MAJOR LEAGUE FOOTBALL INC - Quarter Report: 2005 July (Form 10-Q)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
10-Q
(Mark
One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the quarterly period ended July
31, 2005
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the transition period
from
to
Commission
File Number 000-51132
Universal
Capital Management, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
20-1568059
|
(State
or other jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
2601
Annand Drive
Suite
16
Wilmington,
DE
|
19808
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Indicate
by check mark whether the registrant (1) has filed all reports 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 ý
No
¨
Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule
12b-2 of the Act). Yes ¨
Noý
The
number of shares of the registrant’s Common Stock outstanding as of September
14, 2005 was 5,054,100.
UNIVERSAL
CAPITAL MANAGEMENT, INC.
STATEMENT
OF ASSETS AND LIABILITIES
JULY
31,
2005 AND APRIL 30, 2005
July
31,
|
|
April
30,
|
|
||||
|
|
2005
|
|
2005
|
|||
(Unaudited)
|
|
(Audited)
|
|||||
ASSETS
|
|||||||
Investment
in securities, at fair value (cost: $614,500)
|
$
|
2,115,601
|
$
|
2,782,976
|
|||
Cash
and cash equivalents
|
105,328
|
158,453
|
|||||
Miscellaneous
receivables
|
27,395
|
27,095
|
|||||
Due
from affiliates
|
19,520
|
19,820
|
|||||
Prepaid
expenses
|
8,804
|
9,371
|
|||||
Property
and Equipment, net
|
11,246
|
12,077
|
|||||
Rent
deposit
|
1,100
|
1,100
|
|||||
TOTAL
ASSETS
|
2,288,994
|
3,010,892
|
|||||
LIABILITIES
|
|||||||
Accounts
payable and accrued expenses
|
81,472
|
$
|
61,854
|
||||
Deferred
income taxes
|
286,400
|
653,000
|
|||||
TOTAL
LIABILITIES
|
367,872
|
714,854
|
|||||
NET
ASSETS
|
$
|
1,921,122
|
$
|
2,296,038
|
|||
ANALYSIS
OF NET ASSETS:
|
|||||||
Net
capital paid in on shares of capital stock
|
$
|
1,486,175
|
$
|
1,305,375
|
|||
Distributable
earnings
|
434,947
|
990,663
|
|||||
Net
assets
|
$
|
1,921,122
|
$
|
2,296,038
|
|||
Equivalent
per share value based on 4,940,350 shares
|
|||||||
of
capital stock outstanding as of July 31, 2005
|
|||||||
and
4,808,200 shares of captial stock outstanding
|
|||||||
as
of April 30, 2005
|
$
|
0.39
|
$
|
0.48
|
(See
accompanying notes to financial statements)
UNIVERSAL
CAPITAL MANAGEMENT, INC.
SCHEDULE
OF INVESTMENTS
JULY
31,
2005
(Unaudited)
Common
Stocks - United States - 100%
|
Business
|
%
of Portfolio |
Number
of Shares |
Fair
Value
|
||||||||||||
BF
Acquisition Group III, Inc.
|
Inactive company |
0.1
|
%
|
75,000
|
$
|
1,625
|
||||||||||
BF
Acquisition Group V, Inc.
|
Inactive company |
0.1
|
%
|
100,000
|
1,625
|
|||||||||||
0.2
|
%
|
175,000
|
3,250
|
|||||||||||||
FundraisingDirect.com,
Inc.
|
Sales and distribution of fundraising products |
0.4
|
%
|
5,000
|
8,333
|
|||||||||||
Gelstat
Corporation
|
Consumer health care company |
6.8
|
%
|
221,429
|
143,929
|
|||||||||||
Neptune
Industries, Inc.
|
Seafood production |
1.2
|
%
|
47,619
|
25,714
|
|||||||||||
PSI-TEC
Corporation
|
Plastcis engineering |
81.9
|
%
|
587,500
|
1,733,125
|
|||||||||||
Theater
Extreme Entertainment Group, Inc.
|
Home theater sales and installation |
9.5
|
%
|
575,000
|
201,250
|
|||||||||||
Total
(aggregate cost $614,500)
|
100.0
|
%
|
$
|
2,115,601
|
||||||||||||
(See
accompanying notes to financial statements)
UNIVERSAL
CAPITAL MANAGEMENT, INC.
