UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

————————————

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended October 31, 2012

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 (State or other jurisdiction of Incorporation or Organization) 2601 Annand Drive Suite 16 Wilmington, DE (Address of principal executive offices)	20-1568059 (I.R.S. Employer Identification No.) 19808 (Zip Code)
Registrant’s telephone number, including area code: (302) 998-8824

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 ¨ No ý

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨. No ý.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one).

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller Reporting Company ý

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

The number of shares of the registrant’s Common Stock issued and outstanding as of September 12, 2013 was 23,187,426.

Universal Capital Management, Inc. (the “Company,” “our” or “we”) filed a Quarterly Report on Form 10-Q for the period ended October 31, 2012 (the “Original Report”) with the Securities and Exchange Commission (“SEC”) on December 14, 2012. The Financial Statements contained in the Original Report were not reviewed by the Company’s independent registered public accounting firm and a note to that effect was inserted at the beginning of the Original Report. We are filing this Amendment No. 1 to Quarterly Report on Form 10-Q/A (the “Amended Report”) to remove the note that the unaudited Financial Statements were not reviewed by the Company’s independent registered public accounting firm and to amend the Original Report as follows:

1.

The note inserted at the beginning of the Original Report stating that the Financial Statements contained in the Original Report were not reviewed by the Company’s independent registered public accounting firm is deleted. There were several adjustments to the Company’s October 31, 2012 Financial Statements included in the Original Report, primarily related to investments valuation, accruals, income taxes and presenting the Company as an operating commercial company rather than a Business Development Company. The following tables provide the change from the Original Report as compared to the Amended Report for the balance sheet, statement of operations and comprehensive income (loss) and statement of cash flows.

2.

The Financial Statements contained in Part I. Item 1 of the Original Report are deleted in their entirety and replaced with the Financial Statement contained in Part I. Item 1 of this Amended Report.

3.

The Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part I. Item 2 of the Original Report is deleted in its entirety and replaced with the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part I. Item 2 of this Amended Report.

4.

Unregistered Sales of Equity Securities and Use of Proceeds contained in Part II. Item 2 of the Original Report is deleted in its entirety and replaced with Unregistered Sales of Equity Securities and Use of Proceeds contained in Part II. Item 2 of this Amended Report.

5.

Controls and Procedures contained in Part II. Item 4 of the Original Report is deleted in its entirety and replaced with the Controls and Procedures contained in Part II. Item 4 of this Amended Report.

6.

The information contained in Part II. Item 6 Exhibits of the Original Report is revised only to reflect the filing of currently dated certifications of our principal executive officer and our principal financial officer, which are attached to this Amended Report.

Except as described above, this Amended Report does not modify or update any other disclosures in, or exhibits to, the Original Report and this Amended Report continues to speak as of the date of the Original Report. Accordingly, this Amended Report should be read in conjunction with the Original Report and all of our filings made with the SEC subsequent to the filing of the Original Report, as information in such filings may update or supersede certain information contained in this Amended Report and the Original Report.

Balance Sheet (Unaudited)

	At October 31, 2012
	As Reported			Adjustments			As Restated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	17,487		$	-		$	17,487
Available-for-sale marketable equity securities		-			373,599			373,599
Prepaid expenses		1,004			615			1,619
TOTAL CURRENT ASSETS		18,491			374,214			392,705
LONG-TERM ASSETS
Investments		1,274,820			(1,274,820	)		-
Deferred income tax		1,752,000			(1,752,000	)		-
Long-term loans		97,283			(97,283	)		-
Rent deposit		1,100			-			1,100
TOTAL LONG-TERM ASSETS		3,125,203			(3,124,103	)		1,100
TOTAL ASSETS	$	3,143,694		$	(2,749,889	)	$	393,805
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	336,261		$	12,263		$	348,524
Accounts payable, related parties		10,000			(10,000	)		-
Accrued expenses		-			209,277			209,277
Current state income taxes payable		-			128,000			128,000
Advances from shareholders		-			-			-
Notes payable		25,100			-			25,100
Notes payable, related parties		-			292,903			292,903
Accrued payroll and payroll taxes		-			130,927			130,927
Accrued interest		-			92,050			92,050
Accrued liability - joint venture		485,000			(485,000	)		-
Accrued interest, related parties		-			107,947			107,947
TOTAL CURRENT LIABILITIES		856,361			478,367			1,334,728
LONG-TERM LIABILITIES
Accrued expenses		203,171			(203,171	)		-
Advances from shareholders		-			-			-
Notes payable, related parties		282,903			(282,903	)		-
Accrued interest		92,050			(92,050	)		-
Accrued interest, related parties		107,596			(107,596	)		-
TOTAL LONG-TERM LIABILITIES		685,720			(685,720	)		-
TOTAL LIABILITIES		1,542,081			(207,353	)		1,334,728
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Common stock, $0.001 par value, 60,000,000 shares authorized; 15,487,426 issued and outstanding at October 31, 2012		22,127			(6,640	)		15,487
Common stock issuable, 1,500,000 shares		-			1,500			1,500
Additional paid-in capital		8,686,202			(184,691	)		8,501,511
Accumulated Deficiency
Beg. Retained earnings		(6,874,779	)		6,874,779			-
Net income (loss)		(231,937	)		231,937			-
End. Retained earnings		-			(9,515,622	)		(9,515,622	)
Accumulated other comprehensive income (loss)		-			56,201			56,201
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)		1,601,613			(2,542,536	)		(940,923	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)	$	3,143,694		$	(2,749,889	)	$	393,805

Statement of Operations and Comprehensive Loss (Unaudited)

	Three Months Ended October 31, 2012
	As Reported			Adjustments			As Restated
Revenue
Management services
Affiliates	$	2,382		$	1		$	2,383
Total Management Services		2,382			1			2,383
Total Revenue		2,382			1			2,383
Operating Expenses
Salaries and wages		-			-			-
Professional fees		271,215			95,200			366,415
Insurance		7,176			-			7,176
Interest expense		15,710			(15,710	)		-
General and administrative		8,541			260			8,801
Bad debt expense		56,387			(56,387	)		-
Total Operating Expenses		359,029			23,363			382,392
Operating Loss		(356,647	)		(23,362	)		(380,009	)
Other Income (Expense)
Miscellaneous Income		7,802			-			7,802
Interest expense		-			(15,510	)		(15,510	)
Loss on impairment of non-marketable equity securities		-			(34,845	)		(34,845	)
Loss on sale of available-for-sale marketable equity securities		(3,593	)		-			(3,593	)
Unrealized appreciation on investments		27,824			(27,824	)		-
Total Other Income (Expense)		32,033			(78,179	)		(46,146	)
Net Loss before Income Taxes		(324,614	)		(101,541	)		(426,155	)
Income tax benefit (provision)		120,000			(120,000	)		-
Net Loss	$	(204,614	)	$	(221,541	)	$	(426,155	)
Comprehensive Loss
Unrealized income on available-for-sale marketable equity securities		-			90,676			90,676
Total Comprehensive Loss	$	(204,614	)	$	(130,865	)	$	(335,479	)
Basic and Diluted Loss Per Share	$	(0.01	)	$	(0.02	)	$	(0.03	)
Weighted Average Shares – Basic and Diluted		15,012,781			1,317,036			16,329,817

