UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended March 31, 2010

for the quarterly period ended September 30, 2009
o
TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from __________ to __________
 
Commission file number:  333-150768

UNIVERSAL SOLAR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

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

86-756-8682610
(Registrant’s telephone number, including area code)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No ox
 
Indicate by check mark whether the registrant is a large accelerate filer, an accelerate filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer oAccelerated filer o
Non-accelerated filer oSmaller reportingx
 Non-accelerated filer o
Smaller reporting
company
x 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock $0.0001 par value per share, as of November 4, 2009March 31, 2010 was 22,574,97422,599,974 shares.

 
 
 

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 1
   
Item 1. Financial Statements 1
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 119
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk 1412
   
Item 4T. Controls and Procedures 1412
   
PART II - OTHER INFORMATION 13
   
Item 1. Legal Proceedings 1513
   
Item 1A. Risk Factors 1513
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 1513
   
Item 3. Defaults Upon Senior Securities 1513
   
Item 4. Submission of Matters to a Vote of Security HoldersOther Information 1513
   
Item 5. Other Information15
Item 6. Exhibits 1513
   
SIGNATURES 1614
 
Except as otherwise required by the context, all references in this report to "we", "us”, "our", “Universal Solar Technology” or "Company" refer to the consolidated operations of Universal Solar Technology, Inc., and its wholly owned subsidiaries.

 
 
 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

  September 30, 2009  December 31, 2008 
  (Unaudited)  (Audited) 
  
ASSETS 
CURRENT ASSETS:      
       
Cash $1,477,053  $259,025 
Prepaid expenses and other current assets  14,016   26,666 
TOTAL CURRENT ASSETS  1,491,069   285,691 
         
Deposits for future deliveries of equipment  791,113   - 
Land use right, net of accumulated amortization of $8,809 and $0, respectively
  414,034   423,420 
Property and equipment, net of accumulated depreciation of $1,121 and $0, respectively  739,105   - 
         
TOTAL ASSETS $3,435,321  $709,111 
         
LIABILITIES AND STOCKHOLDERS' DEFICIENCY 
         
CURRENT LIABILITIES:        
         
Accounts payable and accrued expenses $68,390  $42,450 
Due to related parties-current portion  3,632,302   749,298 
TOTAL CURRENT LIABILITIES  3,700,692   791,748 
         
Due to related parties- non-current portion  22,485   22,485 
         
TOTAL LIABILITIES  3,723,177   814,233 
         
STOCKHOLDERS' DEFICIENCY:        
Preferred stock, $0.0001 par value,        
10,000,000 shares authorized,        
0 shares issued and outstanding  -   - 
Common stock, $0.0001 par value,        
90,000,000 shares authorized,        
22,574,974 shares issued and outstanding  2,257   2,257 
Additional paid-in capital  493,092   416,273 
Accumulated deficit  (792,390)  (503,904)
Accumulated other comprehensive income (loss)  9,185   (19,748)
TOTAL STOCKHOLDERS' DEFICIENCY  (287,856)  (105,122)
         
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $3,435,321  $709,111 

See notes to  consolidated financial statements.

1

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
(Unaudited)

  Three Months  Three Months  Nine Months  Nine Months 
  ended  ended  ended  ended 
  
September 30,
2009
  
September
30, 2008
  
September
30, 2009
  
September
30, 2008
 
             
SALES $31,609  $-  $691,660  $- 
                 
COSTS AND EXPENSES:                
Cost of goods sold  29,989   -   619,449   - 
Selling, general and administrative expenses  120,418   157,863   282,615   361,940 
TOTAL COSTS AND EXPENSES  150,407   157,863   902,064   361,940 
                 
LOSS FROM OPERATIONS  (118,798)  (157,863)  (210,404)  (361,940)
                 
Interest expense-net  (55,869)  (7,244)  (75,674)  (13,244)
Gain (loss) on foreign currency transactions  11   -   (2,408)  - 
                 
NET LOSS  (174,656)  (165,107)  (288,486)  (375,184)
                 
OTHER COMPREHENSIVE INCOME (LOSS):                
Foreign currency translation adjustment  45   8,221   28,934   13,923 
                 
COMPREHENSIVE LOSS $(174,611) $(156,886) $(259,552) $(361,261)
                 
Loss per common share -basic and diluted $(0.01) $(0.01) $(0.01) $(0.02)
                 
