CLASSWORX INC - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - CLASSWORX INC	Financial_Report.xls
EX-31.1 - CLASSWORX INC	ex_31-1.htm
EX-32.1 - CLASSWORX INC	ex_32-1.htm
EX-31.2 - CLASSWORX INC	ex_31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q

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

For the quarterly period ended June 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.

A Delaware Corporation

I.R.S. Employer No. 45-24003399

_____________________

1608 S. Ashland Ave #70547

Chicago, Illinois 60608-2013

Phone number: 1-855-334-3331

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant 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 o Nox

As of July 24, 2012, 2,400,000 shares of Common Stock, par value $0.0001 per share, were outstanding.

Table of Contents

Item	Description	Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management's Discussion and Analysis or Plan of Operation	11

Item 4T	Controls and Procedures	14

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Submission of Matters to a Vote of Security Holders	15
Item 5.	Other Information	15
Item 6.	Exhibits	15
Signatures		16
Exhibit Index

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

JUNE 30, 2012

Financial Statements-

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

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

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

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

Notes to Financial Statements	F-6

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

ASSETS
	As of			As of
	June 30,			December 31,
	2012			2011
	(Unaudited)			(Audited)
Current Assets:
Cash and cash equivalents	$	7,734		$	43,722
Advances to suppliers		988			-
Deferred offering costs		-			19,500
Total current assets		8,722			63,222

Total Assets	$	8,722		$	63,222

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	22,633		$	33,413

Total Current Liabilities		22,633			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
Stock Subscriptions Receivable		-			-
(Deficit) accumulated during development stage		(64,411	)		(191	)

Total stockholders' equity (deficit)		(13,911	)		29,809

Total Liabilities and Stockholders' Equity	$	8,722		$	63,222

The accompanying notes to financial statements are

an integral part of these statements.

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011,

AND CUMULATIVE FROM INCEPTION (MAY 17, 2011)

THROUGH JUNE 30, 2012

(Unaudited)

	Three Months			Three Months		Six Months			Six Months		Cumulative
	Ended			Ended		Ended			Ended		from
	June 30,			June 30,		June 30,			June 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

Expenses:
Professional fees		18,549			-		40,401			-		45,052
Consulting fees		-			24,700		24,700
Filing fees		3,421			-		4,750			-		8,172
Travel		17,360			19,920		19,920
Other		544			-		1,139			-		1,417

Total general and administrative expenses		39,874			-		90,910			-		99,261
		-			-		-			-
(Loss) from Operations		(39,874	)		-		(64,220	)		-		(64,411	)


Provision for income taxes		-			-		-			-

Net (Loss)	$	(39,874	)	$	-	$	(64,220	)	$	-	$	(64,411	)

(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.02	)	$	-	$	(0.03	)	$	-

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		2,400,000			939,560		2,235,165			472,376

The accompanying notes to financial statements are

an integral part of these statements.

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM INCEPTION (MAY 17, 2011)

THROUGH JUNE 30, 2012

(Unaudited)

							(Deficit)
							Accumulated
					Additional		During the
	Common stock				Paid-in		Development
Description	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		-		-		-		(64,220	)		(64,220	)

Balance -June 30, 2012		2,400,000		240		50,260		(64,411	)		(13,911	)

The accompanying notes to financial statements are

an integral part of these statements.

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011, AND

CUMULATIVE FROM INCEPTION (MAY 17, 2011)

THROUGH JUNE 30, 2012

(Unaudited)

	Six Months			Six Months		Cumulative
	Ended			Ended		From
	June 30,			June 30,		Inception
	2012			2011

Operating Activities:
Net (loss)	$	(64,220	)	$	-	$	(64,411	)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Changes in net assets and liabilities-
Advances to suppliers		(988	)		-		(988	)
Deferred offering costs		19,500			-		-
Accounts payable and accrued liabilities		(10,780	)		-		22,633

Net Cash Used in Operating Activities		(56,488	)		-		(42,766	)

Investing Activities:
Cash provided by investing activities		-			-		-

Net Cash Provided by Investing Activities		-			-		-

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		(35,988	)		-		7,734

Cash - Beginning of Period		43,722			-		-

Cash - End of Period	$	7,734		$	-	$	7,734

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

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

UNIVERSAL TECH CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO 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 June 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 June 30, 2012, and the results of its operations and its cash flows for the periods ended June 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.

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 June 30, 2012.

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 June 30, 2012 the carrying value of accounts payable-trade 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.

Fiscal Year End

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

2. Development Stage Activities

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 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 June 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.

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 and the offering was terminated. Offering costs of $19,500 related to this capital formation activity were charged against the capital raised.

