding, like a
second public offering, a private placement of securities, or loans from our
officers or others in order for us to maintain our operations. At the present
time, we have not made any arrangements to raise additional cash, other than
through the stock offering in 2008 and private loans from our Chairman and
related party controlled by our Chairman. If we need additional cash and cannot
raise it we will either have to suspend operations until we do raise the cash,
or cease operations entirely. Once we exhaust our net proceeds from the stock
offering in 2008, we will have to revert to obtaining additional money as
described in this paragraph. Other than as described in this paragraph, we have
no other financing plans.





Plan
of Operation





We
believe with the net proceeds from the stock offering in 2008, we can satisfy
our cash requirements during the next 12 months. We will not produce any product
before we receive down payment from our buyer. We do not expect to purchase or
sell plant or significant equipment before we borrow additional loan or receive
additional equity financing. Further we do not expect significant changes in the
number of employees. Our specific goal is to profitably sell our products and to
begin factory constructions in Nanyang city, Henan province in
China.


9





In 2008
we have accomplished the following milestones:





1.
Completed our public offering. We raised total net proceeds of $241,733, and as
a result we have begun our operations in Nanyang City, Henan Province, China. We
have also begun phase 1 of our factory construction in Nanyang City, Henan
Province, China.





2. We
received the certificates of IEC 61730-1, and 61730-2, and IEC 61215. As a
result we are now able to market our Photovoltaic Modules, GYSP175 to Europe. We
have also begun marketing our PV modules and solar lighting systems to Asia and
Africa countries and have received small orders from Asia, including India and
the Middle East.





3. We
entered into a 40 year Land Purchase Agreement on December 1, 2008 for the land
use right for 107 acres of land at the cost of approximately $2,970 per acre for
a total of $422,843 with the local government in Nanyang City, China. We expect
to receive the necessary land use certificate from the local government
imminently. We plan to build a 5,000 square meters factory space. Our estimated
costs for building the new factory is estimated at $85.7 per square meter. Our
total estimated cost of the factory construction is $428,500. We have visited
the actual site and conducted an evaluation on the factory setup costs
accordingly. We will not begin factory construction before we find strategic
investors.





4. We
registered our subsidiary Nanyang UST as a Wholly Foreign Owned Enterprise
(WFOE) in Nanyang City, Henan Province in China in the second quarter in 2008.
We have received all necessary permits and licenses from the Nanyang Industrial
and Commerical Administration Bureau on March 7, 2009.





Looking
forward to 2009, we plan to accomplish the following:





1. Raise
capital through both equity and debt financing to provide for the construction
of our factory in Nanyang City, China.





2.
Profitably market and sell our products.





Limited
Operating History; Need For Additional Capital





There is
no historical financial information about us upon which to base an evaluation of
our performance. We are a development stage company and have not generated any
revenues. We cannot guarantee that we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources and possible cost
overruns due to price and cost increases in services and products.





To become
profitable, we have to sell our products and generate revenue. In addition,
because our new WFOE manufacturing setup in China will require additional
investment, we are seeking both equity and debt financing to provide the capital
required to implement our business plan in China.





We have
no assurance that future financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations into China. Equity financing could
result in additional dilution to existing shareholders.





RESULTS
OF OPERATIONS





Comparison
of Three Months Ended March 31, 2009 to March 31, 2008





Revenue.Our revenue for the
quarter ended March 31, 2009 is $659,948 compared to $0 for the quarter ended
March 31, 2008.  All of our revenue was generated from limited sales
of products manufactured by a related party which began in the fourth quarter of
2008.





Cost of Sales.  Our
cost of sales increased from $0 for the quarter ended March 31, 2008 to
$589,368. The increase is attributable to the sales of products manufactured by
a related party.


10





Selling, General and Administrative
Expenses.  Selling General and administrative expenses
increased by $42,473 or 104% to $83,469 for the quarter ended March 31, 2009
from $40,996 for the same period in 2008. The increase was mainly due to
expenses associated with consulting, legal, audit, salary and office
expenses.