STATEMENT
OF OPERATIONS
FOR
THE
THREE MONTHS ENDED JULY 31, 2005
(Unaudited)
Income
|
||||
Management
services
|
$
|
-
|
||
Expenses
|
||||
Depreciation
|
831
|
|||
Dues
and subscriptions
|
135
|
|||
Fees
and commission
|
4,203
|
|||
Interest
expense
|
463
|
|||
Insurance
|
16,147
|
|||
Marketing
|
400
|
|||
Office
expenses and supplies
|
2,399
|
|||
Payroll
|
107,308
|
|||
Payroll
taxes
|
7,587
|
|||
Postage,
delivery and shipping
|
996
|
|||
Professional
fees
|
94,854
|
|||
Rent
|
3,900
|
|||
Telephone
|
1,133
|
|||
Travel
and entertainment
|
13,780
|
|||
Utilities
|
805
|
|||
254,941
|
||||
Loss
From Operations
|
(254,941
|
)
|
||
Unrealized
Depreciation on Investments
|
(667,375
|
)
|
||
Income
Tax Benefit - Deferred
|
366,600
|
|||
Net
Decrease in Net Assets Resulting from Operations
|
$
|
(555,716
|
)
|
|
(See
accompanying notes to financial statements)
UNIVERSAL
CAPITAL MANAGEMENT, INC.
STATEMENT
OF CHANGES IN NET ASSETS
FOR
THE
THREE MONTHS ENDED JULY 31, 2005
(Unaudited)
DECREASE
IN NET ASSETS FROM OPERATIONS
|
||||
Loss
from operations
|
$
|
(254,941
|
)
|
|
Unrealized
depreciation on investments, net of taxes
|
(300,775
|
)
|
||
NET
DECREASE IN NET ASSETS RESULTING FROM
|
||||
OPERATIONS
|
(555,716
|
)
|
||
CAPITAL
SHARE TRANSACTIONS
|
180,800
|
|||
TOTAL
DECREASE
|
(374,916
|
)
|
||
NET
ASSETS, BEGINNING OF YEAR
|
2,296,038
|
|||
NET
ASSETS, END OF PERIOD
|
$
|
1,921,122
|
||
(See
accompanying notes to financial statements)
UNIVERSAL
CAPITAL MANAGEMENT, INC.
STATEMENT
OF CASH FLOWS
FOR
THE
THREE MONTHS ENDED JULY 31, 2005
(Unaudited)
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||
Net
decrease in net assets resulting from operations
|
$
|
(555,716
|
)
|
|
Adjustments
to reconcile net decrease in net assets from
|
||||
operations
to net cash used in operating activities:
|
||||
Depreciation
expense
|
831
|
|||
Net
unrealized depreciation on investments
|
667,375
|
|||
Deferred
income taxes
|
(366,600
|
)
|
||
Net
changes in miscellaneous receivables
|
(300
|
)
|
||
Net
changes in due from affiliates
|
300
|
|||
Prepaid
expenses
|
567
|
|||
Net
changes in accounts payable and accrued expenses
|
19,618
|
|||
Net
cash used in operating activities
|
(233,925
|
)
|
||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||
Purchase
of property and equipment
|
-
|
|||
Lease
deposit
|
-
|
|||
Decrease
(Increase) in notes receivable
|
-
|
|||
Net
cash used in investing activities
|
-
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||
Proceeds
from issuance of common stock
|
180,800
|
|||
NET
DECREASE IN CASH
|
(53,125
|
)
|
||
CASH,
BEGINNING OF YEAR
|
158,453
|
|||
CASH,
END OF PERIOD
|
$
|
105,328
|
||
(See
accompanying notes to financial statements)
UNIVERSAL
CAPITAL MANAGEMENT, INC.