Weighted average number of shares outstanding                
-basic and diluted  22,574,974   20,962,408   22,574,974   20,659,672 
  March 31, 2010  December 31, 2009 
  (Unaudited)  (Audited) 
ASSETS      
CURRENT ASSETS:      
 Cash $1,068,206  $1,115,047 
 Prepaid expenses and other current assets  573,740   319,123 
Inventories  68,169   42,956 
TOTAL CURRENT ASSETS  1,710,115   1,477,126 
Deposits for future deliveries of property and equipment  533,423   312,362 
Land use right, net of accumulated amortization of $13,537 and $11,452, respectively  409,306   411,391 
Property and equipment, net of accumulated depreciation of $6,771 and $3,446, respectively  3,881,186   3,294,946 
TOTAL ASSETS $6,534,030  $5,495,825 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY        
CURRENT LIABILITIES:        
Accounts payable and accrued expenses $254,128  $154,813 
  Due to related parties-current portion  3,189   5,675,528 
TOTAL CURRENT LIABILITIES  257,317   5,830,341 
Due to related parties- non-current portion  6,822,231   22,485 
TOTAL LIABILITIES  7,079,548   5,852,826 
STOCKHOLDERS' DEFICIENCY:        
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding  -   - 
Common stock, $0.0001 par value, 90,000,000 shares authorized, issued and outstanding 22,599,974 shares and 22,599,974 shares, respectively  2,260   2,260 
Additional paid-in capital  598,154   553,826 
Accumulated deficit  (1,174,108)  (925,466)
Accumulated other comprehensive income (loss)  28,176   12,379 
TOTAL STOCKHOLDERS' DEFICIENCY  (545,518)  (357,001)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $6,534,030  $5,495,825 

See notes to consolidated financial statements.

 
2
 

UNIVERSAL SOLAR TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND SUBSIDIARIES
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'  DEFICIENCY
COMPREHENSIVE INCOME (LOSS) (Unaudited)

  COMMON  ADDITIONAL     OTHER    
  STOCK  PAID-IN  ACCUMULATED  COMPREHENSIVE    
  SHARES  AMOUNT  CAPITAL  DEFICIT  INCOME  TOTAL 
                   
BALANCE - DECEMBER 31, 2008  22,574,974  $2,257  $416,273  $(503,904) $(19,748) $(105,122)
                         
Imputed interest on loans from related parties  -   -   76,819   -   -   76,819 
                         
Foreign currency translation adjustment  -   -   -   -   28,933   28,933 
                         
Net loss  -   -   -   (288,486)  -   (288,486)
                         
BALANCE - September 30, 2009  22,574,974  $2,257  $493,092  $(792,390) $9,185  $(287,856)
  Three Months Ended  Three Months Ended 
  March 31, 2010  March 31, 2009 
SALES $-  $659,948 
COSTS AND EXPENSES:        
Cost of sales  -   589,368 
Selling, general and administrative expenses  161,488   83,469 
TOTAL COSTS AND EXPENSES  161,488   672,837 
LOSS FROM OPERATIONS  (161,488)  (12,889)
Interest expense  (85,309)  (8,239)
Dividend and interest income  196   - 
Gain (loss) on foreign currency transactions  (2,041)  (254)
NET LOSS  (248,642)  (21,382)
OTHER COMPREHENSIVE INCOME (LOSS):        
Foreign currency translation adjustment  15,797   28,451 
COMPREHENSIVE LOSS $(232,845) $ 7,069 
Loss per common share -basic and diluted $(0.01) $ (0.00)
Weighted average number of shares outstanding -basic and diluted  22,599,974   22,574,974 

See notes to consolidated financial statements.

 
3
 

UNIVERSAL SOLAR TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 Nine Months  Nine Months 
 Ended  Ended  Three Months Ended  Three Months Ended 
 September 30, 2009  September 30, 2008  March 31, 2010  March 31, 2009 
OPERATING ACTIVITIES:            
Net loss $(288,486) $(375,184) $(248,642) $(21,382)
Adjustments to reconcile net loss to net        
cash used in operating activities:        
Adjustments to reconcile net loss to net cash used in operating activities:        
Imputed interest on loans from related parties 76,819  13,244   44,328   8,735 
Stock issued for services -  9,424 
Depreciation of property and equipment 1,121  -   3,325   - 
Amortization of land use right 8,809  -   2,085   3,524 
Changes in operating assets and liabilities:                
Accounts receivable  -   (390,249)
Prepaid expenses and other current assets 12,650  (4,998)  (254,617)  10,844 
Inventory  (25,213)  - 
Accounts payable and accrued expenses  25,940   (11,594)  99,315   (21,344)
NET CASH USED IN OPERATING ACTIVITIES  (163,147)  (369,108)  (379,419)  (409,872)
        
