CLASSWORX INC - FORM 10-Q - November 20, 2012

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EX-32.1 - CLASSWORX INC	q1100809_ex32-1.htm
EX-31.1 - CLASSWORX INC	q1100809_ex31-1.htm
EX-31.2 - CLASSWORX INC	q1100809_ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

o	TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission file number 333-177209

UNIVERSAL TECH CORP.

(Name of Registrant as specified in its charter)

Delaware		45-2400399
(State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)

777 South Flagler Drive

Suite 800 - West Tower

West Palm Beach, FL 33401

(Address of principal executive office)

Phone number: (561) 515-6161

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x 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 x No 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. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

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

As of November 19, 2012, 2,400,000 shares of Common Stock, par value $0.0001 per share, were issued and outstanding.

RELIANCE ON SECURITIES EXCHANGE COMMISSION EXEMPTIVE ORDER

PURSUANT TO SECTIONS 17A and 36 of the SECURITIES AND EXCHANGE ACT OF 1934

(SEC Release No. 68224 dated November 14, 2012)

The registrant is filing this Quarterly Report on Form 10-Q, for the period ended September 30, 2012, in reliance on the Securities Exchange Commission’s Exemptive Order, issued pursuant to Sections 17A and 36 of the Securities and Exchange Act of 1934 and contained in SEC Release No. 68224 dated November 14, 2012. The registrant was unable to meet the original filing deadline for the above-referenced report as a result of Hurricane Sandy and its aftermath due primarily to slowdowns in the processing and confirmation of XBRL tagging and accuracy.

Table of Contents

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1 - F-9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5
Item 4	Controls and Procedures	5

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Mine Safety Disclosures	6
Item 5.	Other Information	6
Item 6.	Exhibits	6

Signatures		7

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012


Financial Statements

Balance Sheets as of September 30, 2012 and December 31, 2011	F-2

Statements of Operations for the Three and Nine Months Ended September 30, 2012 and 2011, and Cumulative from Inception	F-3

Statement of Stockholders’ Equity for the Period from Inception through September 30, 2012	F-4

Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011, and Cumulative from Inception	F-5

Notes to Unaudited Financial Statements	F-6

F-1

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011

ASSETS
	As of			As of
	September 30,			December 31,
	2012			2011
	(Unaudited)			(Audited)
Current Assets:
Cash and cash equivalents	$	2,469		$	43,722
Advances to suppliers		18			-
Deferred offering costs		-			19,500
Total current assets		2,487			63,222

Total Assets	$	2,487		$	63,222

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts payable and accrued expenses	$	21,021		$	33,413

Total Current Liabilities		21,021			33,413

Commitments and Contingencies		-			-

Stockholders' Equity (Deficit):
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized		-			-
Common stock, par value $0.0001 per share, 100,000,000 shares authorized;
2,400,000 and 2,000,000 shares issued and outstanding, respectively		240			200
Additional paid-in capital		50,260			29,800
(Deficit) accumulated during development stage		(69,034	)		(191	)

Total stockholders' equity (deficit)		(18,534	)		29,809

Total Liabilities and Stockholders' Equity (Deficit)	$	2,487		$	63,222

The accompanying notes to unaudited financial statements are

an integral part of these statements.

F-2

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011,

AND CUMULATIVE FROM INCEPTION (MAY 17, 2011)

THROUGH SEPTEMBER 30, 2012

(Unaudited)

	Three Months			Three Months		Nine Months			Nine Months		Cumulative
	Ended			Ended		Ended			Ended		from
	September 30,			September 30,		September 30,			September 30,		inception
	2012			2011		2012			2011

Revenues	$	-		$	-	$	78,500		$	-	$	102,500

Cost of goods sold		-			-		51,810			-		67,650

Gross profit		-			-		26,690			-		34,850

Operating Expenses:
Professional fees		2,925			-		43,326			-		47,977
Consulting fees		-			-		24,700			-		24,700
Filing fees		500			-		5,250			-		8,672
Franchise tax expense		928			-		928			-		928
Travel		-			-		19,920			-		19,920
Other		270			-		1,409			-		1,687

Total operating expenses		4,623			-		95,533			-		103,884
		-			-		-			-
(Loss) from Operations		(4,623	)		-		(68,843	)		-		(69,034	)

Provision for income taxes		-			-		-			-

Net (Loss)	$	(4,623	)	$	-	$	(68,843	)	$	-	$	(69,034	)

(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	-	$	(0.03	)	$	-

Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		2,400,000			2,000,000		2,290,511			1,967,153

The accompanying notes to unaudited financial statements are

an integral part of these statements.