NOTES
TO
FINANCIAL STATEMENTS
July
31,2005
(Unaudited)
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation |
The accompanying interim period financial statements of Universal Capital Management, Inc. (the “Company”) are unaudited, pursuant to certain rules and regulations of the Securities and Exchange Commission, and include, in the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary for a fair statement of the results for the period indicated. Such results, however, are not necessarily indicative of results that may be expected for the full year. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K and amendments thereto as filed with the Securities and Exchange Commission. |
Nature
of Business
|
The Company is a newly organized (inception date of August 16, 2004), closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. The Company is primarily engaged in the business of furnishing capital and making available managerial assistance to companies that do not have ready access to capital through conventional channels. The Company refers to companies in which it invests as “portfolio companies.” |
Security Valuations |
Investments
in securities traded on a national securities exchange (or reported
on the
NASDAQ national market) are stated at the last reported sales price
on the
day of valuation; other securities traded in the over-the-counter
market
(such as OTC BB, Pink Sheets, etc.) and listed securities for which
no
sale was reported on that date are stated at the last quoted bid
price.
Restricted securities and other securities (small, privately-held
companies) for which quotations are not readily available are valued
at
fair value as determined by the board of
directors.
|
Investment
securities are exposed to various risks, such as overall market
volatility. Due to the level of risk associated with the securities
of
certain portfolio companies, it is likely that changes in their values
will occur in the near term and that such changes could materially
affect
the amounts reported in the statement of assets and liabilities at
future
dates.
|
Use
of Estimates
|
The
preparation of financial statements in conformity with generally
accepted
accounting principles in the United States requires management to
make
estimates and assumptions that affect the reported amounts of assets
and
liabilities and disclosure of contingent assets and liabilities at
the
date of the financial statements and the reported amounts of revenues
and
expenses during the reported period. Actual results could differ
from
those estimates.
|
Cash
and Equivalents
|
For
purposes of the statement of cash flows, the Company considers all
investment instruments purchased with maturity of three months or
less to
be cash and cash equivalents.
|
UNIVERSAL
CAPITAL MANAGEMENT, INC.
NOTES
TO
FINANCIAL STATEMENTS
July
31,
2005
(Unaudited)
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Property
and Equipment
|
Property
and equipment are stated at cost, net of accumulated depreciation.
For
financial accounting purposes, depreciation is generally computed
by the
straight-line method over the following useful
lives:
|
Furniture
and fixtures
|
5
to 7 years
|
|
Computer
and office equipment
|
3
to 7 years
|
Income
Taxes
|
Deferred
tax assets and liabilities are computed annually for differences
between
the financial statement and tax bases of assets and liabilities that
will
result in taxable or deductible amounts in the future based on enacted
tax
laws and rates applicable to the periods in which the differences
are
expected to affect taxable income. Deferred income taxes arise principally
from the recognition of unrealized gains or losses from appreciation
in
investment value for financial statement purposes, while for income
tax
purposes, gains or losses are only recognized when realized (disposition).
When unrealized gains and losses result in a net unrealized loss,
provision is made for a deferred tax asset. When unrealized gains
and
losses result in a net unrealized gain, provision is made for a deferred
tax liability. Valuation allowances are established when necessary
to
reduce deferred tax assets to the amount expected to be realized.
Income
tax expense is the tax payable or refundable for the period plus
or minus
the change during the period in deferred tax assets or
liabilities.
|
Concentrations
of Credit Risk
|
Financial
instruments which potentially subject the Company to concentrations
of
credit risk consist of cash and cash equivalents. At times, the
Company’s
balances with financial institutions may exceed the insured amount
provided by the Federal Deposit Insurance
Corporation.
|
Recently Issued Accounting Pronouncements |
In December 2004, the FASB revised SFAS 123, “Accounting for Stock-Based Compensation”to require all companies to expense the fair value of employee stock options. SFAS 123R is effective at the beginning of the next fiscal year that begins after December 15, 2005 for a small business issuer. |
UNIVERSAL
CAPITAL MANAGEMENT, INC.