Statement of Operations and Comprehensive Loss (Unaudited)

	Six Months Ended October 31, 2012
	As Reported			Adjustments			As Restated
Revenue
Management services
Affiliates	$	43,010		$	-		$	43,010
Total Management Services		43,010			-			43,010
Total Revenue		43,010			-			43,010
Operating Expenses
Salaries and wages		12,502			23			12,525
Professional fees		277,191			95,200			372,391
Insurance		13,885			-			13,885
Interest expense		20,704			(20,704	)		-
General and administrative		17,776			(285	)		17,491
Bad debt expense		56,387			(56,387	)		-
Total Operating Expenses		398,445			17,847			416,292
Operating Loss		(355,435	)		(17,847	)		(373,282	)
Other Income (Expense)
Miscellaneous Income		7,802			-			7,802
Interest expense		-			(20,703	)		(20,703	)
Loss on impairment of non-marketable equity securities		-			(34,845	)		(34,845	)
Loss on sale of available-for-sale marketable equity securities		(3,593	)		-			(3,593	)
Unrealized depreciation on investments		(104,711	)		104,711			-
Total Other Income (Expense)		(100,502	)		49,163			(51,339	)
Net Income (Loss) before Income Taxes		(455,937	)		31,316			(424,621	)
Income tax benefit (provision)		224,000			(224,000	)		-
Net Loss	$	(231,937	)	$	(192,684	)	$	(424,621	)
Comprehensive Loss
Unrealized gain on available-for-sale marketable equity securities		-			5,051			5,051
Total Comprehensive Loss	$	(231,937	)	$	(187,633	)	$	(419,570	)
Basic and Diluted Loss Per Share	$	(0.02	)	$	(0.01	)	$	(0.03	)
Weighted Average Shares – Basic and Diluted		15,012,781			(204,159	)		14,808,622

Statement of Cash Flows (Unaudited)

	Six Months Ended October 31, 2012
	As Reported			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(231,937	)	$	(192,684	)	$	(424,621	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Loss on sale and impairment of available-for-sale marketable equity securities		(3,593	)		27,031			23,438
Impairment of non-marketable equity securities		-			15,000			15,000
Purchase of investment securities		(342,930	)		342,930			-
Net unrealized depreciation of investments		104,711			(104,711	)		-
Deferred income taxes		(224,000	)		224,000			-
Share based compensation expense		-			364,000			364,000
(Increase) decrease in assets and liabilities:
Accounts receivable		56,387			(56,387	)		-
Prepaid expenses		1,177			(615	)		562
Accounts payable		7,876			803			8,679
Accrued expenses		8,074			(1	)		8,073
Accrued interest, related parties		10,280			352			10,632
Net cash provided by (used in) operating activities		(613,955	)		619,718			5,763
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of available-for-sale marketable equity securities		-			14,884			14,884
Purchase of non-marketable securities		-			(15,000	)		(15,000	)
Net cash used in investing activities		-			(116	)		(116	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of advance from shareholder - related party		-			(7,000	)		(7,000	)
Issuance of notes payable for purchase of investments		15,000			-			15,000
Issuance of common stock		618,800			(618,800	)		-
Repayment of debt		(11,793	)		11,793			-
Proceeds (repayment) from issuance of promissory note - related parties		-			(5,595	)		(5,595	)
Net cash provided by (used in) financing activities		622,007			(619,602	)		2,405
NET INCREASE IN CASH AND CASH EQUIVALENTS		8,052			-			8,052
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR		9,435			-			9,435
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	17,487		$	-		$	17,487
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
Cash paid for income taxes	$	2,000		$	-		$	2,000
Cash paid for interest	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Unrealized gain on available-for-sale marketable equity securities	$	-		$	5,051		$	5,051

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 4.	Controls and Procedures	4
	PART II - OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5
Item 6.	Exhibits	5

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

See Appendix

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

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 our 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 our Company’s financial statements and the notes thereto.

On November 1, 2011, the Company filed Form N-54C notification of withdrawal of election to be regulated as a BDC. The withdrawal was effective upon receipt of the Form N-54C notification by the SEC, and our Company is no longer subject to regulation as a BDC as of November 1, 2011. Since November 1, 2011, we have had no intention to invest in securities or meet the definition of an investment company, as described in Section 3 of the 1940 Act. Also, our Company is managed so it will not be deemed to be an investment company as defined in the 1940 Act and will maintain its registration under the 1934 Act and continue to be obligated to file regular reports as required thereunder. The Company determined that the one day of operations as a BDC (November 1, 2011) was not material and is utilizing that date as the commencement of operations as an operating company.

Our Company identifies, advises in development and markets consumer products. Our strategy employs three primary channels: Direct Response Television (Infomercials), Television Shopping Networks and Retail Outlets. We seek to assist and enable entrepreneurs to introduce products to the consumer market. Entrepreneurs can leverage our experience and valuable business contacts in functions such as product selection, marketing development, media buying and direct response television production. Inventors and entrepreneurs submit products or business concepts for our input and advice. We generate revenues from two primary sources (i) management of the entire business cycle of the consumer product and (ii) sales of consumer products, for which we receive a share of net profits of consumer products sold. We do not manufacture any of our products. As of the date of this Form 10-Q/A, we have generated limited revenues and do not rely on any principal products. While the Company has received limited revenues from management fees generated from the sales of several products, none of these fees have generated material revenues. We currently do not sell any internally developed or Company owned products.

We are currently positioning our Company to expand its business and become a diversified holding company that is engaged in different businesses through the operation of consolidated subsidiaries. We plan to accomplish this expansion through acquisition, merger or the formation of newly created subsidiaries. We are currently in various stages of talks with several companies that could further the company's goal to become a diversified holding company, but no agreements have been reached to date.

Financial Condition

As reflected in the accompanying unaudited financial statements, the Company had a net loss of $424,621 for the six months ended October 31, 2012. Additionally, at October 31, 2012, the Company has minimal cash and has a working capital deficit of $942,023, an accumulated deficiency of $9,515,622 and a stockholders’ deficiency of $940,923, which could have a material impact on the Company’s financial condition and operations. As a result of the significant working capital deficit at October 31, 2012, the Company does not have sufficient cash resources or current assets to pay its obligations.

