UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment 1

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Universal Infotainment Systems Corporation

(Name of small business issuer in our charter)

Nevada	3670	80 018 7018
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	IRS I.D.

East West Corporate Center

1771 Diehl Road, Suite 330

Naperville, Illinois 60563

60563

Registrant’s telephone number: 630-390-7674

National Registered Agents, Inc. of NV

1000 East Williams Street., Suite 204

Carson City Nevada 89701

1-800-520-6724

(Name, address and telephone number of agent for service)

SEC File No. 333-154227

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer o	Accelerated Filer o

Non-accelerated filer o	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered		Amount to be registered [1]			Proposed maximum offering price per unit			Proposed maximum aggregate offering price			Amount of registration fee [2] [3]
Common Stock offered by the Selling Stockholders [4]			1,392,246		$	0.85		$	1,183,409.10		$	45.51

(1) In accordance with Rule 416(a), the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.

(2) Estimated in accordance with Rule 457(c) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on recent prices of private transactions.

(3) Calculated under Section 6(b) of the Securities Act of 1933 as .00003930 of the aggregate offering price.

(4) Represents shares of the registrant’s common stock being registered for resale that have been issued or will be issued to the selling shareholders named in this registration statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

PROSPECTUS

UNIVERSAL INFOTAINMENT SYSTEMS CORPORATION

1,392,246 Shares of Common Stock

Selling shareholders are offering up to 1,392,246 shares of common stock. The selling shareholders will offer their shares at $0.85 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

There are no underwriting commissions involved in this offering. We have agreed to pay all the costs of this offering. Selling shareholders will pay no offering expenses.

Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange, the NASDAQ stock market, or the OTC Bulletin Board. There is no guarantee that our securities will ever trade on the OTC Bulletin Board or other exchange.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 9.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________________ , 2008.

TABLE OF CONTENTS

SUMMARY INFORMATION AND RISK FACTORS			5
DEFINITION OF TERMS			8
Risk Factors			9
There is substantial doubt about our ability to continue as a going concern as a result of our lack of revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.			9
Our lack of operating history makes it difficult for an investor to evaluate our future business prospects.			9
Our management has no experience in managing the day to day operations of a public company which may hinder our ability to implement our business plan.			9
One of the persons responsible for assisting in the managing our business, Mr. Emanuel Pavlopoulos may devote less than full time to our business, which may hinder our ability to implement our business plan.			10
Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.			10
Although we believe that we currently have adequate internal control over financial reporting, we are exposed to risks from recent legislation requiring companies to evaluate internal control over financial reporting.			10
Because we will need additional capital to implement our business plan and may not be able to obtain sufficient capital, we may be unable to implement our business plan within the time period and in the manner which we desire.			10
Even if we secure necessary funding and complete development and commence sale of our UNS systems, we may face a number of operational related risks that could inhibit our ability to implement our business plans or adversely affect our financial condition and results of operations.			11
Certain of our stockholders hold a significant percentage of our outstanding voting securities which could reduce the ability of minority shareholders to effect certain corporate actions.			12
If our common stock is quoted on the OTC Bulletin Board which may have an unfavorable impact on our stock price and liquidity.			12
We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.			12
Sales of our common stock under Rule 144 could reduce the price of our stock.			13
Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, none of which is independent, to perform these functions.			13
USE OF PROCEEDS			13
DETERMINATION OF OFFERING PRICE			14
DILUTION			14
SELLING SHAREHOLDERS			14
PLAN OF DISTRIBUTION			17
LEGAL PROCEEDINGS			19
EXPERTS			19
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES			19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS			20
DESCRIPTION OF BUSINESS			23
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			30
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS			35
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			41
FINANCIAL STATEMENTS

SUMMARY INFORMATION AND RISK FACTORS

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision. For a definition of technical and related terms in this prospectus, see “Definition of Terms,” below.

Organization

Universal Infotainment Systems Corporation was incorporated in Nevada on April 14, 2008. On April 14, 2008, we acquired our three product lines described below and the plans and specifications for making these products, from Universal Global Corporation, an entity wholly-owned by Emanuel G. Pavlopoulos, our Chairman Under the assignment agreement, Universal Global Corporation assigned all rights, title and interest in the UNS system to us for its further development and commercialization. The assets were transferred in connection with our agreement to allow Mr. Pavlopoulos to acquire 25,000,000 shares of our common stock at $.0001 per share for a cash consideration of $2,500 upon formation. There was no separate consideration required to be paid by us in exchange for the UNS system. Universal Global Corporation was dissolved on November 20, 2008.

Our executive office address is:

East West Corporate Center

1771 Diehl Road, Suite 330

Naperville, Illinois 60563

Our telephone number is 630-390-7674.

Business

We are a development stage company. We have generated no revenues to date. Our auditors have raised substantial doubt as to our ability to continue as a going concern.

Although we will need only approximately $160,000 to remain in business during the next 12 months with minimal operations, primarily used for salaries, rent, utilities and expenses related to this offering and anticipated expenses of being a public company if and after this registration statement is declared effective, we need approximately $6,295,385 during the next 12 months to implement our business plan to sell what we call UNS Infotainment Systems for use in passenger, commercial and government agency vehicles. These systems combine our proprietary GPS Navigation and Display Engine, combining aerial and satellite imagery/photographs rather than traditional grid map displays, with communications capabilities for 3G Communications Audio/Video, Internet Browsing, E-mail, Fax, Text messaging and similar functions available today on many cellular telephones. We call this combination of services “Infotainment.”

We will offer three lines of products:

UNS Personal Infotainment and Navigation System.

This system contains our basic system features for personal use.

UNS Fleet Management and Tracking Application which we market under the name “UNS FMTS.”

This system combines the features found in our personal infotainment system with additional software and hardware allowing real time tracking and video from the commercial vehicle and scheduling data such as whether the vehicle is on schedule.

Stealth and covert monitoring systems - TS

Two-way communications capabilities linked to a Monitoring and Support Center with trained staff on duty 24 hours a day, seven days a week.

This system is available only to law enforcement, homeland security and similar agencies that have the legal right to monitor and track vehicles suspected of being involved in criminal activity. In other respects, it is similar to the FMTS system.

We have developed and tested prototype models of each of these systems. For a description of the amount of funds necessary to be able to market these systems and the time frames to bring these products to market, assuming we receive the required funding, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Milestones.”

Our web site is located at www.uiscsys.com. Information contained on our website is not part of this Prospectus.

The Offering

As of the date of this prospectus, we had 28,557,246 shares of common stock outstanding.

Selling shareholders are offering up to 1,392,246 shares of common stock shares of common stock. The selling shareholders will offer their shares at $0.85 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We will pay all expenses of registering the securities, estimated at approximately $60,000. We will not receive any proceeds of the sale of these securities.

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.

Financial Summary

Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.

The following tables summarize our financial data for the periods presented. The summary statement of operations data for the period from April 14, 2008 (inception) through April 30, 2008, and for the three months ended July 31, 2008 are derived from our audited and unaudited financial statements included elsewhere in this prospectus. The historical results are not necessarily indicative of the results to be expected for any future periods. You should read this data together with the financial statements and related notes appearing elsewhere in this prospectus.