NOTES
TO
FINANCIAL STATEMENTS
July
31,
2005
(Unaudited)
NOTE
2 - INVESTMENTS
Portfolio
companies consist of the following:
Number
of
|
|
|
|
|
|
|
|
||||||
|
|
Shares
Held
|
|
|
|
Value
at
|
|
Unrealized
|
|
||||
|
|
at
July 31, 2005
|
|
Cost
|
|
July
31, 2005
|
|
Gain
(Loss)
|
|||||
Affiliated
Securities*
|
|||||||||||||
BF
Acquisition Group III, Inc.
|
75,000
|
$
|
1,625
|
$
|
1,625
|
$
|
-
|
||||||
BF
Acquisition Group V, Inc.
|
100,000
|
1,625
|
1,625
|
-
|
|||||||||
Total
Affiliated Securities
|
3,250
|
3,250
|
-
|
||||||||||
Non-affiliated
Securities
|
|||||||||||||
FundraisingDirect.com,
Inc.
|
5,000
|
5,000
|
8,333
|
3,333
|
|||||||||
Gelstat
Corporation
|
221,429
|
350,000
|
143,929
|
(206,071
|
)
|
||||||||
Neptune
Industries, Inc.**
|
47,619
|
20,000
|
25,714
|
5,714
|
|||||||||
PSI-TEC
Corporation
|
587,500
|
35,000
|
1,733,125
|
1,698,125
|
|||||||||
Theater
Extreme Entertainment
|
|||||||||||||
Group,
Inc.
|
575,000
|
201,250
|
201,250
|
-
|
|||||||||
Total
Non-affiliated Securities
|
611,250
|
2,112,351
|
1,501,101
|
||||||||||
Total
Securities
|
$
|
614,500
|
$
|
2,115,601
|
$
|
1,501,101
|
*
Investments in portfolio companies in which the Company owns 5% of more of
the
outstanding voting securities is deemed an “affiliated company.”
**
On
June 9, 2005, there was a six for one reverse split on Neptune Industries,
Inc.
shares
UNIVERSAL
CAPITAL MANAGEMENT, INC.
NOTES
TO
FINANCIAL STATEMENTS
July
31,
2005
(Unaudited)
NOTE
3 - INCOME TAXES
As an investment company organized as a corporation, the Company is taxable as a corporation. As discussed in Note 1, the Company utilizes the assets and liability method of accounting for income taxes in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109). |
The
deferred income tax benefit consists of the
following:
|
Current: | |||||||
Federal
|
$
|
-
|
|||||
State
|
-
|
||||||
Total
Current
|
$
|
-
|
|||||
Deferred:
|
|||||||
Federal
|
$
|
(286,300
|
)
|
||||
State
|
(80,300
|
)
|
|||||
Total
Deferred
|
$
|
(366,600
|
)
|
||||
The
effective tax rate differs from the U.S. statutory federal income tax rate
of
34% as described below:
Income
tax at statutory rate
|
$
|
(313,600
|
)
|
|
State
income taxes, net of federal taxes
|
(53,000
|
)
|
||
$
|
(366,600
|
)
|
||
Deferred
income taxes reflect the net effect of unrealized gains on investments and
an
operating loss carryforward. There are no other significant temporary
differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amount used for income tax purposes.
The
components of the deferred assets (liabilities) are as follows:
Unrealized
gains
|
$
|
(596,600
|
)
|
|
Net
operating loss
|
310,200
|
|||
Total
|
$
|
(286,400
|
)
|
|
At
July
31, 2005, the Company had a net operating loss carryforward of approximately
$780,000, which if not used will expire in 2025.
UNIVERSAL
CAPITAL MANAGEMENT, INC.