INVESTING ACTIVITIES:                
Deposits for future deliveries of equipment (791,113) -   (221,061)  (79,110)
Property and equipment additions  (740,226)  - 
Acquisition of property and equipment  (589,565)  (4,178)
NET CASH USED IN INVESTING ACTIVITIES  (1,531,339)  -   (810,626)  (83,288)
        
FINANCING ACTIVITIES:                
Sale of common stock -  3,000 
Loans from related parties  2,883,004   416,818   1,127,407   374,252 
NET CASH PROVIDED BY FINANCING ACTIVITIES  2,883,004   419,818   1,127,407   374,252 
        
EFFECT OF EXCHANGE RATE CHANGES ON CASH  29,510   13,923   15,797   29,028 
        
INCREASE IN CASH 1,218,028  64,633   (46,841)  (89,880)
        
CASH - BEGINNING OF PERIOD  259,025   91,184   1,115,047   259,025 
        
CASH - END OF PERIOD $1,477,053  $155,817  $1,068,206  $169,145 
        
Supplemental disclosures of cash flow information:                
        
Interest paid $-  $-  $-  $- 
        
Income taxes paid $-  $-  $-  $- 

See notes to consolidated financial statements.

 
4
 

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)1. COMPANY OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES

1. INTERIM FINANCIAL STATEMENTS1.1 Business Description

Universal Solar Technology, Inc. (the “Company”) is a Nevada corporation in the development stage. It is engaged in the manufacture and distribution of Silicon ingots, wafers, solar cells, modules, and other PV application products.

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

On May 9th, 2008, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission (SEC), and raised capital of $300,000 from a self-underwritten offering of 2,000,000 shares of our common stock.

1.2 Unaudited Interim Financial Statements

The unaudited financial statements, as of September 30, 2009 and for the three and nine months ended September 30,March 31, 2010 and 2009, and 2008 have been prepared in accordance with accounting principles generally acceptedGenerally Accepted Accounting Principles in the United States for interim financial information and with instructions to Form 10-Q. 

In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements, and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2009March 31, 2010 and the results of operations and cash flows for the periods ended September 30, 2009March 31, 2010 and 2008. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited.2009. The results for the three and nine months ended September 30, 2009March 31, 2010 is not necessarily indicative of the results to be expected for any subsequent quarter orof the entire year ending December 31, 2009.  The balance sheet at December 31, 2008 has been derived from the audited financial statements at that date.2010.

5

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 20082009 as included in our report on Form 10-K.

2. BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES1.3 Currency Translation

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

Basis of presentation
The consolidated financial statements include the accounts of the Company and all of its subsidiaries.  All significant inter-company accounts and transactions have been eliminated. These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.
Currency translation
The reporting currency of the Company is the United States dollar.U.S. dollars (USD). The functional currency of Kuong UKUST is the Hong Kong dollar.dollars (HKD). The functional currency of NUST is the Chinese Yuan (”RMB”)Renminbi (RMB). Revenue and expense accounts of our two subsidiaries areThe subsidiaries’ functional currencies have been translated into United States dollarsUSD for reporting purpose.

Income statement items were converted at the average exchange rates during the period, and balancethree month period. Balance sheet items are translatedwere converted at year-end rates.  Translation adjustments arising from the use of differingperiod-end exchange rates, from period to period are included as a separate component of shareholders’ equity.except for equity accounts which were calculated at the historical rates. Gains and losses from foreign currency transactions arewere recognized in current operations.

5

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)on an actual basis.

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

1.4 Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions. These estimates and assumptions could affect the application of accounting policies, the disclosures of contingent assets and liabilities, and reported amounts of revenues and expenses.

Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate adjustments to estimates are made as management becomes aware of changes in circumstances surrounding the estimates.

