UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~[x]~~ X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: June 30, ~~2009~~2010

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

For the transition period from to

Commission File No. 000-28559

UAGH, Inc.

(Name of small business issuer in its charter)

Delaware	36-4408076
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

16625 Dove Canyon Rd, #102-331,San Diego, CA 92127

(Address of principal executive offices)

Issuer's telephone number: (858) 756-0369

Securities Registered pursuant to Section 12(b) of the Act: None.

Securities Registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $.01 par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X .

~~[_]~~Indicate ~~Yes~~by ~~[x]~~check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes . No X .

~~Indicate by~~Note ~~check~~- ~~mark~~checking if the ~~registrant~~box isabove will not relieve any registrant required to file reports pursuant to Section 13 or ~~Section~~ 15(d) of the Exchange Act from their obligations under those Sections.

~~[_]~~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 ~~[x]~~. No .

~~Note~~Indicate -by ~~checking~~check mark whether the ~~box~~registrant ~~above~~has ~~will~~submitted ~~not~~electronically ~~relieve~~and posted on its corporate Web site, if any ~~registrant~~, every Interactive Data File required to ~~file~~be ~~reports~~submitted and posted pursuant to ~~Section~~Rule 13405 orof 15Regulation S-T during the preceding 12 months (d)or offor such shorter period that the ~~Exchange~~ ~~Act~~registrant ~~from~~was ~~their~~required ~~obligations~~to ~~under~~submit ~~those~~and ~~Sections~~post such files). Yes X . No .

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~(1)~~delinquent ~~has filed~~filers ~~all~~pursuant ~~reports required~~ to beItem ~~filed~~405 byof ~~Section~~Regulations 13S-K oris ~~15(d)~~not ofcontained ~~the~~herein, ~~Securities Exchange~~and ~~Act~~will ofnot ~~1934~~be ~~during~~contained, to the ~~preceding~~best 12of ~~months~~registrant's ~~(or~~knowledge, ~~for~~in ~~such~~definitive ~~shorter~~proxy ~~period that~~or ~~the~~information ~~registrant~~statements ~~was~~incorporated ~~required~~by toreference ~~file~~in ~~such~~Part ~~reports),~~III ~~and~~of ~~(2)~~this ~~has~~Form ~~been subject~~10-K toor ~~such~~any ~~filing~~amendment ~~requirements~~to ~~for~~this ~~the~~Form ~~past 90 days~~10-K. .

~~[x]~~Indicate ~~Yes~~by ~~[_]~~check Nomark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~. ~~if disclosure~~Accelerated offiler ~~delinquent~~. ~~filers~~Non-accelerated ~~pursuant~~filer to. ~~Item 405 of Regulations S-K~~ (~~ss. 229.405~~Do ~~of this chapter) is~~ not ~~contained~~check ~~herein,~~if ~~and~~a ~~will~~smaller ~~not~~reporting ~~be contained,~~company) toSmaller ~~the~~reporting ~~best~~company ofX ~~registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K~~. ~~[_]~~

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting~~ company. ~~See the~~(as ~~definitions~~defined ~~of "large accelerated filer," "accelerated filer" and "smaller reporting company"~~ in Rule 12b-2 of the ~~Exchange~~ Act). Yes X . No .

~~Large accelerated filer [_] Accelerated filer [_]~~ 1

State ~~Non~~the aggregate market value of the voting and non-~~accelerated~~voting ~~filer~~common ~~[_]~~equity ~~(Do~~held ~~not~~by ~~check~~non-affiliates ifcomputed aby ~~smaller~~reference ~~reporting~~to ~~company)~~the ~~Smaller~~price ~~reporting~~at ~~company~~which ~~[x]~~the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter:

~~Indicate~~Our bycommon ~~check~~stock ~~mark~~is ~~whether~~listed on the ~~registrant~~OTC isBulletin ~~a shell~~Board ~~company~~under ~~(as~~the ~~defined~~symbol "UAGI." There was not an active market and no trading volume during fiscal 2009 and there has been no trading volume in ~~Rule~~2010, ~~12b-2~~therefore the aggregate market value of the ~~Act)~~issuer's common stock held by non-affiliates at October 13, 2010 is deemed to be $-0-.

~~[x]~~APPLICABLE ~~Yes~~ONLY ~~[_]No~~TO REGISTRANTS INVOLVED IN BANKRUPTCY

~~State~~PROCEEDING ~~the~~DURING ~~aggregate~~THE ~~market value~~PRECEDING ofFIVE the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Our common stock is listed on the Over the Counter Bulletin Board ("OTCBB"), under the symbol "UAGI." There was not an active market and no trading volume during fiscal 2008 and there has been no trading volume in 2009, therefore the aggregate market value of the issuer's common stock held by non-affiliates at September 28, 2009 is deemed to be $-0-.YEARS:

~~Note.~~Indicate -by Ifcheck ~~a determination~~mark aswhether tothe ~~whether~~registrant ahas ~~particular~~filed ~~person~~all ordocuments ~~entity~~and isreports anrequired ~~affiliate cannot~~to be ~~made~~filed ~~without~~by ~~involving~~Section ~~unreasonable effort and expense~~12, ~~the~~13 ~~aggregate market~~or ~~value~~15(d) of the ~~common~~Securities ~~stock~~Exchange ~~held~~Act byof ~~non-affiliates~~1934 ~~may~~subsequent beto ~~calculated on~~ the ~~basis~~distribution of ~~assumptions~~securities ~~reasonable~~ under ~~the~~a ~~circumstances,~~plan ~~provided~~confirmed ~~that~~by ~~the assumptions~~a ~~are~~court. ~~set~~Yes X ~~forth~~. ~~in this Form~~No .

(APPLICABLE ONLY TO ~~REGISTRANTS~~CORPORATE ~~INVOLVED IN BANKRUPTCY~~REGISTRANTS)

~~PROCEEDING~~Indicate ~~DURING~~the ~~THE~~number ~~PRECEDING~~of ~~FIVE~~shares ~~YEARS~~outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


Class	Outstanding as of October 13, 2010
Common Stock, $.01 par value	670,741

~~[X]~~DOCUMENTS ~~Yes~~INCORPORATED ~~[_]~~BY NoREFERENCE

~~(APPLICABLE~~See ~~ONLY~~Item TO15. ~~CORPORATE REGISTRANTS)~~

~~Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:~~2

Class	Outstanding as of September 28, 2009
Common Stock, $.01 par value	670,741

FORWARD LOOKING STATEMENTS

~~DOCUMENTS~~In ~~INCORPORATED~~this BYAnnual ~~REFERENCE~~Report, references to "UAGH, Inc.," the "Company," "we," "us," "our" and words of similar import refer to UAGH, Inc.

~~See~~This ~~Item~~Annual 15Report contains certain forward-looking statements and for this purpose any statements contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the markets in which UAGH, Inc., may participate, competition within the Company's chosen industry, technological advances and failure by us to successfully develop business relationships. We expressly disclaim any intention or obligation to update any forward-looking statement for any reason.

~~FORWARD~~PART ~~LOOKING STATEMENTS~~I

InITEM ~~this Annual Report, references to "UAGH, Inc~~1.," ~~the "Company," "we," "us," "our" and words of similar import) refer to UAGH, Inc., the Registrant.~~BUSINESS

~~This~~Business Annual Report contains certain forward-looking statements and for this purpose any statements contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the markets in which UAGH, Inc. may participate, competition within The Company's chosen industry, technological advances and failure by us to successfully develop business relationships.Development

~~PART~~UAGH, IInc. (the "Company") was incorporated in July 2001, in accordance with the Laws of the State of Delaware. The Company is the U. S. Bankruptcy Court mandated reincorporation of and successor to Universal Access Global Holdings, Inc. which was discharged from bankruptcy on August 16, 2006.

~~ITEM~~The 1Company's emergence from Chapter 11 of Title 11 of the United States Code on August 16, 2006 created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity's fair value - resulting in a fresh start, creating, in substance, a new reporting entity. ~~BUSINESS~~

~~Business~~Accordingly, ~~Development~~the Company, post bankruptcy, has no assets and minimal liabilities and operating activities. Therefore, the Company qualifies as being in the development stage as defined under the provisions of Accounting Codification Standard ("ASC") 915-10.

~~UAGH,~~License Inc. (the "Company") was incorporated in July 2001, in accordance with the Laws of the State of Delaware. The Company is the U. S. Bankruptcy Court mandated reincorporation of and successor to Universal Access Global Holdings, Inc. which was discharged from bankruptcy on August 16, 2006. Agreement

~~The~~On ~~Company's emergence from Chapter 11 of Title 11 of the United States Code on~~ August 1626, ~~2006 created the combination of a change in majority ownership and voting control - that is~~2010, ~~loss of control by~~ the ~~then-existing~~Company ~~stockholders,~~caused ato ~~court-approved~~be ~~reorganization,~~formed ~~and~~ a ~~reliable~~ ~~measure~~Nevada ~~of the entity's fair value - resulting in a fresh start~~corporation, ~~creating,~~The inMarkers ~~substance~~Companies, ~~a new reporting entity~~Inc. ~~Accordingly~~, ~~the~~(“TMC ~~Company~~Nevada”), ~~post~~which ~~bankruptcy,~~will ~~has~~operate noas ~~assets~~a ~~and~~subsidiary ~~minimal liabilities~~of ~~and~~the ~~operating activities~~Company. The ~~Therefore,~~Company ~~the~~owns ~~Company~~1,000 asshares aof ~~new~~TMC ~~reporting entity~~Nevada, ~~qualifies~~constituting ~~as a~~100% ~~"development~~of ~~stage~~the ~~enterprise"~~issued asand ~~defined~~outstanding inshares ~~Statement~~ of ~~Financial~~TMC ~~Accounting Standard No~~Nevada. ~~7, as amended.~~

~~The~~On ~~Company's~~September ~~post-bankruptcy~~1, ~~business~~2010, ~~plan~~TMC isNevada toentered ~~locate~~into ~~and~~a ~~combine~~License Agreement (the “Agreement”), dated as of August 27, 2010, with anMarkers ~~existing~~Companies, ~~privately-held~~ LLC, an Arizona limited liability company ~~which~~(“MC isLLC”). Pursuant ~~profitable~~to orthe Agreement, inMC ~~management's~~LLC ~~view~~agreed to grant to TMC Nevada an exclusive, ~~has~~worldwide, ~~growth~~perpetual ~~potential~~license (the “License”) in certain intellectual property, ~~irrespective~~ consisting of the ~~industry~~trademarks, websites, marketing rights and agreements, and other intellectual property set forth in ~~which~~the itAgreement, isas ~~engaged.~~well ~~However~~as all Improvements thereto, as defined in the ~~Company~~Agreement ~~does~~(collectively, ~~not~~the ~~intend~~“Intellectual Property”). MC LLC granted to ~~combine~~ ~~with~~TMC aNevada ~~private~~the ~~company~~License ~~which~~for ~~may~~all befields ~~deemed~~of touse beor anapplication, ~~investment~~with ~~company~~the ~~subject~~right to ~~the~~ ~~Investment~~sublicense, ~~Company~~to ~~Act~~make, ofhave ~~1940.~~made, Ause, ~~combination~~offer ~~may~~to besell, ~~structured~~sell, asexport, aand ~~merger~~import the Intellectual Property. Under this Agreement, ~~consolidation~~ 11,000,000 ~~exchange~~shares of ~~the~~UAGH, ~~Company's~~Inc. common stock ~~for~~was ~~stock~~to orbe ~~assets~~issued orto ~~any~~MC ~~other~~LLC. ~~form which~~Additional ~~will~~information ~~result~~about the Agreement can be found in the ~~combined enterprise'~~Company’s ~~becoming~~Current aReport ~~publicly~~on Form 8-~~held~~K ~~corporation.~~filed with the Commission on September 8, 2010.

~~The~~Subsequently, ~~Company~~on ~~will~~October ~~attempt~~4, to2010, ~~locate~~the ~~and~~Company, ~~negotiate~~TMC ~~with~~Nevada, ~~a business~~and ~~entity~~Markers ~~for~~agreed ~~the~~to ~~merger~~rescind ~~of that target company into~~ the ~~Company.~~License ~~In certain~~Agreement ~~instances,~~and aall ~~target~~related ~~company~~agreements ~~may~~and ~~wish~~transactions. As ~~to become a subsidiary~~ of the ~~Company~~ ordate ~~may~~of ~~wish~~this toReport, ~~contribute assets to~~ the ~~Company~~parties ~~rather~~were ~~than~~negotiating ~~merge.~~the ~~No assurances~~final ~~can~~terms beof ~~given~~a ~~that~~written ~~the~~recission ~~Company~~agreement, which will be ~~successful~~publicly indisclosed ~~locating~~upon ~~or negotiating~~its ~~with~~completion ~~any~~and ~~target company~~execution. The Company ~~will~~anticipates ~~provide~~that athe ~~method~~effect ~~for~~of ~~a foreign~~such orwritten ~~domestic~~recission ~~private~~agreement ~~company~~will be to ~~become~~restore athe ~~reporting~~Company ~~("public") company~~to ~~whose~~an ~~securities~~entity ~~are~~with ~~qualified~~no ~~for~~operating ~~trading in the United States secondary market~~activities.

~~The~~Number ~~selection~~ of aTotal ~~business~~Employees ~~opportunity in which to participate is complex~~ and ~~extremely~~Number ~~risky and will be made by management in the exercise~~ of ~~its~~Full ~~business~~Time ~~judgment. There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.~~Employees

~~Because we have no specific business plan or expertise, our activities are subject to several significant risks~~None. ~~In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.~~

~~Description of Business~~3

WeAdditional are currently seeking and investigating potential assets, property or businesses to acquire. We have had no material business operations since December 28, 2004. Our plan of operation for the next 12 months is to:(i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a "going concern" engaged in any industry selected. We are unable to predict the time as to when and if we may actually participate in any specific business endeavor, and will be unable to do so until we determine the particular industries in which we may engage.Information

WeYou ~~are~~may ~~not~~read ~~currently engaged in any substantive business activity except the search for potential assets, property or businesses to acquire,~~ and wecopy ~~have no current plans to engage in~~ any ~~other~~materials ~~activity~~that ~~in the foreseeable future unless and until~~ we ~~complete~~file ~~any such acquisition. In our present form, we may be deemed to be a vehicle to acquire or merge~~ with ~~a business~~the orSEC ~~company.~~at ~~We do not intend to restrict our search for business opportunities to any particular business or industry, and~~ the ~~areas~~SEC's inPublic ~~which~~Reference ~~we will~~Room ~~seek~~at ~~out~~100 ~~business~~F ~~opportunities or acquisitions~~Street, ~~reorganizations or mergers may include~~N.E., ~~but will not be limited to~~Washington, ~~the~~D.C. ~~fields~~20549. ofYou ~~high~~may ~~technology, manufacturing,~~also ~~natural~~find ~~resources, service, research and development, communications, transportation, insurance, brokerage, finance and~~ all ~~medically related~~of ~~fields, among others. We recognize that~~ the ~~number~~reports ofor ~~suitable potential~~registration ~~business~~statements ~~ventures~~ that ~~may~~we behave ~~available~~previously tofiled uselectronically ~~may be extremely limited, and may be restricted as to acquisitions, reorganizations and mergers~~ with ~~businesses~~the orSEC ~~entities~~at ~~that~~its ~~desire~~Internet tosite ~~avoid~~at ~~what~~www.sec.gov. ~~such~~Please ~~entities~~call ~~may deem to be~~ the ~~adverse~~SEC ~~factors~~at ~~related~~1-202-551-8090 tofor anfurther ~~initial~~information ~~public~~on ~~offering~~this ~~("IPO")~~or asother ~~a method~~Public ofReference ~~going public~~Rooms. ~~The~~Our ~~most~~SEC ~~prevalent~~reports ~~of these factors include substantial time requirements, legal~~ and ~~accounting~~registration ~~costs,~~statements ~~the~~are ~~inability~~also toavailable ~~obtain~~from ~~an underwriter~~commercial ~~who~~document isretrieval ~~willing to publicly offer and sell shares~~services, ~~the lack of or the inability to obtain the required financial statements for~~ such ~~an undertaking,~~as ~~state~~CCH ~~limitations~~Washington onService ~~the amount of dilution to public investors in comparison to the stockholders of any such entities~~Bureau, ~~along~~whose ~~with~~telephone ~~other conditions~~number oris ~~requirements imposed by various federal and state securities laws, rules and regulations and federal and state agencies that implement such laws, rules and regulations~~1-800-955-0219.

~~Amendments~~ITEM to Form 8-K by the Securities and Exchange Commission (the "SEC") regarding shell companies and transactions with shell companies that require the filing of all information about an acquired company that would have been required to have been filed had any such company filed a Form 10 or 10-SB Registration Statement with the SEC, along with required audited, interim and proforma financial statements, within four business days of the closing of any such transaction (Item 51A.~~01(a)(8)~~ ofRISK Form 8-K); and the recent amendments to Rule 144 adopted by the SEC that were effective on February 15, 2008, limit the resale of most securities of shell companies until one year after the filing of such information, may eliminate many of the perceived advantages of these types of going public transactions. These types of transactions are customarily referred to as "reverse" reorganizations or mergers in which the acquired company's shareholders become controlling shareholders in the acquiring company and the acquiring company becomes the successor to the business operations of the acquired company. Regulations governing shell companies also deny the use of Form S-8 for the registration of securities and limit the use of this Form to a reorganized shell company until the expiration of 60 days from when any such entity is no longer considered to be a shell company. This prohibition could further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees. In such instances, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expense that are normally avoided by reverse reorganizations or mergers.FACTORS

~~Recent~~Not ~~amendments~~required to Rule 144, adopted by the SEC and effective on February 15, 2008, codify the SEC's prior position limiting the tradeability of certain securities of shell companies, including those issued by us in any acquisition, reorganization or merger, and further limit the tradeability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for ussmaller toreporting ~~acquire any business or enterprise that desire to utilize us as a means of going public~~companies.