1

The Company has been selling certain available-for-sale marketable equity securities to meet current obligations. Additionally, the Company is in the process of discussing financing scenarios with several groups relating to assisting with the financial requirements to implement the business strategy and business plan.

Results of Operations

Three months ending October 31, 2012, compared to the three months ended October 31, 2011

For the three months ended October 31, 2012, we had revenue in the amount of $2,383 for management services as compared to revenue of $45,804 for the three months ended October 31, 2011. For the three months ended October 31, 2012 and 2011, respectively, all of our revenue was comprised of management services provided to affiliates.

Total operating expenses for the three months ended October 31, 2012 were $382,392 as compared to total operating expenses for the three months ended October 31, 2011 of $44,220. The increase was primarily from $364,000 of professional fees related to share-based compensation expense. The share-based compensation expense was for 3,700,000 shares of Company common stock subscribed for services provided by consultants and other professionals.

Other expense for the three months ended October 31, 2012 was $46,146 as compared to $199,304 of expense for the three months ended October 31, 2011. The 2011 amount consisted primarily of $195,000 for the loss on the sale of available-for-sale marketable equity securities. The 2012 amount consisted primarily of $34,845 of loss on the impairment of non-marketable equity securities and $15,510 of interest expense, offset by $7,802 of miscellaneous income.

We had a net loss of $426,155 for the three months ended October 31, 2012 as compared to a net loss of $148,493 for the three months ended October 31, 2011. As discussed previously, the significant 2012 loss was primarily from $364,000 of professional fees related to share-based compensation expense while the 2011 loss was primarily from $195,000 of loss for the sale of available-for-sale marketable equity securities.

For the three months ended October 31, 2012, we had a $90,676 unrealized gain on available-for-sale marketable equity securities resulting in a total comprehensive loss of $335,479. For the three months ended October 31, 2011, we had an $7,794 unrealized loss on available-for-sale marketable equity securities resulting in a total comprehensive loss of $156,287.

Six months ending October 31, 2012, compared to the Six months ended October 31, 2011

For the six months ended October 31, 2012, we had revenue in the amount of $43,010 for management services as compared to revenue of $116,852 for the six months ended October 31, 2011. For the six months ended October 31, 2012 and 2011, respectively, all of our revenue was comprised of management services provided to affiliates.

Total operating expenses for the six months ended October 31, 2012 were $416,292 as compared to total operating expenses for the six months ended October 31, 2011 of $95,359. The increase was primarily from $364,000 of professional fees related to share-based compensation expense. The share-based compensation expense was for 3,700,000 shares of Company common stock subscribed for services provided by consultants and other professionals.

Other expense for the six months ended October 31, 2012 was $51,339 as compared to $393,112 of expense for the six months ended October 31, 2011. The 2011 amount consisted primarily of $380,339 for the loss on the sale of available-for-sale marketable equity securities. The 2012 amount consisted primarily of $34,845 of loss on the impairment of non-marketable equity securities and $20,703 of interest expense, offset by $7,802 of miscellaneous income.

We had a net loss of $424,621 for the six months ended October 31, 2012 as compared to a net loss of $371,619 for the six months ended October 31, 2011. As discussed previously, the significant 2012 loss was primarily from $364,000 of professional fees related to share-based compensation expense while the 2011 loss was primarily from $380,339 of loss for the sale of available-for-sale marketable equity securities.

For the six months ended October 31, 2012, we had a $5,051 unrealized gain on available-for-sale marketable equity securities resulting in a total comprehensive loss of $419,570. For the six months ended October 31, 2011, we had a $133,795 unrealized gain on available-for-sale marketable equity securities resulting in a total comprehensive loss of $237,824.

2

Liquidity and Capital Resources

From inception, our Company has relied upon the infusion of capital through capital share transactions for liquidity. Our Company had $17,487 of cash at October 31, 2012. Consequently, payment of operating expenses will have to come similarly from equity capital to be raised from investors, from borrowed funds or from the success of our direct response products we are managing. There is no assurance that we will be successful in raising such additional equity capital or additional borrowings or if we can, that we can do so at a price that management believes to be appropriate.

Recently, it was necessary for us to dispose of some of our available-for-sale marketable equity securities to meet our operational needs. In the future, we may be forced to continue to dispose of these securities if our Company ever becomes short of cash. Any such dispositions may have to be made at inopportune times.

Critical Accounting Estimates

Investments

The Company invests in various marketable equity instruments and accounts for such investments in accordance with ASC 320 “Investments – Debt and Equity Securities”.

Certain securities that the Company may invest in may be determined to be non-marketable. Non-marketable securities where the Company owns less than 20% of the investee are accounted for at cost pursuant to ASC topic 323-10 “Investments - Equity Method and Joint Ventures”.

Management determines the appropriate classification of its investments at the time of acquisition and reevaluates such determination at each balance sheet date. Trading securities that the Company may hold are treated in accordance with ASC 320 with any unrealized gains and losses included in earnings. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, reported as a separate component of stockholders' equity. Investments classified as held-to-maturity are carried at amortized cost. In determining realized gains and losses, the cost of the securities sold is based on the specific identification method.

The Company periodically reviews its investments in marketable and non-marketable securities and impairs any securities whose value is considered non-recoverable. The Company's determination of whether a security is other than temporarily impaired incorporates both quantitative and qualitative information. GAAP requires the exercise of judgment in making this assessment for qualitative information, rather than the application of fixed mathematical criteria. The Company considers a number of factors including, but not limited to, the length of time and the extent to which the fair value has been less than cost, the financial condition and near term prospects of the issuer, the reason for the decline in fair value, changes in fair value subsequent to the balance sheet date, and other factors specific to the individual investment. The Company's assessment involves a high degree of judgment and accordingly, actual results may differ materially from the Company's estimates and judgments. The Company recorded $34,845 and zero impairment charges for securities during the three months ended October 31, 2012 and 2011, respectively.

Stock-Based Compensation

On May 1, 2006, the Company adopted ASC 718 formerly, Statement of Financial Accounting Standard of Financial Accounting Standard No. 123(R) (“SFAS 123(R)”), Share-Based Payment (as amended), using the modified prospective method as permitted under SFAS 123(R). Under this transition method, compensation cost recognized in the first quarter of fiscal 2007 includes compensation cost for all share-based payments granted prior to but not yet vested as of April 30, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123. In accordance with the modified prospective method of adoption, the Company’s results of operations and financial position for the prior periods have not been restated.