1.5 Comprehensive income (loss)Income (Loss)

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

Going concern1.6 New Accounting Pronouncements
The financial statements have been prepared on a "going concern" basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At September 30,
In August 2009, the Company had negative working capitalFASB updated the accounting standards to provide additional guidance on estimating the fair value of $2,209,623 and a stockholders’ deficiencyliability in a hypothetical transaction where the liability is transferred to a market participant. The standard is effective for the first reporting period, including interim periods, beginning after issuance. The adoption of $287,856. Further, the Company has incurred net losses of $792,390 since inception. These factors raise substantial doubt as tothis standard did not have a material effect on the Company’s ability to continue as a going concern. The Company plans to improve itsconsolidated results of operations and financial condition by raising capital in a private placement of its securities. However, there is no assurance that the Company will be successful in accomplishing this objective. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

New accounting pronouncements
In June 2009, FASB established Accounting Standards Codification TM (“ASC”) as the single source of authoritative accounting principles recognized by the FASB in the preparation of financial statements in conformity with the GAAP. The Codification will supersedesupersedes Codification supersedes all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. The Codification iswas effective for financial statements issued for interim and annual periods ending after September 15, 2009. WeThe company adopted the new guidance for the quarter ended September 30, 2009, which changed the way we reference accounting standards in our disclosures.2009. Adoption of the Codification isdid not expected to have a materialany impact on the Company’s results of operations or financial position.

 
6

In May 2009, FASB issued new guidance establishing general standards of accounting for disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued, or subsequent events. An entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. Adoption of this standard doesdid not have a material impact on the Company’s results of operations or financial position.

62. GOING CONCERN


UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)The financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has incurred an operating loss since inception and its cash resources are insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company's ability to continue as a going concern.

3. LAND USE RIGHT

On December 1, 2008, NUST acquired the right to use a parcel of land approximating  71,280 square meters for forty (40) years for its office and production facilities from the local government in the PRC.  The cost of RMB 2,886,300 ($422,843 translated at the September 30, 2009 exchange rate) is being amortized using the straight line method over the 40 year term of the contract.

4. PROPERTY AND EQUIPMENT

As September 30, 2009, property and equipment, net, consist of:

Building construction in progress $439,330 
Production equipment  263,700 
Office equipment  6,060 
Automobile  31,136 
Total  740,226 
Less accumulated depreciation  1,121 
Property and equipment- net $739,105 

5. DUE TO RELATED PARTIES

Due to related parties consists of:
 September 30,  December 31,  March 31,  December 31, 
 2009  2008  2010  2009 
Due to Company’s chairman and chief executive officer, non-interest bearing, due on demand (interest imputed at 5%) $1,635,059  $698,836 
Due to Company’s chairman and chief executive officer, non-interest bearing, no repayment terms (interest imputed at 5%) (See note 6) $3,006,364  $2,185,219 
                
Due to Zhuhai Yuemao Laser Facility Engineering Co., Ltd. (“ Yuemao Laser”) , a PRC company controlled by the Company’s chairman and chief executive officer, non-interest bearing, due on demand (interest imputed at 5%)  1,997,243   50,462 
Due to Zhuhai Yuemao Laser Facility Engineering Co., Ltd. (“Yuemao Laser”), non interest bearing, no repayment terms (interest imputed at 5%) (See note 6)  246,431   238,009 
                
Due to Company’s chairman and chief executive officer pursuant to loan agreement dated November 2, 2008, interest at 5%, due November 1, 2013  22,485   22,485 
Loan payable to Yuemao Technology Ltd. (“Yuemao Technology”) (See notes 6)  3,256,740   3,252,300 
        
Due to Yuemao Technology, non interest bearing, no repayment terms (interest imputed at 5%)  293,400   - 
        
Due to Company’s chairman and chief executive officer pursuant to loan agreement dated November 2, 2008, interest at 5%, due November 1, 2013 (interest due or principal)  22,485   22,485 
                
Total  3,654,787   771,783   6,825,420   5,698,013 
                
Current portion  (3,632,302)  (749,298)  (3,189)  (5,675,528)
                
Non-current portion $22,485  $22,485  $6,822,231  $22,485 

Both Yuemao Laser and Yuemao Technology are PRC companies and controlled by our Company’s Chairman, Wensheng Chen.

 
7
 

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)

6. RELATED PARTY TRANSACTIONS

In the nine months ended September 30, 2009, Kuong U purchased solar PV modules from Yuemao Laser at a total cost of $619,449 and sold the modules to two customers for total sales of $691,660 ($638,961 to one customer, $52,699 to the other customer.)
Kuong U rents its executive office space from the Company’s chairman and chief executive officer under a four-year contract, from May 1, 2007 to April 30, 2011. In the first two years, May 1, 2007 to April 30, 2009, monthly rent is HKD 10,000 (approximately $1,290 translated at the September 30, 2009 exchange rate). In the second two years, May 1, 2009 to April 30, 2011, monthly rent is HKD 12,000 (approximately $1,548 translated at the September 30, 2009 exchange rate). Rent expense for the nine months ended September 30, 2009 and 2008 was $12,900 and $11,610, respectively.