F-3

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (MAY 17, 2011)

THROUGH SEPTEMBER 30, 2012

(Unaudited)

							(Deficit)
							Accumulated
					Additional		During the
	Common stock				Paid-in		Development
	Shares		Amount		Capital		Stage			Totals

Balance - at inception		-	$	-	$	-	$	-		$	-

Common stock issued for cash ($0.015/share)		2,000,000		200		29,800		-			30,000

Net (loss) for the period		-		-		-		(191	)		(191	)

Balance -December 31, 2011		2,000,000		200		29,800		(191	)		29,809

Common stock issued for cash ($0.1/share)		400,000		40		20,460		-			20,500

Net (loss) for the period		-		-		-		(68,843	)		(68,843	)

Balance - September30, 2012		2,400,000	$	240	$	50,260	$	(69,034	)	$	(18,534	)

The accompanying notes to unaudited financial statements are

an integral part of these statements.

F-4

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011, AND

CUMULATIVE FROM INCEPTION (MAY 17, 2011)

THROUGH SEPTEMBER 30, 2012

(Unaudited)

	Nine Months			Nine Months		Cumulative
	Ended			Ended		From
	September 30,			September 30,		Inception
	2012			2011

Operating Activities:
Net (loss)	$	(68,843	)	$	-	$	(69,034	)
Adjustments to reconcile net (loss) to net cash
used in operating activities:
Changes in net assets and liabilities-
Advances to suppliers		(18	)		-		(18	)
Deferred offering costs		19,500			-		-
Accounts payable and accrued liabilities		(12,392	)		-		21,021

Net Cash Used in Operating Activities		(61,753	)		-		(48,031	)

Financing Activities:
Proceeds from common stock		20,500			-		50,500

Net Cash Provided by Financing Activities		20,500			-		50,500

Net (Decrease) Increase in Cash		(41,253	)		-		2,469

Cash - Beginning of Period		43,722			-		-

Cash - End of Period	$	2,469		$	-	$	2,469

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-	$	-
Income taxes	$	-		$	-	$	-

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

F-5

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Basis of Presentation and Organization

Universal Tech Corp. (the “Company”) is in the development stage, and has limited operations. The Company was incorporated under the laws of the State of Delaware on May 17, 2011. The business plan of the Company is to become a leading company in the field of direct marketing and sale of art. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of September 30, 2012, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2012, and the results of its operations and its cash flows for the periods ended September 30, 2012, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2012. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2011, filed with the SEC, for additional information, including significant accounting policies.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Stock-based compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended September 30, 2012.

F-6

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of September 30, 2012 the carrying value of accounts payable and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

Lease Obligations

All non cancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases. Assets recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. Actual results could differ from those estimates made by management.

F-7

Fiscal Year End

The Company has adopted a fiscal year end of December 31.

2. Development Stage Activities and Going Concern

The Company is currently in the development stage, and has limited operations. The business plan of the Company is to become a leading company in the field of direct marketing and sale of art.

The Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 1,200,000 shares of newly issued common stock at an offering price of $0.10 per share for proceeds of up to $120,000. On March 16, 2012, the Company issued 400,000 shares of common stock pursuant to the Registration Statement on Form S-1 for proceeds of $40,000. Offering costs of $19,500 related to this capital formation activity were charged against the capital raised.

The accompanying 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. Further, as of September 30, 2012 the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

3. Common Stock

On May 18, 2011, the Company issued 1,500,000 shares of common stock to the director of the Company for $22,500, at a price of $0.015 per share.

On May 23, 2011, the Company issued 500,000 shares of common stock to the secretary of the Company for $7,500, at a price of $0.015 per share.

4. Income Taxes

The provisions for income taxes for the period ended September 30, 2012 (assuming a 23% effective tax rate) were as follows:

F-8

		2012

Current Tax Provision:
Federal-
Taxable income	$	-

Total current tax provision	$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	15,834
Change in valuation allowance		(15,834)

Total deferred tax provision	$	-

The Company had deferred income tax assets as of September 30, 2012 and December 31, 2011 as follows:

	2012			2011

Loss carryforwards	$	15,878		$	44
Less - Valuation allowance		(15,878	)		(44	)

Total net deferred tax assets	$	-		$	-

The Company provided a valuation allowance equal to the deferred income tax assets for the period ended September 30, 2012 and December 31, 2011, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of September 30, 2012, the Company had approximately $69,034 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2032.

The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.

The Company files income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.

5. Related Party Loans and Transactions

On May 18, 2011, the Company issued 1,500,000 shares of common stock to the director of the Company for $22,500, at a price of $0.015 per share.

On May 23, 2011, the Company issued 500,000 shares of common stock to the secretary of the Company for $7,500, at a price of $0.015 per share.

The Company's director provides rent-free office space to the Company. Currently, the value of such rent is deminimus.

6. Recent Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

7. Subsequent Event

On October 10, 2012, the Company received working capital financing in the form of a $50,000 loan. The loan is due on demand and bears 16% annual interest.