~~Any~~ITEM of2: these types of transactions, regardless of the particular prospect, would require us to issue a substantial number of shares of our common stock that could amount to as much as 95% of our outstanding voting securities following the completion of any such transaction; accordingly, investments in any such private enterprise, if available, would be much more favorable than any investment in us.PROPERTIES

~~Management~~We ~~intends~~have tono ~~consider~~assets, aproperty ~~number~~or ofbusiness; ~~factors~~our ~~prior~~principal ~~to making~~executive ~~any~~office ~~decision~~address asand totelephone ~~whether~~number toare ~~participate~~the ~~in any specific~~ business ~~endeavor,~~ ~~none~~office ofaddress ~~which~~and ~~may~~telephone benumber ~~determinative or provide any assurance~~ of ~~success.~~ ~~These~~our ~~may~~former ~~include~~President, ~~but~~Daniel ~~will not be limited to~~Drummond, ~~as applicable, an analysis of the quality of the particular business or entity's management~~ and ~~personnel;~~ ~~the~~are ~~anticipated~~currently ~~acceptability~~provided ofat ~~any~~no ~~new~~cost. ~~products~~Because orwe ~~marketing concepts~~have ~~that~~had ~~any~~no ~~such~~ business, orour ~~company~~activities ~~may~~ have; ~~the~~been ~~merits~~limited ofto ~~any~~keeping ~~such business'~~us orin ~~company's~~good ~~technological~~standing ~~changes;~~in the ~~present~~State ~~financial condition, projected growth potential and available technical, financial and managerial resources~~ of ~~any~~Delaware ~~such business or company; working capital, history of operations~~ and ~~future~~timely ~~prospects;~~voluntarily ~~the~~filing ~~nature~~our ofreports ~~present~~with ~~and expected competition;~~ the ~~quality~~SEC. ~~and~~These ~~experience~~activities ofhave ~~any~~consumed ~~such~~an ~~business'~~insignificant oramount ~~company's management services and the depth~~ of management~~; the business~~' ~~or the company'~~s ~~potential~~ ~~for~~time; ~~further research~~accordingly, ~~development~~the orcosts ~~exploration; risk factors specifically related~~ to ~~the~~Mr. ~~business'~~Drummond, orour ~~company's~~former ~~operations; the potential for growth~~President, ~~expansion and profit~~ of ~~the~~providing ~~business or company;~~ the ~~perceived public~~use ~~recognition or acceptance~~ of ~~the~~his ~~company's~~office ~~or the business' products, services, trademarks~~ and ~~name~~telephone ~~identification;~~have ~~and~~been numerous other factors which are difficult, if not impossible, to properly or accurately quantify or analyze, let alone describe or identify, without referring to specific objective criteria of an identified business or companyminimal.

~~Regardless,~~ITEM ~~the~~3: ~~results~~LEGAL of operations of any specific entity may not necessarily be indicative of what may occur in the future, by reason of changing market strategies, plant or product expansion, changes in product emphasis, future management personnel and changes in innumerable other factors. Further, in the case of a new business venture or one that is in a research and development mode, the risks will be substantial, and there will be no objective criteria to examine the effectiveness or the abilities of its management or its business objectives. Also, a firm market for its products or services may yet need to be established, and with no past track record, the profitability of any such entity will be unproven and cannot be predicted with any certainty.PROCEEDINGS

~~Management~~We ~~will~~are ~~attempt~~not toa ~~meet~~party ~~personally~~to ~~with~~any ~~management and~~pending ~~key~~legal ~~personnel~~proceeding. ofTo the ~~entity~~knowledge ~~providing~~of ~~any~~our ~~potential~~management, ~~business~~no ~~opportunity afforded to us~~federal, ~~visit~~state ~~and~~or ~~inspect~~local ~~material~~governmental ~~facilities,~~agency ~~obtain~~is ~~independent analysis~~presently orcontemplating ~~verification~~any ofproceeding ~~information~~against ~~provided~~us. ~~and~~No ~~gathered~~director, ~~check~~executive ~~references of~~officer ~~management~~or ~~and~~affiliate ~~key~~of ~~personnel~~ours ~~and~~or ~~conduct~~owner ~~other~~of ~~reasonably~~record ~~prudent~~or ~~measures calculated~~beneficially toof ~~ensure~~more athan ~~reasonably~~five ~~thorough~~percent ~~review~~ of ~~any~~our ~~particular~~common ~~business opportunity;~~stock ~~however,~~is ~~due~~a party adverse to ~~time~~us ~~constraints~~or ofhas ~~management,~~a ~~these~~material ~~activities may~~interest beadverse ~~limited~~to us in any proceeding.

WeITEM ~~are~~4: ~~unable~~(Removed ~~to predict the time as to when~~ and ~~if we may actually participate in any specific business endeavor~~Reserved. We anticipate that proposed business ventures will be made available to us through personal contacts of directors, executive officers and principal stockholders, professional advisors, broker dealers in securities, venture capital personnel and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder's fee or to otherwise compensate the persons who submit a potential business endeavor in which we eventually participate. Such persons may include our directors, executive officers and beneficial owners our securities or their affiliates. In this event, such fees may become a factor in negotiations regarding any potential venture and, accordingly, may present a conflict of interest for such individuals. Management does not presently intend to acquire or merge with any business enterprise in which any member has a prior ownership interest.)

~~Our~~PART ~~directors and executive officers have not used any particular consultants, advisors or finders on a regular basis.~~II

~~Although~~ITEM we5: ~~currently~~MARKET ~~have~~FOR no plans to do so, depending on the nature and extent of services rendered, we may compensate members of management in the future for services that they may perform for us. Because we currently have extremely limited resources, and we are unlikely to have any significant resources until we have determined a business or enterprise to engage in or have completed a reorganization, merger or acquisition, management expects that any such compensation would take the form of an issuance of shares of our common stock to these persons; this would have the effect of further diluting the holdings of our other stockholders. There are presently no preliminary agreements or understandings between us and members of our management respecting such compensation. Any shares issued to members of our management would be required to be resold under an effective registration statement filed with the SEC or 12 months after we file the Form 10 information about the acquired company with the SEC as now required by Form 8-K. These provisions could further inhibit our ability to complete the acquisition of any business or complete any merger or reorganization with another entity, where finderREGISTRANT'sS orCOMMON others who may be subject to these resale limitations refuse to provide us with any introductions or to close any such transactions unless they are paid requested fees in cash or unless we agree to file a registration statement with the SEC that includes any shares that are issued to them at no cost to them. These expenses could limit potential acquisition candidatesEQUITY, ~~especially~~ ~~those~~RELATED inSTOCKHOLDER ~~need~~MATTERS ofAND ~~cash~~ISSUER ~~resources,~~PURCHASES ~~and~~OF ~~could~~EQUITY ~~affect the number of shares that our shareholders retain following any such transaction, by reason of the increased expense.~~SECURITIES

~~Substantial~~Market fees are also often paid in connection with the completion of all types of acquisitions, reorganizations or mergers, ranging from a small amount to as much as $600,000 or more. These fees are usually divided among promoters or founders or finders, after deduction of legal, accounting and other related expenses, and it is not unusual for a portion of these fees to be paid to members of management or to principal stockholders as consideration for their agreement to retire a portion of their shares of our common stock that are owned by them or to provide an indemnification for all of our prior liabilities. Management may actively negotiate or otherwise consent to the purchase of all or any portion of their shares of common stock as a condition to, or in connection with, a proposed reorganization, merger or acquisition. It is not anticipated that any such opportunity will be afforded to other stockholders or that such other stockholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction. In the event that any such fees are paid, they may become a factor in negotiations regarding any potential acquisition or merger by us and, accordingly, may also present a conflict of interest for such individuals. We have no present arrangements or understandings respecting any of these types of fees or opportunities. Any of these types of fees that are paid in shares of our common stock will also be subject to the resale limitations embodied in the recent amendments to Rule 144.Information

~~None~~Our ofcommon ~~our~~stock ~~directors,~~is ~~executive~~listed ~~officers,~~on ~~founders~~the orOTC ~~their affiliates~~Over-the-Counter orBulletin ~~associates~~Board ~~has~~market ~~had~~under ~~any~~the ~~negotiations~~symbol ~~with~~"UAGI" ~~any~~There ~~representatives~~is ~~of the~~currently ~~owners~~no established trading market for our shares of common stock. Management does not expect any ~~business~~viable ormarket ~~company~~to ~~regarding~~develop ~~the~~in ~~possibility~~our ofcommon stock unless and until we complete an acquisition~~, reorganization,~~ or merger. orIn ~~other~~any ~~business~~event, ~~opportunity~~no ~~with~~assurance uscan be given that any market for our common stock will develop or be maintained.

~~Principal~~For ~~Products~~any market that develops for our common stock, the sale of "restricted securities" (common stock) pursuant to Rule 144 of the SEC by members of management or ~~Services~~any ~~and~~other ~~Their~~person ~~Markets~~to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market.

~~None;~~The following table sets forth, for the periods indicated over the last two years, the high and low closing bid quotations, as reported by the OTC Bulletin Board, and represents prices between dealers, does not ~~applicable.~~include retail markups, markdowns or commissions, and may not represent actual transactions:

~~Distribution Methods of the Products or Services~~4

None; not applicable.


	Closing Bid
2009
July 1, 2008-September 30, 2008	N/A	N/A
October 1, 2008-December 31, 2008	N/A	N/A
January 1, 2009 -March 31, 2009	N/A	N/A
April 1, 2009 -June 30, 2009	N/A	N/A

2010
July 1, 2009-September 30, 2009	N/A	N/A
October 1, 2009-December 31, 2009	N/A	N/A
January 1, 2010 -March 31, 2010	N/A	N/A
April 1, 2010 -June 30, 2010	N/A	N/A

~~Status of any Publicly Announced New Product or Service~~Holders

~~None;~~We currently have approximately 82 shareholders, not ~~applicable~~including an indeterminate number who may hold shares in "street name."

~~Competitive Business Conditions and Smaller Reporting Company's Competitive Position in the Industry and Methods of Competition~~Dividends

~~Management~~We ~~believes~~have ~~that~~not ~~there~~declared ~~are~~any ~~literally~~cash ~~thousands~~dividends ~~of shell~~with ~~companies~~respect ~~engaged in endeavors similar~~ to ~~those~~our ~~engaged~~common instock byand ~~us;~~do ~~many~~not ~~of these~~intend ~~companies~~to ~~have~~declare ~~substantial~~dividends ~~current~~in ~~assets~~the ~~and~~foreseeable ~~cash reserves~~future. ~~Competitors also~~Our ~~include~~future ~~thousands~~dividend ofpolicy ~~other~~cannot ~~publicly-held~~be ~~companies~~ascertained ~~whose~~with ~~business operations~~any ~~have proven unsuccessful~~certainty, and ~~whose~~if ~~only~~and ~~viable~~until ~~business~~we ~~opportunity is~~complete ~~that~~any ofacquisition, ~~providing~~reorganization aor ~~publicly-held~~merger, ~~vehicle~~no ~~through~~such ~~which~~policy awill ~~private~~be ~~entity may have access to the public capital markets via a reverse reorganization or merger~~formulated. There isare no ~~reasonable~~material ~~way~~restrictions tolimiting, ~~predict our competitive position~~ or that of ~~any~~are ~~other~~likely ~~entity~~to ~~in these endeavors; however~~limit, ~~we,~~our ~~having~~ability ~~limited~~to ~~assets~~pay ~~and no~~dividends ~~cash~~on ~~reserves,~~our will no doubt be at a competitive disadvantage in competing with entities that have significant cash resources and have recent operating histories when compared with the complete lack of any substantive operations by us since inceptionsecurities.

~~Sources~~Securities ~~and~~Authorized ~~Availability~~for ofIssuance ~~Raw~~under ~~Materials~~Equity ~~and~~Compensation ~~Names of Principal Suppliers~~Plans

None; not applicable.

~~Dependence~~Recent onSales ~~One~~of orUnregistered aSecurities; ~~Few~~Use ~~Major~~of ~~Customers~~Proceeds from Registered Securities

~~None;~~There ~~not~~were ~~applicable~~no sales of registered or unregistered securities for the year ended June 30, 2010.

~~Patents~~Subsequent to the year ended June 30, ~~Trademarks~~2010, ~~Licenses~~the Company was to issue shares of its common stock in connection with the License Agreement transaction described above. However, ~~Franchises~~as noted above, ~~Concessions~~the parties to the License Agreement subsequently agreed to rescind the License Agreement, ~~Royalty~~ ~~Agreements~~and oras ~~Labor~~of ~~Contracts~~the date of this Report, ~~including~~were ~~Duration~~negotiating a written Rescission Agreement. The Company anticipates that the effect of the Rescission Agreement will be to rescind the issuances of the shares.

~~None~~In the above transaction, the securities were issued to accredited investors pursuant to the exemption from registration provided by Section 4(2) of the Securities Act; ~~not~~the certificates for such securities contain the appropriate legends restricting their transferability absent registration or applicable exemption. The accredited investors received information concerning the Company and had the ability to ask questions about the Company.

~~Need~~Use ~~for~~of ~~any~~Proceeds ~~Governmental Approval~~ of ~~Principal~~Registered ~~Products or Services~~Securities

~~Because~~There wewere ~~currently have~~ no ~~business~~proceeds ~~operations~~received ~~and~~during ~~produce no products nor provide any services, we are not presently subject to any governmental regulation in this regard. However, in~~ the ~~event~~fiscal ~~that~~year weended ~~complete a~~June ~~reorganization~~30, ~~merger or acquisition transaction with an entity that is engaged in business operations or provides products or services~~2010, wefrom ~~will become subject to all governmental approval requirements to which~~ the ~~reorganized, merged~~sale orof ~~acquired~~registered ~~entity is subject or may become subject~~securities.

~~Effect~~Purchases of ~~Existing~~Equity orSecurities ~~Probable~~by ~~Governmental~~Us ~~Regulations on~~and ~~the~~Affiliated ~~Business~~Purchasers

~~Smaller Reporting Company~~None.

WeITEM ~~are~~6: ~~subject~~SELECTED toFINANCIAL the reporting requirements of Section 13 of the Exchange Act, and we are subject to the disclosure requirements of Regulation S-K of the SEC, as a "smaller reporting company." That designation will relieve us of some of the informational requirements of Regulation S-K.DATA

~~Sarbanes/Oxley~~Not ~~Act~~required for smaller reporting companies.

We are also subject to the Sarbanes-Oxley Act of 2002. The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members' appointment, compensation and oversight of the work of public companies' auditors; management assessment of our internal controls; auditor attestation to management's conclusions about internal controls (anticipated to commence with the June 30, 2009, year end); prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.5

~~Exchange~~ITEM ~~Act~~7: ~~Reporting Requirements~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~Section~~When ~~14(a)~~used ofin this Annual Report, the ~~Exchange~~words ~~Act~~"may," ~~requires~~"will," ~~all~~"expect," ~~companies with~~"anticipate," ~~securities~~"continue," ~~registered~~"estimate," ~~pursuant~~"project," "intend," and similar expressions are intended to ~~Section~~identify ~~12(g)~~forward-looking ofstatements within the ~~Exchange~~meaning ~~Act~~of ~~to comply~~Section ~~with~~27a of the ~~rules~~Securities Act and ~~regulations~~Section 21e of the ~~SEC~~Exchange Act regarding ~~proxy~~events, ~~solicitations~~conditions, as ~~outlined~~and infinancial ~~Regulation~~trends ~~14A~~that may affect The Company's future plans of operations, business strategy, operating results, and financial position. ~~Matters~~Persons ~~submitted~~reviewing tothis ~~shareholders~~Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the ~~Company at~~forward-looking statements as a ~~special~~result orof ~~annual~~various ~~meeting~~factors. ~~thereof~~Such orfactors ~~pursuant~~are todiscussed afurther ~~written~~below ~~consent~~under ~~will require~~"Trends ~~the~~and ~~Company~~Uncertainties," toand ~~provide~~also ~~the~~include ~~Company's~~general ~~shareholders~~economic ~~with~~factors ~~the~~and ~~information outlined~~conditions inthat ~~Schedules~~may ~~14A~~directly or ~~14C~~indirectly ofimpact ~~Regulation~~our ~~14;~~financial ~~preliminary~~condition ~~copies~~or results of ~~this information~~operations. We ~~must~~disclaim beany ~~submitted~~intention toor ~~the~~obligation ~~SEC~~to atupdate ~~least~~or 10revise ~~days~~any ~~prior~~forward-looking tostatement, ~~the~~whether ~~date that~~as ~~definitive~~a ~~copies~~result of ~~this~~new information, ~~are~~future ~~forwarded~~events, toor ~~the Company's shareholders~~otherwise.

WePlan are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange Commission on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of ~~a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.~~Operation

~~Research~~Our plan of operation for the next 12 months is to: (i)consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and ~~Development~~(iii) ~~Costs~~to ~~During~~commence such operations through funding and/or the ~~Last~~acquisition ~~Two~~of ~~Fiscal Years~~a "going concern" engaged in any industry selected.

~~None;~~During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to us. Because we have not ~~applicable~~determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Annual Report, it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm's length transaction. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.

~~Cost~~When and ~~Effects~~if ofa ~~Compliance~~business will commence or an acquisition made is presently unknown and will depend upon various factors, including but not limited to funding and its availability and if and when any potential acquisition may become available to us at terms acceptable to us. The estimated costs associated with ~~Environmental~~reviewing ~~Laws~~and verifying information about a potential business venture would be mainly for due diligence and the legal process and could cost between $5,000 and $25,000. These funds will either be required to be loaned by management or raised in private offerings; we cannot assure you that it can raise funds, if needed.

WeLiquidity doand ~~not~~Capital believe that our current or intended business operations are subject to any material environmental laws, rules or regulations that would have an adverse material effect on our business operations or financial condition or result in a material compliance cost; however, we will become subject to all such governmental requirements to which the reorganized, merged or acquired entity is subject or may become subject.Resources

~~Number~~The Company has cash or cash equivalents on hand as of ~~Total~~June ~~Employees~~30, 2010 amounting to $0. If additional funds are required, such funds may be advanced by management or stockholders as loans to the Company. During the year ended June 30, 2010, loans were made and ~~Number~~expenses were paid by a principal stockholder in the amount of ~~Full~~$12,128. ~~Time~~During ~~Employees~~the same period in 2009, additional loans and expenses by a principal stockholder totaled $7,930. The aggregate amount of $44,197 outstanding as of June 30, 2010, is unsecured and is due on demand. Because the Company has not identified any other acquisition or venture, it is impossible to predict the amount of any such loan.

~~None.~~Results of Operations

~~Additional~~Other ~~Information~~than maintaining its good corporate standing in the State of Delaware compromising and settling its debts and seeking the acquisition of assets, properties or businesses that may benefit us and our stockholders, we have had no material business operations in the two most recent calendar years.

