USQ Union Street Acquisition Corp

CUSIP No. 908536105 PAGE 2 OF 9


------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 Polar Securities Inc.
------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [X]
 (b) [ ]
------------------------------------------------------------------------------
(3) SEC USE ONLY
------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
 Canada
------------------------------------------------------------------------------

NUMBER OF (5) SOLE VOTING POWER
 -0-
SHARES ------------------------------------------------------------

BENEFICIALLY (6) SHARED VOTING POWER
 862,470
OWNED BY ------------------------------------------------------------

EACH (7) SOLE DISPOSITIVE POWER
 -0-
REPORTING ------------------------------------------------------------

PERSON WITH (8) SHARED DISPOSITIVE POWER
 862,470
------------------------------------------------------------------------------
 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 862,470
------------------------------------------------------------------------------
 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
------------------------------------------------------------------------------
 (11) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (9)
 5.5%
------------------------------------------------------------------------------
 (12) TYPE OF REPORTING PERSON
 IA
------------------------------------------------------------------------------

CUSIP No. 908536105 PAGE 3 OF 9


------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 North Pole Capital Master Fund
------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [X]
 (b) [ ]
------------------------------------------------------------------------------
(3) SEC USE ONLY
------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
 Cayman Islands
------------------------------------------------------------------------------

NUMBER OF (5) SOLE VOTING POWER
 -0-
SHARES ------------------------------------------------------------

BENEFICIALLY (6) SHARED VOTING POWER
 806,100
OWNED BY ------------------------------------------------------------

EACH (7) SOLE DISPOSITIVE POWER
 -0-
REPORTING ------------------------------------------------------------

PERSON WITH (8) SHARED DISPOSITIVE POWER
 806,100
------------------------------------------------------------------------------
 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 806,100
------------------------------------------------------------------------------
 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
------------------------------------------------------------------------------
 (11) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (9)
 5.2%
------------------------------------------------------------------------------
 (12) TYPE OF REPORTING PERSON
 CO
------------------------------------------------------------------------------

CUSIP No. 908536105 PAGE 4 OF 9

ITEM 1(a). NAME OF ISSUER:

 Union Street Acquisition Corp. (the "Company")

ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 102 South Union Street
 Alexandria, VA 22314



ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL
BUSINESS OFFICE AND CITIZENSHIP:

 This statement is filed by the entities and persons listed below, all
of whom together are referred to herein as the "Reporting Persons":

 (i) North Pole Capital Master Fund ("North Pole"), a Cayman
 Islands exempted company, with respect to the Shares
 (defined in item 2(d) below) reported in this Schedule 13G
 directly owned by it.

 (ii) Polar Securities Inc. ("Polar Securities"), a company
 incorporated under the laws on Ontario, Canada, with respect
 to the Shares reported in this Schedule 13G directly owned
 by North Pole and certain discretionary accounts managed by
 Polar Securities.

The citizenship of each of the Reporting Persons is set forth above.

The address of the principal business office of each of the Reporting Persons is
372 Bay Street, 21st floor, Toronto, Ontario M5H 2W9, Canada.

ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.0001 Par Value
(the "Shares")

ITEM 2(e). CUSIP NUMBER: 908536105

CUSIP No. 908536105 PAGE 5 OF 9


ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
 (a) [ ] Broker or dealer registered under Section 15 of the Act;

 (b) [ ] Bank as defined in Section 3(a)(6) of the Act;

 (c) [ ] Insurance Company as defined in Section 3(a)(19) of
 the Act;

 (d) [ ] Investment Company registered under Section 8 of the
 Investment Company Act of 1940;

 (e) [ ] Investment Adviser registered under Section 203 of the
 Investment Advisers Act of 1940:
 see Rule 13d-1(b)(1)(ii)(E);

 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to
 the provisions of the Employee Retirement Income Security
 Act of 1974 or Endowment Fund;
 see Rule 13d-1(b)(1)(ii)(F);

 (g) [ ] Parent Holding Company, in accordance with
 Rule 13d-1(b)(ii)(G);

 (h) [ ] Savings Associations as defined in Section 3(b) of the
 Federal Deposit Insurance Act;

 (i) [ ] Church Plan that is excluded from the definition of an
 investment company under Section 3(c)(14) of the
 Investment Company Act of 1940;

 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]

CUSIP No. 908536105 PAGE 6 OF 9

ITEM 4. OWNERSHIP.

 Polar Securities Inc. serves as the investment manager to North Pole
and a number of discretionary accounts with respect to which it has voting
and dispositive authority over the Shares reported in this Schedule 13G.

 Each of the Reporting Persons hereby disclaims any beneficial ownership
of any such Shares.

 A. Polar Securities

 (a) Amount beneficially owned: 862,470

 (b) Percent of class: 5.5% (all percentages herein are based on
 15,625,000 Shares reported to be outstanding as of November 1,
 2007 as reflected in the Form 10-Q filed by the Company on
 November 6, 2007).

 (c) Number of shares as to which such person has:

 (i) sole power to vote or to direct the vote: 0 Shares.

 (ii) shared power to vote or to direct the vote: 862,470
Shares.

 (iii) sole power to dispose or to direct the disposition of: 0
Shares.

 (iv) shared power to dispose or to direct the disposition of:
862,470 Shares

 B. North Pole

 (a) Amount beneficially owned: 806,100

 (b) Percent of class: 5.2%

 (c) Number of shares as to which such person has:

 (i) sole power to vote or to direct the vote: 0 Shares.

 (ii) shared power to vote or to direct the vote: 806,100
Shares.

 (iii) sole power to dispose or to direct the disposition of: 0
Shares.

 (iv) shared power to dispose or to direct the disposition of:
806,100 Shares

CUSIP No. 908536105 PAGE 7 OF 9


ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 See Item 4.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
 SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 See Item 4.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

 Not applicable.

ITEM 10. CERTIFICATION (if filing pursuant to Rule 13d-1(c))

 Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and not held in
connection with or as a participant in any transaction having that purpose or
effect.

CUSIP No. 908536105 PAGE 8 OF 9


 SIGNATURES

 After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.


DATED: February 29, 2008 Polar Securities Inc.

 /s/ Paul Sabourin
 -----------------------------------
 Paul Sabourin
 Chief Investment Officer

 North Pole Capital Master Fund
 By: Polar Securities Inc.

 /s/ Paul Sabourin
 -----------------------------------
 Paul Sabourin
 Chief Investment Officer

CUSIP No. 908536105 PAGE 9 OF 9


 EXHIBIT 1
 JOINT ACQUISITION STATEMENT

 PURSUANT TO RULE 13d-1(k)

 The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.

DATED: February 29, 2008 Polar Securities Inc.

 /s/ Paul Sabourin
 -----------------------------------
 Paul Sabourin
 Chief Investment Officer

 North Pole Capital Master Fund
 By: Polar Securities Inc.

 /s/ Paul Sabourin
 -----------------------------------
 Paul Sabourin
 Chief Investment Officer