Statements of Operations Data

				From
				April 14,
	Three Months			2008 (inception)
	Ended			to
	July 31, 2008			April 30,
	(unaudited)			2008

Revenues	$	-		$	-

Operating expenses		34,901			510

Loss from operations		(34,901	)		(510	)

Other income (expense)		(370	)		-

Net loss	$	(35,271	)	$	(510	)

Basic and diluted net loss per share	$	-		$	-

Basic and diluted weighted average number of common shares outstanding		27,819,074			-

Balance Sheet Data

	July 31,
	2008

Current Assets	$	141,811
Total Assets	$	152,417
Current Liabilities	$	(59,953	)
Total Liabilities	$	(60,693	)
Accumulated Deficit	$	(35,781	)
Total Shareholders’ Equity (Deficit)	$	91,724
Working Capital	$	81,858

DEFINITION OF TERMS

The following terms are used throughout this prospectus

GPS is short for Global Positioning System, a worldwide satellite navigational system formed by 24 satellites orbiting the earth and their corresponding receivers on the earth. The satellites orbit the earth at approximately 12,000 miles above the surface and make two complete orbits every 24 hours. The GPS satellites continuously transmit digital radio signals that contain data on the satellites location and the exact time to the earth-bound receivers. Based on this information the receivers know how long it takes for the signal to reach the receiver on earth. As each signal travels at the speed of light, the longer it takes the receiver to get the signal, the farther away the satellite is. By knowing how far away a satellite is, the receiver knows that it is located somewhere on the surface of an imaginary sphere centered at the satellite. By using three satellites, GPS can calculate the longitude and latitude of the receiver based on where the three spheres intersect.

3G stands for 3rd-generation. Analog cellular phones were the first generation. Digital phones marked the second generation (2G). 3G is loosely defined, but generally includes high data speeds, always-on data access, and greater voice capacity. The high data speeds are possibly the most prominent feature. They enable such advanced features as live, streaming video.

PCMCIA Card are cards that fit into slots in computers and are commonly used as memory expansion, modem, or other uses. A card such as this contains our 3G/GSM/GPRS/Telephony functionalities and bandwidths.

Universal Mobile Telecommunications System (UMTS) is the network technology used for 3G cell phone communication.

Code Division Multiple Access (CDMA) is a transmission channel utilized by various radio communication technologies. It allows several transmitters to send information simultaneously over a single communication channel.

Wideband Code Division Multiple Access (W-CDMA) is a detailed protocol that defines how a mobile phone communicates with the tower, how signals are modulated, how datagrams are structured, and system interfaces are specified allowing technology to be designed on the same standards.

General Packet Radio Service (GPRS) is new non-voice mobile phone technology that allows information to be sent and received across a mobile telephone network more quickly, immediately due to the way in which data is transmitted.

Global System for Mobile Communications (GSM) is considered an advanced digital cellular technology, currently primarily used in Europe and Asia. GSM are used for global roaming and many new GSM phones are called global phones because they can be used in virtually any country.

Risk Factors

In addition to the other information provided in this prospectus, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock. All material risks are discussed in this section.

Risks Related to our Business

There is substantial doubt about our ability to continue as a going concern as a result of our lack of revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

We are a development stage company. We have generated no revenues to date. Our auditors have raised substantial doubt as to our ability to continue as a going concern. Although we will need only approximately $160,000 to remain in business during the next 12 months with minimal operations, we need approximately $6,295,385 during the next 12 months to implement our business plan and commence marketing all three of our product lines as further detailed in “Management’s Discussion of Financial Condition and Results of Operations - Milestones.” At November 25, 2008, we had $18,859.43 in cash, which is enough to sustain minimal operations, meaning paying rent and utilities only, until April, 2009. We have no agreement, commitment or understanding to secure any such funding from any other source.

There is uncertainty regarding our ability to commence operations or implement our business plan without additional financing. We have a history of operating losses, limited funds and no agreements, commitments or understandings to secure additional financing. Our future success is dependent upon our ability to commence operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to commence operations, generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse affect on our ability to continue in business and implement our business plan.

Our lack of operating history makes it difficult for an investor to evaluate our future business prospects.

We have no operating history. We have not generated any revenues. Our business plan is speculative and unproven. There is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, we will ever generate revenues or profits, which makes it difficult to evaluate our business. As a consequence, it is difficult, if not impossible, to forecast our future results. Because of the uncertainties related to our lack of operating history, it is more difficult for an investor to make an investment decision concerning our securities than if we were a profitable operating business.

Our management has no experience in managing the day to day operations of a public company which may hinder our ability to implement our business plan.

The management team, including James Beattie, our CEO and Nour Lawand, COO is responsible for the operations and reporting of the combined company. The requirements of operating as a small public company are new to the management team which may hinder our ability to implement our business plan. Mr. Pavlopoulos, our Chairman and Assistant to the CEO, just graduated high school and is currently attending college in Pennsylvania. This lack of experience may hinder our ability to implement our business plan.

One of the persons responsible for assisting in the managing our business, Mr. Emanuel Pavlopoulos may devote less than full time to our business, which may hinder our ability to implement our business plan.

Mr. Pavlopoulos currently devotes 40 hours per week to our business and expects to continue to devote no more than such time to our business in the future. This may hinder our ability to implement our business plan.

Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

Operating as a public company is more expensive than operating as a private company. For example, as a public company, we are and may be required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements and compliance under the Sarbanes-Oxley Act of 2002. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

Although we believe that we currently have adequate internal control over financial reporting, we are exposed to risks from recent legislation requiring companies to evaluate internal control over financial reporting.

Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404") requires our management to report on the operating effectiveness of the Company's Internal Controls over financial reporting for the year ended April 30, 2010. Salberg & Company, P.A. our independent registered public accounting firm, will be required to attest to the effectiveness of our internal control over financial reporting beginning with the year ended April 30, 2010. We must establish an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. We expect that the cost of this program will require us to incur expenses and to devote resources to Section 404 compliance on an ongoing basis.

It is difficult for us to predict how long it will take to complete Management's assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and process on a timely basis. In the event that our Chief Executive Officer, Chief Financial Officer or independent registered public accounting firm determine that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our shares will be affected.

Because we will need additional capital to implement our business plan and may not be able to obtain sufficient capital, we may be unable to implement our business plan within the time period and in the manner which we desire.

Although we will need only approximately $160,000 to remain in business during the next 12 months with minimal operations, primarily used for salaries and expenses related to this offering and anticipated expenses of being a public company if and after this registration statement is declared effective, we need approximately $6,295,385 during the next 12 months to implement our business plan to sell what we call UNS Infotainment Systems for use in passenger, commercial and government agency vehicles. For a description of the amount of funds necessary to be able to market these systems and the time frames to bring these products to market, assuming we receive the required funding, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Milestones.”

Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us. Any future capital investments could dilute or otherwise adversely affect the holdings or rights of our existing shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences, and privileges senior to our Common Stock. Any additional financing may not be available to us, or if available, may not be on terms favorable to us.

Even if we secure necessary funding and complete development and commence sale of our UNS systems, we may face a number of operational related risks that could inhibit our ability to implement our business plans or adversely affect our financial condition and results of operations.

If we complete development and commence sale of our UNS systems, we may face a number of operational related risks including:

A disruption of our services or of our software applications due to accidental or intentional security breaches may harm our reputation, cause a loss of revenues and increase corporate expenses.

Our success would depend upon our ability to maintain and expand our sales channels.

Defects or errors in our navigation/communication solutions could result in the cancellation of or delays in the implementation of our navigation/communication solutions, which would damage our reputation and harm our financial condition.

Competition from existing and potential competitors could inhibit our ability to acquire customers.

Claims that we infringe third-party proprietary rights could result in significant expenses or restrictions on our ability to provide our navigation/communication solutions.

The production or reporting of inaccurate information could cause the loss of customers and expose us to legal liability.

Government regulations and standards could subject us to increased regulation.

We might not develop or we might lose our relationships with the third parties we rely on for the supply of the principal product components we use in UNS Infotainment and Navigation Systems ..

We could be subject to product liability claims because the products or components we use in our systems entail an inherent risk of such claims.

Our suppliers could fail to comply with intellectual components, copyright, and processes and trade secrecy laws and regulations.

One or more of these operational related risks could inhibit our ability to implement our business plans or adversely affect our financial condition and results of operations.

Risks Related to the Market for our Stock

Certain of our stockholders hold a significant percentage of our outstanding voting securities which could reduce the ability of minority shareholders to effect certain corporate actions.

Our officers, directors and 5% or more shareholders are the beneficial owners of approximately 92.32% of our outstanding voting securities. As a result, they possess significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

If our common stock is quoted on the OTC Bulletin Board which may have an unfavorable impact on our stock price and liquidity.