~~You~~During ~~may~~the ~~read~~year ~~and~~ended ~~copy~~June ~~any~~30, ~~materials~~2010, ~~that~~ we ~~file~~had ~~with~~a ~~the SEC~~net atloss ~~the~~of ~~SEC's~~$27,607, ~~Public~~resulting ~~Reference~~from ~~Room~~operations. atDuring ~~100~~this Fsame ~~Street~~period ending June 30, ~~N.E.~~2009, ~~Washington,~~ ~~D.C.~~we ~~20549.~~had ~~You~~a ~~may~~net ~~also~~loss ~~find~~of ~~all~~$24,611, ofalso ~~the~~resulting ~~reports~~from ~~or registration~~operations. ~~statements~~The ~~that~~increase wein ~~have previously~~net ~~filed~~loss ~~electronically~~is ~~with~~due to the ~~SEC~~Company's atincrease ~~its~~in ~~Internet~~ongoing ~~site~~expenses ~~at www.sec.gov.~~related ~~Please~~to ~~call~~meeting ~~the~~our SEC atreporting ~~1-202-551-8090~~obligations. ~~for~~We ~~further information~~have ~~on this~~recognized orno ~~other~~revenues ~~Public~~in ~~Reference~~either ~~Rooms.~~of ~~Our~~our ~~SEC~~two ~~reports~~most ~~and~~recent ~~registration statements~~calendar ~~are~~or ~~also~~fiscal ~~available~~years. ~~from~~See ~~commercial~~the ~~document~~Index ~~retrieval services,~~to ~~such as~~Financial ~~CCH~~Statements, ~~Washington~~Part ~~Service~~II, ~~Bureau~~Item 8, ~~whose~~of ~~telephone~~this ~~number~~Annual ~~is 1-800-955-0219~~Report.

~~PART~~Off-Balance IISheet Arrangements

~~ITEM~~We ~~1A.~~had ~~RISK~~no ~~FACTORS~~Off-Balance Sheet arrangements during the fiscal year ended June 30, 2010.

~~Not~~ITEM ~~required~~7A: ~~for~~QUANTITATIVE ~~smaller~~AND ~~reporting~~QUALITATIVE ~~companies.~~DISCLOSURES ABOUT MARKET RISK

~~ITEM~~Not 2:required ~~PROPERTIES~~for smaller reporting companies.

We have no assets, property or business; our principal executive office address and telephone number are the business office address and telephone number of our President, Daniel Drummond, and are currently provided at no cost. Because we have had no business, our activities have been limited to keeping us in good standing in the State of Delaware and timely voluntarily filing our reports with the SEC. These activities have consumed an insignificant amount of management's time; accordingly, the costs to Mr. Drummond of providing the use of his office and telephone have been minimal.6

ITEM 38: ~~LEGAL~~FINANCIAL ~~PROCEEDINGS~~STATEMENTS AND SUPPLEMENTARY DATA

WeThe ~~are~~required ~~not~~financial astatements ~~party~~are toincluded ~~any~~following ~~pending legal proceeding. To~~ the ~~knowledge~~ ofsignature ~~our~~page ~~management, no federal, state or local governmental agency is presently contemplating any proceeding against us. No director, executive officer or affiliate~~ of ~~ours~~this orForm ~~owner of record or beneficially of more than five percent of our common stock is a party adverse to us or has a material interest adverse to us in any proceeding~~10-K.

ITEM 49: ~~SUBMISSION~~CHANGES OFIN ~~MATTERS~~AND TODISAGREEMENTS AWITH ~~VOTE~~ACCOUNTANTS OFON ~~SECURITY~~ACCOUNTING ~~HOLDERS~~AND FINANCIAL DISCLOSURE

~~No matter was submitted to a vote of our stockholders during the fourth quarter of our fiscal year ended June 30, 2009~~None.

ITEM 59A: ~~MARKET~~CONTROLS ~~FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS~~ AND ~~ISSUER PURCHASES OF EQUITY SECURITIES~~PROCEDURES

~~Market~~Evaluation ~~Information~~of Disclosure Controls and Procedures

~~Our~~As ~~common~~required ~~stock~~by isRule ~~listed~~13a-15(b) onunder the ~~OTC~~Exchange ~~Bulletin~~Act, ~~Board~~our management, with the participation of our President and Secretary/Treasurer, evaluated the ~~National~~ ~~Association~~effectiveness of ~~Securities~~our ~~Dealers~~disclosure ~~("NASD"~~controls ~~[now~~and ~~"FINRA"]~~procedures )as ~~under~~of the ~~symbol~~ ~~"UAGI"~~end ~~There~~of isthe ~~currently~~period nocovered ~~established~~by ~~trading~~this ~~market~~Annual ~~for~~Report. Based on that evaluation, our ~~shares~~ President and Secretary/Treasurer concluded that our disclosure controls and procedures as of ~~common~~the ~~stock.~~end ~~Management~~of ~~does~~the period covered by the Annual Report were not ~~expect~~effective ~~any~~such ~~viable~~that ~~market~~the information required to ~~develop~~be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our ~~common~~ ~~stock~~management, ~~unless~~including our President and ~~until~~Secretary/Treasurer, weas ~~complete~~appropriate anto ~~acquisition~~allow ortimely ~~merger.~~decisions Inregarding ~~any event~~disclosure. However, nothe ~~assurance~~Company ~~can~~believes bethe ~~given~~costs ~~that~~of ~~any~~remediation ~~market~~outweigh ~~for~~the ~~our~~benefits ~~common~~given ~~stock~~the ~~will develop~~limited oroperations beof ~~maintained~~the company.

~~For~~Limitation any market that develops for our common stock, the sale of "restricted securities" (common stock) pursuant to Rule 144 of the SEC by members of management or any other person to whom any such securities may be issued in the future may have a substantial adverse impact on ~~any~~Effectiveness ~~such public market. For information regarding the requirements~~ of ~~resales under Rule 144, see the heading "Rule 144" below.~~Controls

~~The~~A ~~following~~controls ~~table~~system ~~sets~~cannot ~~forth,~~provide ~~for~~absolute ~~the~~assurance, ~~periods~~however, ~~indicated over~~that the ~~last~~objectives ~~two~~of ~~years,~~ the ~~high~~controls ~~and~~system ~~low~~are ~~closing~~met, ~~bid~~and ~~quotations,~~no asevaluation ~~reported by~~of ~~the~~controls ~~OTC~~can ~~Bulletin~~provide ~~Board,~~absolute ~~and~~assurance ~~represents~~that ~~prices~~all ~~between~~control ~~dealers,~~issues ~~does~~and ~~not include~~instances ~~retail~~of ~~markups~~fraud, ~~markdowns~~if ~~or commissions~~any, ~~and~~within ~~may~~a ~~not~~company ~~represent~~have ~~actual transactions:~~been detected.

	Closing Bid
2008
July 1, 2007-September 30, 2007	N/A	N/A
October 1, 2007-December 31, 2007	N/A	N/A
January 1, 2008 -March 31, 2008	N/A	N/A
April 1, 2008 -June 30, 2008	N/A	N/A
2009
July 1, 2008-September 30, 2008	N/A	N/A
October 1, 2008-December 31, 2008	N/A	N/A
January 1, 2009 -March 31, 2009	N/A	N/A
April 1, 2009 -June 30, 2009	N/A	N/A

Management's Annual Report on Internal Control over Financial Reporting

~~These~~Our ~~prices~~management ~~were~~is ~~obtained~~responsible ~~from~~for ~~the~~establishing ~~National~~and ~~Quotation Bureau,~~maintaining ~~Inc.~~adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the ~~"NQB"~~Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and dothe ~~not~~preparation ~~necessarily~~of ~~reflect~~financial ~~actual~~statements ~~transactions, retail~~for ~~markups,~~external ~~mark~~purposes ~~downs~~of oraccounting ~~commissions~~principles generally accepted in the United States.

~~Holders~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

WeOur ~~currently~~management, ~~have~~with ~~approximately~~the 82participation ~~shareholders~~of the President, evaluated the effectiveness of the Company's internal control over financial reporting as of June 30, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of June 30, 2010, our internal control over financial reporting was not ~~including~~ aneffective. ~~indeterminate~~The ~~number~~Company's ~~who~~material ~~may~~weaknesses ~~hold~~in ~~shares~~internal control are due to the lack of segregation of duties and the lack of accounting expertise in ~~"street~~the ~~name~~supervision of the financial reporting process." However, the Company believes the costs of remediation outweigh the benefits given the limited operations of the company.

~~Dividends~~This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to permanent rules of the Security and Exchange Commission that permit the Company to provide only management's report in this Annual Report.

WeChanges ~~have not declared any cash dividends with respect to our common stock and do not intend to declare dividends~~ in ~~the~~Internal ~~foreseeable~~Control ~~future. Our~~Over ~~future~~Financial dividend policy cannot be ascertained with any certainty, and if and until we complete any acquisition, reorganization or merger, no such policy will be formulated. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.Reporting

~~Securities~~There ~~Authorized~~have ~~for~~been ~~Issuance~~no ~~under~~changes ~~Equity Compensation~~in ~~Plans~~internal control over financial reporting.

~~None; not applicable.~~7

~~Recent~~ITEM ~~Sales~~9B: ofOTHER ~~Unregistered Securities; Use of Proceeds from Registered Securities~~INFORMATION

~~There~~Subsequent ~~were no sales of registered or unregistered securities for the year ended June 30, 2009.~~Events:

~~Rule~~Creation ~~144~~of Subsidiary

On August 26, 2010, the Company caused to be formed a Nevada corporation, The ~~following~~Markers isCompanies, Inc., (“TMC Nevada”), which will operate as a ~~summary~~subsidiary of the ~~current~~Company. The ~~requirements~~Company owns 1,000 shares of ~~Rule~~ ~~144:~~TMC Nevada, constituting 100% of the issued and outstanding shares of TMC Nevada.

	Affiliate or Person Selling on Behalf of an Affiliate	Non-Affiliate (and has not been an Affiliate During the Prior Three Months)
Restricted Securities of Reporting Issuers	During six-month holding period - no resales under Rule 144 Permitted. After Six-month holding period - may resell in accordance with all Rule 144 requirements including: - Current public information, - Volume limitations, - Manner of sale requirements for equity securities, and - Filing of Form 144.	During six- month holding period - no resales under Rule 144 permitted. After six-month holding period but before one year - unlimited public resales under Rule 144 except that the current public information requirement still applies. After one-year holding period - unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
Restricted Securities of Non-Reporting Issuers	During one-year holding period - no resales under Rule 144 permitted. After one-year holding period - may resell in accordance with all Rule 144 requirements including: - Current public information, - Volume limitations, - Manner of sale requirements for equity securities, and -Filing of Form 144.	During one-year holding period - no resales under Rule 144 permitted. After one-year holding period - unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.

License Agreement

~~Shell~~On September 1, 2010, TMC Nevada entered into a License Agreement (the “Agreement”), dated as of August 27, 2010, with Markers Companies, LLC, an Arizona limited liability company (“MC LLC”). Pursuant to the Agreement, MC LLC agreed to grant to TMC Nevada an exclusive, worldwide, perpetual license (the “License”) in certain intellectual property, consisting of the trademarks, websites, marketing rights and agreements, and other intellectual property set forth in Schedule 1 to the Agreement, as well as all Improvements thereto, as defined in the Agreement (collectively, the “Intellectual Property”). MC LLC granted to TMC Nevada the License for all fields of use or application, with the right to sublicense, to make, have made, use, offer to sell, sell, export, and import the Intellectual Property. Additional information about the Agreement can be found in the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2010.

~~The~~Subsequently, ~~following~~on isOctober an4, ~~excerpt~~2010, ~~from~~the ~~Rule~~Company, ~~144(i)~~TMC ~~regarding~~Nevada, ~~resales~~ and Markers agreed to rescind the License Agreement and all related agreements and transactions. As of ~~securities~~the date of ~~shell~~this ~~companies:~~Report, the parties were negotiating the final terms of a written recission agreement, which will be publicly disclosed upon its completion and execution. The Company anticipates that the effect of such written recission agreement will be to restore the Company to an entity with no operating activities.

~~"(i)~~Changes ~~Unavailability~~in toOfficers ~~securities of issuers with no or nominal operations~~ and ~~no or nominal non-cash assets.~~Directors

~~(1)~~On ~~This~~September ~~section~~17, is2010, ~~not~~the ~~available~~Board ~~for~~of Directors of the ~~resale~~Company, ~~of securities~~appointed ~~initially~~the ~~issued~~following byindividuals anto ~~issuer~~serve ~~defined~~as ~~below~~officers of the Company:

(i) An issuer, other than a business combination related shell company, as defined in ss. 230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (ss. 229.1101(b) of this chapter), that has:


Name	Age	Position with UAGH, Inc.
Jeff Jenson	40	President, Chief Operating Officer, Secretary, and Treasurer

~~(A)~~Additionally, Noin orconnection ~~nominal~~with ~~operations;~~the License Agreement described above, the Board of Directors appointed Vincent Goett as a Director and the Chairman of the Board of Directors of the Company. However, as noted above, the parties to the License Agreement agreed to rescind the transaction, and as of the date of this Report were negotiating a written Rescission Agreement. The Company anticipates that in connection with the Rescission Agreement, Mr. Goett will be removed from these positions.

~~(B)~~Mr. ~~Either~~Jenson, :40, the Chief Operating Officer, Secretary, and Treasurer of the Company, has been a financial consultant to emerging and public corporations for over eighteen years. He is also currently the Managing Director of Tryant, LLC. For eleven years prior to founding Tryant, Mr. Jenson was President of Jenson Services, a Utah-based mergers and acquisitions firm. During his career, Mr. Jenson has participated in over forty reverse mergers. On September 1, 2010, Mr. Jenson became a director and officer of the Company and its wholly owned subsidiary The Markers Companies, Inc., which specializes in the destination club and fractional ownership business. Mr. Jenson is a founder and director of EMB Energy, Inc., an electromagnetic battery storage company. Mr. Jenson is also a founder and director of Solar Nation, Inc., a commercial scale solar development company which began operations in 2008. From March 2009 until March 2010, Mr. Jenson served as President and Director of Nextfit, Inc. In 2001, Mr. Jenson founded Vic’s Nutritional Products, Inc., which developed, owned, and operated its retail outlets in shopping malls throughout the US and which was subsequently purchased by Guthy Renker. Mr. Jenson graduated from Westminster College in 1992 with degrees in aviation and business management. Mr. Jenson is an avid sportsman, who enjoys hunting, skiing, snowmobiling, snowboarding, golfing, fishing, and riding horses and was a competitive swimmer. Mr. Jenson maintains his commercial pilot’s license and is a certified flight instructor. Mr. Jenson is on the board of advisors of Westminster College’s Bill and Vieve Gore School of Business and the board of advisors of the Westminster College School of Aviation. He is a board member of the Utah Foundation for North American Wild Sheep, which he assisted in the initial capitalization of the foundation’s trust. Mr. Jenson is married and is the father of two daughters.

~~(1) No or nominal assets;~~8

~~(2)~~Employment ~~Assets consisting solely of cash and cash equivalents; or~~Contract

On September 17, 2010, TMC Nevada entered into an employment agreement (3the “Agreement”) ~~Assets~~with ~~consisting~~Vincent ofGoett, ~~any~~pursuant ~~amount~~to which, Mr. Goett was to serve as TMC Nevada’s Co-Chief Executive Officer. The Agreement was dated effective as of ~~cash~~September ~~and~~2, ~~cash equivalents~~2010. However, as noted above, the parties to the License Agreement agreed to rescind the transaction, and ~~nominal~~as ~~other~~of ~~assets;~~the ordate of this Report were negotiating a written Rescission Agreement. The Company anticipates that pursuant to the Rescission Agreement, Mr. Goett’s employment agreement will be terminated.

~~(ii)~~PART III

AnITEM ~~issuer~~10: ~~that~~DIRECTORS, ~~has~~EXECUTIVE ~~been~~OFFICERS, atAND ~~any~~CORPORATE ~~time previously an issuer described in paragraph (i)(1)(i).~~GOVERNANCE

~~(2)~~Identification ~~Notwithstanding paragraph (i)(1), if the issuer~~ of ~~the~~Directors securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and ~~other~~Executive materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issue was required to file such reports and materials), other than Form 8-K reports (ss.249.308 of this chapter); and has filed current "Form 10 information" with the Commission reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after one year has elapsed from the date that the issuer filed "Form 10 information" with the Commission.Officers

~~(3)~~Our ~~The~~executive ~~term~~officers ~~"Form~~and 10directors ~~information"~~and ~~means~~their ~~the information~~respective ~~that is required by Form 10 or Form 20-F (ss.249.220f of this chapter)~~ages, aspositions ~~applicable~~and tobiographical ~~the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the Form 10~~ information inare ~~any~~set ~~filing~~forth ~~of the issuer with the Commission~~below. ~~The Form 10 information is deemed filed when the initial filing is made with the Commission."~~

Securities of a shell company cannot be publicly sold under Rule 144 in the absence of compliance with this subparagraph, though the SEC has implied that these restrictions would not be enforced respecting securities issued by a shell company while it was not determined to be a shell company.


Name	Age	Position with UAGH, Inc.
Jeff Jenson (1)	40	President,Chief Operating Officer, Secretary, and Treasurer
Daniel Drummond (2)	57	Former President/former Director
Alex Ferries (3)	36	Former Secretary/former Director

~~Section 4~~(1) ~~of the Securities Act~~

~~Since~~Mr. weJenson ~~are~~was aappointed ~~shell company~~ as ~~defined~~a inDirector ~~subparagraph~~and ~~(i) of~~as ~~Rule 144, our shares of common stock cannot be publicly resold under Rule 144 until we comply with~~ the ~~requirements~~Company’s ~~outlined~~President ~~above~~following ~~under~~ the ~~heading "Shell~~resignation ~~Companies." Until those requirements have been satisfied, any resales~~ of ~~our~~Daniel ~~shares~~Drummond ofon ~~common~~August ~~stock must be made in compliance with the provisions of the exemption from registration under the Securities Act provided in Section 4(1) thereof~~25, ~~applicable to persons other than "an issuer, underwriter or a dealer~~2010." That will require that such shares of common stock be sold in "routine trading transactions," which would include compliance with substantially all of the requirements of Rule 144, regardless of its availability; and such resales may be limited to our non-affiliates Mr. ItJenson iswas ~~the position~~subsequently ofappointed ~~the~~as ~~SEC that~~ the ~~Section~~Company’s ~~4(1)~~Chief ~~exemption~~Operating ~~is not available for the resale of any securities of an issuer that is or was a shell company~~Officer, ~~by directors~~Secretary, ~~executive~~and ~~officers,~~Treasurer ~~promoters~~on orSeptember ~~founders or their transferees. See NASD Regulation~~17, ~~Inc~~2010.~~, CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the so-called "Worm-Wulff Letter."~~

~~Use of Proceeds of Registered Securities~~(2)

~~There~~Mr. ~~were~~Drummond noresigned ~~proceeds~~as ~~received~~a ~~during~~director ~~the~~and ~~calendar~~officer ~~year ended~~of ~~June 30, 2009, from~~ the ~~sale~~Company ofon ~~registered~~August ~~securities~~25, 2010.

