---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-Q

(Mark One)

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

For the quarterly period ended January 31, 2011or

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

For the transition period from _____________ to
__________________

Commission File Number 000-52560

UNIONTOWN ENERGY
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                                                    | 98-0441419                       
|------------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization)      | (IRS Employer Identification No.)
|                                                                          |                                  
|314  837 West Hastings Street, Vancouver, British
      Columbia, Canada | V6C 3N6                          
|(Address of principal executive offices)                                  | (Zip Code)                       

604.684.6142(Registrants telephone number,
including area code)

N/A(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.
[X] YES [ ] NO

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

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

Large accelerated filer [ ]
    
    Accelerated filer [ ]Non-accelerated filer [ ]
    (Do not check if a smaller
      reporting company)
    Smaller reporting company [X]


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

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

Check whether the registrant has filed all documents and reports
required to be filed by Sections 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 214,500,000 common shares issued and outstanding as of March 17, 2011.

1

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

2

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UNIONTOWN ENERGY INC.(An Exploration Stage
Company)

FINANCIAL STATEMENTS

January 31, 2011

---

|UNIONTOWN ENERGY INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|BALANCE SHEETS                
|(Unaudited)                   

|                                                                                                                                                      |   | January
      31, |   |   | October
      31, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                                                                                                                                      |   | 2011              |   |   | 2010              |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|ASSETS                                                                                                                                                |   |                   |   |   |                   |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|Current                                                                                                                                               |   |                   |   |   |                   |  
|Cash                                                                                                                                                  | $ | 157               |   | $ | 2,648             |  
|Prepaid expenses                                                                                                                                      |   | -                 |   |   | 251               |  
|                                                                                                                                                      |   |                   |   |   | 2,899             |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|Equipment                                                                                                                                             |   | 632               |   |   | 734               |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|                                                                                                                                                      | $ | 789               |   | $ | 3,633             |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|LIABILITIES                                                                                                                                           |   |                   |   |   |                   |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|Current                                                                                                                                               |   |                   |   |   |                   |  
|Accounts payable and accrued
      liabilities                                                                                                        | $ | 38,666            |   | $ | 14,480            |  
|Note payable                                                                                                                                          |   | 253,166           |   |   | 249,540           |  
|Due to related party                                                                                                                                  |   | -                 |   |   | 1,835             |  
|                                                                                                                                                      |   | 291,832           |   |   | 265,855           |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|Convertible debt                                                                                                                                      |   | 338,406           |   |   | 330,449           |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|                                                                                                                                                      |   | 630,238           |   |   | 596,304           |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|STOCKHOLDERS DEFICIT                                                                                                                                 |   |                   |   |   |                   |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|Common stock                                                                                                                                          |   |                   |   |   |                   |  
|Authorized:
           27,000,000,000 common shares with a par value
      of $0.001 and      20,000,000 preferred shares
      with $0.001 par value |   |                   |   |   |                   |  
|                                                                                                                                                      |   |                   |   |   |                   |  
|Issued and outstanding:
           214,500,000 common shares (October 31, 2010 -
      214,500,000)                                                   |   | 61,000            |   |   | 61,000            |  
|Deficit accumulated during the exploration stage                                                                                                      |   | (690,449          | ) |   | (653,671          | )
|                                                                                                                                                      |   |                   |   |   |                   |  
|                                                                                                                                                      |   | (629,449          | ) |   | (592,671          | )
|                                                                                                                                                      |   |                   |   |   |                   |  
|                                                                                                                                                      | $ | 789               |   | $ | 3,633             |  

Subsequent events (Note 2)

The accompanying notes are an integral part of these financial
statements

F-2

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|UNIONTOWN ENERGY INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF OPERATIONS      
|(Unaudited)                   