We anticipate that our common stock will be quoted on the OTC Bulletin Board. The OTC Bulletin Board is a significantly more limited market than the New York Stock Exchange or NASDAQ system. The quotation of our shares on the OTC Bulletin Board may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our common stock becomes a “penny stock”, we may become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Sales of our common stock under Rule 144 could reduce the price of our stock.

There are 2,192,246 shares of our common stock held by non-affiliates, both employees and non-employees, and 26,359,940 shares held by affiliates Rule 144 of the Securities Act of 1933 defines as restricted securities.

1,092,246 of our shares held by non-affiliates/non-employees and 300,000 shares held by non-affiliate employees are being registered in this offering, however affiliates will still be subject to the resale restrictions of Rule 144. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, none of which is independent, to perform these functions.

We do not have any audit or compensation committee. These functions are performed by the board of directors as a whole. No members of the board of directors are independent directors. Thus, there is a potential conflict in that board members who are management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Special Information Regarding Forward Looking Statements

Some of the statements in this prospectus are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

USE OF PROCEEDS

Not applicable. We will not receive any proceeds from the sale of shares offered by the selling shareholders.

DETERMINATION OF OFFERING PRICE

Our management has determined the offering price for the selling shareholders' shares. The price of the shares we are offering was arbitrarily determined based upon the prior offering price in our private placement. We have no agreement, written or oral, with our selling shareholders about this price. Based upon oral conversations with our selling shareholders, we believe that none of our selling shareholders disagree with this price. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. The factors considered were:

our operating history

our growth potential

the price we believe a purchaser is willing to pay for our stock

The offering price does not bear any relationship to our assets, results of operations, or book value, or to any other generally accepted criteria of valuation. Prior to this offering, there has been no market for our securities.

DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.

SELLING SHAREHOLDERS

The selling shareholders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling shareholders upon termination of this offering. These selling shareholders acquired their shares by purchase exempt from registration under section 4(2) of the Securities Act of 1933 or Regulation S under the Securities Act of 1933, specifically:

In May 2008 and June 2008, we issued 2,602,786 shares of common stock for services rendered to six service providers at a price of $.0001 per share for the 2,597,300 shares issued in May and $.10 for the 5,486 shares issued in June valued at $808 in the aggregate based on the various contemporaneous cash sales prices at the time of issuances.

An additional 954,460 shares of common stock were sold to 14 U.S. investors and 48 non-U.S. investors at $.10 per share in a private placement raising an aggregate of $95,446 cash from May 1, 2008 through July 31, 2008.

We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling shareholders. No selling shareholders are broker-dealers or affiliates of broker-dealers.

Selling Shareholder	Shares to be offered by the Selling Stockholders		Percentage owned before Offering			Amount owned after the offering, assuming all shares sold [1]		Percentage owned after the offering, assuming all shares sold [1]			Relationship to us
Gregory A. & Rhonda L. Berg		5,000		.005	%		0.000		0.000	%
Brian A. Berg		10,000		.01	%		0.000		0.000	%
Erica L. Berg		10,000		.01	%		0.000		0.000	%
Daniel J. Ducat		5,000		.005	%		0.000		0.000	%
David J. (Sr) & Sandra L. Ducat		5,000		.005	%		0.000		0.000	%
Faye M. Jawad		5,000		.005	%		0.000		0.000	%
Jinaan Jawad		5,000		.005	%		0.000		0.000	%
John T. Mpitsos		5,000		.005	%		0.000		0.000	%
Andre Mpitsos		20,000		.02	%		0.000		0.000	%
George & Karen Mpitsos		100,000		.1	%		0.000		0.000	%
Nancy J. Vyncke		5,000		.005	%		0.000		0.000	%
Kory Walsh		30,000		.03	%		0.000		0.000	%
Raymond J. Siwiciki		5,000		.005	%		0.000		0.000	%
Adrianni Dimitriou		30,500		.03	%		0.000		0.000	%
Virginia Aronis		5,000		.005	%		0.000		0.000	%
Despina Atsidakou		5,500		.055	%		0.000		0.000	%
Maria Bairamoglou		30,000		.03	%		0.000		0.000	%
Dimitris Ioannidis		50,000		.50	%		0.000		0.000	%		Employee
Dimitris Ioannidis & Ioannis Ioannidis		30,000		.03	%		0.000		0.000	%
Dimitris Ioannidis & Aggeliki Ioannidou		50,000		.05	%		0.000		0.000	%
Zoi Kapsopoulos		5,000		.005	%		0.000		0.000	%
Alexandra Koutsopetra		5,000		.005	%		0.000		0.000	%
Gerasimos Lantzos		10,000		.01	%		0.000		0.000	%
Michael-Phillip Lantzos		10,000		.01	%		0.000		0.000	%
Maria Mantzakis		10,000		.01	%		0.000		0.000	%
Niki Mantzakis		10,000		.01	%		0.000		0.000	%
Gavriil Bakatsas		10,000		.01	%		0.000		0.000	%
Chariklia Paraskevopoulou		5,000		.005	%		0.000		0.000	%
Thodoros Dimitriou & Aggeliki Stavropoulou		45,500		.046			0.000		0.000	%
Paraskevi Tsochlas		20,000		.02	%		0.000		0.000	%
Pinelopi Voulgaris		25,000		.025	%		0.000		0.000	%
Vladimir Osteria		5,000		.005	%		0.000		0.000	%
Anastasia Ampartzidou		5,000		.005	%		0.000		0.000	%

Olga Ampartzidou	10,000	.01	%	0.000	0.000	%
Ekaterini Angelis	5,000	.005	%	0.000	0.000	%
Efstathios & Ekaterini Angelis	5,000	.005	%	0.000	0.000	%
Thodoros Dimitriou	150,000	.15	%	0.000	0.000	%
Evanggelia Garoufalakis	5,000	.005	%	0.000	0.000	%
Maria Katsouris	10,000	.01	%	0.000	0.000	%
Zoi Kouvaris	5,000	.005	%	0.000	0.000	%
Varvara Katsouris	5,000	.005	%	0.000	0.000	%
Maria Lianeas	5,000	.005	%	0.000	0.000	%
Giannis Lianeas	5,000	.005	%	0.000	0.000	%
Eleni Makrigiannis	9,960	.001	%	0.000	0.000	%
Panagiotis Makrigiannis	10,000	.01	%	0.000	0.000	%
Stamatis Makrigiannis	10,000	.01	%	0.000	0.000	%
Elenna Manolarakis	8,000	.008		0.000	0.000	%
Despoina Ragkousi	5,000	.005	%	0.000	0.000	%
Kostas Scouteris	20,000	.02	%	0.000	0.000	%
Ourania Tsoumeleka	5,000	.005	%	0.000	0.000	%
Ioannis Vidalis	15,000	.15	%	0.000	0.000	%
Abdulla Ghnem Kaddas Al Romaithi	10,000	.01	%	0.000	0.000	%
Faisal Ahmed Abdulla Mohamed Saif Al Mazrouei	10,000	.01	%	0.000	0.000	%
Khalfan Rashed Ahmed Rashed Al Mansoori	10,000	.01	%	0.000	0.000	%
Shaikha Manea W/O Abdulla Gh Al Romaithi	10,000	.01	%	0.000	0.000	%
Mayed Saeed Saif Manea Alromaithi	10,000	.01	%	0.000	0.000	%
Mohammad Ahmad Nasser Hussain Alghanem	10,000	.01	%	0.000	0.000	%
Thani Abdulla Ghnem Kaddas Al Rumaithi	10,000	.01	%	0.000	0.000	%
Gavriil Bakatsas	15,000	.015	%	0.000	0.000	%
Michael G. Mpitsos	5,000	.005	%	0.000	0.000	%
Michael T. Williams	142,786	.5	%	0.000	0.000	%	Counsel
Abdulla Al Romaithi	150,000	.52	%	650,000	.022		Employee
Ahmed Hammouda	150,000	.52	%	150,000	.0052		Employee
Total	1,392,246	4.87	%	800,000	0.028	%

[1] All shares owned by each selling shareholder are being registered and, if sold, no selling shareholder will own any of our stock after this offering.