Net Loss.  Net loss
decreased by $19,614 or 48% from $40,996 for the quarter ended March 31, 2008 to
$21,382 for the same period in 2008.  The decrease in net loss is
mainly due to the limited revenue generated by the sales of our products
manufactured by a related party.





LIQUIDITY
AND CAPITAL RESOURCES





As of
March 31, 2009, we had total assets of $1,077,823 and total liabilities of
$1,167,141 and we had cash of $169,145.





Net cash
used in operating activities for the three months ended March 31, 2009 was
$409,872 which is an increase of $356,627 from net cash used in operating
activities of $53,245 for the same period in 2008. The increase was mainly due
to the $390,249 increase in account receivable.





Net cash
used in investing activities for the quarter ended March 31, 2009 was $83,288,
an increase from $0 for the same period in 2008. This increase was due to
deposits for future deliveries of equipment and acquisition of property and
equipment.





Net cash
provided by financing activities for the quarter ended March 31, 2009 was
$374,252, compared to $22,890 from the same period in 2008. This increase was
due to an increase in loans from related parties.





We are
actively seeking additional external funding, but to date we have not
consummated any financing transactions other than our public offering and
transactions with related parties.





Without
additional funding, the Company will not be able to pursue its business model.
If adequate funds are not available or are not available on acceptable terms
when required, we would be required to significantly curtail our operations and
would not be able to fund the development of the business envisioned by our
business model.  These circumstances could have a material adverse
effect on our business and result in our inability to continue to operate as a
going concern.





CRITICAL
ACCOUNTING POLICIES





Basis
of presentation





The
consolidated financial statements include the accounts of the Company and all of
its subsidiaries.  All significant inter-company accounts and
transactions have been eliminated. These financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America.





Certain
amounts included in the 2008 financial statement have been reclassified to
conform to the 2009 financial statement presentation.





Property
and equipment




Property
and equipment are recorded at cost.  Depreciation is provided in
amounts sufficient to amortize the cost of the related assets over their useful
lives using the straight line method for financial reporting
purposes.




Nanyang
UST obtained the right to use a parcel of land for its office and production
facilities.  Pursuant to the contract from the local government of the
PRC, the contract expires in 2048.  This land use right was recorded
at cost and is being amortized over the life of the lease.




Maintenance,
repairs and minor renewals are charged to expense when
incurred.  Replacements and major renewals are
capitalized.


11





Impairment
of long-lived assets


The
Company accounts for the impairment of long-lived assets in accordance with SFAS
No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”.  Long-lived
assets are reviewed for impairment when circumstances indicate the carrying
value of an asset may not be recoverable.  For assets that are to be
held and used, an impairment is recognized when the estimated undiscounted cash
flows associated with the asset or group of assets is less than their carrying
value.  If impairment exists, an adjustment is made to write the asset
down to its fair value, and a loss is recorded as the difference between the
carrying value and fair value.  Fair values are determined based on
quoted market values, discounted cash flows or internal and external appraisals,
as applicable.  Assets to be disposed of are carried at the lower of
carrying value or estimated net realizable value.





Research
and development costs





Research
and development costs are charged to expenses as incurred.





Deferred
income taxes





The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (ASFAS 109") which
requires that deferred tax assets and liabilities be recognized for future tax
consequences attributable to differences between financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases.  In addition, SFAS 109 requires recognition of future tax
benefits, such as carryforwards, to the extent that realization of such benefits
is more likely than not and that a valuation allowance be provided when it is
more likely than not that some portion of the deferred tax asset will not be
realized.





Currency
translation





The
reporting currency of the Company is the United States dollar. The functional
currency of Kuong U is the Hong Kong dollar. The functional currency of NUST is
the Chinese Yuan (”RMB”).  Revenue and expense accounts of our two
subsidiaries are translated into United States dollars at the average rates
during the period, and balance sheet items are translated at year-end
rates.  Translation adjustments arising from the use of differing
exchange rates from period to period are included as a separate component of
shareholders’ equity.  Gains and losses from foreign currency
transactions are recognized in current operations.





The RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No representation
is made that the RMB amounts could have been, or could be, converted into USD at
the rates used in translation.