~~Purchases of Equity Securities by Us and Affiliated Purchasers~~(3)

~~None;~~Mr. ~~not~~Ferries ~~applicable~~resigned as a director and officer of the Company on August 25, 2010.

~~ITEM~~Background 6:and ~~SELECTED~~Business ~~FINANCIAL DATA~~Experience

~~Not~~Mr. ~~required~~Jenson, 40, the Chief Operating Officer, Secretary, and Treasurer of the Company, has been a financial consultant to emerging and public corporations for ~~smaller~~over ~~reporting~~eighteen ~~companies~~years. He is also currently the Managing Director of Tryant, LLC. For eleven years prior to founding Tryant, Mr. Jenson was President of Jenson Services, a Utah-based mergers and acquisitions firm. During his career, Mr. Jenson has participated in over forty reverse mergers. On September 1, 2010, Mr. Jenson became a director and officer of the Company and its wholly owned subsidiary The Markers Companies, Inc., which specializes in the destination club and fractional ownership business. Mr. Jenson is a founder and director of EMB Energy, Inc., an electromagnetic battery storage company. Mr. Jenson is also a founder and director of Solar Nation, Inc., a commercial scale solar development company which began operations in 2008. From March 2009 until March 2010, Mr. Jenson served as President and Director of Nextfit, Inc. In 2001, Mr. Jenson founded Vic’s Nutritional Products, Inc., which developed, owned, and operated its retail outlets in shopping malls throughout the US and which was subsequently purchased by Guthy Renker. Mr. Jenson graduated from Westminster College in 1992 with degrees in aviation and business management. Mr. Jenson is an avid sportsman, who enjoys hunting, skiing, snowmobiling, snowboarding, golfing, fishing, and riding horses and was a competitive swimmer. Mr. Jenson maintains his commercial pilot’s license and is a certified flight instructor. Mr. Jenson is on the board of advisors of Westminster College’s Bill and Vieve Gore School of Business and the board of advisors of the Westminster College School of Aviation. He is a board member of the Utah Foundation for North American Wild Sheep, which he assisted in the initial capitalization of the foundation’s trust.

~~ITEM~~Significant ~~7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~Employees

~~When~~We ~~used~~have inno ~~this~~employees ~~Annual~~who ~~Report,~~are ~~the~~not ~~words~~executive ~~"may~~officers," ~~"will," "expect,"~~but ~~"anticipate,"~~who ~~"continue," "estimate," "project," "intend," and similar expressions~~ are ~~intended~~expected to ~~identify~~make ~~forward-looking~~a ~~statements~~significant ~~within the~~contribution ~~meaning~~to ~~of Section 27a of~~ the ~~Securities Act and Section 21e of the Exchange Act regarding events, conditions, and financial trends that may affect The~~ Company's ~~future plans of operations,~~ business ~~strategy, operating results, and financial position~~. Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed further below under "Trends and Uncertainties," and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

~~Plan~~Family ~~of Operation~~Relationships

Our plan of operation for the next 12 months is to: (i)consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a "going concern" engaged in any industry selectedNone.

~~During~~Involvement the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to us. Because we have not determined any business or industry in ~~which~~Other ~~our~~Public operations will be commenced, and we have not identified any prospective venture as of the date of this Annual Report, it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm's length transaction. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.Companies

~~When~~Mr. ~~and~~Drummond ifwas athe ~~business~~sole ~~will~~officer ~~commence or an acquisition made is presently unknown~~ and ~~will~~director ~~depend~~of ~~upon~~Wren, ~~various factors~~Inc., ~~including~~an ~~but~~internet ~~not limited~~marketing tocompany, ~~funding~~ and ~~its~~was ~~availability~~the ~~and~~president if and ~~when~~a ~~any~~director ~~potential acquisition~~of ~~may~~UAGH, ~~become~~Inc. ~~available to us at terms acceptable to us~~Mr. ~~The~~Drummond ~~estimated costs~~was ~~associated~~an ~~with~~officer ~~reviewing~~ and ~~verifying~~director ~~information~~of ~~about~~West aCoast ~~potential business~~Car ~~venture~~Company ~~would~~from beMarch ~~mainly~~2004 ~~for~~until ~~due~~May ~~diligence~~2007, ~~and~~when ~~the~~it ~~legal~~became ~~process~~Shengtai ~~and could cost between $5~~Pharmaceutical,~~000~~ ~~and $25,000~~Inc. ~~These~~He ~~funds~~was ~~will~~also ~~either~~an beofficer ~~required~~and ~~to be~~director ~~loaned~~of byArdmore ~~management~~Holding orCorporation ~~raised~~until inJune ~~private~~2008, ~~offerings;~~when ~~we cannot assure you that~~ it ~~can~~became ~~raise~~Yayi ~~funds~~International, ~~if needed~~Inc. (5 years)

~~Liquidity and Capital Resources~~9

~~The~~Mr. ~~Company~~Ferries ~~has~~was ~~cash~~an orofficer ~~cash~~and ~~equivalents~~director ~~on hand as~~ of ~~June~~West ~~30, 2009~~Coast ~~amounting~~Car toCompany ~~$0.~~from IfMarch ~~additional~~2004 ~~funds~~until ~~are~~May ~~required~~2007, ~~such~~when ~~funds may~~it bebecame ~~advanced~~Shengtai byPharmaceutical, ~~management or stockholders as loans to the Company~~Inc. ~~During~~ ~~the~~He ~~year~~was ~~ended~~also ~~June~~an ~~30,~~officer ~~2009, loans were made~~ and ~~expenses were~~director ~~paid by a principal stockholder in the amount~~ of ~~$7,930.~~Ardmore ~~During the~~Holding ~~same~~Corporation ~~period~~until inJune 2008, ~~additional~~when ~~loans~~it ~~and~~became ~~expenses~~Yayi ~~by a principal stockholder totaled $24~~International,~~139.~~ ~~The aggregate amount of $32,069 outstanding as of June 30, 2009, is unsecured and is due on demand~~Inc. ~~Because the Company has not identified any acquisition or venture, it is impossible to predict the amount of any such loan.~~

~~Results~~Mr. Jenson was an officer and director of NextFit, ~~Operations~~Inc from March 2009 until March 2010. He also served as President and a director of Ardmore Holding Company from July 2007 until June 2008.

~~Other~~Involvement ~~than maintaining its good corporate standing~~ in ~~the State~~Certain ofLegal Delaware compromising and settling its debts and seeking the acquisition of assets, properties or businesses that may benefit us and our stockholders, we have had no material business operations in the two most recent calendar years.Proceedings

During the ~~year~~past ~~ended~~five ~~June 30~~years, ~~2009,~~no ~~we had a net loss of $24~~director,~~611,~~ ~~resulting from operations. During this same period ending June 30~~officer, ~~2008,~~promoter weor ~~had~~founder aor ~~net~~control ~~loss~~person of ~~$31,388, also resulting from operations. The decrease in net loss is due to~~ the Company~~'s reduction in ongoing expenses. We have recognized no revenues in either of our two most recent calendar years. See the Index to Financial Statements, Part II, Item 8, of this Annual Report.~~:

~~Off~~-~~Balance Sheet Arrangements~~

Wehas filed a petition under federal bankruptcy laws or any state insolvency laws, nor had noa ~~Off-Balance~~receiver, ~~Sheet~~fiscal ~~arrangements~~agent ~~during~~or similar officer appointed by a court for the ~~fiscal year~~business ~~ended~~or ~~June~~property 30of such person, ~~2009.~~or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

~~ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~-

~~Not~~ was ~~required~~convicted ~~for~~in ~~smaller~~a ~~reporting~~criminal ~~companies.~~proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~-

was ~~The~~the ~~required~~subject ~~financial~~of ~~statements~~any ~~are~~order, ~~included following~~judgment ~~the~~or ~~signature~~decree, ~~page~~not subsequently reversed, suspended or vacated, of ~~this~~any ~~Form~~court ~~10-K.~~of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting his/her involvement in any type of business, securities or banking activities; or

~~ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~-

~~None;~~was found by a court of competent jurisdiction in a civil action, by the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not ~~applicable~~been subsequently reversed, suspended, or vacated.

~~ITEM~~Compliance 9Awith Section 16(Ta): ~~CONTROLS~~of ~~AND~~the ~~PROCEDURES~~Exchange Act

~~Our~~The ~~management,~~common ~~with~~stock ~~the participation~~ of ~~our~~the ~~President~~Company ~~and Secretary/Treasurer,~~is ~~evaluated~~registered under the ~~effectiveness~~Exchange ofAct, ~~our disclosure controls~~ and ~~procedures~~ astherefore, of the ~~end of the period covered by this Annual Report. Based on that evaluation~~officers, ~~our~~directors ~~President~~ and ~~Secretary/Treasurer~~holders ~~concluded~~of ~~that~~more ~~our disclosure~~than ~~controls~~10% ~~and procedures as~~ of ~~the~~our ~~end~~outstanding ofshares ~~the~~are ~~period~~subject ~~covered~~to by the ~~Annual~~ ~~Report~~provisions ~~were~~of ~~effective~~Section ~~such~~16(a) ~~that~~which ~~the~~requires ~~information~~them ~~required~~ to befile ~~disclosed by~~with ~~us in reports filed under~~ the ~~Exchange~~SEC ~~Act~~initial isreports ~~(i)~~of ~~recorded,~~ownership ~~processed, summarized~~ and ~~reported~~reports ~~within~~of ~~the~~changes ~~time periods specified~~ in ~~the~~ownership ~~SEC's~~of ~~rules and~~common ~~forms~~stock and ~~(ii)~~our ~~accumulated~~other ~~and~~equity ~~communicated~~securities. ~~to our management~~Officers, ~~including our~~directors ~~President~~ and ~~Secretary/Treasurer,~~greater asthan ~~appropriate~~10% tobeneficial ~~allow~~owners ~~timely~~are ~~decisions regarding~~required ~~disclosure.~~by ASEC ~~controls~~regulations ~~system~~to ~~cannot~~furnish ~~provide~~us ~~absolute~~with ~~assurance, however,~~copies ~~that~~of ~~the~~all ~~objectives~~Section of16(a) ~~the~~reports ~~controls~~they ~~system~~file. ~~are~~There ~~met,~~were ~~and~~ no ~~evaluation of~~transactions ~~controls~~during ~~can~~the ~~provide~~year ~~absolute~~ended ~~assurance~~June ~~that all control issues and instances of fraud~~30, if2010 ~~any,~~that ~~within~~were arequired ~~company~~to ~~have~~be ~~been detected~~reported.

~~Management's~~Code ~~Annual~~of ~~Report on Internal Control over Financial Reporting~~Ethics

~~Our~~We ~~management~~adopted isa ~~responsible~~Code ~~for~~of ~~establishing~~Ethics ~~and maintaining~~for ~~adequate~~our ~~internal~~principal ~~control~~executive ~~over~~and financial ~~reporting (as defined in Rule 13a-15(f) under the Exchange Act)~~officers. Our ~~internal~~Code ~~control~~of ~~over~~Ethics ~~financial reporting~~was isfiled aas ~~process~~Exhibit ~~designed~~14 to ~~provide~~our ~~reasonable~~Annual ~~assurance~~Report ~~regarding~~for the ~~reliability~~ ofyear ~~financial~~ended ~~reporting~~June ~~and~~30, ~~the~~2008. ~~preparation~~See ofPart ~~financial~~IV, ~~statements for~~Item ~~external~~15, ~~purposes~~ of ~~accounting~~this ~~principles~~Annual ~~generally accepted in the United States~~Report.

~~Because~~Corporate of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.Governance

~~Our~~Nominating management, with the participation of the President, evaluated the effectiveness of the Company's internal control over financial reporting as of June 30, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of June 30, 2009, our internal control over financial reporting was not effective. The Company's material weaknesses in internal control are due to the lack of segregation of duties and the lack of accounting expertise in the supervision of the financial reporting process. However, the Company believes the costs of remediation outweigh the benefits given the limited operations of the company.

~~This~~To ~~Annual~~date, ~~Report~~we ~~does~~have not ~~include~~established ana ~~attestation~~Nominating ~~report~~Committee ~~of the~~because, ~~Company's~~due ~~registered~~to ~~public~~our ~~accounting~~lack ~~firm~~of ~~regarding~~material ~~internal~~operations ~~control~~and ~~over financial~~the ~~reporting.~~fact ~~Management's~~that ~~report~~we ~~was~~presently ~~not~~have ~~subject~~only toone ~~attestation~~director byand ~~the Company's~~executive ~~registered~~officer. As ~~public~~our ~~accounting~~operations ~~firm~~progress, ~~pursuant~~the toBoard ~~temporary rules~~ of ~~the Security~~Directors ~~and~~intends ~~Exchange~~to ~~Commission~~continue ~~that~~to ~~permit~~review the ~~Company~~need tofor ~~provide~~and ~~only management's~~timing ~~report~~of inthe ~~this~~appointment ~~Annual~~of ~~Report~~a nominating committee.

~~Changes~~If we do establish a Nominating Committee, we will disclose this change to our procedures in ~~Internal~~recommending ~~Control~~nominees ~~Over~~to ~~Financial~~our ~~Reporting~~Board of Directors.

~~There~~Audit ~~have been no changes in internal control over financial reporting.~~Committee

~~ITEM~~Similarly, ~~9B:~~to ~~OTHER~~date ~~INFORMATION~~we have not established an Audit Committee because, due to our lack of material operations and the fact that we presently have only one director and executive officer, we believe that we are able to effectively manage the issues normally considered by an Audit Committee. Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.

~~None.~~10

~~PART~~ITEM ~~III~~11: EXECUTIVE COMPENSATION

~~ITEM~~All ~~10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE~~Compensation

~~Identification~~No cash compensation, deferred compensation or long-term incentive plan awards were issued or granted to our management during the years ended June 30, 2010, or 2009. Furthermore, no member of ~~Directors~~our ~~and~~management ~~Executive~~has ~~Officers~~been granted any option or stock appreciation rights; accordingly, no tables relating to such items have been included within this Item. Stock awards would be valued using the closing bid price for the period in question as obtained from the National Quotation Bureau, Inc. (the "NQB"). The following table sets forth the aggregate compensation paid by our Company for services rendered during the periods indicated:

~~Our~~SUMMARY ~~executive~~COMPENSATION ~~officers and directors and their respective ages, positions and biographical information are set forth below.~~TABLE

Name	Age	Position	Director or Officer since
Name and Principle Position		Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen-sation ($)	Nonqual-ified Deferred Compen-sation ($)	All Other Compen- sation ($)	Total Earnings ($)
Daniel Drummond	56	President/Director	September 2006
(a)		(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Alex Ferries	35	Secretary/Director	September 2006
Jeff Jenson (1)		6/30/10	0	0	0	0	0	0	0	0
	President and Director	6/30/09	0	0	0	0	0	0	0	0
		6/30/08	0	0	0	0	0	0	0	0
Alex Ferries (2)		6/30/10	0	0	0	0	0	0	0	0
	Former Secretary	6/30/09	0	0	0	0	0	0	0	0
	Former Director	6/30/08	0	0	0	0	0	0	0	0
Daniel Drummond (3)		6/30/10	0	0	0	0	0	0	0	0
	Former President, Former Director	6/30/09	0	0	0	0	0	0	0	0
		6/30/08	0	0	0	0	0	0	0	0

~~Background and Business Experience~~(1)

~~Daniel D. Drummond, President and Director.~~ Mr. ~~Drummond graduated~~Jenson ~~with~~was aappointed ~~Bachelor~~as ~~of Science degree from the United States Military Academy at West Point in 1975. Following~~ a ~~military~~Director ~~career with the U.S. Army, Mr. Drummond held positions with various companies in marketing, consulting~~ and ~~operations.~~ ~~From~~as ~~April~~the ~~2003~~Company’s ~~until December 2003, Mr. Drummond was Vice~~ President offollowing ~~Systems Development for two start-up companies, PoweRX Pharmacy, a pain-management pharmacy, and PoweRx Technologies, a company specializing in~~ the ~~development~~resignation of ~~handheld~~Daniel ~~prescription-writing applications and systems. Since February 2004, Mr.~~ Drummond ~~has~~on ~~been~~August ~~a member of Tryant~~25, ~~LLC~~2010.~~, a firm specializing in mergers and acquisitions.~~ Mr. ~~Drummond~~Jenson was ~~the~~subsequently ~~sole officer~~appointed ~~and director~~as ofthe ~~Wren,~~Company’s ~~Inc.,~~Chief anOperating ~~internet marketing company until February 23~~Officer, ~~2009~~Secretary, ~~and~~ ~~was the president~~ and ~~director~~Treasurer ofon ~~Prestige~~September ~~Capital Corporation.~~17, ~~a development stage company, until August 2009~~2010.

Alex Ferries, Secretary, Treasurer and a Director. He has been an associate at Tryant, LLC since February 2004. From July 2003 to January 2004, he worked part-time as an independent consultant, evaluating the merits of a potential retail pharmacy chain, which never materialized. (2)

~~Significant~~Mr. ~~Employees~~Ferries resigned as a director and officer of the Company on August 25, 2010.

~~We have no employees who are not executive officers, but who are expected to make a significant contribution to the Company's business.~~(3)

~~Family~~Mr. ~~Relationships~~Drummond resigned as a director and officer of the Company on August 25, 2010.