Blue Sky

Thirty-eight states and the District of Columbia have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by Selling Stockholders under this registration statement. In these states, so long as we obtain and maintain a listing in Standard and Poor’s Corporate Manual, secondary trading can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, Delaware, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota, Texas, Utah, Vermont, Washington, West Virginia and Wyoming. We cannot secure this listing, and thus this qualification, until after this registration statement is declared effective. Once we secure this listing, secondary trading can occur in these states without further action.

All our shareholders currently reside outside the U.S. or in the above states, except Illinois and California. We will make the appropriate filings in California and Illinois, and comply with all secondary trading exemptions in such states, to permit sales of the securities registered in this offering.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

PLAN OF DISTRIBUTION

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Selling shareholders are offering up to 1,392,246 shares of common stock. The selling shareholders will offer their shares at $0.85 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We will not receive any proceeds of the sale of these securities. We will pay all expenses of registering the securities.

The securities offered by this prospectus will be sold by the selling shareholders without underwriters and without commissions. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the OTC Bulletin Board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they many not purchase any of our securities while they are selling shares under this registration statement.

Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment disclosing such matters.

OTC Bulletin Board Considerations

We anticipate that our stock will not be listed on a securities exchange but will only be qualified for quotation on the OTC Bulletin Board. To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this prospectus, no filing has been made. Based upon our counsel’s prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 – 8 weeks for FINRA to issue a trading symbol.

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in our files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the bulletin board is that the issuer be current in our reporting requirements with the SEC.

Although we anticipate qualifying our securities for quotation on the OTC Bulletin board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

LEGAL PROCEEDINGS

There are no pending or threatened lawsuits against us.

EXPERTS

The balance sheet as of April 30, 2008, and the related statements of operations, changes in stockholders’ deficit and cash flows for the period from April 14, 2008 (Inception) through April 30, 2008 included in this Prospectus have been audited by Salberg & Company, P.A., an independent registered public accounting firm, to the extent set forth in its report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being passed upon by Williams Law Group, P.A., Tampa, Florida. Michael T. Williams, principal of Williams Law Group, P.A., owns 142,786 shares of our common stock being registered in this offering.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our Bylaws, subject to the provisions of Nevada Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The Board of Directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year and until his successor is elected and qualified or until his earlier resignation or removal. Our directors and executive officers are as follows:

Name	Age	Position
James Clark Beattie	63	Chief Executive Officer
Emanuel Pavlopoulos	19	Chairman of the Board, Assistant to the CEO
Nour Lawand	44	COO, Director
Dimitrios Ioannidis	40	Exec VP, Director

Emanuel Pavlopoulos was President from inception in April 2008 to December 1, 2008. In order to avoid confusion as to who is our principal executive officer, on December 1, 2008 Mr. Pavlopoulos assumed the title of Chairman of the Board and Assistant to the CEO. Mr. Pavlopoulos currently devotes 40 hours per week to our business and expects to continue to devote no more than such time to our business in the future. This may hinder our ability to implement our business plan. From September, 2008 to date, he has been a student at Penn State University. From 2002 to June, 2008 he was a student at NorthStar Academy, based in Colorado Springs, Colorado.

James Clark Beattie joined us in May 2008 as Chief Executive Officer and continues in that position. From February 2001 to May 2008, he was Executive Director of DBM Computers, which conducted geographic information services studies. From February 2000 to February 2001, he was Vice President of Geosolutions, which provided geographic information services and consulting. In April1969 he received a B.Sc. Surveying Engineering from University of New Brunswick.

Dimitrios I. Ioannidis joined us in May 2008 as Executive Vice President and Director and continues in those positions. From April 2000 to May 2008, he was Regional Sales Director for Tyco Electronics/AMP Netconnect, a telecom vendor. From June 1994 to March 2000, he was Project Manager and Network Designer of FNTELAX1S Co, a telecom service provider and network installer. He holds a Diploma in Electrical Engineering from University of Piraeus GRE.

Nour Lawand joined us in May 2008 as COO and Director and continues in those positions. From April 1999 to April 2008, he was Regional Sales Director of Lucent Technologies, a telecom vendor. He holds a license as; BSEE in Electrical Engineering from University of North Carolina at Charlotte.

Family Relationships

There are no family relationships among our officers or directors.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter, or significant employee has been involved in the last five years in any of the following:

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, securities, or banking activities; and

Being found, by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission, to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this prospectus, of our Common Stock by each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock, our directors, and our executive officers, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below, regarding beneficial ownership of our voting securities, has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has, or shares, the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one person may be deemed to be a beneficial owner of the same securities.

The percentage of beneficial ownership by any person, as of a particular date, is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our Common stock listed below have sole voting and investment power with respect to the shares shown. The business address for all persons is East West Corporate Center, 1771 West Diehl Road, Suite 330, Naperville Illinois, 60563.

Shareholders	# of Shares		Percentage
Emanuel Pavlopoulos		25,000,000		87.55	%
Nour Lawand		580,000		2.03	%
Dimitrios Ioannidis		180,000		.63	%
James Clark Bettie		600,000		2.10	%
All officers and directors as group [4 persons]		26,360,000		92.31	%

[This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 28,557,246 shares of Common Stock outstanding as of July 31, 2008.

DESCRIPTION OF SECURITIES

The following description is a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws as they relate to our capital structure. The Articles of Incorporation and Bylaws are available for inspection upon request.

Common Stock

We have 100,000,000 authorized shares of Common Stock with a $.0001 par value. All shares are equal to each other with respect to liquidation and dividend rights. Holders of voting shares are entitled to one vote for each share they own at any shareholders' meeting. Holders of our shares of Common Stock do not have cumulative voting rights.

Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of the such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.

Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our Common Stock have no preemptive rights or other subscription rights, conversion rights, redemption, or sinking fund provisions. Upon our liquidation, dissolution, or winding up, the holders of our Common Stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control. There is no conversion, preemptive or other subscription rights or privileges with respect to any shares.

Preferred Stock

The Company is authorized to issue 50,000,000 shares of Preferred Stock in series, as fixed by the Directors, with a par value of $.0001 per share. As of the date of this registration statement, there are no Preferred Shares outstanding.

Preferred Stock may be issued in series, with preferences and designations, as the Board of Directors may, from time to time, determine. The Board may, without shareholders approval, issue Preferred Stock with voting, dividend, liquidation, and conversion rights that could dilute the voting strength of our common shareholders, and may assist management in impeding an unfriendly takeover or attempted changes in control. There are no restrictions on our ability to repurchase or reclaim our preferred shares while there is any arrearage in the payment of dividends on our Preferred Stock.

DESCRIPTION OF BUSINESS

Organization

Business

We are a development stage company. We have generated no revenues to date. Our auditors have raised substantial doubt as to our ability to continue as a going concern.

Although we will need only approximately $160,000 to remain in business during the next 12 months with minimal operations, primarily used for salaries and expenses related to this offering and anticipated expenses of being a public company if and after this registration statement is declared effective, we need approximately $6,295,385 during the next 12 months to implement our business plan to sell what we call UNS Infotainment Systems for use in passenger, commercial and government agency vehicles. These systems combine our proprietary GPS Navigation and Display Engine, combining aerial and satellite imagery/photographs rather than traditional grid map displays, with communications capabilities for 3G Communications Audio/Video, Internet Browsing, E-mail, Fax, Text messaging and similar functions available today on many cellular telephones. We call this combination of services “Infotainment.”

We will offer three lines of products:

UNS Personal Infotainment and Navigation System.

This system contains our basic system features for personal use.

UNS Fleet Management and Tracking Application which we market under the name “UNS FMTS.”