3

Item 4

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our Company evaluated the effectiveness and design and operation of its disclosure controls and procedures. Our Company’s disclosure controls and procedures are the controls and other procedures that we designed to ensure that our Company records, processes, summarizes, and reports in a timely manner the information that it must disclose in reports that our Company files with or submits to the Securities and Exchange Commission. Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2012 and concluded that the disclosure controls and procedures were not effective, because our Company did not have a full time Accounting Controller or Chief Financial Officer and utilized a part time consultant to perform these critical responsibilities. The absence of a full time accounting staff resulted in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal controls. The material weakness identified resulted in several adjustments to the Company’s October 31, 2012 Financial Statements primarily related to investments valuation, accruals and income taxes.

The Company plans to hire a full time Controller or Chief Financial Officer in the future when sufficient cash funds are available from either the sale of Company securities or through cash flow generated through its new business plan.

Changes in Internal Control Over Financial Reporting.

No change in our Company’s internal control over financial reporting occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

4

PART II – OTHER INFORMATION

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds.

During the period covered by this report, we sold the following unregistered securities:

Securities issued for services

Date	Security/Value
August 12, 2012	Common stock – 1,500,000 shares of common stock. The common stock was valued at $0.14 per share.
August 21, 2012	Common stock – 2,200,000 shares of common stock. The common stock was valued at $0.07 per share.

No underwriters were utilized and no commissions or fees were paid with respect to any of the above transactions. We relied on Section 4(2) of the Securities Act of 1933, as amended, since the transactions did not involve any public offering.

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.
101	The following unaudited financial information from Universal Capital Management, Inc.'s Quarterly Report on Form 10-Q-A for the quarter ended October 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets; (ii) Statements Of Operations And Comprehensive Income (Loss); (iii) Statements Of Cash Flows; and (iv) Notes to Financial Statements.

5

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.
September 17, 2013	By:	/s/ Michael D. Queen
	Michael D. Queen, Principal Executive Officer and Principal Financial Officer

6

UNIVERSAL CAPITAL MANAGEMENT, INC.

FINANCIAL STATEMENTS

October 31, 2012

(UNAUDITED)

CONTENTS

	PAGE
BALANCE SHEETS	F-2
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)	F-3
STATEMENTS OF CASH FLOWS (UNAUDITED)	F-4
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)	F-5 – F-21

F-1

UNIVERSAL CAPITAL MANAGEMENT, INC.

BALANCE SHEETS

	October 31, 2012			April 30, 2012
	(Unaudited)
	(As Restated - Note 12)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	17,487		$	9,435
Available-for-sale marketable equity securities		373,599			387,025
Prepaid expenses		1,619			2,181
TOTAL CURRENT ASSETS		392,705			398,641
LONG-TERM ASSETS
Non-marketable equity securities, at cost - net of $34,588 and $0 allowance		-			19,845
Rent deposit		1,100			1,100
TOTAL LONG-TERM ASSETS		1,100			20,945
TOTAL ASSETS	$	393,805		$	419,586
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	348,524		$	339,845
Accrued expenses		209,277			201,204
Current state income taxes payable		128,000			128,000
Advances from shareholders		-			7,000
Notes payable		25,100			10,100
Notes payable, related parties		292,903			298,498
Accrued payroll and payroll taxes		130,927			130,927
Accrued interest		92,050			92,050
Accrued interest, related parties		107,947			97,315
TOTAL CURRENT LIABILITIES		1,334,728			1,304,939
CONTINGENCIES (NOTE 10)
STOCKHOLDERS’ DEFICIENCY
Common stock, $0.001 par value, 60,000,000 shares authorized;15,487,426 issued and outstanding at October 31, 2012 and April 30, 2012, respectively		15,487			13,287
Common stock issuable, 1,500,000 shares		1,500			-
Additional paid-in capital		8,501,511			8,141,211
Accumulated deficiency		(9,515,622	)		(9,091,001	)
Accumulated other comprehensive income		56,201			51,150
TOTAL STOCKHOLDERS’ DEFICIENCY		(940,923	)		(885,353	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	393,805		$	419,586

See accompanying unaudited notes to these unaudited financial statements.

F-2

UNIVERSAL CAPITAL MANAGEMENT, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	For the						For the
	Three Months Ended October 31,						Six Months Ended October 31,
	2012			2011			2012			2011
	(As Restated - Note 12)						(As Restated - Note 12)
Revenue
Management services - affiliates	$	2,383		$	95,152		$	43,010		$	116,852
Total Revenue		2,383			95,152			43,010			116,852
Operating Expenses
Salaries and wages		-			10,233			12,525			18,161
Professional fees		366,415			8,699			372,391			12,626
Insurance		7,176			13,180			13,885			33,058
General and administrative		8,801			11,904			17,491			30,915
Depreciation		-			125			-			599
Total Operating Expenses		382,392			44,141			416,292			95,359
Operating Income (Loss)		(380,009	)		51,011			(373,282	)		21,493
Other Expense
Miscellaneous Income		7,802			300			7,802			1,420
Interest expense		(15,510	)		(4,804	)		(20,703	)		(14,193	)
Loss on impairment of non-marketable equity securities		(34,845	)		-			(34,845	)		-
Loss on sale of available-for-sale marketable equity securities		(3,593	)		(195,000	)		(3,593	)		(380,339	)
Total Other Expense		(46,146	)		(199,504	)		(51,339	)		(393,112	)
Net Loss before Income Taxes		(426,155	)		(148,493	)		(424,621	)		(371,619	)
Income tax provision		-			-			-			-
Net Loss	$	(426,155	)	$	(148,493	)	$	(424,621	)		(371,619	)
Comprehensive Loss
Unrealized gain (loss) on available-for-sale marketable equity securities		90,676			(7,794	)		5,051			133,795
Total Comprehensive Loss	$	(335,479	)	$	(156,287	)	$	(419,570	)	$	(237,824	)
Basic and Diluted Net Loss Per Share	$	(0.03	)	$	(0.03	)	$	(0.03	)	$	(0.06	)

See accompanying unaudited notes to these unaudited financial statements.

F-3

UNIVERSAL CAPITAL MANAGEMENT, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the
	Six Months Ended October 31,
	2012			2011
	(As Restated - Note 12)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(424,621	)	$		(371,619	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Loss on sale of available-for-sale marketable equity securities		3,593				380,339
Impairment of non-marketable equity securities		34,845				-
Depreciation expense		-				599
Share based compensation expense		364,000				-
(Increase) decrease in assets and liabilities:
Deferred income taxes		-				-
Current income taxes		-				-
Accounts receivable		-				(49,296	)
Prepaid expenses		562				4,749
Accounts payable		8,679				(272	)
Accrued expenses		8,073				(5,000	)
Accrued payroll and payroll taxes		-				(2,910	)
Accrued interest, related parties		10,632				14,111
Net cash provided by (used in) operating activities		5,763				(29,299	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of available-for-sale marketable equity securities		14,884				90,436
Purchase of available-for-sale marketable equity securities		-				(13,400	)
Purchase of non-marketable securities		(15,000	)			-
Net cash provided by (used in) investing activities		(116	)			77,036
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of advances from shareholder		(7,000	)			-
Repayment of debt		-				(4,799	)
Issuance of notes payable for purchase of investments		15,000				-
Issuance of common stock for services		-				-
Repayment from issuance of promissory note - related parties		(5,595	)			(43,000	)
Net cash provided by (used in) financing activities		2,405				(47,799	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		8,052				(62	)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR		9,435				15,445
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	17,487		$		15,383
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
Cash paid for income taxes	$	2,000		$	5,000
Cash paid for interest	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Unrealized gain (loss) on available-for-sale marketable equity securities	$	5,051		$	133,795

See accompanying unaudited notes to these unaudited financial statements.