~~None.~~Employment Agreement

~~Involvement~~On inSeptember ~~Other~~17, ~~Public~~2010, ~~Companies~~TMC Nevada entered into an employment agreement (the “Agreement”) with Vincent Goett, pursuant to which, Mr. Goett was to serve as TMC Nevada’s Co-Chief Executive Officer. The Agreement was dated effective as of September 2, 2010. However, as noted above, the parties to the License Agreement agreed to rescind the transaction, and as of the date of this Report were negotiating a written Rescission Agreement. The Company anticipates that pursuant to the Rescission Agreement, Mr. Goett’s employment agreement will be terminated.

~~Mr.~~Outstanding ~~Drummond~~Equity ~~was~~Awards ~~the~~at ~~sole~~Fiscal officer and director of Wren, Inc., an internet marketing company, and is currently the president and a director of UAGH, Inc. Mr. Drummond was an officer and director of West Coast Car Company from March 2004 until May 2007, when it became Shengtai Pharmaceutical, Inc. He was also an officer and director of Ardmore Holding Corporation until June 2008, when it became Yayi International, Inc.Year-End

MrNone. Ferries was an officer and director of West Coast Car Company from March 2004 until May 2007, when it became Shengtai Pharmaceutical, Inc. He was also an officer and director of Ardmore Holding Corporation until June 2008, when it became Yayi International, Inc.

~~Involvement~~Compensation inof ~~Certain Legal Proceedings~~Directors

~~During~~There ~~the~~are ~~past~~no ~~five~~standard ~~years,~~arrangements nopursuant to which our directors are compensated for any services provided as director, ~~officer,~~including ~~promoter or~~services ~~founder~~for committee participation or ~~control~~for ~~person~~special ofassignments. Our directors received no compensation for service as directors for the ~~Company:~~year ended June 30, 2010.

- has filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;11

-ITEM ~~was~~12: ~~convicted~~SECURITY inOWNERSHIP aOF ~~criminal~~CERTAIN ~~proceeding~~BENEFICIAL orOWNERS ~~named~~AND ~~subject~~MANAGEMENT ~~to a~~AND ~~pending~~RELATED ~~criminal~~STOCKHOLDER ~~proceeding (excluding traffic violations and other minor offenses);~~MATTERS

~~-was~~Security ~~the~~Ownership ~~subject~~ of ~~any~~Certain ~~order,~~Beneficial judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting his/her involvement in any type of business, securities or banking activities; orOwners

~~-was~~The ~~found~~following table sets forth the ownership by aany ~~court~~person known to us to be the beneficial owner of ~~competent~~more ~~jurisdiction~~than infive apercent ~~civil action~~(5%) of any of our outstanding voting securities as of October 13, by2010. ~~the~~Beneficial ~~SEC~~ownership oris determined in accordance with the ~~Commodity~~rules ~~Futures~~of ~~Trading~~the ~~Commission~~SEC toand ~~have~~generally ~~violated any~~includes ~~federal~~voting or ~~state~~investment power with respect to securities. ~~law,~~The ~~and~~persons named in the ~~judgment~~table inbelow ~~such~~have ~~civil~~sole ~~action~~voting ~~or finding~~power and investment power with respect to all shares of common stock shown as beneficially owned by ~~the~~them. ~~SEC~~The ~~has~~percentage ~~not~~of ~~been~~beneficial ~~subsequently~~ownership ~~reversed,~~is ~~suspended~~based upon 670,741 shares orof ~~vacated~~common stock outstanding at that date.

Compliance with Section 16(a) of the Exchange Act


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Common Stock	Jeffrey D. Jenson P. O. Box 5005, PMB 42 Rancho Santa Fe, CA 92067	600,000	89.45%

	Directors and Officers as a Group (1 person)		89.45%

~~The~~(1) ~~common~~These ~~stock of the Company is registered under the Exchange Act, and therefore, the officers, directors and holders of more than 10% of our outstanding~~ shares are ~~subject~~owned toby ~~the~~Tryant, ~~provisions~~LLC. ofJeff ~~Section~~Jenson ~~16(~~is a~~) which~~ ~~requires~~managing ~~them~~director ~~to file with the SEC initial reports~~ of ~~ownership and reports of changes in ownership of common stock and our other equity securities. Officers~~Tryant, ~~directors~~LLC and ~~greater~~these ~~than~~shares ~~10% beneficial owners~~ are ~~required~~ byconsidered ~~SEC regulations~~ to ~~furnish~~be usbeneficially ~~with~~controlled ~~copies~~by ofMr. ~~all Section 16(a) reports they file~~Jenson. ~~Based solely upon review of the copies of such forms furnished to us during the fiscal year ended June 30, 2009, the following were filed timely:~~

~~None~~There are no contracts or other arrangements that could result in a change of control of the Company.

~~Code~~SEC Rule 13d-3 generally provides that beneficial owners of ~~Ethics~~securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.

WeChanges ~~adopted~~in a Code of Ethics for our principal executive and financial officers. Our Code of Ethics was filed as Exhibit 14 to our Annual Report for the year ended June 30, 2008. See Part IV, Item 15, of this Annual Report.Control

~~Corporate~~There ~~Governance~~are no additional present arrangements or pledges of our securities which may result in a change in control of the Company. However, there are no provisions in our Articles of Incorporation or Bylaws that would delay, defer or prevent a change in control.

~~Nominating~~Securities ~~Committee~~Authorized for Issuance under Equity Compensation Plans

WeNone, ~~have~~ not established a Nominating Committee because, due to our lack of material operations and the fact that we presently have only three directors and executive officers, we believe that we are able to effectively manage the issues normally considered by a Nominating Committeeapplicable. ~~Following~~ ~~the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.~~

IfITEM we13: doCERTAIN ~~establish~~RELATIONSHIPS aAND ~~Nominating~~RELATED ~~Committee~~TRANSACTIONS, weAND ~~will~~DIRECTORS ~~disclose this change to our procedures in recommending nominees to our Board of Directors.~~INDEPENDENCE

~~Audit~~Transactions ~~Committee~~with Related Persons

WeExcept ~~have~~for ~~not~~the ~~established~~following, anthere ~~Audit~~were ~~Committee~~no ~~because~~material transactions, ~~due~~or series of similar transactions, during our last two fiscal years, or any currently proposed transactions, or series of similar transactions, to which our ~~lack~~Company or any of ~~material~~our ~~operations~~subsidiaries ~~and~~was ~~the~~or ~~fact~~is ~~that~~to webe ~~presently~~a ~~have~~party, ~~only~~in ~~three directors~~which ~~and~~the ~~executive~~amount ~~officers~~involved exceeded the lesser of $120,000 weor ~~believe~~one ~~that~~percent weof ~~are~~our ~~able~~total toassets ~~effectively manage~~at year-end for the ~~issues~~last ~~normally~~two ~~considered~~completed byfiscal anyears ~~Audit~~and ~~Committee.~~in ~~Following~~which ~~the~~any ~~entry into~~director, executive officer or any ~~business~~security holder who is known to us to own of record or ~~the~~beneficially ~~completion~~more than five percent of any ~~acquisition,~~class ~~merger~~of ~~or reorganization~~our common stock, aor ~~further~~any ~~review~~member of ~~this~~the ~~issue~~immediate ~~will~~family noof ~~doubt~~any beof ~~necessitated and~~the ~~undertaken~~foregoing bypersons, ~~new~~had ~~management~~an interest.

~~ITEM~~Shareholder ~~11:~~Loans ~~EXECUTIVE~~- ~~COMPENSATION~~During the years ended June 30, 2010 and 2009, respectively, $12,128 and $7,930 was loaned by shareholders of the Company and $0 and $0 was repaid to the shareholders. As of June 30, 2010 and 2009, the amount due to the shareholders was $44,197 and $32,069, respectively. The interest expense on the loans was $1,500 and $492 for the years ended June 30, 2010 and 2009, respectively. The above mentioned shareholder loans were due on demand and had interest imputed at an annual rate of 10%.

~~All~~Director ~~Compensation~~Independence

NoWe ~~cash~~do ~~compensation,~~not ~~deferred~~have ~~compensation~~any orindependent ~~long-term incentive~~directors ~~plan~~serving ~~awards~~on ~~were issued or granted to~~ our ~~management~~Board ~~during the years ended June 30, 2009, or 2008. Furthermore, no member~~ of ~~our management has been granted any option or stock appreciation rights; accordingly, no tables relating to such items have been included within this Item~~Directors. Stock awards were valued using the closing bid price for the period in question as obtained from the National Quotation Bureau, Inc. (the "NQB"). The following table sets forth the aggregate compensation paid by our Company for services rendered during the periods indicated:

~~SUMMARY COMPENSATION TABLE~~12

~~SUMMARY~~ITEM ~~COMPENSATION~~14: ~~TABLE~~PRINCIPAL ACCOUNTANT FEES AND SERVICES

Name and Principle Position		Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen-sation ($)	Nonqual-ified Deferred Compen-sation ($)	All Other Compen- sation ($)	Total Earnings ($)
(a)		(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Daniel Drummond		6/30/09	0	0	0	0	0	0	0	0
	President, Director	6/30/08	0	0	0	0	0	0	0	0
		6/30/07	0	0	0	0	0	0	0	0
		6/30/06	0	0	0	0	0	0	0	0
Alex Ferries		6/30/09	0	0	0	0	0	0	0	0
	Secretary	6/30/08	0	0	0	0	0	0	0	0
	Director	6/30/07	0	0	0	0	0	0	0	0
		6/30/06	0	0	0	0	0	0	0	0

The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended June 30, 2010 and 2009:

Outstanding Equity Awards at Fiscal Year-End


Fee Category		2010		2009
Audit Fees	$	13,730	$	17,570
Audit-related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0
Total Fees	$	13,730	$	17,570

~~None,~~Audit ~~not~~Fees ~~applicable~~- Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

~~Compensation~~Audit-related Fees - Consists of ~~Directors~~fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit fees."

~~There~~Tax ~~are~~Fees no- ~~standard~~Consists ~~arrangements~~of ~~pursuant~~fees ~~to which our directors are compensated~~ for ~~any~~professional services ~~provided~~rendered asby ~~director,~~our ~~including services~~principal ~~for~~accountants ~~committee participation or~~ for ~~special~~tax ~~assignments.~~compliance, ~~Our~~tax ~~directors received~~advice noand ~~compensation~~tax ~~for service as directors for the year ended June 30, 2009~~planning.

~~ITEM~~All ~~12:~~Other ~~SECURITY~~Fees ~~OWNERSHIP~~- OFConsists ~~CERTAIN~~of ~~BENEFICIAL OWNERS~~fees ~~AND~~for ~~MANAGEMENT~~products ~~AND~~and ~~RELATED~~services ~~STOCKHOLDER~~provided ~~MATTERS~~by our principal accountants, other than the services reported under "Audit fees," "Audit-related fees," and "Tax fees" above.

~~Security~~Policy ~~Ownership~~on Audit Committee Pre-Approval of ~~Certain~~Audit ~~Beneficial~~and ~~Owners~~Permissible Non-Audit Services of Independent Auditors

~~The~~We ~~following~~have ~~table~~not ~~sets~~adopted ~~forth~~an ~~the~~Audit ~~ownership~~Committee; bytherefore, ~~any~~there ~~person known~~is tono usAudit toCommittee bepolicy ~~the~~in ~~beneficial~~this ~~owner~~regard. ~~of more than five percent (5%) of any of our outstanding voting securities as of September 28~~However, ~~2009.~~we ~~Beneficial~~do ~~ownership~~require ~~is determined~~approval in ~~accordance~~advance ~~with~~of the ~~rules~~performance of ~~the~~professional ~~SEC~~services ~~and~~to ~~generally~~be ~~includes voting~~provided orto ~~investment~~us ~~power~~by ~~with~~our ~~respect~~principal ~~to securities~~accountant. ~~The~~Additionally, ~~persons~~all ~~named~~services inrendered ~~the table~~by ~~below~~our ~~have~~principal ~~sole~~accountant ~~voting~~are ~~power~~performed ~~and~~pursuant ~~investment power with respect~~ to ~~all shares~~a ofwritten ~~common~~engagement ~~stock~~letter ~~shown~~between asus ~~beneficially~~and ~~owned~~the byprincipal ~~them~~accountant. ~~The percentage of beneficial ownership is based upon 670,741 shares of common stock outstanding at that date.~~

Title of	Name and Address of	Amount and Nature of	Percentage of Class
Class	Beneficial Owner	Beneficial Ownership
Common	Daniel D. Drummond (1)(2)	600,000	89.45%
	P. O. Box 5005, PMB 42
	Rancho Santa Fe, CA 92067
	Alex Ferries (2)	-	-
	1608 West 2225 South
	Woods Cross, UT 84087
Total Officers and Directors		600,000	89.45%
As a Group (2 Persons)

PART IV

ITEM ~~(1)~~15: ~~These~~EXHIBITS ~~shares~~AND ~~are~~FINANCIAL ~~owned~~STATEMENT ~~by Tryant, LLC. Daniel Drummond is a managing director of Tryant, LLC and these shares are considered to be beneficially controlled by Mr. Drummond.~~ SCHEDULES

(a)(1)(2) ~~Officer~~Financial ~~and Director~~Statements. See the audited financial statements for the year ended June 30, 2010, contained in Item 8 above which are incorporated herein by this reference.

~~There~~(a)(3) ~~are~~Exhibits. noThe ~~contracts~~following orexhibits ~~other~~are ~~arrangements~~filed ~~that~~as ~~could~~part ~~result in a change~~ of ~~control~~this ofAnnual ~~the Company.~~ Report:

~~SEC Rule 13d-~~3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.1

~~Changes~~Articles inof ~~Control~~Incorporation(1)

~~There are no additional present arrangements or pledges of our securities which may result in a change in control of the Company~~3.1a ~~However, there are no provisions in our Articles of Incorporation or Bylaws that would delay, defer or prevent a change in control.~~

~~Securities~~Amended ~~Authorized~~Articles ~~for~~of ~~Issuance~~Incorporation* ~~under Equity Compensation Plans~~

~~None, not applicable~~3.2

~~ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE~~Bylaws(1)

~~Transactions with Related Persons~~10.1

~~Except~~License ~~for the following~~Agreement, ~~there~~dated ~~were~~as ~~no material transactions, or series~~ of ~~similar transactions,~~August ~~during our last two fiscal years~~27, ~~or any currently proposed transactions~~2010, orbetween ~~series~~the ~~of similar transactions~~Company, toThe ~~which~~Markers ~~our Company or any of our subsidiaries was or is to be a party~~Companies, ~~in which the amount involved exceeded the lesser of $120~~Inc.,~~000~~ ~~or one percent of our total assets at year-end for the last two completed fiscal years~~ and inMarkers ~~which any director~~Companies, ~~executive~~LLC officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.(2)

Shareholder Loans - During the years ended June 30, 2009 and 2008, respectively, $7,930 and $24,139 was loaned by shareholders of the Company and $0 and $0 was repaid to the shareholders. As of June 30, 2009 and 2008, the amount due to the shareholders was $32,069 and $24,139, respectively. The interest expense on the loans was $630 and $492 for the years ended June 30, 2009 and 2008, respectively. The above mentioned shareholder loans were due on demand and had interest imputed at an annual rate of 10%.2

~~Promoters~~Promissory ~~and~~Note ~~Certain Control Persons~~(2)

~~See the heading "Transactions with Related Persons" above~~14.1

~~Parents~~Code of ~~the Issuer~~Ethics(3)

~~We have no parents.~~22

~~Director~~Subsidiaries ~~Independence~~of the Registrant

~~We do not have any independent directors serving on our Board of Directors~~31.1

~~ITEM~~Certification ~~14:~~of ~~PRINCIPAL~~Principal ~~ACCOUNTANT~~Executive ~~FEES~~Officer ~~AND~~as ~~SERVICES~~adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*

~~The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended June 30, 2009 and 2008:~~32.1

Fee Category		2009		2008
Audit Fees	$	17,570	$	13,046
Audit-related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0
Total Fees	$	17,570	$	13,046

Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-QSB or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.________________________________

~~Audit-related~~(1) ~~Fees~~These -exhibits ~~Consists~~are ofincorporated ~~fees~~herein ~~for assurance and related services~~ by ~~our~~reference ~~principal accountants that are reasonably related~~ to the ~~performance~~Company's ofForm ~~the~~10-SB ~~audit~~filed orwith ~~review~~the ofSecurities ~~our~~and ~~financial~~Exchange ~~statements~~Commission ~~and~~(the ~~are not~~“Commission”) ~~reported~~on ~~under~~December ~~"Audit~~28, ~~fees~~2007."

~~Tax~~(2) ~~Fees~~These -exhibits ~~Consists~~are ofincorporated ~~fees~~by ~~for~~reference ~~professional~~to ~~services rendered~~the byCompany’s ~~our~~Current ~~principal~~Report ~~accountants~~on ~~for~~Form ~~tax~~8-K ~~compliance,~~filed ~~tax~~with ~~advice~~the ~~and~~Commission ~~tax planning~~on September 8, 2010.

~~All~~(3) ~~Other~~These ~~Fees~~exhibits -are ~~Consists~~incorporated ofherein ~~fees~~by ~~for~~reference ~~products~~to ~~and services~~the ~~provided~~Company's byForm ~~our~~10-KSB ~~principal~~filed ~~accountants,~~with ~~other than~~ the ~~services reported~~Commission ~~under~~on ~~"Audit~~September ~~fees~~29," ~~"Audit-related fees," and "Tax fees" above~~2008.

~~Policy~~* onFiled ~~Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors~~herewith.

We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.13

~~PART IV~~SIGNATURES

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

~~(a)(1)(2) Financial Statements. See the audited financial statements for the year ended June 30~~UAGH, ~~2009 contained in Item 8 above which are incorporated herein by this reference~~Inc.

(a)(3) Exhibits. The following exhibits are filed as part of this Annual Report:

Date:

10/13/2010

By:

/s/ Jeffrey D. Jenson

Principal Executive Officer,

Principal Financial Officer

~~3.1 Articles~~/s/ ofJeffrey ~~Incorporation(1)~~D. Jenson

3Jeffrey D.~~1a Amended~~ ~~Articles of Incorporation (2)~~Jenson

~~3.2 Bylaws(1)~~, Director

14~~.1 Code of Ethics(2)~~

~~31.1 Certification~~UAGH, of Principal Executive Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*Inc.