Stealth and covert monitoring systems - TS

Two-way communications capabilities linked to a Monitoring and Support Center with trained staff on duty 24 hours a day, seven days a week.

This system is available only to law enforcement, homeland security and similar agencies that have the legal right to bug and track vehicles suspected of being involved in criminal activity. In other respects, it is similar to the FMTS system.

Other Features

We offer 911 emergency notification services similar to that offered by General Motor’s OnStar® system at no charge. We offer Video calling but only between persons both using our system.

Our System is wired into to a vehicle’s basic functions such as Drive Gear, Reverse Gear, Brake and Speed sensing areas. For safety purposes, the vehicle must be stopped for system to system Video call, connect to the internet, and watching movies from the driver panel screen.

Technology in Our Systems

The technology used in our three lines of products which we acquired from Universal Global Corporation upon formation uses Satellite and or Aerial photography imagery maps that are much more intuitive and informative than existing color map displays. Also, unlike current systems, our maps are updated in a central data base and downloaded to the hard drive of our systems, eliminating the need for using CD’s to input mapping data.

Our system is equipped with what is known as 3G technology. Although just coming into service in the U.S., 3G offers higher speed and greater data transmission wireless communications capabilities than those currently in use today on cellular products. This technology will work anywhere in the world, unlike most current technologies which require the user to switch hardware for use in different countries. Our system will, however, operate on lower technology, non G-3 existing wireless communications networks that are used in cellular phone communication in the U.S. and elsewhere.

Our products have proprietary software/hardware that provide the positioning, navigation, video and map display and control the communications functions. We use a unique approach to displaying the map and determining the vehicle location such that the vehicle is always centered in the screen within centimeters of its position as shown relative to the image details, effectively providing lane level accuracies. Because of the unique approach for managing the map and navigation data, the user does not have to worry about loading and/or changing CD/DVD.

Our proprietary navigational engine UNS Navi runs the product in whole to be able to show real time travel - no blipping or jerking- and allows UNS display on the screen to zoom-out and in, without the refreshing and breaking-up on the image display as Google or others do. It also allows the navigational function to continue to run while the user is using the communications functions.

Pricing

We anticipate that our Consumer UNS Infotainment system will be approximately $1,700.

Additional Costs Borne by the Customer

Our system contains technology that enables our customers to use existing wireless networks for data and voice transmission. However, the customer will have to pay airtime and similar costs themselves, much as they do with existing cellular phones. To make this work in our system, the customer will need to provide the installation facility with a SIM card from their choice of provider. The installer will install this SIM card in the 3G UMTS/CDMA/WCDMA/GPRS/GSM PCMCI CARD provided with the system at no extra cost and the customer will have access the communication capabilities of 3G technology, where available.

The customer must buy separately the display screen used in the vehicle, at a cost estimated to be between $250 to $1,000 depending upon size and quality of the screen.

Via our proprietary SOS Software included in the UNS unit that the consumer purchases, the consumer will have access to the 911 emergency services via Audio/Video. The customer will, however, pay separately for non emergency information requests.

We intend to update our maps 2 to 3 times each year. These updates are loaded directly into the hard drive of our product using wireless communications. For the first two years, we will provide these services for free. Thereafter, we will charge a nominal subscription fee per year which will provide the consumer with extended software/hardware warranty and free Up-dates including the UNS live help/support center via the in vehicle screen. SOS Software and implementation will always be free of charge to any UNS user.

Product Development Status

There have been approximately 100 prototype UNS systems manufactured. They are operating in the United Arab Emirates. These prototypes were manufactured in Taiwan under the direction of Universal Global Corporation, the affiliate that assigned all rights, title and interest in the UNS system to us upon formation for further development and commercialization. None of these products was sold and we have not generated any revenues from these prototypes.

In order to be able to sell our products in the United States, we need to:

Complete the photo maps, including graphic clean up for such things as eliminating pictures of other vehicles on the roadway.

We are in the process of securing a written understanding with Navteq and Tele Atlas to supply the North America navigable data required and imagery if need be.

We have only completed mapping of one local area in Michigan

We intend to commence the production of specific regional US areas such as the East Coast and the West Coast, while IL, MO, AR, MIN, TX, WI, OH and other Midwestern states should be finished by the end of 2009 with the rest of United States to follow.

Manufacture the Product

We have established relationships with manufacturers in Taiwan to manufacture our products. All products will be manufactured on a purchase order basis.

We have entered into discussions with ASUSTek Computer Inc., Cypress Technology Co., Ltd., Giga-byte Technology Co., Ltd., and Zettabyte Computers Co., Ltd. in Taiwan; however, we have no formal agreements with these or any other manufacturers.

Establish a Retail Sales and Installation Network

We have held preliminary discussions with retailer/installers but have no contracts in place for this service.

Support Centers

Our initial support center in Illinois is operational. We anticipate opening up to six additional support centers that we will develop as we roll the product out and have map capabilities in the geographic areas where the centers will be located. First there is the Naperville, IL center for the central region of the U.S. As we proceed to the date of releasing the system to the US regions, more support centers will be created in each of the corresponding regions. Atlanta in the South/East, Texas in the South/West, San Diego in the West Coast/Pacific, Montana and/or N Dakota for the Mountain Region, and Pennsylvania or Delaware for the East Coast.

We estimate the costs to finish these steps to be $350,000. Our timing estimates are based upon raising sufficient capital and it taking approximately 6 to 9 months thereafter.

International Product Sales

We contemplate also rolling out our products in United Arab Emirates, or UAE, at the same time as in the U.S.

In the UAE, we are more advanced in the sales cycle in that:

Photo maps have been completed, including graphic clean up for such things as eliminating pictures of other vehicles on the roadway.

We are in the process of securing written agreements with Space Imaging Middle East (SIME) and Navteq to supply these maps on an on-going basis. We have no formal agreements at this time.

We are in the process of securing the necessary Sales and Installation agreements in the United Arab Emirates. We have no formal agreements at this time.

The remainder of the sales cycle process is the same as in the U.S.

Commercial Vehicle called Fleet Management Tracking and Surveillance - FMTS

This product contains functions similar to our consumer product; however this application is specifically designed for Fleet Management and Tracking, which in itself functions in a different environment, allowing the Fleet companies to monitor amongst many other requirements they any have on a individual need basis:

Speed

Oil Pressure

Fuel available-fuel consumption

Seat pressure

position and “on” Seatbelt confirmation

Door opening for Driver and or passenger

Tire pressure

air Brakes Systems functionality

Water temperature,

Erratic driving (because they monitor real time and when the set parameters for this are violated, then an alarm is shown on the dispatchers screen to activate visual to that vehicle. The same happens when any vehicle veers-off the scheduled route.)

Two way communications with the driver of the vehicle are included in this package allowing Audio/Visual with the cabin, while 2 extra other cameras will allow the monitoring station -dispatcher- to see in front of the vehicle and in the rear trailer/compartment/bay of the vehicle and engine “shut-off” option.

The specially designed Trapezia multi screen Unit with the whole monitoring application is provided for the customer in this package. In addition to the above we work with the client to simply add on to the application any additional requirements they may have.

Pricing

We anticipate that price of our base FMTS system will be approximately $10,000 for in-house software and hardware at the customers monitoring center. The equipment in each vehicle can range from $2,000 to $3,500 depending upon the customer’s requirements.

Additional Costs Borne by the Customer

For FMTS, we will charge $2,000 per year or more depending upon the customer’s requirements for back up and after warranty services.

We will provide monitoring services under the terms of service contracts which provide monthly recurring revenue to us. Typically these contracts will have an initial period of one to five years. The amount of revenues derived from monitoring services is based on customer options for monitoring and control functions, such as monitoring movement of vehicles in a fleet, providing timely response to emergency button activation or the ability to disable a vehicle. The cost for this service will be $2,000 per year or more depending upon the customer’s requirements for this service.

We also will provide the client with the ability to use our servers as a backup/mirror of their system and use our server in case their system experiences service interruptions for approximately $2,000 per year or more depending upon the customer’s requirements for this service.