F-4

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History and Nature of Business and Going Concern

Universal Capital Management, Inc. (the “Company”, “we”, “us”, “our”) identifies, advises in development and markets consumer products. Our strategy employs three primary channels: Direct Response Television (Infomercials), Television Shopping Networks and Retail Outlets. We seek to assist and enable entrepreneurs to introduce products to the consumer market. Entrepreneurs can leverage our experience and valuable business contacts in functions such as product selection, marketing development, media buying and direct response television production. Inventors and entrepreneurs submit products or business concepts for our input and advice. We generate revenues from two primary sources (i) management of the entire business cycle of the consumer product and (ii) sales of consumer products, for which we receive a share of net profits of consumer products sold. We do not manufacture any of our products. As of the date of this filing we have generated limited revenues, do not rely on any principal products and do not sell any internally developed or Company owned products.

On November 1, 2011, the Company filed Form N-54C notification of withdrawal of election to be regulated as a Business Development Company (“BDC”). The withdrawal was effective upon receipt of the Form N-54C notification by the SEC, and our Company is no longer subject to regulation as a BDC. The Company determined that the one day of operations as a BDC (November 1, 2011) was not material and is utilizing that date as the commencement of operations as an operating company.

We have no intention to invest in securities or meet the definition of an investment company, as described in Section 3 of the 1940 Act. Our Company will be managed so it will not be deemed to be an investment company as defined in the 1940 Act. Our company will maintain its registration under the 1934 Act and we will continue to be obligated to file regular reports as required thereunder.

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying unaudited financial statements, the Company had a net loss of $424,621 for the six months ended October 31, 2012. Additionally, at October 31, 2012, the Company has minimal cash and has a working capital deficit of $942,023, an accumulated deficiency of $9,515,622 and a stockholders’ deficiency of $940,923, which could have a material impact on the Company’s financial condition and operations. As a result of the significant working capital deficit at October 31, 2012, the Company does not have sufficient cash resources or current assets to pay its obligations.

In view of these matters, recoverability of any asset amounts shown in the accompanying unaudited financial statements is dependent upon the Company’s ability to achieve a level of profitability. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Since inception, the Company has financed its activities from the sale of equity securities and from loans. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements. The accompanying unaudited financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.

We are currently positioning our Company to expand its business and become a diversified holding company that is engaged in different businesses through the operation of equity method investees. We plan to accomplish this expansion through acquisition, merger or the formation of newly created subsidiaries. We are currently in various stages of talks with several target companies that could further the company's goal to become a diversified holding company, but no agreements have been reached to date.

F-5

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounting Changes

The withdrawal of the Company's election to be regulated as a BDC resulted in a change in reporting entity and a change in accounting principle. BDC financial statement presentation and accounting use the “fair value” method of accounting, which requires BDCs to value certain of their investments at market value as opposed to historical cost and to recognize all unrealized gains or losses in operations. As an operating company, the Company will use either the fair-value or historical-cost method (Accounting Standards Codification “ASC” 320 – “Investments – Debt and Equity Securities”) of accounting for financial statement presentation and accounting for securities held, depending on how the investment is classified and how long the Company intends to hold the investment and will recognize unrealized gains or losses as a component of stockholders’ equity (deficiency). Also certain financial statements or schedules which are required to be presented for a BDC are not required for an operating company and the presentation and classification of items in the balance sheets, statements of operations and statements of cash flows will differ from that in a BDC. In accordance with ASC 250 “Accounting Changes and Error Corrections”, the change from a BDC to an operating company has been retrospectively applied to all periods presented in the accompanying unaudited financial statements.

As a BDC, the balance sheet was unclassified and presented with investment securities as the primary asset, a composition of net assets and an equivalent net asset value per share. As an operating company, assets and liabilities are classified as current and long-term, stockholders’ equity (deficiency) is presented instead of net assets and unrealized gains (losses) on securities is included as a component of accumulated other comprehensive income (loss). As a BDC, the statement of operations included unrealized appreciation (depreciation) on investments, and presented net increase (decrease) in net assets resulting from operations and as a per share amount. As an operating company, unrealized gains and losses on investments is excluded from net income and classified as a component of comprehensive income (loss). Additionally, net loss and net loss per share are reported.

Basis of Presentation

The accompanying unaudited interim period financial statements of 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 of the periods 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 accompanying unaudited 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-A and 10-K for the fiscal year ended April 30, 2012, as filed with the Securities and Exchange Commission on August 14, 2013 and June 27, 2013, respectively. The interim operating results for the six months ending October 31, 2012 are not necessarily indicative of operating results expected for the full year.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investments

The Company invests in various marketable equity instruments and accounts for such investments in accordance with ASC 320 “Investments – Debt and Equity Securities”.

Certain securities that the Company may invest in may be determined to be non-marketable. Non-marketable securities where the fair market value is not readily determinable and the Company owns less than 20% of the investee are accounted for at cost pursuant to ASC topic 325-20 “Cost Method Investments”. Non-marketable securities where the Company owns greater than 20% of the investee are accounted for pursuant to ASC topic 323-10 “Investments - Equity Method and Joint Ventures”. Non-marketable securities for investments in joint ventures are accounted for pursuant to ASC topic 323-30 “Partnerships, Joint Ventures, Limited Liability Entities”

F-6

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Management determines the appropriate classification of its investments at the time of acquisition and reevaluates such determination at each balance sheet date. Trading securities that the Company may hold are treated in accordance with ASC 320 with any unrealized gains and losses included in earnings. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, reported as a separate component of stockholders' equity. Investments classified as held-to-maturity are carried at amortized cost. In determining realized gains and losses, which are included in earnings in the period of disposal, the cost of the securities sold is based on the specific identification method.