|                                                                                     |   |              |   |   |              |   |   | November       | 
|------------------------------------------------------------------------------------ | - | ------------ | - | - | ------------ | - | - | -------------- | 
|                                                                                     |   | Three Months |   |   | Three Months |   |   | 22, 2004       | 
|                                                                                     |   | ended        |   |   | ended        |   |   | (Inception) to | 
|                                                                                     |   | January 31,  |   |   | January 31,  |   |   | January 31,    | 
|                                                                                     |   | 2011         |   |   | 2010         |   |   | 2011           | 
|                                                                                     |   |              |   |   |              |   |   |                | 
|EXPENSES                                                                             |   |              |   |   |              |   |   |                | 
|Amortization                                                                         | $ | 102          |   | $ | 226          |   | $ | 4,368          | 
|Consulting fees                                                                      |   | 6,000        |   |   | -            |   |   | 140,223        | 
|Foreign exchange loss                                                                |   | 7,789        |   |   | 5,495        |   |   | 60,335         | 
|Impairment of
      oil and gas property                                             |   | -            |   |   | -            |   |   | 202,603        | 
|Interest and bank charges                                                            |   | 3,803        |   |   | 3,176        |   |   | 24,463         | 
|Office and
      general                                                             |   | 11,086       |   |   | 7,130        |   |   | 58,907         | 
|Professional fees                                                                    |   | 7,500        |   |   | 13,537       |   |   | 173,344        | 
|Management fees                                                                      |   | 498          |   |   | -            |   |   | 26,206         | 
|                                                                                     |   |              |   |   |              |   |   |                | 
|NET LOSS                                                                             | $ | 36,778       |   | $ | 29,564       |   | $ | 690,449        | 
|                                                                                     |   |              |   |   |              |   |   |                | 
|                                                                                     |   |              |   |   |              |   |   |                | 
|LOSS PER SHARE
      - BASIC AND DILUTED                                             | $ | (0.00        | ) | $ | (0.00        | ) |   |                | 
|                                                                                     |   |              |   |   |              |   |   |                | 
|WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  BASIC AND
      DILUTED |   | 214,500,000  |   |   | 214,500,000  |   |   |                | 

The accompanying notes are an integral part of these financial
statements

F-3

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|UNIONTOWN ENERGY INC.         
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF CASH FLOWS      
|(Unaudited)                   

|                                                |   |              |   |   |              |   |   | November 22,   |  
|----------------------------------------------- | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                                |   | Three months |   |   | Three months |   |   | 2004           |  
|                                                |   | Ended        |   |   | Ended        |   |   | (Inception) to |  
|                                                |   | January 31,  |   |   | January 31,  |   |   | January 31,    |  
|                                                |   | 2011         |   |   | 2010         |   |   | 2011           |  
|                                                |   |              |   |   |              |   |   |                |  
|                                                |   |              |   |   |              |   |   |                |  
|Cash Flows from Operating Activities            |   |              |   |   |              |   |   |                |  
|Net loss                                        | $ | (36,778      | ) | $ | (29,564      | ) | $ | (690,449       | )
|Adjustment for
      items not affecting cash:  |   |              |   |   |              |   |   |                |  
|Amortization                                    |   | 102          |   |   | 226          |   |   | 4,368          |  
|Foreign exchange loss                           |   | 7,780        |   |   | 5,841        |   |   | 61,996         |  
|Accrued interest on convertible debt            |   | 3,803        |   |   | 1,891        |   |   | 24,463         |  
|Impairment of oil and gas property              |   | -            |   |   | -            |   |   | 202,603        |  
|Change in non-cash working
      capital items: |   |              |   |   |              |   |   |                |  
|Prepaid expenses                                |   | 251          |   |   | -            |   |   | -              |  
|Accounts payable and accrued liabilities        |   | 24,186       |   |   | 3,061        |   |   | 38,666         |  
|Due to related party                            |   | (1,835       | ) |   | -            |   |   | -              |  
|Net cash used
      in operations               |   | (2,491       | ) |   | (18,545      | ) |   | (358,353       | )
|                                                |   |              |   |   |              |   |   |                |  
|Cash Flows from Investing Activities            |   |              |   |   |              |   |   |                |  
|Oil and gas
      property                      |   | -            |   |   | -            |   |   | (247,402       | )
|Purchase of equipment                           |   | -            |   |   | -            |   |   | (5,000         | )
|Net cash used in investing activities           |   | -            |   |   | -            |   |   | (252,402       | )
|                                                |   |              |   |   |              |   |   |                |  
|Cash Flows from Financing Activities            |   |              |   |   |              |   |   |                |  
|Capital stock issued                            |   | -            |   |   | -            |   |   | 61,000         |  
|Due to related
      party                      |   | -            |   |   | -            |   |   | 253,546        |  
|Proceeds from convertible long term debt        |   | -            |   |   | 20,000       |   |   | 296,366        |  
|Net cash provided by financing activities       |   | -            |   |   | 20,000       |   |   | 610,912        |  
|                                                |   |              |   |   |              |   |   |                |  
|Increase (Decrease) In Cash                     |   | (2,491       | ) |   | 1,455        |   |   | 157            |  
|                                                |   |              |   |   |              |   |   |                |  
|Cash, Beginning                                 |   | 2,648        |   |   | 1,002        |   |   | -              |  
|                                                |   |              |   |   |              |   |   |                |  
|Cash, Ending                                    | $ | 157          |   | $ | 2,457        |   | $ | 157            |  
|                                                |   |              |   |   |              |   |   |                |  
|Supplementary Cash Flow Information             |   |              |   |   |              |   |   |                |  
|Cash paid for:                                  |   |              |   |   |              |   |   |                |  
|Interest                                        | $ | -            |   | $ | -            |   | $ | -              |  
|Income taxes                                    | $ | -            |   | $ | -            |   | $ | -              |  