Product Development Status

We have currently only one prototype in operation.

Although we will sell the FMTS product through distributors, we anticipate that our field Inspectors will be at hand for monitoring in-vehicle Installations, Quality Control and for assurance purposes.

The product development steps and costs to bring this product to market are the same as for our commercial UNS System.

Tracking and Surveillance System for Governmental Agencies Only - TS

This version of our product affords Government/Police/Homeland Security agencies to monitor live down to two inch accuracy in actual vehicle position, any one they wish to monitor. From a bank robber to a suspected threat to the city/border security/national security, while the individual has no way of knowing that they are been monitored simply because, the surveillance is taking place via specially available transmitting devices, transmitting the position of the suspect live and real time to the monitoring center and that of the pursuing vehicles screens. This allows for on-time decisions to be made as to the apprehension of the suspects to when, where and also giving ample time for decisions such as deploying back-up. The suspect has no clue of what is happening, because they never saw a vehicle following them, or have heard any helicopters hovering above trying to locate their exact position based on current triangulation methods.

We also offer a “Bait Car” solution for Law enforcement to deploy in aiding the fight against auto theft—a car with an integrated tracking device can be left unattended and we can notify law enforcement if the vehicle moves.

Pricing

We anticipate that price of our base TS, or tracking and surveillance system will be approximately $45,000 at the station monitoring facilities. For hardware and software, and for field equipment/installation, costs can run up to $3,000 per vehicle, all depending on the type of monitoring required which is specified by the client.

We anticipate that the customer will provide their own service and support systems, to the extent that UNS TS is designed to enhance their present operations.

Product Development Status

We have currently completed software development but have no prototype in operation.

We will sell the TS product directly and not through distributors, and we will as in the FMTS Version of UNS monitor field equipment installation procedures, to assure proper quality of workmanship for UNS TS operating in the field. The necessary hardware and software for the monitoring facility for TS will be installed by us and training will also be part of the sales package.

The product development steps and costs to bring this product to market are the same as for our commercial UNS System.

Warranties

We only warranty equipment we provide and software for a 24 month period.

Intellectual Property

We have no intellectual property except for our trademarks for which we have applied and the technology we acquired upon our formation. To prevent stealing/copying the technology used in our product, we have built numerous fail safes in the software and hardware, not only to protect our technology, but also to protect the rights of the UNS user as to the personal information of the consumer contained within the unit’s built-in hard-drive. One of the most effective fail safes built into the device is: If the device is opened, unplugged or removed, the hard drive with all of our proprietary data and software is all wiped out, including all information of the user.

Regulation

In addition to regulations applicable to businesses in general, we may also be subject to direct regulation by United States governmental agencies, including the Federal Communications Commission, Department of Defense, Department of Commerce, or the State Department. These regulations may impose licensing requirements, privacy safeguards relating to certain subscriber information, or safety standards, for example with respect to human exposure to electromagnetic radiation and signal leakage. A number of legislative and regulatory proposals under consideration by federal, state, provincial, local and foreign governmental organizations may lead to laws or regulations concerning various aspects of the Internet, wireless communications and GPS technology, including on-line content, user privacy, taxation, access charges and liability for third-party activities. Additionally, it is uncertain how existing laws governing issues such as taxation on the use of wireless networks, intellectual property, libel, user privacy and property ownership will be applied to our navigation/communication solutions. The adoption of new laws or the application of existing laws may expose us to significant liabilities and additional operational requirements, which could decrease the demand for our navigation/communication solutions and increase our cost of doing business.

Wireless communications providers who supply our customers with airtime are subject to regulation by the Federal Communications Commission, and regulations that affect them could also increase our costs or limit our ability to provide navigation/communication solutions.

Competition

We face strong competition for our navigation/communication products, and this competition is expected to increase in the future. Current players in the vehicle navigation market include OEM delivered systems (BMW, Mercedes, Lexus, and GM) as well as several add-on suppliers (Nokia, Tom-Tom, Alpine, Kenwood). We are a small, start up participant in the market.

Many of our existing and potential competitors have substantially greater financial, technical, marketing and distribution resources than we do. Additionally, many of these companies have greater name recognition and more established relationships with our target customers. Furthermore, these competitors may be able to adopt more aggressive pricing policies and offer customers more attractive terms than we can. If we are unable to compete successfully, our business may suffer and our sales cycles could lengthen, resulting in a loss of market share or revenues.

We compete primarily on the basis of functionality, integration capability, and deployment expertise, ease of use, quality, price, service availability, and customer service. These are mainly focused on the PDA solution or DVD based players that are supplied as additional equipment for the vehicle. Performance of these systems is limited due to the technology choice and capability of the vehicle interface and installation. Universal will offer support services such as a 24/7 call center, as a standard feature. Most systems either don’t offer this level of support or they offer it as an optional cost item.

As the demand for navigation/communication products increases, the quality, functionality, and breadth of competing products and services will likely improve and new competitors will likely enter our market. In addition, the widespread adoption of industry standards and the deployment of high-speed wireless data networks may make it easier for new market entrants or existing competitors to improve their existing products and services, to offer some or all of the products and services we offer or may offer in the future, or to offer new products and services that we do not currently offer. We also do not know to what extent navigation/communication products competitors will develop competing products, including devices developed internally or through captive suppliers.

Research and Development

We did not incur any research and development expenses in our initial fiscal year.

Employees

As of July 31, 2008, we have only 6 employees, 4 members of management, one of which is full time and the other three of which are part time, 2 sales/market executives, both part time.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form S-1.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission.

Although the forward-looking statements in this Registration Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

We are a development stage company. We have generated no revenues to date. Our auditors have raised substantial doubt as to our ability to continue as a going concern. Although we will need only approximately $160,000 to remain in business during the next 12 months with minimal operations, we need approximately $6,295,385 during the next 12 months to implement our business plan to sell what we call UNS Infotainment Systems for use in passenger, commercial and government agency vehicles. These systems combine our proprietary GPS Navigation and Display Engine, combining aerial and satellite imagery/photographs rather than traditional grid map displays, with communications capabilities for 3G Communications Audio/Video, Internet Browsing, E-mail, Fax, Text messaging and similar functions available today on many cellular telephones. We call this combination of services “Infotainment.”

Since our inception, we have devoted our activities to the following:

Securing our agreements with the necessary third party data providers with regards to our Product

Developing our marketing strategy

Created our prototype hardware equipment necessary to the UNS concept

Securing the required manufacturing planning and implementation of our proprietary hardware in Taiwan ROC

Determining the market for our products and our manufacturing activities;

Developing a marketing plan; and

Networking and indentifying future customers and projects.

Results of Operation

We have generated no revenues during the period from inception on April 14, 2008 to July 31, 2008.

Development stage operating expenditures during the period from inception on April 14, 2008 to July 31, 2008 were $35,411, which consisted primarily of selling, general and administrative expenses related to our formation and legal, accounting and other fees related to our formation and this offering.

Liquidity and Capital Resources

Our principal capital resources have been acquired through the sale of shares of our common stock and advances from our founder.

At July 31, 2008, we had total assets of $152,417 consisting of cash, property and equipment, prepaid expenses, deposits and intangibles.

At July 31, 2008, our total liabilities were $60,693, consisting of $59,953 due to Mr. Pavlopoulos and deferred rent.

