SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X .QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2010

. TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from ____________ to____________

Commission File No. 000- 28559

UAGH, INC.

(Exact name of Registrant as specified in its charter)


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

1608 W 2225 S, Woods Cross, UT	84087
(Address of principal executive offices)	(Zip Code)

(801) 560-1400

(Registrant’s telephone number, including area code)

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

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 . No X .

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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities and Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes X . No .

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: February 2, 2011 – 670,741 shares of common stock.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

UAGH, Inc.

(A development stage company)

Table of Contents


Condensed Balance Sheets as of December 31, 2010 and June 30, 2010 (Unaudited)	3

Condensed Statements of Operations for the six months ended December 31, 2010 and 2009 and for the period from August 16, 2006 (date of bankruptcy settlement) through December 31, 2010 (Unaudited)	4

Condensed Statements of Operations for the three months ended December 31, 2010 and 2009 (Unaudited)	5

Condensed Statements of Cash Flows for the six months ended December 31, 2010 and 2009 and for the period from August 16, 2006 (date of bankruptcy settlement) through December 31, 2010 (Unaudited)	6

Notes to Condensed Financial Statements (Unaudited)	7

UAGH, Inc.

(A development stage company)

Condensed Balance Sheets

As of December 31, 2010 and June 30, 2010 (Unaudited).


		December 31,		June 30,
		2010		2010

CURRENT ASSETS
Cash	$	-	$	-
Total Current Assets	$	-	$	-

TOTAL ASSETS	$	-	$	-

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and other accrued liabilities	$	93,773	$	29,820
Accrued interest payable – related party		6,152		4,988
Advances and notes payable from stockholder		54,197		44,197
Convertible notes payable - related party		3,777		3,777
Total current liabilities		157,899		82,782

TOTAL LIABILITIES		157,899		82,782

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 December 31, 2010 and June 30, 2010		6,707		6,707
Additional paid-in capital		(2,720)		(4,085)
Deficit Accumulated during Development Stage		(161,886)		(85,404)
Total Stockholders' Equity (Deficit)		(157,899)		(82,782)

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

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

UAGH, Inc.

(A development stage company)

Condensed Statements of Operations

For the six months ended December 31, 2010 and 2009 and for the period

from August 16, 2006 (date of bankruptcy settlement) through December 31, 2010

(Unaudited)


						Period from
						August 16, 2006
						(date of bankruptcy
		Six Months		Six Months		settlement)
		Ended		Ended		through
		December 31,		December 31,		December 31,
		2010		2009		2010
OPERATING EXPENSES
General and administrative	$	73,953	$	15,078	$	151,747
Total operating expense		73,953		15,078		151,747

OPERATING LOSS		(73,953)		(15,078)		(151,747)

Other Income/ (expense):
Interest expense – related party		(2,529)		(1,774)		(10,139)

NET LOSS	$	(76,482)	$	(16,852)	$	(161,886)


LOSS PER SHARE - Basic and fully diluted	$	(0.11)	$	(0.03)

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

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

UAGH, Inc.

(A development stage company)

Condensed Statements of Operations

For the Three months ended December 31, 2010 and 2009

(Unaudited)


		Three Months		Three Months
		Ended		Ended
		December 31,		December 31,
		2010		2009
OPERATING EXPENSES
General and administrative	$	73,037	$	6,882
Total operating expense		73,037		6,882

OPERATING LOSS		(73,037)		(6,882)

Other Income/ (expense):
Interest expense – related party		(1,340)		(991)

NET LOSS	$	(74,377)	$	(7,873)


LOSS PER SHARE - Basic and fully diluted	$	(0.11)	$	(0.01)

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

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

UAGH, Inc.

(A development stage company)

Condensed Statements of Cash Flows

For the six months ended December 31, 2010 and 2009 and for the period

from August 16, 2006 (date of bankruptcy settlement) through December 31, 2010

(Unaudited)


		Six Months Ended December 31,		Six Months Ended December 31,		Period from August 16, 2006 (date of bankruptcy settlement) through December 31,
		2010		2009		2010
Cash flow from operating activities:
Net loss	$	(76,482)	$	(16,852)	$	(161,886)
Adjustment to reconcile net loss to
net cash used in operating activities:
Non-cash interest expense		2,529		1,774		10,139
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		63,953		9,513		93,773
Net cash used by operating activities		(10,000)		(5,565)		(57,974)

Cash flow from financing activities:
Advances from shareholder		10,000		5,565		54,197
Proceeds of borrowings under convertible note payable		-		-		3,777
Net cash provided by financing activities		10,000		5,565		57,974
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	$	-	$	-	$	-
Non-cash investing and financing activities:
Conversion of shareholder advances to note payable	$	-	$	-	$	24,139

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

UAGH, Inc.