The accompanying notes are an integral part of these financial
statements

F-4

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|NOTE 1  BASIS
      OF PRESENTATION
|------------------------------------

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have
been prepared in accordance with generally accepted accounting principles (US
GAAP) for interim financial information and the rules and regulations of the
Securities and Exchange Commission. They may not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there has been no
material changes in the information disclosed in the notes to the financial
statements for the year ended October 31, 2010 included in the Companys Form
10K filed with the Securities and Exchange Commission. The unaudited interim
financial statements should be read in conjunction with those financial
statements included in the Form 10-K. In the opinion of Management, all
adjustments considered necessary for a fair presentation, consisting primarily
of normal recurring adjustments, have been made. Operating results for the three
months ended January 31, 2011 are not necessarily indicative of the results that
may be expected for the year ending October 31, 2011.

|NOTE 2 
      SUBSEQUENT EVENTS
|--------------------------------

|a) | Effective November 15, 2010, the Company entered into a
      purchase agreement to purchase a coal seam natural gas property called the
      Uniontown Project located in Bourbon County, Kansas for a total of
      $125,000. This agreement terminated on February 10, 2011 as the
      transaction did not closed before the stipulated date.                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|b) | Effective February 8, 2011, the Company executed a split
      of its authorized, issued and outstanding common stock on a three new for
      one old basis. As a result, the Companys authorized common stock
      increased from 9,000,000,000 to 27,000,000,000 and the Companys issued
      and outstanding common stock increased from 71,500,000 to 214,500,000, all
      with a par value of $0.001. The companys preferred stock remained
      unchanged.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|c) | On February 16, 2011, the Company entered into a Letter
      of Intent (LOI) with a third party, AD Consult and Invest SA regarding
      the Companys intent to acquire 7,000 acres of land in the Heath area of
      Montana. The terms of the acquisition are still being negotiated and the
      definitive agreement has not been signed.                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Management has evaluated subsequent events to the
      financial statement filing date of March 17, 2011.                                                                                                                                                                                                                                                                                                                                                               

F-5

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this quarterly report.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Unless otherwise specified in this quarterly report, all dollar
amounts are expressed in United States dollars and all references to common
stock refer to shares of our common stock.

As used in this quarterly report, the terms we, us, our
and our company mean Uniontown Energy Inc., unless otherwise indicated. We
have no subsidiaries.

Corporate Overview

We were incorporated in the State of Nevada on November 22,
2004, under the name Lodge Bay Oil & Gas Corp. On April 24, 2008, we
changed our name to Intelbahn Inc. We effected this name change by merging
with our wholly owned subsidiary, named Intelbahn Inc., a Nevada corporation
that we formed specifically for this purpose. We changed the name of our company
to better reflect the direction and business of our company.

On December 29, 2010, we filed articles of merger with the
Nevada Secretary of State to change of the name of our company to Uniontown
Energy Inc., to be effected by way of a merger with our wholly owned
subsidiary, Uniontown Energy Inc., which was formed solely for the purpose of
the change of name. The change of name became effective on December 31, 2010
with the Nevada Secretary of State and the Over-the-Counter Bulletin Board.