~~31.2 Certification~~(A ofdevelopment ~~Principal~~stage Financial Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*company)

~~32.1 Certification~~Table of Principal Executive and Financial Officer pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*Contents

(1) These exhibits are incorporated herein by reference to the Company's Form 10-SB filed with the Securities and Exchange Commission on December 28, 2007


Report of Independent Registered Public Accounting Firm	F-1

Balance Sheets as of June 30, 2010 and 2009	F-2

Statements of Operations for the years ended June 30, 2010 and 2009, and for the period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2010	F-3

Statements of Stockholders' Equity (Deficit) for the period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2010	F-4

Statements of Cash Flow for the years ended June 30, 2010 and 2009, and for the period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2010.	F-5

Notes to Financial Statements	F-6

~~(2) These exhibits are incorporated herein by reference to the Company's Form 10~~F-~~KSB filed with the Securities and Exchange Commission on September 29, 2008~~1

*Report ~~Filed~~of ~~herewith.~~Independent Registered Public Accounting Firm

~~SIGNATURES~~Stockholders and Directors

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

We have audited the accompanying balance sheets of UAGH, Inc. (a development stage company) as of June 30, 2010 and 2009, and the related statements of operations, stockholders’ equity/(deficit), and cash flows for the years ended June 30, 2010 and 2009 and for the period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Date:	9/28/2009		By:	/s/ Daniel Drummond
				Daniel Drummond, President/Chief Executive Officer and Director

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Date:	9/28/2009		By:	/s/ Alex Ferries
				Alex Ferries, Chief Financial Officer and Director

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of UAGH, Inc. as of June 30, 2010 and 2009 and the results of its operations, stockholders’ deficit and cash flows for the years ended June 30, 2010 and 2009 and for the period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

~~UAGH~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements, ~~Inc~~the Company has negative working capital, accumulated losses and has not had significant operations since its reorganization. These issues raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are also described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

(A/S/ ~~development~~Mantyla ~~stage~~McReynolds, ~~company)~~LLC

~~Table~~Mantyla ofMcReynolds, ~~Contents~~LLC

Report of Independent Registered Public Accounting Firm	....... F-1
Balance Sheets as of June 30, 2009 and 2008	....... F-2
Statements of Operations for the years ended June 30, 2009 and 2008, and for the period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2009	....... F-3
Statements of Stockholders' Equity (Deficit) for the period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2009	....... F-4
Statements of Cash Flow for the years ended June 30, 2009 and 2008, and for the period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2009.	....... F-5
Notes to Financial Statements	....... F-6

Salt Lake City, Utah

WeOctober ~~have audited the accompanying balance sheets of UAGH~~13, Inc. (a development stage company) as of June 30, 2009 and 2008, and the related statements of operations, stockholders' deficit, and cash flows for the years ended June 30, 2009 and 2008 and for the period from August 16, 2006 (inception) through June 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express and opinion on these financial statement based on our audit. 2010

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. F-2

~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of~~ UAGH, Inc. as of June 30, 2009 and 2008 and the results of its operations, stockholders' deficit and cash flows for the years ended June 30, 2009 and 2008 and for the period from August 16, 2006 through June 30, 2009, in conformity with accounting principles generally accepted in the United States of America.

~~The~~(A ~~accompanying~~development ~~financial~~stage statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements, the Company has negative working capital, accumulated losses and has not had significant operations since its reorganization. These issues raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are also described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. company)

~~UAGH,~~Balance ~~Inc.~~Sheets

(AJune ~~development~~30, ~~stage~~2010 ~~company)~~and 2009

Balance Sheets


		2010		2009
ASSETS
CURRENT ASSETS
Cash	$	-	$	-

TOTAL ASSETS	$	-	$	-

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and other accrued liabilities	$	$ 29,820	$	$ 18,150
Accrued interest payable		4,988		2,679
Advances from stockholder		44,197		32,069
Convertible notes payable - related party		3,777		3,777
Total current liabilities		82,782		56,675

TOTAL LIABILITIES		82,782		56,675

COMMITMENTS AND CONTINGENCIES		-		-

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.01 par value per share; 10,000,000 shares authorized; no shares issued and outstanding		-		-
Common stock, $0.01 par value per share; 100,000,000 shares authorized; 670,741 shares issued and outstanding at June 30, 2010 and 2009.		6,707		6,707
Additional paid-in capital		(4,085)		(5,585)
Deficit Accumulated during Development Stage		(85,404)		(57,797)
Total Stockholders' Equity (Deficit)		(82,782)		(56,675)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	-	$	-

~~June~~The ~~30,~~accompanying ~~2009~~notes ~~and~~are ~~2008~~an integral part of these financial statements.

		2009			2008
ASSETS
CURRENT ASSETS
Cash	$	-		$	-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and other accrued liabilities		$ 18,150			$ 4,257
Accrued interest payable		2,679			383
Advances from stockholder		32,069			24,139
Total current liabilities		52,898			28,779
Convertible notes payable - related party		3,777			3,777
TOTAL LIABILITIES		56,675			32,556
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.01 par value per share; 10,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.01 par value per share; 100,000,000 shares authorized; 670,741 and 668,356 shares issued and outstanding at June 30, 2009 and 2008, respectively.		6,707			6,684
Additional paid-in capital		(5,585	)		(6,054	)
Deficit Accumulated during Development Stage		(57,797	)		(33,186	)
Total Stockholders' Equity (Deficit)		(56,675	)		(32,556	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	-		$	-

F-3

~~The accompanying~~UAGH, ~~notes are an integral part of these financial statements~~Inc.

~~UAGH,~~(A ~~Inc.~~development stage company)

(AStatements ~~development~~of ~~stage company)~~Operations

~~Statements~~For the years ended June 30, 2010 and 2009, and for the period from August 16, 2006 (date of ~~Operations~~bankruptcy settlement) through June 30, 2010

For the years ended June 30, 2009 and 2008, and for the period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2009


		Year ended June 30, 2010		Year ended June 30, 2009		Period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2010
OPERATING EXPENSES
General and administrative	$	23,798	$	21,823	$	77,794
Total operating expense		23,798		21,823		77,794

OPERATING LOSS		(23,798)		(21,823 )		(77,794)

Other Income/ (expense):
Interest expense		(3,809)		(2,788)		(7,610)

NET LOSS	$	(27,607)	$	(24,611)	$	(85,404)


LOSS PER SHARE - Basic and fully diluted	$	(0.04)	$	(0.04)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - Basic and fully diluted		670,741		670,741

		Year ended June 30, 2009		Year ended June 30, 2008		Period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2009
OPERATING EXPENSES
General and administrative	$	21,823	$	30,396	$	53,996
Total operating expense		21,823		30,396		53,996
OPERATING LOSS		(21,823)		(30,396)		(53,996)
Other Income/ (expense):
Interest expense		(2,788)		(992)		(3,801)
NET LOSS	$	(24,611)	$	(31,388)	$	(57,797)
LOSS PER SHARE - Basic and fully diluted	$	(0.04)	$	(0.05)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - Basic and fully diluted		670,741		668,356

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

~~The accompanying notes are an integral part of these financial statements.~~F-4

UAGH, Inc.

(A development stage company)

Statement of Stockholders' Equity (Deficit)

For the period from August 16, 2006 (date of bankruptcy settlement) through June 30, ~~2009~~2010

	Common Stock (1)				Additional Paid-in Capital		Deficit Accumulated during Development Stage
	Shares		Amount		~~Additional Paid-in Capital~~		~~during Development Stage~~		Total
Stock issued through bankruptcy settlement on August 16, 2006		668,356	$	6,684	$	(6,684)	$	-	$	-
Net loss		-		-		-		(1,798)		(1,798)
Balance, June 30, 2007		668,356		6,684		(6,684)		(1,798)		(1,798)
Imputed interest on shareholder advances		-		-		630		-		630
Net loss		-		-		-		(31,388)		(31,388)
Balance, June 30, 2008		668,356		6,684		(6,054)		(33,186)		(32,556)
Imputed interest on shareholder advances		-		-		492		-		492
Reverse Split Adjustment		2,341		23		(23)		-		-
Net loss		-		-		-		(24,611)		(24,611)
Balance, June 30, 2009		670,741	$	6,707	$	(5,585)	$	(57,797)	$	(56,675)
Imputed interest on shareholder advances		-		-		1,500		-		1,500
Net loss		-		-		-		(27,607)		(26,499)
Balance, June 30, 2010		670,741	$	6,707	$	(4,085)	$	(85,404)	$	(82,782)

(1) The common stock issued has been retroactively restated to reflect a reverse stock split of 1 new share of common stock for 15 old shares of common stock, effective July 31, 2008. The number of issued shares as referred to in these financial statements have been restated where applicable to give retroactive effect on the reverse stock split.

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

~~UAGH, Inc.~~F-5

(AUAGH, ~~development stage company)~~Inc.

~~Statements~~(A ofdevelopment ~~Cash~~stage ~~Flow~~company)

~~For~~Statements ~~the~~of ~~years~~Cash ~~ended June 30, 2009 and 2008, and for the period from~~Flow

~~August~~For ~~16,~~the ~~2006~~years ~~(date~~ended ~~of bankruptcy settlement) through~~ June 30, 2010 and 2009, and for the period from

	June 30, 2009	June 30, 2008	Period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2009
Cash flow from operating activities:
Net loss	$ (24,611)	$ (31,388)	$ (57,797)
Adjustment to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	2,788	992	3,801
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	13,893	4,257	18,150
Due to shareholder	7,930	24,139	32,069
Net cash used by operating activities	-	(2,000)	(3,777)
Cash flow from financing activities:
Proceeds of borrowings under convertible note payable	-	2,000	3,777
Net cash provided by financing activities	-	2,000	3,777
Net change in cash	-	-	-
Cash at beginning of period	-	-	-
Cash at end of period	$ -	$ -	$ -
Supplemental cash flow information:
Cash paid for interest	$ -	$ -	$ -
Cash paid for taxes	$ -	$ -	$ -

August 16, 2006 (date of bankruptcy settlement) through June 30, 2010

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


		June 30, 2010		June 30, 2009		Period from August 16, 2006 (date of bankruptcy settlement) through June 30, 2010

Cash flow from operating activities:
Net loss	$	(27,607)	$	(24,611)	$	(85,404)
Adjustment to reconcile net loss to net cash used in operating activities:
Non-cash interest expense		3,809		2,788		7,610
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		11,670		13,893		29,820
Due to shareholder		12,128		7,930		44,197
Net cash used by operating activities		-		-		(3,777)

Cash flow from financing activities:
Proceeds of borrowings under convertible note payable		-		-		3,777
Net cash provided by financing activities		-		-		3,777

Net change in cash		-		-		-

Cash at beginning of period		-		-		-

Cash at end of period	$	-	$	-	$	-

Supplemental cash flow information:
Cash paid for interest	$	-	$	-	$	-
Cash paid for taxes	$	-	$	-	$	-

~~Note~~The Aaccompanying -notes ~~Background~~are ~~and~~an ~~Description~~integral part of ~~Business~~these financial statements.

UAGH, Inc. (the "Company") was incorporated in July 2001, in accordance with the Laws of the State of Delaware. The Company is the U. S. Bankruptcy Court mandated reincorporation of and successor to Universal Access Global Holdings, Inc. which was discharged from bankruptcy on August 16, 2006. F-6

~~The~~Note ~~Company's emergence~~A ~~from Chapter 11 of Title 11 of the United States Code on August 16, 2006 created the combination of a change in majority ownership and voting control~~ - ~~that~~Background ~~is, loss of control by the then-existing stockholders, a court-approved reorganization,~~ and aDescription ~~reliable measure~~ of the entity's fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post bankruptcy, has no assets and minimal liabilities and operating activities. Therefore, the Company, as a new reporting entity, qualifies as a "development stage enterprise" as defined in Statement of Financial Accounting Standard No. 7, as amended.Business

~~The~~UAGH, ~~Company's post-bankruptcy~~Inc. ~~business~~(the ~~plan is to locate and combine with an existing~~"Company"), ~~privately-held~~ ~~company~~was ~~which~~incorporated isin ~~profitable~~July or2001, in ~~management's~~accordance ~~view,~~with ~~has~~the ~~growth potential,~~laws ~~irrespective~~ of the ~~industry~~State inof ~~which it is engaged~~Delaware. ~~However,~~ ~~the~~The Company ~~does~~ ~~not~~is ~~intend~~the toU. ~~combine~~S. ~~with~~Bankruptcy aCourt-mandated ~~private~~reincorporation ~~company~~of ~~which~~and ~~may~~successor ~~be deemed~~ to beUniversal ~~an investment~~Access ~~company~~Global ~~subject~~Holdings, toInc., ~~the~~which ~~Investment~~was ~~Company~~discharged ~~Act~~from ofbankruptcy ~~1940. A combination~~on ~~may~~August be16, ~~structured~~2006. asConcurrent awith ~~merger,~~the ~~consolidation,~~approval ~~exchange~~ of the ~~Company's~~ ~~common~~Plan ~~stock~~of ~~for~~Reorganization, ~~stock or assets or any other form which will result in~~ the ~~combined~~Company ~~enterprise's~~changed ~~becoming~~its apost-bankruptcy ~~publicly~~year-~~held~~end‏ ~~corporation~~to June 30.

~~Note~~The BCompany's emergence from Chapter 11 of the Bankruptcy Code on August 16, 2006, created the combination of a change in majority ownership and voting control - ~~Summary~~that is, loss of ~~Significant~~control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entity's fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post bankruptcy, has no assets and minimal liabilities and operating activities. The Company is currently in the development stage as defined under the provisions of Accounting ~~Policies~~ Codification Standard ("ASC") 915-10.

The Company's ~~follows the~~post-bankruptcy ~~accrual~~business ~~basis~~plan ofis ~~accounting~~to inlocate ~~accordance~~and combine with ~~generally‏~~an ~~accepted~~existing, ~~accounting~~privately-held ~~principles~~company which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged. ~~Concurrent~~ ~~with~~However, the ~~approval~~Company of does not intend to combine with a private company which may be deemed to be an investment company subject to the ~~Plan~~Investment Company Act of ~~Reorganization~~1940. A combination may be structured as a merger, consolidation, exchange of the Company's ~~changed~~common ~~its~~stock ~~post-bankruptcy~~for ~~year-end‏~~ stock toor ~~June~~assets 30or any other form which will result in the combined enterprise's becoming a publicly-held corporation.

~~The~~On ~~preparation~~August ~~of financial~~26, ~~statements~~2010, isthe inCompany ~~conformity~~caused ~~with~~to ~~generally~~be ~~accepted~~formed ~~accounting principles~~a ~~("GAAP")~~Nevada incorporation, ~~the~~The ~~United~~Markers ~~States~~Companies, ~~of America~~Inc. ~~GAAP~~, ~~requires~~(“TMC ~~management to~~Nevada”), ~~make~~which ~~estimates~~was ~~and~~to ~~assumptions~~operate ~~that~~as ~~affect~~a subsidiary of the ~~Balance~~Company. The ~~Sheet~~Company owns 1,000 ~~Statement~~shares of ~~Operations~~TMC Nevada, ~~and~~constituting ~~footnote~~100% ~~disclosures~~ of the ~~reporting~~issued ~~period. Actual~~and ~~results could~~outstanding ~~differ~~shares ~~from~~of ~~those~~TMC ~~estimates~~Nevada.

~~Management acknowledges~~On ~~that~~September it1, is2010, ~~solely~~TMC ~~responsible~~Nevada ~~for~~entered ~~adopting~~into ~~sound~~a ~~accounting~~License ~~practices, establishing~~Agreement ~~and~~(the ~~maintaining~~“Agreement”), adated ~~system~~as of ~~internal~~August ~~accounting~~27, ~~control~~2010, ~~and preventing~~with ~~and~~Markers ~~detecting~~Companies, ~~fraud~~LLC, an Arizona limited liability company (“MC LLC”). ~~The~~ Pursuant ~~Company's~~to ~~system~~the ofAgreement, ~~internal~~MC ~~accounting~~LLC ~~control is~~agreed ~~designed~~to grant to ~~ensure~~TMC ~~that~~Nevada 1an exclusive, worldwide, perpetual license (the “License”) ~~recorded~~in ~~transactions~~certain ~~are~~intellectual ~~valid~~property, 2)consisting ~~valid~~of ~~transactions are~~the ~~recorded~~trademarks, websites, marketing rights and 3)agreements, ~~transactions~~and ~~are~~other ~~recorded~~intellectual property set forth in the ~~proper~~Agreement, ~~period~~as ~~and~~well as all Improvements thereto, as defined in ~~a timely~~the ~~manner~~Agreement (collectively, the “Intellectual Property”). MC LLC granted to ~~prepare~~TMC ~~financial~~Nevada ~~statements~~the ~~which~~License ~~present~~for ~~fairly~~all fields of use or application, with the ~~financial condition~~right to sublicense, ~~results~~to ofmake, ~~operations~~have made, use, offer to sell, sell, export, and ~~cash~~import ~~flows~~the Intellectual Property. Under this Agreement, 11,000,000 shares of UAGH, Inc. common stock was to be issued to MC LLC. Additional information about the Agreement can be found in the Company’s ~~for~~Current Report on Form 8-K filed with the ~~respective periods~~Commission ~~being~~on ~~presented~~September 8, 2010.

1Subsequently, on October 4, 2010, the Company, TMC Nevada, and Markers agreed to rescind the License Agreement and all related agreements and transactions. ~~Cash~~ As of the date of this Report, the parties were negotiating the final terms of a written recission agreement, which will be publicly disclosed upon its completion and ~~cash~~execution. The ~~equivalents~~Company anticipates that the effect of such written recission agreement will be to restore the Company to an entity with no operating activities.

~~The~~Note ~~Company~~B ~~considers~~- ~~all~~Summary ~~highly liquid investments with maturities from date~~ of ~~purchase~~Significant ofAccounting ~~three months or less to be cash equivalents.~~ Policies

~~2. Income~~The ~~(Loss)~~Company ~~per~~follows ~~share~~the accrual basis of accounting in accordance with generally‏ accepted accounting principles.

~~Basic~~The ~~earnings~~preparation of financial statements under generally accepted accounting principles (~~loss~~“GAAP”) ~~per~~in ~~share~~ the isUnited ~~calculated~~States byrequires ~~dividing~~management to make estimates and assumptions that affect the ~~net~~reported ~~income~~amounts ~~(loss)~~of ~~available~~assets toand ~~common~~liabilities ~~stockholders~~and bydisclosure of contingent assets and liabilities at the ~~weighted-average~~ ~~number~~date of ~~common~~the ~~shares~~financial ~~outstanding~~statements and the reported amounts of revenues and expenses during the ~~respective~~reporting period. Actual ~~presented~~ results incould ~~the~~differ ~~accompanying~~from ~~financial~~those ~~statements~~estimates.