Milestones

We anticipate taking the following actions during the next 12 months, assuming we receive the required funding:

Milestone or Step	Expected Manner of Occurrence or Method of Achievement		Time After Receiving FundingWhen Step Should be Accomplished		Cost of Completion
Purchase office furniture and computers		Hire employees and begin training		2 Months	$	60,000
Software from Microsoft and GIS software providers including Advance Graphics Corporate editions from Maya, Adobe, and others.		Locate appropriate vendors to purchase the software’s needed.		2-3 Months	$	470,000
Formation and set up of company and lab in Taiwan ROC		Find and lease location for company offices & laboratory purchase equipment, and hire employees.		4 Months
Contract out the various Components needed in creating the UNS Hardware in Taiwan ROC		Choose among the 30 OEM factories those that can produce the UNS Hardware in our time table.		5 Months	$	540,000
Start Operations on the development of the North America module of UNS		Sign Imagery and Navigable Data contracts with vendors, begin processing		2-4 Months	$	647,385 (This cost covers staff labor on the USA images and USA office expenses)
Start Marketing Phase		Develop Sales Materials, Start Mailings and Product Presentations		6 Months	$	450,000
Begin testing of the North America UNS Module		Test hardware and software, prepare the UNS calling centers, field test UNS, present UNS to the OEMs.		7 Months	$	10,000
Begin production of Hardware for the Middle East in Taiwan		Test Hardware Load software and deliver to the Distributor In the Middle East		6-7 months	$	1,368,000
Order UNS Hardware from UISC TW for the USA market, begin by placing 3,000 units in the market via pre-contracted Electronics Distributors		Finish and Ship UNS to USA Work with distributors – set the logistics for the distribution Channel, begin trade shows presence, media, and print advertising.		8 Months	$	Cost for initial 3000 Units To USA expected at: 2,750,000
Contract with national brands distributors		Offers premiums in marketing and sales to each major Electronics Distributor in each State so that market penetration be achieved.		6 Months	$	100,000

Cash Requirements

We intend to provide funding for our activities, if any, through a combination of the private placement of its equity securities, the public sales of equity securities and borrowing from commercial lenders. At July 31, 2008, our Chairman has advanced us $59,953, and on November 25^th, 2008 he advanced an additional $15,000. He also has indicated that he does not intend to make additional advances. These funds were obtained by him through loans from his family members.

We are a development stage company. We have generated no revenues to date. Our auditors have raised substantial doubt as to our ability to continue as a going concern. Although we will need only approximately $160,000 to remain in business during the next 12 months with minimal operations, we need approximately $6,295,385 during the next 12 months to implement our business plan as described above. At November 25, 2008, we had $18,859.43 in cash, which is enough to sustain minimal operations, meaning paying rent and utilities only, until April, 2009. We have no agreement, commitment or understanding to secure any such funding from any other source.

Commitments

On July 15, 2008, we entered into a sub-lease agreement with Universal Global Corp. whose President is Emanuel Pavlopoulos, our Chairman, for corporate offices under terms of a non-cancelable operating lease. The lease term is from July 16, 2008 through October 31, 2013 and requires an escalating monthly lease payment over the term of the lease ranging from $3,149 to $3,615. The lease requires a $7,231 security deposit. The landlord has orally agreed to allow us to assume the obligations under the lease directly following the dissolution of Universal Global Corp.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

DESCRIPTION OF PROPERTY

On July 15, 2008, we entered into a sub-lease agreement with Universal Global Corp. whose President is Emanuel Pavlopoulos, our Chairman, for corporate offices under terms of a non-cancelable operating lease. The property is 2,799 sq. ft, East West Corporate Center 1771 West Diehl Road Suite 330, Naperville, IL 60653. The lease term is from July 16, 2008 through October 31, 2013 and requires an escalating monthly lease payment over the term of the lease ranging from $3,149 to $3,615. The lease requires a $7,231 security deposit. The landlord has orally agreed to allow us to assume the obligations under the lease directly following the dissolution of Universal Global Corp.

We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 14, 2008, the Company acquired its UNS system and underlying technology from Universal Global Corporation, an entity wholly-owned by the Company’s Chairman. Under the assignment agreement, Universal Global Corporation assigned all rights, title and interest in the UNS system to the Company for its further development and commercialization. There was no consideration required to be paid by the Company in exchange for the UNS system. The assets were recorded by the Company at their historical cost basis to Universal Global Corporation of zero.

As of April 30, 2008, the Company owed one of its officers $1,885 for initial startup costs paid on behalf of the Company. Subsequent to April 30, 2008 and as of July 31, 2008, the Company owed the same officer an aggregate of $59,953, which was comprised of additional costs the officer paid on behalf of the Company and a $49,500 cash loan to the Company made by the officer. On November 25^th, 2008 our Chairman advanced an additional $15,000. He also has indicated that he does not intend to made additional advances. These funds were obtained by him through loans from his family members. The balance of the Due to Officer account bears interest at a rate of 5%.

On July 15, 2008, we entered into a sub-lease agreement with Universal Global Corp. whose President is Emanuel Pavlopoulos, our Chairman, for corporate offices under terms of a non-cancelable operating lease. The lease term is from July 16, 2008 through October 31, 2013 and requires an escalating monthly lease payment over the term of the lease ranging from $3,149 to $3,615. The lease requires a $7,231 security deposit.

Future minimum lease payments are as follows for the years ending April 30:

	Total

2009	$	29,504
2010		37,268
2011		37,268
2012		37,268
2013		37,268

Thereafter		18,633

Total	$	197,209

Except as set forth above, we have not entered into any material transactions with any director, executive officer, promoter, beneficial owner of five percent or more of our shares, or family members of such persons since our inception.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

Penny Stock Considerations

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse, is considered an accredited investor.

In addition, under the penny stock regulations, the broker-dealer is required to:

Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and

Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

OTC Bulletin Board Qualification for Quotation

To have our shares of Common Stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our Common Stock. We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this Prospectus, no filing has been made. Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for FINRA to issue a trading symbol and allow sales of our Common Stock under Rule 144.

Sales of our Common Stock under Rule 144

1,092,246 of our shares held by non-affiliates/non-employees and 300,000 shares held by non-affiliate employees are being registered in this offering, however affiliates will still be subject to the resale restrictions of Rule 144. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. These restrictions do not apply to non-affiliates after a holding period of one year but continue to apply for affiliates regardless of their holding period. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Holders

As of the date of this registration statement, we had approximately 71 shareholders of record of our Common Stock.

Dividends

We have not declared any cash dividends on our Common Stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

Reports to Shareholders

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will file periodic reports, proxy statements, and other information with the Securities and Exchange Commission through April 30, 2009, assuming this registration statement is declared effective before that date. Thereafter, we will continue as a voluntary reporting company and will not be subject to the proxy statement or other information requirements of the 1934 Act. We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million on April 30, 2009. If we subsequently decide to cease filing reports, our securities can no longer be quoted on the OTC Bulletin Board. We will voluntarily send an annual report to shareholders containing audited financial statements.

Where You Can Find Additional Information

We have filed with the Securities and Exchange Commission a registration statement on Form S-1. For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The registration statement and other information filed with the SEC are also available at the web site maintained by the SEC at http://www.sec.gov.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our two most highly compensated executive officers other than our CEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us or our subsidiary for the latest fiscal year ended April 30, 2008.

Name	Title		Year		Salary		Bonus		Stock awards		Option awards		Non equity Incen-tive plan com- pen- sation		Non qualified deferred compensa-tion		All other Compensa-tion		Total
James Clark Beattie		CEO		2008		0		0		0		0		0		0		0		0
Nour Lawand		COO		2008		0		0		0		0		0		0		0		0
Emanuel Pavlopoulos		Asst. to CEO		2008		0		0		0		0		0		0		0		0

Summary Equity Awards Table

The following table sets forth certain information for our executive officers concerning unexercised options, stock that has not vested, and equity incentive plan awards as of April 30, 2008.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END April 30, 2008
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
James Clark Beattie		0		0		0		0		0		0		0		0		0
Nour Lawand		0		0		0		0		0		0		0		0		0
Emanuel Pavlopoulos		0		0		0		0		0		0		0		0		0

Narrative disclosure to summary compensation and option tables

Set forth below are the material terms of each named executive officer's employment agreement or arrangement, whether written or unwritten:

We have entered into employment arrangements with our officers as follows:

Annual Compensation

·	James Clark Beattie	$	125,000
·	Emanuel Pavlopoulos	$	115,000
·	Nour Lawand	$	80,000
·	Dimitrios Ioannidis	$	70,000

UIC Shares

Clark Beattie - 600,000 Shares Common

Nour Lawand - 580,000 Shares Common

Dimitrios Ioannidis - 180,000 Shares Common

Common Provisions in All Written Agreements

These agreements are not effective and salary is not payable until we are a public company and we have secured at least $4,000,000 in capital funding.