Also on December 29, 2010, we filed a certificate of change
with the Nevada Secretary of State to give effect to a forward stock split of
our authorized and issued and outstanding shares on a 2 new for 1 old basis. The
change became effective on December 31, 2010 and our authorized capital
increased from 4,500,000,000 to 9,000,000,000 shares of common stock, par value
$0.001. Our preferred shares remain unchanged.

On February 3, 2011, we filed a certificate of change with the
Nevada Secretary of State to give effect to a forward stock split of our
authorized and issued and outstanding shares on a 3 new for 1 old basis. The
change became effective on February 8, 2011 and our authorized capital increased
from 9,000,000,000 to 27,000,000,000 shares of common stock, par value $0.001.
Our preferred shares remain unchanged.

3

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In connection with the change of name and forward stock split
our trading symbol was changed to UTOG and our CUSIP number was changed to
909089 203.

From inception to July 9, 2008, we were involved in the
exploration of oil and gas properties. From July 9, 2008 to October 31, 2009, we
were in the business of developing, marketing, selling, installing and
maintaining next-generation biometrically-enhanced security hardware and
software for identification, authentication and authorization controls in small,
medium and large business environments.

Since October 31, 2009, management has been analyzing the
various alternatives available to our company to ensure our survival and to
preserve our shareholders investment in our common shares. This analysis has
included sourcing additional forms of financing to continue our business as is,
or mergers and/or acquisitions. At this stage in our operations, we believe
either course is acceptable, as our operations have not been profitable and our
future prospects for our business are not good without further financing.

Our Current Business

We are a company with no operations.

As of the date hereof, we have not been successful in our
development, marketing, sales, installation and maintenance of next generation
biometrically-enhanced security hardware and software for identification,
authentication and authorization controls efforts. Historically, we have been
able to raise a limited amount of capital through private placements of our
equity stock, but we are uncertain about our continued ability to raise funds
privately. We have not entered into any formal written agreements for a business
combination or opportunity. If any such agreement is reached, we intend to
disclose such an agreement by filing a current report on Form 8-K with the
Securities and Exchange Commission.

Our management has been analyzing the various alternatives
available to our company to ensure our survival and to preserve our
shareholder's investment in our common shares. This analysis has included
sourcing additional forms of financing to continue our business as is, or
mergers and/or acquisitions. At this stage in our operations, we believe either
course is acceptable, as our operations have not been profitable and our future
prospects for our business are not good without further financing.

We are focusing our preliminary merger/acquisition activities
on potential business opportunities with established business entities for the
merger of a target business with our company or the acquisition of various
mineral or oil and gas assets. In certain instances, a target business may wish
to become a subsidiary of our company or may wish to contribute assets to our
company rather than merge. We anticipate that any new acquisition or business
opportunities by our company will require additional financing. There can be no
assurance, however, that we will be able to acquire the financing necessary to
enable us to pursue our plan of operation. If our company requires additional
financing and we are unable to acquire such funds, our business may fail.

In implementing a structure for a particular business
acquisition or opportunity, we may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another corporation
or entity. We may also acquire stock or assets of an existing business. Upon the
consummation of a transaction, it is likely that our present management will no
longer be in control of our company and our existing business will close down.
In addition, it is likely that our officers and directors will, as part of the
terms of the acquisition transaction, resign and be replaced by one or more new
officers and directors.

We anticipate that the selection of a business opportunity in
which to participate will be complex and without certainty of success.
Management believes that there are numerous firms in various industries seeking
the perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.

4

---

We may seek a business opportunity with entities who have
recently commenced operations, or entities who wish to utilize the public
marketplace in order to raise additional capital in order to expand business
development activities, to develop a new product or service, or for other
corporate purposes. We may acquire assets and establish wholly-owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.

At this stage, we can provide no assurance that we will be able
to locate compatible business opportunities, what additional financing we will
require to complete a combination or merger with another business opportunity or
whether the opportunity's operations will be profitable.

If we are unable to secure adequate capital to continue our
business or alternatively, complete a merger or acquisition, our shareholders
will lose some or all of their investment and our business will likely fail.

Our principal office is located at 314  837 West Hastings
Street, Vancouver, BC V6C 3N6. We neither rent nor own any properties. We
utilize the office space and equipment of our management at no cost. We believe
that this space is sufficient to meet our present needs and do not anticipate
any difficulty in securing alternative or additional space, as needed, on terms
acceptable to us.