(A development stage company)

Notes to Condensed Financial Statements

December 31, 2010

(Unaudited)

Note A - Background and Description of Business

The accompanying interim financial statements of UAGH, Inc. have been prepared without audit in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended June 30, 2010. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended June 30, 2010, as reported the Company’s Annual Report on Form 10-K for the year ended June 30, 2010, have been omitted.

Note B - Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no assets, has incurred losses since its bankruptcy settlement, has negative cash flows from operations, and has no revenue-generating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

It is the intent of 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.

Note C - Related Party Transactions

Shareholder advances and Notes payable - related party

For the six month period ended December 31, 2010, Tryant, LLC advanced $10,000. For the six months ended December 31, 2010 the company recorded imputed interest of $1,365.

As of December 31, 2010 there is a total balance of $54,197 that has been advanced by Tryant, LLC. The notes outstanding as of June 30, 2008 and earlier, totaling $24,139, accrue interest at 8%.

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

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Plan of Operation

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.

During the next 12 months, our only foreseeable cash requirements, which may be advanced by our management or principal stockholders as loans to us, will relate to maintaining our good standing or the payment of expenses associated with legal, accounting and other fees related to our compliance with the Exchange Act requirements of being a reporting issuer and reviewing or investigating any potential acquisition or business combination candidate. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective acquisition or business combination candidate as of the date of this Quarterly Report, it is impossible to predict the amount of any such costs or required advances. Any such loan will be on terms no less favorable to us than would have been made available to us from a commercial lender in an arm’s length transaction.

Results of Operations

Three Months Ended December 31, 2010, Compared to Three Months Ended December 31, 2009.

We had no operations during the quarterly period ended December 31, 2010, nor do we have operations as of the date of this filing. General and administrative expenses were $73,037 for the December 31, 2010, period compared to $6,882 for the December 31, 2009, period. General and administrative expenses for the three months ended December 31, 2010, were comprised mainly of legal fees. The large increase in general and administrative fees was related to increased legal fees related to a failed merger acquisition. We recorded interest expense of $1,340 which resulted in a net loss of $74,377 for the December 31, 2010 period compared to a net loss of $7,873 for the December 31, 2009, period.

Six Months Ended December 31, 2010, Compared to six Months Ended December 31, 2009.

We had no operations during the quarterly period ended December 31, 2010, nor do we have operations as of the date of this filing. General and administrative expenses were $73,953 for the December 31, 2010, period compared to $15,078 for the December 31, 2009, period. General and administrative expenses for the six months ended December 31, 2010, were comprised mainly of legal fees. The large increase in general and administrative fees was related to increased legal fees related to a failed merger acquisition. We recorded interest expense of $2,529 which resulted in a net loss of $76,482 for the December 31, 2010 period compared to a net loss of $16,852 for the December 31, 2009, period.

Liquidity

We have no current cash resources.

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing in the State of Delaware. We do not have any cash reserves to pay for our administrative expenses for the next 12 months. In the event that additional funding is required in order to keep us in good standing and other fees related to our compliance with the Exchange Act requirements of being a reporting issuer and reviewing or investigating any potential acquisition or business combination candidate, we may attempt to raise such funding through loans or through additional sales of our common stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on this evaluation, our principal executive officer and our principal financial officer, who is one person, concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2010, the end of the period covered by this Report. The Company’s current lack of capital resources limits its ability to address the deficiencies in its disclosure controls and procedures. However, due to the limited operations of the Company, the cost of remediation would outweigh the perceived benefits.

Changes in Internal Control over Financial Reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

No legal proceedings are threatened or pending against UAGH, Inc. or any of our officers or directors. Further, none of our officers, directors or affiliates are parties against UAGH, Inc., or have any material interests in actions that are adverse to our own.

Item 1A. Risk Factors.

Not required.

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

None; not applicable.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None; not applicable.

Item 6. Exhibits.


Exhibit No.		Identification of Exhibit

31		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Jeff Jenson, President, Treasurer and Director.

32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Jeff Jenson, President, Secretary, Treasurer and Director.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

UAGH, INC.

Date: February 2, 2011

By: /s/ Jeff Jenson

President, Secretary, Treasurer,

CEO, CFO, Sole Director

UAGH INC 10-Q