7.4. MAJOR CUSTOMER

In the nine months ended September 30, 2009, one customer locatedThe Company has two major customers in India, Kotak Urja Private Limited, and Suman Lakshmi Enterprises. The sales to Kotak Urja Private Limited accounted for approximately 92%97% of sales.total revenue in 2009. Under the terms of these sales,the purchase agreements, the Company is obligated to replace nonworking modules for a period of one year from the date of deliveries. Up to the expiration date of the warranty, there is no request for replacement.

8.5. INCOME TAXES

The Company has not recorded a provision for United States federal income tax for the periodperiods presented due to its consecutive net loss since it incurred net losses in such periods.the inception of business.

The Company’s Chinese subsidiaries are governed by the Income Tax Law of the People’s Republic of China concerning private enterprises, which are generally subject to tax at a statutory rate of 25% on taxable income.

As of September 30, 2009,March 31, 2010, the Company had approximately $105,000$128,000 and $575,000$585,000 of net operating loss carryforwardcarry forwards for income tax purposes in the United States and China, respectively.

Based on management's present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of  the net operating loss carryforward as of  September 30, 2009 will be realized. Accordingly, theThe Company has provided a 100% allowance against the deferred tax asset in the financial statements at September 30, 2009. The CompanyMarch 31, 2010 and the management will continue to review this valuation allowance and make adjustments as appropriate.

9. COMMITMENTS AND CONTINGENCIES6. SUBSEQUENT EVENTS

Prototype Product Development Agreement
On April 16, 2010, the Board of Directors accepted the resignation of Ms. Ling Chen as the Company’s CFO and at the same time appointed Ms. Lijie Zhu as the Company’s CFO to replace Ms. Chen.

On April 29, 2008, Kuong U entered into anMay 5, 2010, NUST amended the previous oral loan agreement with Yuemao Technology (see Note 3), and formed a Line of Credit Agreement. By March 31, 2010, NUST has received the total cash amount of RMB 24,200,000. NUST may continue to borrow from Yuemao Technology with a nominal interest as 1percent per annum. NUST promises to pay the principal and the interest balance by 12/1/2013.

On May 5, 2010, KUST amended the previous oral loan agreement with Yuemao Laser wherebyCorporation, and formed a Line of Credit Agreement. By March 31, 2010, KUST has received the total cash amount of HKD 1,891,373. KUST may continue to borrow from Yuemao Laser is to develop certain prototype solar energy products for Kuong U. Under the agreement, Kuong U is obligatedwith a nominal interest as 1percent per annum. KUST promises to pay the principal and the interest balance by 12/1/2013.

On May 5, 2010, KUST amended the previous oral loan agreement with the CEO Wensheng Chen, and formed a royalty fee quarterlyLine of Credit Agreement. By March 31, 2010, KUST has received the total cash amount of HKD 23,338,485.13 and USD 22,485.  KUST may continue to Yuemao Laser equalborrow from Wensheng Chen with a nominal interest as 1percent per annum. KUST promises to 1% of Kuong U’s sales frompay the prototype products.principal and the interest balance by 12/1/2013.

 
8
 

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)

Property and Equipment Agreements

As of September 30, 2009, NUST has contracted to acquire certain undelivered production equipment costing a total of approximately 18,191,300 RMB ($2,665,025 translated at the September 30, 2009 exchange rate). The agreements provide for NUST’s payment of certain deposits prior to the delivery of the equipment. As of September 30, 2009, a total of 5,400,090 RMB ($791,113 translated at the September 30, 2009 exchange rate) has been paid to the vendors as deposits.

On May 21, 2009, NUST executed an agreement with a contractor to construct a building for its planned production facilities. The agreement provides for a total contract price of 5,300,000 RMB ($776,450 translated as the September 30, 2009 exchange rate). As of September 30, 2009, 1,698,000 RMB ($ 248,757) of the contract has been paid by NUST.

Vulnerability due to Operations in PRC

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

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

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

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

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

9

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)

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

10. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through  the filing date of this Form 10-Q and has determined that there were no subsequent events to recognize or disclose in these financial statements.

10

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

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q.

OverviewDISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS

Universal Solar Technology, Inc. was incorporatedThis document contains certain forward-looking statements, which are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Terms such as “anticipate”, “may”, “will”, “should”, “believe”, “estimate”, “expect”, “intend”, “plan”, predict”, “project”, “target”, “will likely result”, “will continue” and similar expressions are intended to identify forward-looking statement and based upon our expectations at the time they made. The forward-looking statements are not guarantee for future performance and actual results may differ from those indicated or implied in the Stateforward-looking statements due to a various factors including, but not limited to changes to our assumptions, risks and uncertainties involved, many of Nevada on July 24, 2007. It operates through its wholly owned subsidiary, Kuong U Science & Technology (Group) Ltd. (“Kuong U”), a company incorporatedwhich are beyond our control. We discuss risks and uncertainties in Macau, Special Administrative Region of the People's Republic of China (Macau SARC) on May 10, 2007.great details under item IA “Risk Factors” below.

We are focusingThe company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on becoming a vertically integrated designer, manufacturer,related subjects in our subsequent annual and distributorperiodic reports filed with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K.

The following discussion and analysis of silicon ingots, wafersour financial condition and high efficiency solar PV products. Currently we market high efficiency solar PV modulesresults of operations should be read in conjunction with the financial statements and sloar lighting systems while outsourcing the current production of these products to a related third party. We are developing our own vertically integrated manufacturing center based in Nanyang which is located in Henan Province in China. The manufacturing center is being built to allow for rapid integration and scalability across each production phase. The production departments will consist of silicon ingot production lines, silicon wafer production lines, PV modules and system production lines, and solar lighting assembly lines. The production departments are scheduled to be completed in phases. We expect all of the departments to be completed and operational by April 2010. As each production area completes testingaccompanying notes and the initial launch of production, additional manufacturing lines, equipment and staffing will be added over time. We believe this vertically integrated manufacturing center, when completed, will enable us to compete aggressively with our competitors while avoiding potential disruptions to business and operations due to supply issues.

Limited Operating History; Need For Additional Capital

There is no historicalother financial information about us upon which to base an evaluation of our performance. We cannot guarantee that we will be successfulappearing in our business operations. Our businessPart I, Item 1 and elsewhere in this report. The Company’s fiscal year end is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

To become profitable, we have to sell our products and generate revenue. In addition, because our new WFOE manufacturing setup in China will require additional investment, we are seeking both equity and debt financing to provide the capital required to implement our business plan in China.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations into China. Equity financing could result in additional dilution to existing shareholders.December 31.
 
RESULTS OF OPERATIONS

ComparisonThe company’s focus during 2010 has been on completing the development of Three Months Ended Septemberits Nanyang factory. With the newly finished manufacture, the annual production capacity can reach to 38MW silicon ingots, 7MW solar wafers, and 30 2009 to September 30, 2008MW solar PV modules by the end of third quarter of 2010.

Revenue.Revenue Recognition

Affected by the significant price decrease for solar products, it was not cost effective for the Company to sell products manufactured by a related party as it has done in the past. As a result, there were no revenues recognized during the first quarter of 2010 compared to $659,948 for the three months ended March 31, 2009, generated from our major two customers of solar PV modules manufactured by a related party. Instead, the Company has focused its efforts on completing the construction of its manufacturing facilities in order to become more vertically integrated. As a vertically integrated company, we will be able to increase the profit margin of our products and sell our products at lower prices.

Cost of Sales

The cost of sales for the three months ended March 31, 2010 was zero, as we had no sales, comparing to $589,368 for the three months ended March 31, 2009. The cost of sales in the amount of $589,368, mainly including raw material, was contributed to the revenue generated by KUST last year.

Gross Profit

Gross profit is affected by numerous factors, including our average selling prices, foreign exchange rates, our manufacturing costs and the effective utilization of our production facilities. Our gross profit for the three months ended March 31, 2010 was zero, compared to $70,580 for the three months of 2009 because we had no sales for reasons discussed above.

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Selling, General and Administrative

Selling, general and administrative expense consists primarily of salaries and other personnel-related costs, professional fees, advertisement, and other selling expenses. It was $161,488 for the three months ended March 31, 2010, compared to $83,469 for the three months ended March 31, 2009. The increase was mainly associated with the expenses related to consulting, legal and audit fees in relation to our registration of our common stock with the SEC. We generatedexpect these expenses to increase further in the near future, both in absolute dollars and as a $31,609percentage of net sales, in order to support the completion of manufacturing construction, installation of equipment, improvement of our information processes and systems, compliance and other infrastructure required for a public company.

Interest Expense

Interest expense was $85,309 for the three months ended March 31, 2010, compared to $8,239 for the three months ended March 31, 2009. The majority of the $85,309 interest expense was attributable to the imputed interest expense on the loans from related parties.