4. Income Taxes

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

	2012
Current Tax Provision:
Federal-
Taxable income	$	—
Total current tax provision	$	—
Deferred Tax Provision:
Federal-
Loss carryforwards	$	14,770
Change in valuation allowance		(14,770	)
Total deferred tax provision	$	—

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

	2012			2011
Loss carryforwards	$	14,814		$	44
Less - Valuation allowance		(14,814	)		(44	)
Total net deferred tax assets	$	—		$	—

The Company provided a valuation allowance equal to the deferred income tax assets for the period ended June 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 June 30, 2012, the Company had approximately $64,411 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.

6. Recent Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial condition.

In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.

Item 2. Management's Discussion and Analysis or Plan 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 or Plan 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 or Plan 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, and with the Management's Discussion and Analysis or Plan of Operations and the financial statements for the period ended March 31,2012,and the notes thereto included in our Quarterly Report on Form 10-Q, for the period ended March 31, 2012.

Forward-Looking Statements

This Management’s Discussion and Analysis or Plan 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 effectiveon 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.

Plan of Operation

Results of Operations

For the six months ended June 30, 2012, we had revenues of $78,500. Cost of sales was $51,810 in the six months ended June 30, 2012. However, it should be noted that we made no sales and had no revenues during the second quarter of 2012. Expenses were $90,910 in the six months ended June 30, 2012, as compared to $0 in six months ending June 30, 2011. The increase in expenses was mainly a result of professional and consulting fees. Our company did not exist until May 17, 2011.

For the six months ended June 30, 2012, we incurred a net loss of $64,220. The net loss was brought about principally by consulting and professional fees. Our cumulative net loss during the period from May 17, 2011 (inception) through June 30, 2012 was $64,411.

Liquidity and Capital Resources

As of June 30, 2012, our current assets were $8,722 and our current liabilities were $22,633, resulting in working capital deficit of $13,911.

As of June 30, 2012, our total liabilities were $22,633, all consisting of current liabilities.

Stockholders’ equity was a deficit of $13,911 at June 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 $64,411 for the period from inception through June 30, 2012.

For the period ended June 30, 2012, net cash used by operating activities was $56,488. Net cash used by operating activities for the period ended June 30, 2012 was mainly the result of our net loss during the period.

For the period ended June 30, 2012, net cash provided by investing activities was $0.

Net cash flows provided by financing activities for the period ended June 30, 2012 was $20,500.

We may not have sufficient resources to effectuate our current business plan. As of June 30, 2012, we had $7,734 available in cash.

Plan of Operation

In January 2012, we held a home showing for the sale of our art. We had hoped to have another home showing for the sale of our art in May 2012, but that showing did not take place.

During the first quarter of 2012, we created a database of art-works for sale. We are in the process of negotiating agreements with the sellers of these art works and we intend to design and print our Corporate Art Portfolio once a sufficient number of those negotiations are favorably concluded. We anticipate that agreements with artists may cost up to $1,500 in legal fees and that printing costs will be between $1,000 and $5,000 depending upon the quantity printed. However, negotiations with artists have been going much more slowly than anticipated. To date, we have no signed agreements with any artist.

During the third quarter of 2012, we intend to have our web-site programmed along with our landing pages, linked to a database such as Goldmine so that our database can manage the leads that we hope to collect through our marketing efforts. We anticipate that this will cost approximately $2,000.

Our web site designer is developing our web site. We anticipate that the design of our web site will cost approximately $4,000. We intended to launch our web site in May or June 2012, using SEO (search engine optimization) through the use of Google ad-words. We believe that this may cost up to $500. As of July 24. 2012, our web site has not been launched.

During the third quarter of 2012, we hope to have the same designer, prepare our on-line marketing materials (landing pages, e-letter, and e-brochure). We anticipate that this will cost approximately $1,500.

We are in the process of locating a public relations company. During the first quarter of 2012, we began to interview artists whom we hope to represent exclusively. We have not signed with any such artists yet.

In the second quarter of 2012, we hoped to sell between 2-4 pieces of art for an aggregate total sales price of at least $50,000. During that quarter, we also hoped to negotiate and sign agreements with one or more artists who would give us exclusive representation rights for their work. We also hoped to expand our marketing and public relations efforts during that quarter by entering into an agreement with a public relations company. None of those milestones were reached during the second quarter.

In the third quarter of 2012, we hope to sell 4-6 pieces of art for an aggregate total sales price of at least $80,000, and to expand our sales efforts by hiring a full time assistant to process sales. By that quarter, we also hope to be in a position to purchase artwork for our company account for later re-sale to customers. There is a higher profit margin for artwork purchased by us and resold to customers than there is for artwork that is sold on consignment.