Plan of Operation

You should read the following discussion of our financial
condition and results of operations together with our reviewed but unaudited
financial statements and the notes to those reviewed but unaudited financial
statements included elsewhere in this filing prepared in accordance with
accounting principles generally accepted in the United States. This discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those anticipated in
these forward-looking statements.

Anticipated Cash Requirements

For the next 12 months we plan to expend a total of
approximately $94,500 in searching for and acquiring a suitable business:

Expenses
    
    CostGeneral and administrative expenses
    $
    40,000Management and administrative costs
    $
    22,500Legal Fees
    $
    12,000Auditor Fees
    $
    20,000Lease
    $
    NilTotal Expenses
    $
    94,500


Results of Operations

Three months ended January 31, 2011 compared to three months
ended January 31, 2010.

Three months
    
    
    Three monthsended
    
    
    endedJanuary 31, 2011
    
    
    January 31, 2010Revenue
    $
    Nil
    
    $
    NilOperating Expenses
    $
    36,778
    
    $
    29,564Net Income (Loss)
    $
    (36,778
    )
    $
    (29,564
    )


Expenses

Our operating expenses for the three month periods ended
January 31, 2011 and January 31, 2010 are outlined in the table below:

5

---

Three months
    
    
    Three monthsended
    
    
    endedJanuary 31,
    
    
    January 31,2011
    
    
    2010Amortization
    $
    102
    
    $
    226Consulting fees
    $
    6,000
    
    $
    NilForeign exchange loss
    $
    7,789
    
    $
    5,495Impairment of oil and gas property
    $
    Nil
    
    $
    NilInterest and bank charges
    $
    3,803
    
    $
    3,176Office and general
    $
    11,086
    
    $
    7,130Professional fees
    $
    7,500
    
    $
    13,537Management fees
    $
    498
    
    $
    NilNet Loss
    $
    36,778
    
    $
    29,564


Operating expenses for the three months ended January 31, 2011
increased by 19.6% as compared to the comparative period in January 31, 2010
primarily as a result of an increase in consulting fees and office and general
expenses.

Revenue

We have not had any revenues from operations since inception
(November 22, 2004). We do not anticipate that we will earn any revenues from
operations unless and until we acquire and operate a profitable business. This
might never happen and we can offer no assurance that even if we acquire a
business that we will ever be profitable.

Liquidity and Capital Resources

Working Capital

PercentageAs at
    
    
    As at
    
    
    Increase/January 31, 2011
    
    
    October 31, 2010
    
    
    (Decrease)Current Assets
    $
    157
    
    $
    2,899
    
    
    (95)%Current Liabilities
    $
    291,832
    
    $
    265,855
    
    
    9.7%Working Capital
    $
    (291,675
    )
    $
    (262,956
    )
    
    10.9%


Cash Flows

Three months
    
    
    Three monthsEnded
    
    
    EndedJanuary 31,
    
    
    January 31,2011
    
    
    2010Net cash used in operations
    $
    (2,491
    )
    $
    (18,545
    )Net cash used in investing activities
    $
    Nil
    
    $
    NilNet cash provided by financing activities
    $
    Nil
    
    $
    20,000Increase (decrease) in cash
    $
    (2,491
    )
    $
    1,455


Our net cash used by operating activities for the three months
ended January 31, 2011 was $2,491 compared with $18,545 for the three months
ended January 31, 2010. Our management believes that we will need additional
funding in order to meet our operating expenses.

6

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Future Financings

To date, we have secured funding through a $505,000 line of
credit. Over the next three months, we may require additional funds in order to
secure a suitable business opportunity.

These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is still no assurance that we will be able to
maintain operations at a level sufficient for an investor to obtain a return on
his investment in our common stock. Further, we will continue to be
unprofitable.

Off-Balance Sheet Arrangements

We have no 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
stockholders.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires our management
to make estimates and assumptions that affect the reported amount of assets and
liabilities and 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.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

RISK FACTORS

An investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and the other
information in this prospectus before investing in our common stock. If any of
the following risks occur, our business, operating results and financial
condition could be seriously harmed. The trading price of our common stock, when
and if we trade at a later date, could decline due to any of these risks, and
you may lose all or part of your investment.