NOTES
TO
FINANCIAL STATEMENTS
July
31,2005
(Unaudited)
NOTE
4 - DUE FROM AFFILIATES
Due
from
affiliates consist of the following:
Due
from BF Acquisition Group V, Inc
|
$
|
10,170
|
||
Due
from BF Acquisition Group III, Inc
|
9,350
|
|||
Total
|
$
|
19,520
|
NOTE
5 - CAPITAL SHARE TRANSACTIONS
During
the three months ended July 31, 2005, 132,150 shares were issued
for
proceeds of $180,800.
|
NOTE
6 - SUBSEQUENT
EVENTS
During
the month of August, 2005, the Company raised capital of $227,500
through
the issuance of 113,750 shares of its common stock.
.
|
NOTE
7 - FINANCIAL HIGHLIGHTS
Per
Share Operating Performance
|
|||||
Net
asset value, beginning of period
|
$
|
0.48
|
|||
Loss
from operations, net of tax benefit
|
(0.03
|
)
|
|||
Unrealized
depreciation on investment, net of taxes
|
(0.09
|
)
|
|||
(0.12
|
)
|
||||
Add
capital share transactions
|
0.03
|
||||
Net
asset value, end of period
|
$
|
0.39
|
|||
Total
Return
|
-26.40
|
%
|
|||
Average
Net Assets as a percentage of:
|
|||||
Expenses
(annualized)
|
48.40
|
%
|
|||
Management
income (annualized)
|
0.0
|
%
|
|||
Item
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
For
the three months ended July 31, 2005
The
following discussion contains forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"will," "could," "may" and similar expressions are intended to identify
forward-looking statements. Such statements reflect the Company's current views
with respect to future events and financial performance and involve risks and
uncertainties. Should one or more risks or uncertainties occur, or should
underlying assumptions prove incorrect, actual results may vary materially
and
adversely from those anticipated, believed, expected, planned, intended,
estimated, projected or otherwise indicated. Readers should not place undue
reliance on these forward-looking statements.
The
following discussion is qualified by reference to, and should be read in
conjunction with the Company's financial statements and the notes
thereto.
The
Company's primary business is to invest in emerging growth companies. The
Company intends to assist these companies in strategic and financial planning,
in market strategies and to assist them in trying to achieve prudent and
profitable growth. Management is devoting most of its efforts to general
business planning, raising capital, and seeking appropriate investments.
The
Company's primary investment objective is to increase its net assets by adding
value to the portfolio companies and thus, to shareholder value. Management
believes that the Company will be able to achieve these objectives by
concentrating on investments in companies which are most likely to benefit
from
management's expertise in finance, strategic planning, operations, and
technology.
The
income that the Company derives from investments in portfolio companies consists
of management fees, interest income, and appreciation (net of depreciation)
in
the values of portfolio companies. At the time of disposition, the disposition
proceeds of these securities of portfolio companies will most likely make up
most of the Company's revenues. Consequently, the Company's success or failure
will depend on investing in portfolio companies the securities which appreciate
in value more than the sum of Company operating expenses and the amount by
which
portfolio company securities depreciate in value. There is no assurance that
the
Company will be able to do so.
Pursuant
to the requirements of the Investment Company Act of 1940, as amended, the
Board
of Directors is responsible for determining in good faith the fair value of
the
securities and assets held by the Company for which market quotations are not
readily available. In making its determination, the Board of Directors may
consider valuation appraisals provided by independent financial experts although
doing so does not relieve the Board of its obligations to determine fair value.
With respect to private equity securities, each investment is valued using
industry valuation benchmarks, and then the value may be assigned a discount
reflecting the particular nature of the investment.
The
Board
of Directors bases its determination on, among other things, applicable
quantitative and qualitative factors. These factors may include, but are not
limited to, the type of securities, the nature of the business of the portfolio
company, the marketability of the securities, the market price of unrestricted
securities of the same issue (if any), comparative valuation of securities
of
publicly traded companies in the same or similar industries, current financial
conditions and operating results of the portfolio company, sales and earnings
growth of the portfolio company, operating revenues of the portfolio company,
competitive conditions, and current and prospective conditions in the overall
stock market.