For each of the last three paragraphs, our ability to execute our plans is at least partly dependent upon the cash flow from the previous quarter's operations. As noted, we had no sales and no revenues in the second quarter of 2012. There can be no assurance that these plans will materialize at the pace at which we have described them.

We are not aware of any trends or of any demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way.

We have no material commitments for capital expenditures as of the end of the latest fiscal period, nor have we incurred any such commitments during the current fiscal period. As noted above, we are currently selling all of our artwork on consignment and do not anticipate being able to purchase artwork for resale until at least the third quarter of 2012.

We have no material trends, favorable or unfavorable, in our capital resources. We do not use off-balance sheet financing and have no debt.

We are not aware of any unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from continuing operations. We do not believe that there are any other significant components of revenues or expenses that should be described in order to understand our results of operations.

We are not aware of any trends or uncertainties that have had, or that we reasonably expect will have, a material favorable or unfavorable impact on our net sales or revenues or income from continuing operations. While we believe that there is a greater interest in purchasing art for investment as a result of volatility in the capital markets, we believe that its impact going forward will be a gradual upward trend and will not be materially different from reporting period to reporting period. We do not believe that interest in art as an investment will decline when and if the financial markets stabilize. Our operations are too new for inflation and changing prices to have had an impact on our net sales and revenues and on income from continuing operations.

We do not have any off-balance sheet arrangements.

Sales Process for Telephone Retail Art Sales

People who search online for “art investment” may be directed to forms that will notify us that they may be interested in investing in art. The same will happen when people click on our banner ads. We refer to the forms these people fill out as “online lead forms.” Mr. Cohen will attempt to contact the people who have filled out the online lead forms and convince the potential customer to purchase artwork from us. When we are able to hire a sales staff, Mr. Cohen will write a sales script that will be used by our art sales staff in making their sales pitches to qualified leads. The sales staff will educate the potential customer about art and convince him or her to take the opportunity to invest in a valuable piece of art that is now available at an attractive price.

The target price for a first sale will be $2,500.

If the customer agrees to purchase a piece of art, Mr. Cohen or the sales agent will email an agreement to the customer, which will lay out the terms of the transaction, and require the customer to wire funds to the Company’s account, including all shipping charges.

From time to time we may send a customer, who has purchased artwork from us, a newsletter highlighting information about the general art investment market, and showcasing any press information on either a sale of artwork by the artist whose work he purchased from us, or on our company.

A second contact will be made by telephone four to six months after the initial purchase, with the aim of closing an additional sale at a higher target price point of $4,500 on average. This process is repeated on a regular basis with increasing target prices for each purchase. It is assumed that a converted buyer will purchase art two to three times per year at $4,500 to $8,500 per purchase.

Face to Face Art Sales and Home Gallery Openings

In the third quarter of 2011 we were able to negotiate a consignment based deal with two artists, pursuant to which the artists would loan us their artwork and we would market it to potential customers.

In October 2011, we held a home gallery opening party for the sale of our artwork at the home of the individual who bought two of our artists' paintings.

In November 2011, we sold two pieces of art – for a total sale price of $24,000.

In January and February 2012, we sold three pieces of art for a total sale price of $78,455.

The people whom we have approached to host home art gallery openings to date have been friends of Mr. Cohen, or people who want to share the artwork with their neighbors/friends. Often, the persons hosting the home art gallery openings assist us in our marketing efforts by inviting their friends who might be interested in purchasing art to attend.

We do not pay the hosts of the home art gallery openings, and they do not share in the profits of any sales made.

Additional Equity Raises

On May 18, 2011, the Company issued 1,500,000 shares of common stock to Mr. Avinoam Cohen, a director of the Company, for a $22,500 subscription receivable. Payment was received in 2011.

On May 23, 2011, the Company issued 500,000 shares of common stock to Ms. Anna Irena De Vincenz, a director of the Company, for a $7,500 subscription receivable. Payment was received in 2011.

The shares that were issued to Mr. Cohen and Ms. De Vincenz were issued in transactions that were exempt from the registration requirements of the Securities Act pursuant to Section 4.2 of the Securities Act.

We still do not have sufficient resources to effectuate our business plan. As of June 30, 2012, we had approximately $7,734 in cash. As a result, the Company is investigating alternative business opportunities, which may include a merger with another company.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 4T. 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

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

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

None

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Mattes to a Vote of Security Holders

There was no matter submitted to a vote of security holders during the fiscal quarter ended June 30, 2012.

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

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: July 31, 2012	By:	/s/ Avinoam Cohen
		Name: Avinoam Cohen Title: President, Chief Executive Officer, Treasurer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)

Date: July 31, 2012		By: /s/ Anna Irena de Vincenz
		Name: Anna Irena de Vincenz Title: Secretary and Director

Attached files

CLASSWORX INC Reports

Also read