Employment is for a term of five years.

Employees’ employment may be terminated at any time, and for any reason, by either party upon not less than 15 days prior written notice to the other party. We have the right to effect such termination at will, with or without Reasonable Cause or Good Reason, as defined in the agreement.

Employees’ agree that during the term of employment and for the period of sixty months immediately following the termination of employment, Employee will not, directly or indirectly, for Employee, or on behalf of others, as an individual on Employee's own account, or as an employee, agent, or representative for any other person, partnership, firm, or corporation compete with our business Globally.

Other Benefits

A car allowance as determined by the Board of Directors. This shall be based on a per need basis, as determined by our Board of Directors.

A Stock Option plan shall be put in place as determined by the Board of Directors. This shall be based on performance, productivity, and new business ventures and development.

At no time during the last fiscal year with respect to any person listed in the Table above was there:

any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;

any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;

any option or equity grant;

any non-equity incentive plan award made to a named executive officer;

any nonqualified deferred compensation plans including nonqualified defined contribution plans; or

any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

Board of Directors

Director Compensation

Name		Year Ended April 30			Fees earned or paid in cash ($)			Stock awards ($)			Option Awards ($)			Non-equity incentive plan compensation ($)			Nonqualified deferred compensation earnings ($)			All other compensation ($)			Total ($)
Emanuel Pavlopoulos, Nour Lawand, Dimitrios Ioannidis			2008			0			0			0			0			0			0			0

Narrative to Director Compensation Table

We have no compensation arrangements (such as fees for retainer, committee service, service as chairman of the board or a committee, and meeting attendance) with directors other than Mr. Pavlopoulos, our Chairman, as described above.

No director other than Mr. Pavlopoulous has a compensation arrangement.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page

Report of Independent Registered Public Accounting Firm		2

Balance Sheet at April 30, 2008		3

Statement of Operations for the period from April 14, 2008 (Inception) to April 30, 2008		4

Statement Changes in Stockholders' Deficit for the period from April 14, 2008 (Inception) to April 30, 2008		5

Statement of Cash Flows for the period from April 14, 2008 (Inception) to April 30, 2008		6

Notes to Financial Statements		7 - 14

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of:

Universal Infotainment Systems Corporation

We have audited the accompanying balance sheet of Universal Infotainment Systems Corporation (a development stage company) as of April 30, 2008 and the related statements of operations, changes in stockholders' deficit, and cash flows for the period from April 14, 2008 (Inception) to April 30, 2008. 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 audit.

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 misstatement. 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Universal Infotainment Systems Corporation as of April 30, 2008 and the results of its operations and its cash flows for the period from April 14, 2008 (Inception) to April 30, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company reported a net loss and cash used in operating activities of $510 in the period from April 14, 2008 (Inception) to April 30, 2008 and as of April 30, 2008 was a development stage company with no revenues or cash. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans as to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ASSETS

Total Current assets	$	-

Intangible assets		1,375

Total assets	$	1,375

LIABILITIES & STOCKHOLDERS' DEFICIT

Current liabilites
Due to officer - related party	$	1,885

Total current liabilities		1,885

Stockholders' deficit
Preferred stock, $.0001 par value; 50,000,000 shares authorized; no shares issued and outstanding		-
Common stock, $.0001 par value; 100,000,000 shares authorized; no shares issued and outstanding		-
Deficit accumulated during the development stage		(510	)

Total stockholders' deficit		(510	)

Total liabilities and stockholders' deficit	$	1,375

Revenues	$	-

Operating expenses
Administrative expenses		510

Net loss	$	(510	)

Basic and diluted net loss per share	$	-

Basic and diluted weighted average common shares outstanding		-

							Deficit
							Accumulated
					Additional		During			Total
	Common Stock				Paid In		Development			Stockholders'
	Shares		Amount		Capital		Stage			Deficit

Balance at April 14, 2008 (Inception)		-	$	-	$	-	$	-		$	-

Net loss		-		-		-		(510	)		(510	)

Balance at April 30, 2008		-	$	-	$	-	$	(510	)	$	(510	)

Cash flows from operating activities:
Net loss	$	(510	)
Adjustment to reconcile net loss to net cash used in operating activities:

Net cash Used in operating activities		(510	)

Cash flows from investing activities:

Net cash used in investing activities		-

Cash flows from financing activities:
Proceeds from officer loans - related party		510

Net cash provided by financing activities		510

Net increase (decrease) in cash		-

Cash, at inception		-

Cash, at end of year	$	-

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	-
Income taxes	$	-

Supplemental schedule of non-cash investing and financing activites:
Officer's payment of intangible costs	$	1,375

	2008
Computed expected tax benefit		(34.0	)%
State income tax		(6.2	)
Change in tax rate apportionment		19.0
Change in valuation allowance		21.2

Income tax benefit		-	%

Deferred Tax Assets:	2008
Organizational start-up costs	$	200
Valuation allowance		(200	)

Net deferred tax assets	$	-

	Page

Balance Sheet at July 31, 2008 (unaudited) and April 30, 2008		2

Statements of Operations for the three months ended July 31, 2008 (unaudited) and from Inception Date April 14, 2008 (Inception) to July 31, 2008 (unaudited)		3

Statement of Changes in Stockholders' Equity (Deficit) for the three months ended July 31, 2008 (unaudited) and from April 14, 2008 (Inception) to July 31, 2008 (unaudited)		4

Statements of Cash Flows for the three months ended July 31, 2008 (unaudited) and from April 14, 2008 (Inception) to July 31, 2008 (unaudited)		5

Condensed Notes to Financial Statements (unaudited)		6-9

	July 31, 2008
	(unaudited)			April 30, 2008
ASSETS
Current assets
Cash	$	125,811		$	-
Prepaid expenses		16,000			-

Total current assets		141,811			-

Property and equipment		2,000			-

Other assets
Deposits		7,231			-
Intangibles		1,375			1,375

Total other assets		8,606			1,375

Total assets	$	152,417		$	1,375

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Due to officer - related party	$	59,953		$	1,885

Total current liabilities		59,953			1,885

Deferred rent		740			-

Total liabilities		60,693			1,885

Stockholders' equity (deficit)
Preferred stock, $.0001 par value; 50,000,000 shares authorized; no shares issued and outstanding at July 31, 2008 and April 30, 2008 respectively		-			-
Common stock, $.0001 par value; 100,000,000 shares authorized; 28,557,246 shares issued and outstanding at July 31, 2008 and no shares issued and outstanding at April 30, 2008		2,856			-
Additional Paid in Capital		124,649			-
Deficit accumulated during the development stage		(35,781	)		(510	)

Total stockholders' equity (deficit)		91,724			(510	)

Total liabilities and stockholders' equity	$	152,417		$	1,375

ITEM	AMOUNT

SEC Registration Fee*	$	46
Legal Fees and Expenses		36,000
Accounting Fees and Expenses*		15,000
Miscellaneous		9,000

Total*	$	60,046

·	James Beattie Shares = 600,000 Valuation = $60.00
·	Nour Lawand Shares = 580,000 Valuation = $58.00
·	Dimitrios Loannidis Shares = 180,000 Valuation = $18.00
·	Ahmed Hammouda Shares = 300,000 Valuation = $30.00
·	Abdulla Al Romaithi Shares = 800,000 Valuation = $80.00
·	Michael Williams Shares = 142,786 Valuation = $562.33

Title		Name		Date		Signature
Principal Executive Officer CEO		James Clark Beattie		12/03/08		/s/ James Clark Beattie

UNIVERSAL INFOTAINMENT SYSTEMS CORP S-1/A