~~Diluted~~Management ~~EPS~~acknowledges ~~is calculated~~that byit ~~dividing~~is ~~net~~solely ~~income~~responsible byfor ~~the~~adopting ~~weighted~~sound ~~average~~accounting ~~number~~practices, ofestablishing ~~common shares~~ and ~~dilutive~~maintaining ~~common~~a ~~stock~~system ~~equivalents~~of ~~(convertible~~internal ~~notes~~accounting control and ~~interest~~preventing ~~on the notes, stock awards~~ and ~~stock~~detecting ~~options) outstanding during the period~~fraud. ~~Common~~The ~~stock~~Company's ~~equivalents represent~~system ~~the~~of ~~dilutive~~internal ~~effect~~accounting ofcontrol ~~the~~is ~~assumed~~designed ~~exercise~~to ofensure ~~the~~that ~~outstanding~~1) ~~stock~~recorded ~~options and~~transactions ~~warrants~~are valid, ~~using~~2) ~~the~~valid ~~treasury~~transactions ~~stock~~are ~~method~~recorded, atand ~~either~~3) ~~the~~transactions ~~beginning~~are ofrecorded in the ~~respective~~ proper period ~~presented~~and orin ~~the~~a ~~date~~timely ofmanner ~~issuance,~~to ~~whichever~~prepare isfinancial ~~later,~~statements ~~and~~which ~~only~~present iffairly the ~~common~~financial ~~stock equivalents~~condition, ~~are~~results ~~considered~~of ~~dilutive~~operations ~~based~~and ~~upon~~cash flows of the Company's ~~net~~for ~~income (loss) position at~~ the ~~calculation~~respective ~~date. During~~ periods ofbeing ~~net losses, basic and diluted net loss per common share are equivalent~~presented.

As1. ofCash ~~June 30, 2009~~ and ~~subsequent~~cash ~~thereto, the Company had no outstanding stock warrants or options which could be considered common stock~~ equivalents~~. See Note D regarding Convertible Note Payable, related party.~~

~~3. Fair~~The ~~value~~Company considers all highly liquid investments with maturities from date of ~~assets~~purchase ~~and~~of ~~liabilities~~three months or less to be cash equivalents.

~~The carrying amount of cash and cash equivalents, accounts payable, and notes payable approximated fair value due to the short~~F-~~term maturity of these instruments.~~7

42. Income ~~taxes~~(Loss) per share

~~The~~Basic ~~Company~~earnings ~~uses~~(loss) ~~the~~per ~~asset~~share ~~and~~(“EPS”) ~~liability method~~is ofcalculated ~~accounting~~by ~~for~~dividing ~~income taxes. At June 30, 2009,~~ the ~~deferred~~net ~~tax asset~~income ~~and~~(loss) ~~deferred~~available ~~tax~~to ~~liability~~common ~~accounts,~~stockholders asby ~~recorded~~the ~~when~~weighted-average ~~material~~number toof ~~the financial~~common ~~statements,~~shares ~~are~~outstanding ~~entirely~~during the ~~result~~respective ofperiod ~~temporary~~presented ~~differences. Temporary differences represent differences~~ in the ~~recognition~~accompanying ~~of assets and liabilities for tax and~~ financial ~~reporting purposes~~statements.

AsDiluted ofEPS ~~June~~is ~~30,~~calculated ~~2009,~~by dividing net income by the ~~deferred~~weighted ~~tax asset~~average ~~related~~number toof common shares and dilutive common stock equivalents (convertible notes and interest on the ~~Company's~~notes, ~~net~~stock ~~operating~~awards ~~loss carry-forward~~and isstock ~~fully reserved~~options) outstanding during the period. ~~Due~~Common tostock equivalents represent the ~~provisions~~dilutive effect of ~~Internal~~the ~~Revenue~~assumed ~~Code~~exercise ~~Section~~of ~~338~~the outstanding stock options and warrants, using the ~~Company~~ ~~may~~treasury ~~have~~stock nomethod, ~~net~~at ~~operating~~either ~~loss~~the ~~carryforwards~~beginning ~~available~~of tothe ~~offset financial~~respective ~~statement~~period presented or ~~tax~~the ~~return~~date ~~taxable~~of ~~income~~issuance, inwhichever ~~future periods~~is aslater, aand ~~result~~only ofif athe ~~change~~common instock ~~control~~equivalents ~~involving~~are 50considered ~~percentage~~dilutive ~~points~~based ~~or more~~upon ofthe Company's net income (loss) position at the ~~issued~~calculation ~~and~~date. ~~outstanding~~During ~~securities~~periods of ~~the~~net ~~Company~~losses, basic and diluted net loss per common share are equivalent.

As of June 30, 2010, and subsequent thereto, the Company had no outstanding stock warrants or options which could be considered common stock equivalents. See Note CD -regarding ~~Going~~Convertible ~~Concern~~Note ~~Uncertainty~~Payable, related party.

~~The~~3. ~~Company~~Fair ~~has~~value noof ~~post-bankruptcy operating history, no cash on hand, no~~ assets and has a business plan with inherent risk. Because of these factors, the Company's auditors have issued an audit opinion on the Company's financial statements which includes a statement describing our going concern status. This means, in the auditor's opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion.liabilities

The ~~Company's~~carrying ~~majority~~amount ~~stockholder maintains the corporate status~~ of ~~the~~cash ~~Company~~ and ~~has~~cash ~~provided~~equivalents, ~~all~~accounts ~~nominal working capital support on the Company's behalf since the bankruptcy discharge date. Because of the Company's lack of operating assets~~payable, ~~its~~and ~~continuance~~notes ispayable ~~fully~~approximated ~~dependent~~fair ~~upon~~value ~~the~~due ~~majority stockholder's continuing support. The majority stockholder intends~~ to ~~continue~~ the ~~funding~~short-term maturity of ~~nominal~~these ~~necessary expenses to sustain the corporate entity~~instruments.

The Company's continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis4. ~~Further,~~ ~~the~~Income Company faces considerable risk in its business plan and a potential shortfall of funding due to our inability to raise capital in the equity securities market. If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and additional funds loaned by management and/or significant stockholders.taxes

The Company ~~remains~~uses ~~dependent~~the ~~upon~~asset ~~additional~~and ~~external~~liability ~~sources~~method of ~~financing;~~accounting ~~including~~for ~~being~~income ~~dependent~~taxes. At ~~upon~~June ~~its~~30, ~~management~~2010, the deferred tax asset and~~/or~~ ~~significant~~deferred ~~stockholders~~tax liability accounts, as recorded when material to ~~provide~~the ~~sufficient~~financial ~~working~~statements, ~~capital~~are inentirely ~~excess~~the result of ~~the~~temporary ~~Company's~~differences. ~~initial~~Temporary ~~capitalization~~differences torepresent ~~preserve~~differences in the ~~integrity~~recognition of ~~the~~assets ~~corporate~~and ~~entity~~liabilities for tax and financial reporting purposes.

~~The~~As ~~Company~~of ~~anticipates~~June ~~offering~~30, ~~future~~2010, ~~sales~~the ofdeferred ~~equity~~tax ~~securities. However,~~asset ~~there~~related to the Company's net operating loss carry-forward is nofully ~~assurance~~reserved. ~~that~~Due to the provisions of Internal Revenue Code Section 338, the Company ~~will~~may behave ~~able~~no net operating loss carryforwards available to ~~obtain~~offset ~~additional~~financial ~~funding~~statement ~~through~~or ~~the~~tax ~~sales~~return oftaxable ~~additional~~income ~~equity~~in ~~securities~~future ~~or,~~periods ~~that~~as ~~such~~a ~~funding,~~result ifof ~~available,~~a ~~will~~change bein ~~obtained~~control oninvolving ~~terms~~50 ~~favorable~~percentage topoints or ~~affordable~~more byof the issued and outstanding securities of the Company.

~~The~~Note ~~Company's~~C ~~certificate~~- ofGoing ~~incorporation~~Concern authorizes the issuance of up to one hundred million shares of common stock. The Company's ability to issue common stock may limit the Company's ability to obtain debt or equity financing as well as impede potential takeover of the Company, which takeover may be in the best interest of stockholders. The Company's ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities.Uncertainty

ItThe isCompany ~~the~~has ~~intent~~no ofpost-bankruptcy ~~management~~operating ~~and~~history, ~~significant~~no ~~stockholders~~cash toon ~~provide~~hand, ~~sufficient~~no ~~working~~assets ~~capital~~and ~~necessary~~has toa ~~support~~business ~~and~~plan ~~preserve~~with ~~the~~inherent ~~integrity~~risk. Because of these factors, the ~~corporate~~Company's ~~entity. However,~~auditors nohave ~~formal~~issued ~~commitments~~an oraudit ~~arrangements~~opinion toon ~~advance~~the orCompany's ~~loan~~financial ~~funds~~statements towhich ~~the~~includes ~~Company~~a ~~exist~~statement describing our going concern status. ~~There~~This ismeans, noin ~~legal~~the ~~obligation~~auditor's ~~for~~opinion, ~~either~~substantial ~~management~~doubt orabout ~~significant~~our ~~stockholders~~ability to ~~provide~~continue ~~additional~~as ~~future~~a ~~funding~~going concern existed at the date of their opinion.

InThe ~~such~~Company's amajority ~~restricted~~stockholder ~~cash~~maintains ~~flow~~the ~~scenario,~~corporate status of the Company ~~would~~and behas ~~unable~~provided toall ~~complete~~nominal ~~its~~working ~~business~~capital ~~plan~~support ~~steps,~~on ~~and~~the ~~would,~~Company's ~~instead,~~behalf ~~delay~~since ~~all~~the ~~cash~~bankruptcy ~~intensive~~discharge ~~activities~~date. ~~Without~~Because ~~necessary~~of ~~cash~~the ~~flow~~Company's lack of operating assets, ~~the~~its ~~Company~~continuance ~~may~~is ~~become~~fully ~~dormant~~dependent ~~during~~upon the ~~next~~majority ~~twelve~~stockholder's ~~months,~~continuing orsupport. The ~~until~~majority ~~such~~stockholder ~~time~~intends asto ~~necessary~~continue ~~funds~~the ~~could~~funding beof ~~raised~~nominal innecessary ~~the~~expenses ~~equity~~to ~~securities~~sustain ~~market~~the corporate entity.

~~While~~The ~~the~~ Company's continued existence is ofdependent ~~the~~upon ~~opinion~~its ~~that~~ability ~~good~~to ~~faith~~generate ~~estimates~~sufficient ofcash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis. Further, the Company's ~~ability~~faces considerable risk in its business plan and a potential shortfall of funding due to ~~secure~~our ~~additional~~inability to raise capital in the ~~future~~equity tosecurities ~~reach~~market. If ~~its~~no ~~goals~~additional ~~have~~operating ~~been~~capital ~~made,~~is ~~there~~received isduring nothe ~~guarantee~~next ~~that~~twelve months, the Company will ~~receive~~be ~~sufficient~~forced ~~funding~~ to ~~sustain~~rely ~~operations~~on oradditional ~~implement~~funds ~~any~~loaned ~~future~~by ~~business~~management ~~plan~~and/or ~~steps~~significant stockholders.

~~Note~~The DCompany -remains ~~Related~~dependent ~~Party~~upon additional external sources of financing; including being dependent upon its management and/or significant stockholders to provide sufficient working capital in excess of the Company's initial capitalization to preserve the integrity of the corporate entity.

On May 18, 2007, the Company borrowed $1,777 from Tryant, LLC, its majority stockholder, under a convertible promissory note. On July 31, 2007, the Company borrowed an additional $2,000 from Tryant LLC under the same terms. The ~~notes are due on demand and bear interest at 10%. The notes are convertible into shares of common stock of the~~ Company atanticipates ~~the~~offering ~~rate~~future ofsales ~~$0.035 per share at the option~~ of ~~the~~equity ~~holder~~securities. ~~Management~~ However, ~~evaluated the convertible notes in accordance with SFAS No. 133 and EITF 00-19 and determined that~~ there is no ~~embedded~~assurance ~~derivative~~that of the ~~conversion~~ ~~feature~~Company ofwill ~~the~~be ~~note. Management~~able ~~evaluated~~to ~~the~~obtain ~~convertible~~additional ~~note~~funding ~~payable~~through ~~in accordance~~the ~~with~~sales ~~EITF 00-27 and determined that there was no intrinsic value~~ of ~~the~~ additional ~~conversion~~equity ~~option~~securities ~~due~~or, tothat ~~the~~such ~~fact~~funding, ~~that~~if ~~the~~available, ~~debt~~will isbe ~~not~~obtained ~~convertible~~on atterms afavorable ~~discount~~ to ~~the~~or ~~market~~affordable ~~value~~by of the ~~stock~~Company.

~~Shareholder advances and Notes payable~~ F- ~~related party~~8

~~During~~The ~~the~~Company's ~~year~~certificate ~~ended~~of ~~June~~incorporation ~~30,~~authorizes ~~2009,~~the ~~Tryant,~~issuance ~~LLC~~of ~~made~~up ~~advances~~to ~~totaling~~one ~~$7,930~~hundred ~~for working~~million ~~capital~~shares ~~purposes~~of common stock. ~~These~~ The ~~advances~~Company's ~~were~~ability ~~non-interest~~to ~~bearing~~issue ~~and~~common ~~payable on~~stock ~~demand. UAGH~~may ~~imputed~~limit ~~interest~~the onCompany's ~~these~~ability ~~advances~~to atobtain adebt ~~rate~~or equity financing as well as impede potential takeover of ~~10%~~the ~~per~~Company, ~~year~~which takeover may be in the best interest of stockholders. ~~$492~~ The ~~was~~Company's ~~recorded~~ability to ~~interest~~issue ~~expense~~these ~~and~~authorized but unissued securities may also negatively impact our ability to raise additional ~~paid-in~~ capital ~~for~~ through the ~~twelve~~sale ~~months~~of ~~ended~~our ~~June~~debt ~~30,~~or ~~2009~~equity securities.

~~Note~~It Eis -the ~~New~~intent ~~Accounting~~of ~~Pronouncements~~management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, no formal commitments or arrangements to advance or loan funds to the Company exist. There is no legal obligation for either management or significant stockholders to provide additional future funding.

In ~~May~~such ~~2009,~~a ~~the~~restricted ~~FASB~~cash ~~issued~~flow ~~SFAS No. 165~~scenario, ~~"Subsequent Events." This Statement sets forth: 1)~~ the ~~period~~Company ~~after~~would ~~the~~be ~~balance sheet~~unable ~~date~~to ~~during~~complete ~~which~~its ~~management~~business ofplan asteps, reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3)would, ~~the~~instead, ~~disclosures~~delay ~~that~~all ancash ~~entity~~intensive ~~should make about events or transactions that occurred after the balance sheet date~~activities. Without ~~This Statement~~necessary iscash ~~effective for interim and annual periods ending after June 15~~flow, ~~2009.~~ ~~The~~the ~~company~~Company ~~adopted~~may ~~this~~become ~~Statement~~dormant induring the ~~fiscal~~next ~~year~~twelve ~~ended June 30~~months, ~~2009. The~~or ~~Company~~until ~~has~~such ~~evaluated~~time ~~subsequent~~as ~~events~~necessary ~~through~~funds ~~September~~could ~~28,~~be ~~2009,~~raised ~~the~~in ~~date of issuance of~~ the ~~Company's~~equity ~~financial~~securities ~~position and results of operations~~market.

InWhile ~~June 2009,~~ the ~~FASB~~Company ~~issued~~is ~~SFAS~~of ~~No. 166 amends SFAS No. 140 by removing~~ the ~~exemption~~opinion ~~from~~that ~~consolidation~~good ~~for~~faith ~~Qualifying~~estimates ~~Special Purpose Entities (QSPEs). This Statement also limits the circumstances in which a financial asset, or portion~~ of ~~a financial asset, should be derecognized when~~ the ~~transferor~~Company's ~~has~~ability ~~not transferred the entire original financial asset~~ to ~~an entity~~secure ~~that~~additional iscapital ~~not~~in ~~consolidated with~~ the ~~transferor~~future into ~~the~~reach ~~financial~~its ~~statements being~~goals ~~presented~~have ~~and/or~~been ~~when~~made, ~~the~~there ~~transferor~~is ~~has~~no ~~continuing~~guarantee ~~involvement~~that ~~with~~ the ~~transferred~~ ~~financial~~Company ~~asset.~~will ~~The~~receive ~~adoption~~sufficient offunding ~~this~~to ~~standard~~sustain isoperations ~~not~~or ~~expected~~implement ~~to have~~ any ~~material~~future ~~impact~~business onplan ~~the Company's Consolidated Financial Statements~~steps.

InNote ~~June~~D ~~2009,~~- ~~the~~Related Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 167, "Amendments to FASB Interpretation No. 46(R)," SFAS No. 167 amends FASB Interpretation 46(R) to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity and requires ongoing qualitative reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. The adoption of this standard is not expected to have any material impact on the Company's Consolidated Financial Statements.Party

InConvertible ~~June~~Note ~~2009~~Payable, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162" (the Codification). The Codification, which was launched on July 1, 2009, became the single source of authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF) and related ~~literature.~~party The Codification eliminates the GAAP hierarchy contained in SFAS No. 162 and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The implementation of this Statement is not expected to have material impact to the company's Financial Statements.

~~Note~~On FMay 18, 2007, the Company borrowed $1,777 from Tryant, LLC, its majority stockholder, under a convertible promissory note. On July 31, 2007, the Company borrowed an additional $2,000 from Tryant LLC under the same terms. The notes are due on demand and bear interest at 10%. The notes are convertible into shares of common stock of the Company at the rate of $0.035 per share at the option of the holder. Management evaluated the convertible notes in accordance with ASC 815-40 ~~Capital~~and ~~Stock~~determined ~~Transactions~~that there is no embedded derivative of the conversion feature of the note and that there was no intrinsic value of the conversion option due to the fact that the debt is not convertible at a discount to the market value of the stock.

OnShareholder ~~June~~advances ~~30,~~and ~~2008,~~Notes ~~the~~payable ~~Board~~- ofrelated ~~Directors of UAGH, Inc., unanimously approved amendments to the Company’s Certificate of Incorporation to:~~ party

i)During the year ended June 30, 2010, Tryant, LLC made advances totaling $12,128 for working capital purposes. These advances were non-interest bearing and payable on demand. UAGH imputed interest on these advances at a rate of 10% per year. For the twelve months ended June 30, 2010, $1,500 was recorded to interest expense and to additional paid-in capital.