Without
a
readily recognized market value, the estimated value of some portfolio
securities may differ significantly from the values that would be placed on
the
portfolio if there existed a ready market for such equity
securities.
The
Company may retain a professional valuation consulting firm to provide it with
valuations of the securities of portfolio companies. The Company expects to
pay
a professional fee each time such a valuation is provided.
The
Company may retain a professional valuation consulting firm to provide it with
valuations of the securities of portfolio companies. The Company expects to
pay
a professional fee each time such a valuation is provided.
Financial
Condition
The
Company's total assets were $2,288,994 and its net assets were $1,921,122 at
July 31, 2005, compared to $3,010,892 and $2,296,038, respectively, at April
30,
2005. Net assets decreased by $374,916 for the three months ended July 31,
2005,
and net asset value per share decreased from $0.48 per share at April 30 2005
to
$0.39 per share at July 31, 2005.
The
declines in total assets, net assets and net asset value per share during the
three months ended July 31, 2005 were primarily attributable to the unrealized
depreciation on investments of $667,375 during such period, mainly due to a
decrease in the value of our investments in Gelstat Corporation ($159,429)
and
PSI-TEC Corporation ($499,375).
The
Company's financial condition is dependent on a number of factors including
the
ability of each portfolio company to effectuate its respective strategies with
the Company’s help. The Company has invested a substantial portion of its assets
in development stage or start-up companies. These private businesses are
frequently thinly capitalized, unproven, small companies that may lack
management depth, and may be dependent on new or commercially unproven
technologies, and may have no operating history.
At
July
31, 2005, $2,115,601 or 92.4% of the Company's assets consisted of investments,
of which net unrealized gains before the income tax effect was $1,501,101.
Deferred taxes on account of unrealized gains have been estimated at
approximately $596,600. At July 31, 2005, the Company’s holdings of PSI-TEC
Corporation were valued at $1,733,125 which represented 82% of the total Company
portfolio at that date.
Because
the portfolio companies tend to be at early stages of their business
development, and because there are no markets for the securities of some
portfolio companies, the Company does not expect to liquidate any of its
investments in the near future.
Results
of Operations
The
Company's financial statements have been prepared in conformity with the United
States generally accepted accounting principles. On this basis, the principal
measure of an investment company's financial performance during a time period
is
the change in net assets during such period. Such change results from (i) income
or loss from operations, (ii) net realized gain or loss on investment, which
is
the difference between the proceeds received from dispositions of portfolio
securities and their cost, and (iii) increase (decrease) in unrealized
appreciation on investments.
Company
expenses include salaries and wages, professional fees, office expenses and
supplies, rent, travel, and other normal business expenses. General and
administrative costs include rent, depreciation, office, investor relations
and
other overhead costs.
For the
three months ended July 31, 2005, the Company had no revenues for services
but
incurred operating expenses of $254,941, the principal components of which
were
payroll of $107,308 and professional fees of $94,854. Consequently, the Company
incurred an operational loss of $254,941.
The
Company had unrealized appreciation of $904,501, net of taxes at July 31,
2005.
On
July
31, 2005, the Company had a net operating loss carry-forward of approximately
$780,000, which if not used, will expire in 2025.
Liquidity
and Capital Resources
From
inception, the Company has relied for liquidity on the infusion of capital
through capital share transactions. At July 31,, 2005 the Company had
approximately $100,000 in cash and liquid assets.
The
Company does not plan to dispose of any of its current portfolio securities
to
meet operational needs. However, despite its plans, the Company may be forced
to
dispose of a portion of these securities if it ever becomes short of cash.
Any
such dispositions may have to be made at inopportune times and there is no
assurance that, in light of the lack of liquidity in such shares, that they
could be sold at all, or if sold, could bring values approximating the estimates
of fair value set forth in the Company financial statements.