Comprehensive
income (loss)





Comprehensive
income (loss) is defined to include all changes in equity except those resulting
from investments by shareholders and distributions to
shareholders.  Among other disclosures, all items that are required to
be recognized under current accounting standards as components of comprehensive
income (loss) are required to be reported in a financial statement that is
presented with the same prominence as other financial
statements.  Comprehensive income includes net income (loss) and the
foreign currency translation adjustment, net of tax.





NEW
ACCOUNTING PRONOUNCEMENTS





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, and
SFAS No. 160, Non-controlling
Interests in Consolidated Financial Statements.  SFAS 141 (R)
requires an acquirer to measure the identifiable assets acquired, the
liabilities assumed, and any non-controlling interest in the acquiree at their
fair values on the acquisition date, with goodwill being the excess value over
the net identifiable assets acquired.  SFAS No. 160 clarifies that a
non-controlling interest in a subsidiary should be reported as equity in the
consolidated financial statements.  SFAS No. 141 (R) and SFSS No. 160
are effective for financial statements issued for fiscal years beginning after
December 15, 2008.  Early adoption is prohibited.  The
Company has not yet determined the effect on its financial statements, if any,
upon adoption of SFAS No. 141 (R) or SFAS No.
160.     SFAS 141 (R) will significantly affect the
accounting for future business combinations and the Company will determine the
accounting as new combinations are determined.


12





EITF
Issue 07-1, Accounting for
Collaborative Arrangements Related to the Development and Commercialization of
Intellectual Propertyis effective for financial statements issued for
fiscal years beginning after December 15, 2008.  This issue addresses
the income statement classification of payments made between parties in a
collaborative arrangement.  The adoption of EITF07-1 is not expected
to have a significant impact on the Company’s results of operations, cash flows
or financial position.





Item
3.  Quantitative and Qualitative Disclosures About Market Risk





Not
required.




Item 4T. Evaluation of Disclosure Controls and
Procedures





a) Evaluation of Disclosure Controls
and Procedures. Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end
of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation
Date”). The purpose of this evaluation is to determine if, as of the Evaluation
Date, our disclosure controls and procedures were operating effectively such
that the information, required to be disclosed in our Securities and Exchange
Commission (“SEC”) reports (i) was recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms, and (ii) was
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.




Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of the Evaluation Date, our disclosure controls and
procedures were operating effectively.




(b) Changes in Internal Control
over Financial Reporting.  The Company’s management, with the
participation of the Chief Executive Officer and Chief Financial Officer, has
evaluated the Company’s internal control over financial reporting, as defined in
Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, during the
fiscal quarter covered by this report, and they have concluded that there was no
change to the Company’s internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.





PART
II - OTHER INFORMATION


Item
1.    Legal Proceedings.




None.





Item
1A.    Risk Factors.





As of the
date of this filing, there have been no material changes from the risk factors
disclosed in the Company’s Annual Report on Form 10-K filed on April 10,
2009. We operate in a changing environment that involves numerous known and
unknown risks and uncertainties that could materially affect our operations. The
risks, uncertainties and other factors set forth in our Annual Report on
Form 10-K may cause our actual results, performances and achievements to be
materially different from those expressed or implied by our forward-looking
statements. If any of these risks or events occur, our business, financial
condition or results of operations may be adversely affected.





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





None.


13





Item
3.    Defaults Upon Senior Securities.




None.




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




None.




Item
5.   Other Information.




None.




Item
6.   Exhibits.




Exhibit No.
                  
                  Title of Document31.1
                  
                  Certification
      of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
      promulgated under the Securities and Exchange Act of 1934, as
      amended31.2
                  
                  Certification
      of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a),
      promulgated under the Securities and Exchange Act of 1934, as
      amended32.1
                  
                  Certification
      pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive
      Officer)32.2
                  
                  Certification
      pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Financial
      Officer)




14




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.




Universal Solar Technology,
      Inc.Date:
      May 14, 2009
                  By:
                  /s/
      Wensheng ChenWensheng
      ChenChief
      Executive OfficerBy:
                  /s/
      Ling ChenLing
      Chen
                    Chief
      Financial Officer
                    (Principal
      Financial and Accounting
Officer)




15