Net Loss

Net loss for the first quarter was $248,642 compared to $21,382 for the first quarter of 2009 as a combination result of the absence of revenue, and increased administration and personal expenses. The number of employees has increase from 4 to 54 at the end of the first quarter of 2010.

Foreign Currency Gain (Loss)

Foreign currency gain (loss) consists of gains and losses resulting from holding assets and liabilities and conducting transactions denominated in currencies other than our functional currencies. During the three months ended March 31, 2010, we recognized a foreign currency translation gain of $15,797, compared to $28,451 for the three months ended March 31, 2009.

LIQUIDITY AND CAPITAL RESOURCES

Our operation is primarily funded through paid-in capital and short term and long term loans from the related parties. As of March 31, 2010, we had $1,068,206 in cash, cash equivalents and marketable securities, compared with $169,145 ended March 31, 2009. We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, operating results and cash flows.

Operating Activities

For the three months ended March 31, 2010, cash used in operating activities was $379,419 compared with $409,872 used during the three months ended September 30,March 31, 2009. We did not generate any revenueThis was primarily attributable to cash used in prepaid expenses, other current assets and inventory. Offset to the increase was an increase in imputed interest on loans from related parties of $44,328 and net increase in accounts payable and accrued expenses of $99,315.

Investment Activities

For the three months ended March 31, 2010, cash used in investment activities was $810,626 compared to $83,288 for the three months ended September 30, 2008. BecauseMarch 31, 2009. The increase is primarily related to cash paid as deposits for future deliveries of equipment and acquisition of property and equipment as a result of a series equipment purchases for supporting business establishment and future growth.

Financial Activities

Financial activities provided net cash inflow of $1,127,407 during first three months of 2010 as compared to $374,252 for the same period 2009. As of March 31, 2010, the total proceeds from related parties amounted to $6,825,420 or net of $1,127,407 during the period.

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Off-Balance Sheet Arrangements

As of March 31, 2010, we have not entered any financial guarantees or other commitments to guarantee the payment obligations of any other parties. We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our Nanyang manufacturing facilitiesfinancial condition, operating results and cash flows.

The recent and unprecedented disruption in the credit markets has had a significant impact on a number of financial activities. Additional financing is desirable within the next 9 months in order to meet our current and projected cash flow deficits from business operations and future development.

As of March 31, 2010, our liquidity and capital resources have not been completed yet,materially adversely impacted and we have minimized marketing efforts. We made outsource sales to two customersbelieve that they will not be materially adversely impacted in the first quarter 2009, but none in the second quarter. In the third quarter of 2009, we made outsource sales to one of the first quarter’s two customers.near future.

 
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Cost of Sales. Our cost of sales were $29,989 for the quarter ended September 30, 2009 compared to $0 for the quarter ended September 30, 2008.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $37,445 or 23.7% to $120,418 for the quarter ended September 30, 2009 from $157,863 for the same period in 2008. The decrease was mainly due to lower professional fees in 2009. The higher professional fees in 2008 were associated with our registration statement on From S-1 filed on May 9, 2008 which was declared effective on June 30, 2008.

Net Loss. Net loss increased by $9,549 or 5.8% from $165,107 for the quarter ended September 30, 2008 to $174,656 for the same period in 2009. The increase in net loss is mainly due to-the increase in imputed interest expenses resulting from higher loan balances.-

Comparison of Nine Months Ended September 30, 2009 to September 30, 2008

Revenue. Our revenue for the nine months ended September 30, 2009 was $691,660 compared to $0 for the nine months ended September 30, 2008. The increase was due to limited sales of products manufactured by a related party during the first and the third quarter in 2009.

Cost of Sales. Our cost of sales increased from $0 for the nine months ended September 30, 2008 to $619,449 for the nine months ended September 30, 2009. The increase was mainly due to expenses associated with the limited sales of products manufactured by a related party during the first quarter and  the third quarter in 2009.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $79,325 or 21.9% from $361,940 for the nine months period ended September 30, 2008 to $282,615. This decrease was mainly due to the decrease of professional fees discussed above.

Net Loss.  Net loss decreased by $86,698 or 23.1% from $375,184 for the nine months ended September 30, 2008 as compared to $288,486 for the nine months ended September 30, 2009. This decrease was mainly due to the decrease of selling, general and administrative expenses during the nine months ended September 30, 2009 and the limited revenue generated form the sales of products manufactured by a related party during the nine months ended September 30, 2009.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2009, we had total assets of $3,435,321 and total liabilities of $3,723,177 and we had cash of $1,477,053.