Risks Related to our Company

We have had negative cash flows from operations and if we
are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $157 as of January 31, 2011. We
anticipate that we may require additional financing while we are seeking a
suitable business opportunity or business combination. Further, we anticipate
that we will not have sufficient capital to fund our ongoing operations for the
next 12 months. We may be required to raise additional financing for a
particular business combination or business opportunity. We would likely secure
any additional financing necessary through loans from related or third parties.

There can be no assurance that, if required, any such financing
will be available upon terms and conditions acceptable to us, if at all. Our
inability to obtain additional financing in a sufficient amount when needed and
upon terms and conditions acceptable to us could have a materially adverse
effect upon our company. We will require further funds to finance the
development of any business opportunity that we acquire. There can be no
assurance that such funds will be available or available on terms satisfactory
to us. If additional funds are raised by issuing equity securities, further
dilution to existing or future shareholders is likely to result. If adequate
funds are not available on acceptable terms when needed, we may be required to
delay, scale back or eliminate the development of any business opportunity that
we acquire. Inadequate funding could also impair our ability to compete in the
marketplace, which may result in the dissolution of our company.

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A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of equity securities and we may raise funds in the
future through the sale of additional equity securities, a decline in the price
of our common stock could be especially detrimental to our liquidity and our
continued operations. Any reduction in our ability to raise equity capital in
the future would force us to reallocate funds from other planned uses and would
have a significant negative effect on our business plans and operations,
including our ability to develop new products and continue our current
operations. If our stock price declines, we may not be able to raise additional
capital or generate funds from operations sufficient to meet our obligations.

We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.

We have a limited operating history on which to base an
evaluation of our business and prospects. Our prospects must be considered in
light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies seeking to acquire or establish a new business
opportunity. Some of these risks and uncertainties relate to our ability to
identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. In addition, our operating results
are dependent to a large degree upon factors outside of our control. There are
no assurances that we will be successful in addressing these risks, and failure
to do so may adversely affect our business.

It is unlikely that we will generate any or significant
revenues while we seek a suitable business opportunity. Our short and long-term
prospects depend upon our ability to select and secure a suitable business
opportunity. In order for us to make a profit, we will need to successfully
acquire a new business opportunity in order to generate revenues in an amount
sufficient to cover any and all future costs and expenses in connection with any
such business opportunity. Even if we become profitable, we may not sustain or
increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until we complete a business combination or
acquire a business opportunity. This may result in our company incurring a net
operating loss which will increase continuously until we complete a business
combination or acquire a business opportunity that can generate revenues that
result in a net profit to us. There is no assurance that we will identify a
suitable business opportunity or complete a business combination.

We may be unsuccessful at identifying, acquiring and
operating suitable business opportunities and if we are unable to find, acquire
or operate a suitable opportunity for our company, we may never achieve
profitable operations.

We may not be able to find the right business opportunity for
our company to become engaged in or we may not succeed in becoming engaged in
the business opportunity we choose because we may not act fast enough or have
enough money or other attributes to attract the new business opportunity. Before
we begin to have any significant operations, we will have to become involved in
a viable business opportunity. In addition, in order to be profitable, we will
have to, among other things, hire consultants and employees, develop products
and/or services, market our products/services, ensure supply and develop a
customer base. There is no assurance that we will be able to identify,
negotiate, acquire and develop a business opportunity and we may never be
profitable.

We have a history of losses and have a deficit, which raises
substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our inception and we
will continue to incur operating expenses without revenues until we are in
commercial deployment. Our net loss from November 22, 2004 (date of inception)
to January 31, 2011 was $690,449. We had cash of $157 as of January 31, 2011. We
currently do not have any operations and we have no income. We estimate our
average monthly operating expenses to be approximately $7,875 each month. We cannot provide assurances that we will be
able to successfully explore and develop our business. These circumstances raise
substantial doubt about our ability to continue as a going concern as described
in an explanatory paragraph to our independent auditors report on our audited
financial statements for the year ended October 31, 2010. If we are unable to
continue as a going concern, investors will likely lose all of their investments
in our company.

8

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Risks Associated with Our Common Stock

Our common stock is illiquid and shareholders may be unable
to sell their shares.

There is currently no market for our common stock and we can
provide no assurance to investors that a market will develop. If a market for
our common stock does not develop, our shareholders may not be able to re-sell
the shares of our common stock that they have purchased and they may lose all of
their investment. Public announcements regarding our company, changes in
government regulations, conditions in our market segment or changes in earnings
estimates by analysts may cause the price of our common shares to fluctuate
substantially. These fluctuations may adversely affect the trading price of our
common shares.