~~effect~~Note aE ~~reverse~~- ~~stock~~New ~~split~~Accounting ~~whereby all outstanding shares of the Company’s $.01 par value common stock (“Common Stock”) will be reverse split on a 1share for every 15 share basis;~~Pronouncements

iiIn June 2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No. 105, formerly Statement No. 168. The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (ASC 105). ASC 105 has become the single source authoritative nongovernmental U.S. generally accepted accounting principles (GAAP), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature. ASC 105 reorganized the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant SEC guidance organized using the same topical structure in separate sections. The Company adopted ASC 105 on July 1, 2009. The adoption of ASC 105 did not have an impact on the Company's financial position or results of operations.

~~increase~~On ~~the~~April ~~authorized~~1, ~~capital~~2009, ~~so that~~ the Company isadopted ~~authorized~~ASC to825-10-65, ~~issue~~formerly ~~one~~SFAS ~~hundred million~~No. ~~(100~~159,~~000,000)~~ ~~shares~~Financial ofInstruments ~~$0.01~~- ~~par~~Overall ~~value~~- ofTransition ~~Common~~and ~~Stock~~Open ~~and~~Effective ~~ten~~Date ~~million~~Information (ASC 825-10~~,000,000~~-65) ~~shares~~. ofASC ~~$0.01~~825-10-65 ~~par~~amends ASC 825-10 to require disclosures about fair value of ~~preferred~~financial ~~stock,~~instruments ~~which~~in ~~preferred~~interim ~~stock~~financial isstatements ~~issuable~~as well as in ~~such~~annual ~~series~~financial statements and ~~designations~~also asamends ~~may~~ASC be270-10 ~~authorized~~to byrequire those disclosures in all interim financial statements. The adoption of ASC 825-10-65 did not have a material impact on the Company’'s ~~Board~~results of ~~Directors;~~operations or financial condition.

~~Also~~In May 2009, onthe ~~June~~Company 30adopted ASC 855, ~~2008~~formerly SFAS 165, ~~these~~Subsequent ~~amendments~~Events ~~were~~(ASC ~~approved~~855). byASC a855 ~~holder~~establishes general standards of aaccounting ~~majority~~for and disclosure of events that occur after the ~~common~~balance ~~stock~~sheet date but before financial statements are issued or are available to be issued. ~~There~~It ~~were~~requires ~~not~~the ~~then~~disclosure of the date through which an entity has evaluated subsequent events and ~~not~~the ~~now~~basis ~~any~~for ~~shares~~that ofdate ~~preferred~~- ~~stock~~that ~~authorized~~is, whether that date represents the date the financial statements were issued or ~~outstanding~~were available to be issued. ~~These~~This ~~amendments~~disclosure ~~were~~should ~~effective~~alert ~~July~~all ~~11,~~users ~~2008. All~~of ~~share~~financial ~~and~~statements ~~per~~that ~~share~~an ~~amounts~~entity has not evaluated subsequent events after that date in ~~these~~the set of financial statements ~~have~~being ~~been~~presented. ~~retroactively~~The ~~restated~~adoption toof ~~reflect~~ASC 855 did not have a material impact on the 1Company's ~~for~~results 15of ~~reverse~~operations ~~stock~~or ~~split~~financial condition.

~~Pursuant to the Second Amended Joint Plan of Reorganization Proposed by the Debtors affirmed by the United States Bankruptcy Court, Northern District of Illinois~~ F- Eastern Division on August 16, 2006, the Company "will include the issuance of a sufficient number of Plan shares to meet the requirements of the Plan. Such number is estimated to be approximately 10,000,000 (pre-split) Plan Shares relative to each Post Confirmation Debtor. The Plan Shares shall all be of the same class."9

AsOn ~~provided~~July in1, 2009, the ~~Plan,~~Company ~~approximately~~adopted 90ASU No.0% of2009-05, ~~the~~Fair ~~Plan~~Value ~~Shares~~Measurements ~~(600,000~~and ~~post-split~~Disclosures ~~common~~(Topic ~~shares~~820) of(ASU ~~the~~2009-05). ~~Company~~ASU ~~were~~2009-05 ~~issued~~provided amendments to ~~Tryant~~ASC ~~LLC~~820-10, ~~the~~Fair ~~Company's~~Value ~~controlling~~Measurements ~~shareholder~~and Disclosures - Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in ~~exchange~~circumstances in which a quoted price in an active market for ~~$35~~the identical liability is not available,~~000. The~~ ~~remaining~~a ~~approximately~~reporting 10entity is required to measure fair value using certain techniques.0% ofASU 2009-05 also clarifies that when estimating the ~~Plan~~fair ~~Shares~~value ~~(68~~of a liability,~~356~~ ~~post-split~~a ~~common~~reporting ~~shares)~~entity ofis ~~the~~not ~~Company~~required ~~were~~to ~~issued~~include a separate input or adjustment to other ~~holders~~inputs relating to the existence of ~~various~~a ~~claims~~restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as ~~defined~~an asset in an active market when no adjustments to the ~~Order~~quoted ~~Confirming~~price ~~Second~~of ~~Amended~~the ~~Joint~~asset ~~Plan~~are required are Level 1 fair value measurements. The adoption of ~~Reorganization~~ASU 2009-05 did not have a material impact on the Company's results of operations or financial condition.

~~Based~~In ~~upon~~October 2009, the ~~calculations~~FASB ~~provided~~issued byASU ~~the~~2009-13, ~~Creditor's~~Multiple-Deliverable ~~Trustee~~Revenue Arrangements, ~~the~~(amendments ~~Company~~to ~~issued~~ASC an605, ~~aggregate~~Revenue ~~ten~~Recognition) ~~million~~(ASU ~~pre~~2009-~~split~~13). ~~shares~~ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the ~~Company's~~delivered ~~"new"~~goods ~~common~~and ~~stock~~services tobased ~~all~~on ~~unsecured~~a ~~creditors~~selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the ~~controlling~~relative ~~stockholder~~selling price method. ASU 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in ~~settlement~~fiscal ofyears ~~all~~beginning ~~unpaid~~on ~~pre-confirmation~~or ~~obligations~~after June 15, 2010, with early adoption permitted. The Company does not expect adoption of ASU 2009-13 to have a material impact on the Company's ~~and/or~~results ~~the~~of ~~bankruptcy~~operations ~~trust~~or financial condition.

Provision for Income Taxes	6/30/2009	6/30/2008
Current Taxes	$ -	$ -
Deferred Taxes	-	-

In February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855) - Amendments to Certain Recognition and Disclosure Requirements." ASU 2010-09 requires an entity that is a filer with the United States Securities and Exchange Commission (the “SEC”) to evaluate subsequent events through the date that the financial statements are issued and removes the requirement that an SEC filer disclose the date through which subsequent events have been evaluated. ASC 2010-09 was effective upon issuance. The adoption of this standard had no effect on our results of operation or our financial position.

~~The~~From ~~Company~~time ~~uses~~to ~~the asset/liability method~~time, ~~where~~new ~~deferred~~accounting ~~tax~~pronouncements ~~assets and liabilities~~ are ~~determined~~issued ~~based~~by onFASB ~~the~~that ~~expected~~are ~~future~~adopted ~~tax~~by ~~consequences of temporary differences between~~ the ~~carrying~~Company ~~amounts~~as of ~~assets~~the ~~and~~specified ~~liabilities for~~effective ~~financial and income tax reporting purposes~~date. ~~The~~If ~~net~~not ~~deferred~~discussed, ~~tax~~management ~~asset generated~~believes bythat the ~~loss~~impact ~~carry-forward~~of ~~has~~recently ~~been~~issued ~~fully~~standards, ~~reserved. The~~which ~~cumulative net~~are ~~operating~~not ~~loss~~yet ~~carry-forward is approximately $57~~effective,~~797~~ atwill ~~June~~not ~~30,~~have ~~2009, and~~a ~~will~~material ~~expire~~impact inon the ~~years~~Company’s ~~2026~~financial ~~through~~statements ~~2029~~upon adoption.

Deferred tax assets	Current	Noncurrent
Net operating losses	$ -	$ 8,670
Valuation allowance	-	(8,670)
Net deferred tax assets	-	-
Deferred tax liabilities	-	-
Net deferred taxes	$ -	$ -

Note F - Capital Stock Transactions

On AJune ~~valuation~~30, ~~allowance~~2008, isthe ~~provided~~Board ~~when~~of itDirectors ~~is more likely than not that some portion~~ of ~~the~~UAGH, ~~deferred tax asset will not be realized~~Inc. ~~Because~~, ofunanimously ~~the~~approved ~~lack~~amendments ~~of visibility as~~ to the Company'’s ~~earning~~Certificate ~~ability~~of inIncorporation ~~the~~to: near future, the Company has established a valuation allowance for all future deductible net operating loss carry forwards. The valuation allowance has increased by $3,880 during the year ended June 30, 2009.

	6/30/2009	6/30/2008
Expected Provision(Benefit) (based on statutory rate)	$ (4,060)	$ (4,610)
Effect of:
State taxes, net of federal benefit	-	-
Permanent Differences	-	-
Increase/(decrease) in valuation allowance	4,060	4,610
Total actual provision	$ -	$ -

~~The~~effect ~~Company~~a ~~adopted~~reverse ~~the~~stock ~~provisions~~split ofwhereby ~~FIN~~all 48outstanding onshares ~~June 30, 2007. As a result~~ of ~~this adoption,~~ the Company’s ~~has not made any adjustments to deferred tax assets or liabilities~~$. ~~The~~01 ~~Company~~par ~~did~~ value ~~not~~common ~~identify~~stock ~~any~~(“Common ~~material~~Stock”) ~~uncertain tax positions on returns that have been filed or that~~ will be filed. The Company continues to incur net operating losses as disclosed above. Since it is not thought that these net operating loss carry forwards will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be noreverse ~~effect~~split on ~~the financial~~a ~~statements. A~~1share ~~reconciliation of our unrecognized tax benefits~~ for ~~2009~~every is15 ~~presented~~ share asbasis; ~~follows:~~ and

Balance as of July 1, 2008 $ - Additions based on tax positions related to the current year - Additions based on tax positions related to prior years - Reductions for tax positions of prior years - Reductions due to expiration of statute of limitations - Settlements with taxing authorities - Balance as of June 30, 2009 $ -ii)

~~The~~increase the authorized capital so that the Company ~~has~~is ~~filed~~authorized ~~income~~to ~~tax~~issue ~~returns~~one inhundred million ~~the~~(100,000,000) Ushares of $0.S.01 ~~federal~~par ~~jurisdiction~~value of Common Stock and ~~Delaware~~ten ~~state~~million ~~jurisdictions~~(10,000,000) shares of $0. ~~The~~01 ~~Company~~par value of preferred stock, which preferred stock is ~~subject~~issuable toin ~~U.S.~~such ~~federal~~series ~~tax~~and ~~examinations~~designations ofas ~~all~~may ~~tax~~be ~~returns~~authorized ~~since~~by ~~inception~~the onCompany’s ~~August~~Board ~~16,~~of ~~2006~~Directors.

~~The~~Also, ~~Company~~on ~~recognizes~~June ~~interest~~30, ~~accrued~~2008, ~~related~~these toamendments ~~unrecognized~~were ~~tax~~approved ~~benefits~~by ina ~~interest~~holder ~~expense~~of ~~and~~a ~~penalties~~majority inof ~~operating~~the ~~expenses~~common stock. ~~During~~ ~~the~~There ~~years~~were ~~ended~~not ~~June~~then ~~30,~~and ~~2009~~not ~~and~~now ~~2008,~~any ~~the~~shares ~~Company~~of ~~recognized~~preferred nostock ~~interest~~authorized, ~~and~~issued ~~penalties~~or outstanding. ~~The~~ ~~Company~~These ~~had~~amendments nowere ~~payments~~effective ofJuly ~~interest~~11, 2008. All share and ~~penalties~~per ~~accrued~~share atamounts ~~June~~in ~~30,~~these ~~2009~~financial ~~and~~statements ~~2008,~~have ~~respectively~~been retroactively restated to reflect the 1 for 15 reverse stock split.

Pursuant to the Second Amended Joint Plan of Reorganization Proposed by the Debtors affirmed by the United States Bankruptcy Court, Northern District of Illinois - Eastern Division on August 16, 2006, the Company "will include the issuance of a sufficient number of Plan shares to meet the requirements of the Plan. Such number is estimated to be approximately 10,000,000 (pre-split) Plan Shares relative to each Post Confirmation Debtor. The Plan Shares shall all be of the same class."

As provided in the Plan, approximately 90.0% of the Plan Shares (600,000 post-split common shares) of the Company were issued to Tryant LLC, the Company's controlling shareholder, in exchange for $35,000. The remaining approximately 10.0% of the Plan Shares (68,356 post-split common shares) of the Company were issued to other holders of various claims as defined in the Order Confirming Second Amended Joint Plan of Reorganization.

Based upon the calculations provided by the Creditor's Trustee, the Company issued an aggregate ten million pre-split shares of the Company's "new" common stock to all unsecured creditors and the controlling stockholder in settlement of all unpaid pre-confirmation obligations of the Company and/or the bankruptcy trust.

F-10

Subsequent to the year ended June 30, 2010, the Company issued shares of its common stock in connection with the License Agreement transaction described above. However, as noted above, the parties to the License Agreement subsequently agreed to rescind the License Agreement, and as of the date of this Report, were negotiating a written Rescission Agreement. The Company anticipates that the effect of the Rescission Agreement will be to rescind the issuances of the shares.

Note G - Accounting for Income Taxes

The provision for income taxes consists of the following:


Provision for Income Taxes		6/30/2010		6/30/2009
Current Taxes	$	-	$	-
Deferred Taxes		-		-

The Company accounts for income taxes under ASC No. 740, formerly SFAS 109, (ASC 740), “Accounting for Income Taxes”. This statement mandates the liability method of accounting for deferred income taxes and permits the recognition of deferred tax assets subject to an ongoing assessment of realizability.

The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward was approximately $84,296 at June 30, 2010, and will expire in the years 2027 through 2030.

At June 30, 2010, deferred taxes consisted of the following:


Deferred tax assets		Current		Noncurrent
Net operating losses	$	-	$	12,644
Valuation allowance		-		(12,644)
Net deferred tax assets		-		-

Deferred tax liabilities		-		-

Net deferred taxes	$	-	$	-

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Because of the lack of visibility as to the Company's earning ability in the near future, the Company has established a valuation allowance for all future deductible net operating loss carry forwards. The valuation allowance increased by $4,370 during the year ended June 30, 2010.

A reconciliation between income taxes at statutory tax rates (15%) and the actual income tax provision for continuing operations as of June 30, 2010 and 2009, follows:


		6/30/2010		6/30/2009
Expected Provision(Benefit) (based on statutory rate)	$	(4,370)	$	(4,060)

Effect of:
State taxes, net of federal benefit		-		-
Permanent Differences		-		-
Increase/(decrease) in valuation allowance		4,370		4,060
Total actual provision	$	-	$	-

The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed. The Company continues to incur net operating losses as disclosed above. Since it is not thought that these net operating loss carry forwards will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements. A reconciliation of our unrecognized tax benefits for 2010 is presented as follows:

F-11


Balance as of July 1, 2009	$	-
Additions based on tax positions related to the current year		-
Additions based on tax positions related to prior years		-
Reductions for tax positions of prior years		-
Reductions due to expiration of statute of limitations		-
Settlements with taxing authorities		-
Balance as of June 30, 2010	$	-

The Company has filed income tax returns in the U.S. federal jurisdiction and Delaware state jurisdictions. The Company is subject to U.S. federal tax examinations of all tax returns since inception on August 16, 2006.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended June 30, 2010 and 2009, the Company recognized no interest and penalties. The Company had no payments of interest and penalties accrued at June 30, 2010 and 2009, respectively.

Note H - Subsequent Events:

On August 25, 2010, Daniel Drummond, President and Director of the Company resigned from both positions. Also on August 25, 2010, Alex Ferries, Secretary and Director of the Company resigned from both positions. There were no disagreements between the Company and Mr. Drummond or Mr. Ferries. Mr. Drummond and Mr. Ferries resigned from their positions with the Company to pursue other business opportunities. In connection with to Mr. Drummond's and Mr. Ferries' resignations, Jeff D. Jenson was appointed to be the Company's sole officer and director.

On August 26, 2010, the Company caused to be formed a Nevada corporation, The Markers Companies, Inc., (“TMC Nevada”), which will operate as a subsidiary of the Company. The Company owns 1,000 shares of TMC Nevada, constituting 100% of the issued and outstanding shares of TMC Nevada.

On August 30, 2010, the Company delivered a promissory note (the “Note”) dated August 24, 2010, to Tryant, LLC (“Tryant”), wherein the Company promised to pay to Tryant the sum of $250,000, less any outstanding liabilities of the Company arising in connection with the License Agreement. The Note has a term of five months, and bears simple interest at a rate of 10%. The note is collateralized by five hundred thousand (500,000) shares of the Company’s common stock.

On September 1, 2010, TMC Nevada entered into a License Agreement (the “Agreement”), dated as of August 27, 2010, with Markers Companies, LLC, an Arizona limited liability company (“MC LLC”). Pursuant to the Agreement, MC LLC agreed to grant to TMC Nevada an exclusive, worldwide, perpetual license (the “License”) in certain intellectual property, consisting of the trademarks, websites, marketing rights and agreements, and other intellectual property set forth in the Agreement, as well as all Improvements thereto, as defined in the Agreement (collectively, the “Intellectual Property”). MC LLC granted to TMC Nevada the License for all fields of use or application, with the right to sublicense, to make, have made, use, offer to sell, sell, export, and import the Intellectual Property. Under this Agreement, 11,000,000 shares of UAGH, Inc. common stock was to be issued to MC LL. Additional information about the Agreement can be found in the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2010.

Subsequently, on October 4, 2010, the Company, TMC Nevada, and Markers agreed to rescind the License Agreement and all related agreements and transactions. As of the date of this Report, the parties were negotiating the final terms of a written recission agreement, which will be publicly disclosed upon its completion and execution. The Company anticipates that the effect of such written recission agreement will be to restore the Company to an entity with no operating activities.

F-12

Filing Compare · UAGH INC