Net cash used in operating activities for the nine months ended September 30, 2009 was $163,147 which is a decrease of $205,961 from net cash used in operating activities of $369,108 for the same period in 2008.  The reason for the $205,961 improvement was primarily to the $86,698 reduced net loss and certain adjustments to reconcile net loss to net cash used.

Net cash used in investing activities for the nine months ended September 30, 2009 was $1,531,339, an increase from $0 for the same period in 2008. This increase was due to deposits for future deliveries of equipment and acquisition of property and equipment.

Net cash provided by financing activities for the nine months ended September 30, 2009 was $2,883,004, compared to $419,818 from the same period in 2008. This increase was due to an increase in loans from related parties.
We are actively seeking additional external funding, but to date we have not consummated any financing transactions other than our public offering and transactions with related parties.

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

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CRITICAL ACCOUNTING POLICIES

Basis of presentation

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

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

Property and equipment
Property and equipment are recorded at cost.  Depreciation is provided in amounts sufficient to amortize the cost of the related assets over their useful lives using the straight line method for financial reporting purposes.
Nanyang UST obtained the right to use a parcel of land for its office and production facilities.  Pursuant to the contract from the local government of the PRC, the contract expires in 2048.  This land use right was recorded at cost and is being amortized over the life of the lease.
Maintenance, repairs and minor renewals are charged to expense when incurred.  Replacements and major renewals are capitalized.

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

Research and development costs

Research and development costs are charged to expenses as incurred.

Deferred income taxes

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

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

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

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Comprehensive income (loss)

Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by shareholders and distributions to shareholders.  Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income (loss) are required to be reported in a financial statement that is presented with the same prominence as other financial statements.  Comprehensive income includes net income (loss) and the foreign currency translation adjustment, net of tax.
Item 3.  Quantitative and Qualitative Disclosures Aboutabout Market Risk

Not required.The Company is exposed to market risks, such as foreign currency risk and commodity price risk.
 
Item 4T. Evaluation of Disclosure Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

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

CEO AND CFO CERTIFICATIONS

We have attached as exhibits to this Quarterly Report on Form 10-Q the certification of our Chief Executive Officer and Chief Financial Officer which are required in accordance with the Exchange Act. We recommend that this Item 4 be read in conjunction with those certifications for a more complete understanding of the subject matter presented.

LIMITATION ON THE EFFECTIVENESS OF CONTROLS

The inherent limitations of the control systems, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives are being met. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Control systems can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 
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PART II - OTHER INFORMATION
Item 1.    Legal Proceedings.Proceedings
 
None.As of this quarter reported ended March 31, 2010, there is no pending litigation made against Universal Solar Technology, Inc. In the ordinary conduct of our business, we are subject to periodic lawsuits, investigations and claims, including, but not limited to, routine employment matters.

Item 1A.    Risk Factors.Factors

As of the date of this filing, thereThere have been no material changes from the risk factors as previously disclosed in the Company’s Annual Reportour annual report on Form 10-K filed on April 10, 2009. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially affect our operations. The risks, uncertainties and other factors set forth in our Annual Report on Form 10-K may cause our actual results, performances and achievements to be materially different from those expressed or implied by our forward-looking statements. If any of these risks or events occurs, our business, financial condition or results of operations may be adversely affected.March 31, 2010.

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

None.For a description of the unregistered sales of equity securities and use of proceeds, refer to our Annual Report on Form 10-K for the year ended December 31, 2009 filed with Securities and Exchange Commission. No advertising and general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors and executive officers of our company. All of our shareholders are provide with access to our Securities and Exchange Commission filings.

Item 3.    Defaults Uponupon Senior Securities.Securities
 
None.
 
Item 4.   Submission of Matters to a Vote of Security Holders.
None.
Item 5.4.   Other Information.Information
 
None.
 
Item 6.   Exhibits.5.   Exhibits
 
Exhibit No.  Title of Document
   
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
   
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended
   
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive Officer)
   
32.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Financial Officer)

 
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SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
 
 Universal Solar Technology, Inc.
   
Date: November 13, 2009May 17, 2010By:/s/ Wensheng Chen
  Wensheng Chen
  Chief Executive Officer
   
 By:/s/ Ling ChenLijie Zhu
  
Ling ChenLijie Zhu
Chief Financial Officer
(Principal Financial and Accounting Officer)

 
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