The Company periodically reviews its investments in marketable and non-marketable securities and impairs any securities whose value is considered non-recoverable. The Company's determination of whether a security is other than temporarily impaired incorporates both quantitative and qualitative information. Generally Accepted Accounting Principles ("GAAP") requires the exercise of judgment in making this assessment for qualitative information, rather than the application of fixed mathematical criteria. The Company considers a number of factors including, but not limited to, the length of time and the extent to which the fair value has been less than cost, the financial condition and near term prospects of the issuer, the reason for the decline in fair value, changes in fair value subsequent to the balance sheet date, and other factors specific to the individual investment. The Company's assessment involves a high degree of judgment and accordingly, actual results may differ materially from the Company's estimates and judgments. The Company recorded $34,845 and zero impairment charges for securities during the six months ended October 31, 2012 and 2011, respectively.

Investments in securities of affiliates represent holdings of more than 5% of the issuer's voting common stock.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from the estimates.

Cash Equivalents

For the 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.

Concentration of Credit Risk

Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash. At October 31, 2012 the Company did not have deposits with a financial institution that exceeded the FDIC deposit insurance coverage.

Notes Receivable

Notes receivable consist of monies loaned to its portfolio companies evidenced by a note specifying a specific term, and interest rate and are reported at fair value. Notes receivable are presented as due from affiliated and non-affiliated issuers. Notes receivables from unaffiliated issuers represent notes from companies where we hold less than 5% of the issuer's voting common stock. Notes receivables from affiliated issuers represent notes from companies where we hold 5% or more of the issuer’s voting common stock. The Company provides an allowance for losses on notes receivable based on a review of the current status of existing receivables and management’s evaluation of periodic aging of accounts.

F-7

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company charges off notes receivable against the allowance for losses when an account is deemed to be uncollectible. The provision for doubtful accounts was approximately $30,014 as of October 31, 2012 and April 30, 2012, respectively.

Accounts Receivable

Accounts receivable consist of fees for services provided by the Company and are reported at fair value. Accounts receivable are presented as due from affiliated and non-affiliated issuers. Accounts receivable from unaffiliated issuers represent receivables from companies where we hold less than 5% of the issuer's voting common stock. Accounts receivable from affiliated issuers represent receivables from companies where we hold 5% or more of the issuer’s voting common stock. The Company provides an allowance for losses on trade receivables based on a review of the current status of existing receivables and management’s evaluation of periodic aging of accounts. The Company charges off accounts receivable against the allowance for losses when an account is deemed to be uncollectible. It is not the Company’s policy to accrue interest on past due receivables.

Due from Affiliates and Non-Affiliates

Due from affiliates and non-affiliates represent fees that the Company has paid on behalf of a portfolio company and is reported at fair value. Due from non-affiliated issuers represent due from companies where we hold less than 5% of the issuer's voting common stock. Due from affiliated issuers represent due from companies where we hold 5% or more of the issuer’s voting common stock. There was no provision for doubtful receivables for the three months ended October 31, 2012 and 2011, respectively.

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

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, receivables, accounts payable and accrued expenses. The carrying values of cash, receivables, accounts payable and accrued expenses approximate fair value because of their short maturities.

The carrying value of the notes payable approximates fair value since the interest rate associated with the debt approximates the current market interest rates.

Revenue Recognition

Product revenue

We recognize revenue from product sales in accordance with ASC 605 — Revenue Recognition. Following agreements or orders from customers, we ship product to our customers often through a third party facilitator. Revenue from product sales is only recognized when substantially all the risks and rewards of ownership have transferred to our customers, the selling price is fixed and collection is reasonably assured. Typically, these criteria are met when our customers order is received by them and we receive acknowledgment of receipt by a third party shipper.

We also offer our customers services consisting of managing, marketing and accounting to aid in the Direct Response marketing of their product or service. In these instances, revenue is recognized when the contracted services have been provided and accepted by the customer. Deposits, if any, on these services are recognized as deferred revenue until earned.

F-8

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Management Services for Equity Investments

The Company recognizes management services revenue for equity investments received as payment in accordance with the ASC 505-50-05, Accounting by a Grantee for an Equity Instrument to be Received in Conjunction with Providing Goods or Services. The Company enters into a management service agreement with a portfolio company to provide services defined in a contract for equity instruments in the form of the portfolio company’s common stock or warrants to purchase common stock. The fair value of the common stock is the portfolio company’s current fair market value and the fair value of the warrant is determined using the Black-Scholes method of valuation. The fair value of the equity instruments is also the Company’s cost basis in the portfolio company’s securities and the income that is recognized for management services. The Company recognizes management services revenue for which payment is to be received in cash as services are provided and in accordance with the revenue recognition criteria of the Securities and Exchange Commission. If persuasive evidence of an arrangement exists, the price is fixed or determinable and collectability is reasonably assured, revenue is deferred and recognized evenly as services are provided over the life of the contract unless otherwise stated in the contract.

Accounting Services

The Company provides accounting and other administrative services to its companies. Upon entering into a contract with the company, the Company provides services as defined in the contract and revenue is recognized as incurred or as otherwise stated in the contract based on similar criteria as for management services discussed above.

Stock Based Compensation

The Company accounts for stock based compensation in accordance with ASC 718, Compensation – Share Based Compensation. This statement requires the recognition of compensation expense measured at fair value when the Company obtains employee services in stock-based payment transactions.

Interest Income

The Company loans monies to its portfolio companies from time to time. These loans, which are evidenced by a note, are subject to interest accrued on a monthly basis. This interest income is recognized when accrued.

Income Taxes

We account for income taxes in accordance with FASB ASC 740 — Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of FASB ASC 740 — Income Taxes.

FASB ASC 740 requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

F-9

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 or depreciation in investment value for financial statements 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 to refundable for the period plus or minus the change during the period in deferred tax assets or liabilities.

Recoverability of Long Lived Assets

The Company follows ASC-360-10-20, Property, Plant and Equipment – Overall. This standard states that long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the excess of the asset’s carrying amount over the estimated fair market value.

Reclassifications

Certain reclassifications were made to the October 31, 2011 unaudited financial statements in order to conform to the October 31, 2012 unaudited financial statement presentation. These changes relate primarily to the discussion of Accounting Changes in Note 1 above.

Recently Issued Pronouncements

The Company follows ASC 805, Business Combinations. This standard establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. It also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. This statement is effective for the Company beginning May 1, 2009 and will change the accounting for business combinations on a prospective basis.

The Company follows ASC 820-10, Fair Value Measurements and Disclosure, that was adopted on May 1, 2008. This position provides additional guidance for fair value measures under ASC 820-10 in determining if the market for an assets or liability is inactive and, accordingly, if quoted market prices may not be indicative of fair value. In January 2010, there was an amendment to ASC 820-10 which the Company adopted on February 1, 2010. The adoption of this amendment did not have a material impact on the Company’s financial statements.