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like NASDAQ or a stock exchange like the American Stock
Exchange. Accordingly, our shareholders may have difficulty reselling any of
their shares.

Our stock is a penny stock. Trading of our stock may be
restricted by the SEC's penny stock regulations and FINRA's sales practice
requirements, which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

9

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In addition to the "penny stock" rules promulgated by the
Securities and Exchange Commission, FINRA has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low-priced securities will not be
suitable for at least some customers. FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which
may limit your ability to buy and sell our stock.

ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

As a smaller reporting company, we are not required to
provide the information required by this Item.

ITEM 4 CONTROLS AND PROCEDURES

Managements Report on 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 under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (our
principal executive officer, principal financial officer and principal
accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried
out an evaluation, under the supervision and with the participation of our
president (our principal executive officer, principal financial officer and
principal accounting officer), of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, our president
(our principal executive officer, principal financial officer and principal
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended January 31, 2011 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

10

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ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

|Exhibit | Description                                                                                                                                                                                                              
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |                                                                                                                                                                                                                          
|(3)     | Articles of Incorporation and
      Bylaws                                                                                                                                                                               
|3.1     | Articles of Incorporation (incorporated
        by reference to our Registration Statement on Form SB-2 filed on March
        6, 2006).                                                                                 
|3.2     | Bylaws (incorporated
        by reference to our Registration Statement on Form SB-2 filed on March
        6, 2006).                                                                                                    
|3.3     | Articles of Merger filed with
        the Nevada Secretary of State on April 9, 2008 effective April 23, 2008
        (incorporated by reference to our Current Report on Form 8-K filed on
        May 2, 2008).        
|3.4     | Certificate of
        Change filed with the Nevada Secretary of State on April 9, 2008 effective
        April 23, 2008 (incorporated by reference to our Current Report on Form
        8-K filed on May 2, 2008).     
|3.5     | Certificate of Change filed with
        the Nevada Secretary of State on June 4, 2008 effective June 12, 2008
        (incorporated by reference to our Quarterly Report on Form 10-QSB filed
        on June 16, 2008).
|3.6     | Articles of Merger
        filed with the Nevada Secretary of State on December 29, 2010 (incorporated
        by reference to our Current Report on Form 8-K filed on January 4, 2011).                                 
|3.7     | Certificate of Change filed with
        the Nevada Secretary of State on December 29, 2010 (incorporated by reference
        to our Current Report on Form 8-K filed on January 4, 2011).                              
|3.8     | Certificate of
        Change filed with the Nevada Secretary of State on February 3, 2011 (incorporated
        by reference to our Current Report on Form 8-K filed on February 8, 2011).                              
|(10)    | Material Contracts                                                                                                                                                                                                       
|10.1    | Term Loan Agreement
        with Gruppo Trimark Management Corp., dated May 28, 2008 (incorporated
        by reference to our Current Report on Form 8-K filed on June 2, 2008).                                        
|10.2    | Amending Agreement with Gruppon
        Trimark Management Corp. dated March 15, 2010 (incorporated by referenced
        to our Quarterly Report on Form 10-Q filed on September 14, 2010).                             
|(31)    | Rule 13a-14(a)
        / 15d-14(a) Certifications                                                                                                                                                                        
|31.1*   | Certification
        filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal
        Executive Officer, Principal Financial Officer and Principal Accounting
        Officer.                      
|(32)    | Section 1350
        Certifications                                                                                                                                                                                      
|32.1*   | Certification
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal
        Executive Officer, Principal Financial Officer and Principal Accounting
        Officer.                            

* Filed herewith.

11

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                     | UNIONTOWN ENERGY INC.                                          
|-------------------- | ---------------------------------------------------------------
|                     |                                                                
|                     |                                                                
|Date: March 17, 2011 | /s/ Terry Fields                                               
|                     | Terry Fields                                                   
|                     | President, Chief Executive Officer, Chief
      Financial      
|                     | Officer, Secretary, Treasurer and Director                     
|                     | (Principal Executive Officer, Principal
      Financial Officer
|                     | and Principal Accounting Officer)                              

12

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