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MAJOR LEAGUE FOOTBALL INC - Quarter Report: 2005 July (Form 10-Q)

Universal Capital Management 10Q



 
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