ASC 825-10-65, Interim Disclosures About Fair Value of Financial Instruments, extends the existing disclosure requirements related to the fair value of financial instruments, which were previously only required in annual financial statements, to interim periods. Given that ASC 825-10-65 provides for additional disclosures, its adoption did not have any impact on the Company’s financial statements. The disclosure requirements under ASC 825-10-65 are included in Note 3 to the financial statements.

ASC 855, Subsequent Events, sets forth principles and requirements for subsequent events, specifically (1) the period during which management should evaluate events or transactions that may occur for potential recognition and disclosure, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date, and (3) the disclosures that an entity should make about events and transactions occurring after the balance sheet date. ASC 855 was effective for interim reporting periods ending after June 15, 2009. This standard was amended in February 2010, Amendments to Certain Recognition and Disclosure Requirements. The Company has adopted ASC 855 and its amendment, and this adoption did not have a material impact on its financial statements.

F-10

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 1- NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In June 2009, the FASB issued ASC 105-10-65, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB No. 162, which will become the source of authoritative U.S. GAAP recognized by the FASB to be applied to non-governmental entities. On its effective date, ASC 105-10-65 will supersede all then-existing, non-SEC accounting and reporting standards. ASC 105-10-65 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has adopted ASC 105-10-65, and this adoption did not have a material impact on its financial statements.

NOTE 2 – BUSINESS RISKS AND UNCERTAINTIES

Since November 1, 2011, we have entered into a new business model where we identify, advise and market consumer products. We are currently positioning our Company to expand its business and become a diversified holding company that is engaged in different businesses through the operation of consolidated subsidiaries. We plan to accomplish this expansion through acquisition, merger or the formation of newly created subsidiaries. We are currently in various stages of talks with several companies that could further the company's goal to become a diversified holding company, but no agreements have been reached to date. We do not manufacture any of our products and as of the date of this filing we have generated limited revenues, do not rely on any principal products and do not sell any internally developed or Company owned products.

NOTE 3 – INVESTMENTS

As described in Note 1, the Company partially adopted ASC 820-10 on May 1, 2008. ASC 820-10, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820-10 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1

Observable inputs such as quoted prices in active markets;

Level 2

Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

As described in Note 1, an amendment to ASC 820-10 was issued in January 2010. This amendment is effective for interim reporting periods beginning after December 15, 2009. The Company adopted this amendment on February 1, 2010 and it did not have a material affect on its financial statements.

F-11

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 3 – INVESTMENTS (CONTINUED)

Available-for-sale marketable equity securities consisted of the following at October 31, 2012:

	October 31, 2012
			Gains in		Losses in
			Accumulated		Accumulated
			Other		Other		Estimated
	Amortized		Comprehensive		Comprehensive		Fair
	Cost		Loss		Loss		Value
Current:
Common stock	$	317,398	$	141,826	$	85,625	$	373,599
Total current securities	$	317,398	$	141,826	$	85,625	$	373,599
Total available-for-sale securities	$	317,398	$	141,826	$	85,625	$	373,599

Available-for-sale marketable equity securities consisted of the following at April 30, 2012:

	April 30, 2012
			Gains in		Losses in
			Accumulated		Accumulated
			Other		Other		Estimated
	Amortized		Comprehensive		Comprehensive		Fair
	Cost		Loss		Loss		Value
Current:
Common stock	$	335,875	$	51,150	$	-	$	387,025
Total current securities	$	335,875	$	51,150	$	-	$	387,025
Total available-for-sale securities	$	335,875	$	51,150	$	-	$	387,025

For the six months ended October 31, 2012 and 2011, proceeds from the sales of available-for-sale marketable equity securities were $14,884 and $90,436, gross realized losses on those sales were $3,583 and $380,339 and there were no gross realized gains. At October 31, 2012, there is a $56,201 net unrealized holding gain on available-for-sale marketable equity securities as compared to a $51,150 net unrealized holding gain on available-for-sale marketable equity securities at April 30, 2012. For purpose of determining gross realized gains and losses, the cost of securities sold is based on average cost.

For the six months ended October 31, 2012 and 2011, the Company recognized $34,845 and zero for the impairment of non-marketable equity securities, respectively.

At October 31, 2012, our financial assets were categorized as follows in the fair value hierarchy for ASC 820-10:

			Fair Value Measurement at Reporting Date Using:
			Quoted Prices in		Significant Other		Significant
	Fair Value		Active Markets for		Observable		Unobservable
	October 31,		Identical Assets		Inputs		Inputs
	2012		(Level 1)		(Level 2)		(Level 3)
Investments
Available-for-sale marketable equity securities	$	373,599	$	373,599	$	-	$	-
Total Investments in securities	$	373,599	$	373,599	$	-	$	-

F-12

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 3 – INVESTMENTS (CONTINUED)

The following chart shows the components of change in the financial assets categorized as Level 3, for the three months ending October 31, 2012:

	Fair Value Measurement Using
	Significant Unobservable Inputs
	(Level 3)
Beginning Balance, July 31, 2012	$	19,845
Transfers out of Level 3		(19,845	)
Total unrealized gains/(losses) included in change in net assets		-
Ending Balance, October 31, 2012	$	-
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to assets still held at the reporting date.	$	-

———————

(1)

Transfer out of $19,845 of cost for New Bastion investment considered to be impaired.

The following chart shows the components of change in the financial assets categorized as Level 3, for the nine months ending October 31, 2012:

	Fair Value Measurement Using
	Significant Unobservable Inputs
	(Level 3)
Beginning Balance, April 30, 2012	$	19,845
Transfers out of Level 3		(19,845	)
Total unrealized gains/(losses) included in change in net assets		-
Ending Balance, October 31, 2012	$	-
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to assets still held at the reporting date.	$	-

———————

(1)

Transfer out of $19,845 of cost for New Bastion investment considered to be impaired.

F-13

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 4 – NOTES RECEIVABLE

Notes receivable consists of the following:

	October 31, 2012			April 30, 2012
Notes Receivable - affiliated companies
SIVOO Holdings, Inc. ("SIVOO") - Principal of $25,000.
This note bears interest at 8% per year beginning on May 1, 2007. This note is payable upon demand.	$	30,014		$	30,014
Allowance for bad debt		(30,014	)		(30,014	)
Notes Receivable- affiliated companies	$	-		$	-

NOTE 5 – NOTES PAYABLE

Notes payable consists of the following:

	October 31, 2012		April 30, 2012
Notes payable
Promissory notes payable. Principal due payable on demand. (NOTE 9)	$	23,000	$	8,000
Notes payable, D&O Insurance Premium. Interest accrued at 9.2% for a period of ten months. Payable in ten monthly installments of $2,414 per month.		2,100		2,100
Notes payable	$	25,100	$	10,100
Notes payable, related party
Notes payable, related party. Interest accrued at 8.0% beginning on November 1, 2008. Principal and interest payable on demand. (NOTE 9)	$	232,903	$	237,696
Notes payable, related party. Interest accrued at 8.0% beginning on October 19, 2009 Principal and interest payable on demand. (NOTE 9)		50,000		50,000
Promissory notes payable, related party. Interest accrued at 5.0% per annum. Principal and interest due September 30, 2010. (NOTE 9)		10,000		10,802
Notes payable, related party	$	292,903	$	298,498

NOTE 6 – ADVANCES FROM SHAREHOLDERS

Amount represents advances from shareholders to cover operating expenses. There are no stated interest rate or repayment terms. As of October 31, 2012 and April 30, 2012, these advances totaled zero and $7,000, respectively.