The
Company’s cash expenses approximate $80,000 per month. Because Company revenues,
when received, tend to be in the form of portfolio securities, such revenues
are
not of a type capable of being used to satisfy its ongoing monthly expenses.
Consequently, for the Company to be able to avoid having to defer expenses
or
sell portfolio company’s securities to raise cash to pay operating expenses, it
will need to sell at least $80,000 per month of common stock. There is no
assurance that the Company will be able to do so. The Company will be unable
to
make any new investments unless it succeeds in raising cash in excess of the
amounts needed for ongoing operations.
The
Company is currently offering to sell, on a best efforts basis, up to $4,000,000
of its common stock, $.001 par value per share at a price of not less than
$2.00
per share pursuant to Regulation E promulgated under the Securities Act of
1933.
The offering is open only to appropriate investors in states where the Company
has complied with the appropriate Blue Sky laws. Potential investors have been
referred to the Company by current shareholders and acquaintances of its Board
of Directors and Board of Advisors.
The
Company provides its prospective investors with its Offering Circular dated
August 1, 2005 and a Subscription Agreement governed by the laws of the State
of
Delaware. At the following dates the Company had sold the respective number
of
shares indicated pursuant to the offering:
August
31, 2005
|
July
31, 2005
|
April
30,2005
|
|
Number
of shares
|
305,100
|
191,350
|
142,700
|
Proceeds
of sale
|
$610,200
|
$382,700
|
$285,400
|
Management
believes that the Company will continue to be successful in its fundraising
efforts and in attracting new portfolio companies because of expressions of
interest received by the Company from attractive development stage companies
seeking funding and because of the Company’s success in raising funds through
its 2004 exempt offering.
Critical
Accounting Estimates
There
were no material estimates or assumptions for this reporting
period.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
There
have been no material changes in our quantitative and qualitative disclosure
about market risk since the Company's Annual Report on Form 10-K filed on July
28. 2005.
Item
4. Controls and Procedures.
Under
the
supervision and with the participation of management, including our principal
executive officer and principal financial officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act
of
1934 (the "Exchange Act")). Based upon that evaluation, the principal executive
officer and principal financial officer have concluded that, as of the end
of
the period covered by this report, our disclosure controls and procedures were
effective.
There
were no changes in our internal control over financial reporting (as defined
in
Rule 13a-15(f) of the Exchange Act) during the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
our
internal control over financial reporting.
PART
II
OTHER
INFORMATION
Item
2. Unregistered
Sale of Equity Securities and Use of Proceeds
The
Company sold or issued the following shares of common stock, par value $0.001
per share between May 1, 2005 and July 31, 2005 inclusive:
Date
of Sale
|
Number
of Shares
Sold (a)
|
Purchasers
|
Consideration
Paid per
Share
(b)
|
Securities
Act Exemption Claimed
|
May
1, 2005 through June 30, 2005
|
83,500
|
4
Investors
|
$1.00
|
§
4(2)
|
May
1, 2005 through
July
31, 2005
|
48,650
|
77
Investors
|
$2.00
|
§ 3(b)
and (c)
|
TOTAL
|
132,150
|
__________________________
(a)
|
No
underwriter or broker-dealer participated in the
sale.
|
(b)
|
All
proceeds were used to invest in portfolio companies or to pay routine
operating expenses.
|
Item
6.
Exhibits.
The
following exhibits are included herein:
31.1
|
Certification
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
as
amended, executed by the Principal Executive Officer of the
Company.
|
31.2
|
Certification
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
as
amended, executed by the Principal Financial Officer of the
Company.
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002, executed by the Principal Executive
Officer of the Company.
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002, executed by the Principal Financial
Officer of the Company.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Universal
Capital Management, Inc.
|
|||
Date:
|
September
14, 2005
|
By:
|
/s/
Michael D. Queen
|
Michael
D. Queen, President
|
|||
Date:
|
September
14, 2005
|
By:
|
/s/
Joseph T. Drennan
|
Joseph
T. Drennan, Treasurer
|