F-9

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

As used in this Form 10-Q, references to the “Company,” “Universal,” “we,” “our” or “us” refer to Universal Tech Corp. unless the context otherwise indicates.

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and the notes thereto included elsewhere in this report, with the Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial statements for the period ended August 31, 2011, and the notes thereto included in our Registration Statement on Form S-1, which became effective on January 12, 2012, with the Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial statements for the year ended December 31, 2011 and the notes thereto included in our Annual Report on Form 10-K as filed with the SEC,

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates, forecasts and projections about us, our future performance, the industry in which we operate, our beliefs and our management’s assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

For a description of such risks and uncertainties refer to our Registration Statement on Form S-1 (Registration No. 333-177209) filed with the Securities and Exchange Commission, which became effective on January 12, 2012. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention or obligation to update publicly any forward-looking statements or risk factors included herein, whether as a result of new information, future events, changes in assumptions or otherwise.

Our Business and Recent Events

We were formed as a corporation pursuant to the laws of the State of Delaware on May 17, 2011. We have historically conducted our business to leverage the burgeoning interest in art investment by tailoring the sales process through a direct sales approach. On October 3, 2012, our former officers and directors resigned and James Davidson was appointed as our sole director and Chief Executive Officer effective upon the resignations. As a result of Mr. Davidson’s appointment, we are evaluating several opportunities in mining and minerals in Brazil and elsewhere. However, there exist no agreements, arrangements or understandings as to any new opportunities or businesses as of the date of this report.

Additional Equity Raises

As of September 30, 2012, we had approximately $2,469 in cash. As a result, we are investigating alternative business opportunities, which may include a merger with another company.

On October 10, 2012, we received working capital financing in the form of a $50,000 loan. The loan is due on demand and bears 16% annual interest.

Critical Accounting Policies and Estimates

While our significant accounting policies are more fully described in Note 1 to our financial statements for the nine months ended September 30, 2012, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

Stock-based compensation

We account for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. We account for non-employee share-based awards in accordance with ASC Topic 505-50.

Recent accounting pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Results of Operations

For the nine months ended September 30, 2012 and 2011, we had revenues of $78,500 and $0, respectively. Cost of sales was $51,810 in the nine months ended September 30, 2012. We had no revenues during the third quarter of 2012 or 2011. Expenses were $95,533 for the nine months ended September 30, 2012, as compared to $0 for the nine months ending September 30, 2011. The increase in expenses was mainly a result of an increase in professional and consulting fees and travel expenses.We commenced operations on May 17, 2011.

For the nine months ended September 30, 2012, we incurred a net loss of $68,843. The net loss was brought about principally by consulting and professional fees and travel expenses. Our cumulative net loss during the period from May 17, 2011 (inception) through September 30, 2012was $69,034.

Liquidity and Capital Resources

As of September 30, 2012, our current assets were $2,487 and our current liabilities were $21,021, resulting in working capital deficit of $18,534.

As of September 30, 2012, our total liabilities were $21,021, all consisting of current liabilities.

Stockholders’ equity was a deficit of $18,534 at September 30, 2012. This was the result of shares being issued to our officers and directors in exchange for $30,000, shares being issued in our initial public offering in exchange for $40,000, minus offering costs of $19,500, and a cumulative net loss of $69,034 for the period from inception through September 30, 2012.

For the nine months ended September 30, 2012, net cash used by operating activities was $61,753 and was mainly the result of our net loss during the period.

Net cash flows provided by financing activities for the nine months ended September 30, 2012was $20,500 and consisted of net proceeds from the sale of our common stock.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern in their audit opinion for the year ended December 31, 2011. We may not have sufficient resources to effectuate our current business plan. As of September 30, 2012, we had $2,469available in cash.

Contractual Obligations

In the normal course of business, we may have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. At September 30, 2012, we did not have any material contractual obligations that would require us to pay cash in future periods.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this report and have concluded that the disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

None

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

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit
Number		Description

31.1 *		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 *		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 *		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS† XBRL Instance Document

101.SCH † XBRL Taxonomy Schema

101.CAL † XBRL Taxonomy Calculation Linkbase

101.DEF † XBRL Taxonomy Definition Linkbase

101.LAB † XBRL Taxonomy Label Linkbase

101.PRE † XBRL Taxonomy Presentation Linkbase

* Filed herewith.

† Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

	UNIVERSAL TECH CORP.

Date: November 20, 2012	By:	/s/ James Davidson
		Name: James Davidson Title:Chief Executive Officer, Treasurer and Director (Principal Executive Officer)

Date: November 20, 2012		By: /s/ Adam Wasserman
		Title: Chief Financial Officer (Principal Financial and Accounting Officer)

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