F-14

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 7 – STOCK BASED COMPENSATION

In May 8, 2006, our Company’s stockholders approved the 2006 Equity Incentive Plan for the benefit of our directors, officers, employees and consultants, and which reserved 2,000,000 shares of our common stock for such persons pursuant to that plan. As of October 31, 2012, 1,000,000 are available for issuance.

The Plan has a term of 10 years and no Option shall be exercisable more than 10 years after the date of grant, or such lesser period of time as is set forth in the Award Agreement. If for any reason other than death or disability, an Optionee of the Plan who at time of the grant of an Option under the Plan was an Employee ceases to be an Employee (such event being called a “Termination”), Options held at the date of Termination (to the extent then exercisable) may be exercised in whole or in part at any time within three months of the date of such Termination; provided, however, that if such exercise of the Option would result in liability for the Optionee under Section 16(b) of the Securities Exchange Act of 1934, then such three-month period automatically shall be extended until the tenth day following the last date upon which Optionee has any liability under Section 16(b) (but in no event after the expiration date of such Option).

During the six months ending October 31, 2012 and 2011, there was no share-based compensation expense and as of October 31, 2012, there was no unrecognized compensation expense related to non-vested market-based share awards.

The following tables summarize all stock option activity of the Company since April 30, 2012:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Shares		Price		Life (Years)		Value
Outstanding, April 30, 2012		200,000	$	0.20		6.82	$	40,000
No activity for this year		-
Outstanding, October 31, 2012		200,000	$	0.20		6.32	$	40,000
Exercisable, October 31, 2012		200,000	$	0.20		6.32	$	40,000

NOTE 8 – CAPITAL SHARE TRANSACTIONS

On August 12, 2012, the Company privately issued 1,500,000 shares of its restricted common stock, in exchange for services performed by two consultants for the Company. The shares were valued at the quoted trade price of $0.14 per share on the grant date resulting in an expense of $210,000.

On August 21, 2012, the Company privately issued 2,200,000 shares of its restricted common stock, in exchange for services performed by the Company’s current and former employees and professional service providers. The shares were valued at the quoted trade price of $0.07 per share on the grant date resulting in an expense of $154,000.

On August 22, 2012, the Company entered into a memorandum of understanding (“MOU”) with New Bastion Development, Inc., a Florida corporation (“New Bastion”) to document the business terms of a deal to enter into a joint development relationship for the construction of a nitrogen fertilizer plant capable of producing approximately 4,000 MT of granulated urea on a daily basis. This project will be completed by New Bastion Regeneration, Inc. (“NBR”), which is a New Bastion subsidiary company that was formed by New Bastion for the sole purpose of completing the project. Pursuant to the terms of the MOU: (i) the Company agreed to purchase from New Bastion 100,000 issued and outstanding shares of NBR held by New Bastion, representing approximately 12.7% of the outstanding shares of NBR in exchange for 5,000,000 newly issued restricted shares of Universal issued upon the execution of the MOU and $500,000 pursuant to the following schedule: $100,000 within 15 days of execution of the memorandum of understanding; and $400,000 within 60 days of execution of the Agreement.

F-15

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 8 – CAPITAL SHARE TRANSACTIONS (CONTINUED)

The Company also received an option to purchase up to 240,000 additional shares of NBR currently owned by New Bastion, which will represent a total ownership including the previous 12.7% ownership purchased of approximately 43% of NBR owned by the Company for an additional $4.8 million cash and 15,000,000 of common stock of the Company under terms to be mutually negotiated, assuming no additional shares of NBR are issued. These shares of common stock were issued and were being held by the Company in accordance with the option discussed previously to acquire additional ownership in NBR for an additional $4.8 million. As a result, the 15,000,000 shares of common stock were considered contingently returnable and not considered outstanding as of October 31, 2012.

The 5,000,000 shares specified in the MOU were valued at $0.07 per share (closing bid price of Universal on August 21, 2012) or a total of $350,000. Additionally, the $100,000 of cash consideration was not paid within the 15 day period specified, nor was the $400,000 paid within the 60 day requirement.

On October 1, 2012, New Bastion provided a revised framework to Universal within the existing MOU. The revised framework included: $500,000 of cash consideration to be paid pursuant to the following schedule: a) $25,000 on or before October 31, 2012; b) $75,000 on or before December 15, 2012; and c) $400,000 on or before January 15, 2013. The revised framework provided that the dates for the cash consideration may be adjusted by mutual agreement and that New Bastion, at its sole discretion, may elect to accept additional shares of Universal common stock for all or part of the final $400,000 payment.

As of January 31, 2013, the Company fully paid the first scheduled payment of $25,000, the second scheduled payment of $75,000 and $10,000 of the third scheduled payment of $400,000 to New Bastion. Additionally, 1) in February 2013, the Company paid New Bastion $140,000, net of $3,500 of expenses paid, 2) in March 2013, the Company paid New Bastion $15,000, 3) in April 2013, the Company paid New Bastion $20,000, and 4) in May 2013, the Company paid New Bastion $20,000, net of $3,500 of expenses paid, all of these in accordance with the August 22, 2012 MOU. As a result of the payments, the original $500,000 balance owed to New Bastion had been reduced to $195,000 as of July 22, 2013.

On July 23, 2013, the Company and New Bastion agreed to renegotiate and modify the revised framework and finalize the business transaction as follows: 1) no further cash consideration will be paid by the Company to New Bastion, 2) the $305,000 of cash consideration previously paid by the Company will be exchanged for 50,000 shares of New Bastion common stock, representing approximately 6.35% of the outstanding shares of NBR common stock and 3) the previously 5,000,000 shares and the 15,000,000 contingently returnable shares to New Bastion will be cancelled and returned to the Company.

As a result of the July 23, 2013 modified agreement subsequent event being finalized before the issuance of the amended Form 10-Q-A for the six months ended October 31, 2012, the Company has reflected the terms of the modified agreement discussed above in the accompanying unaudited financial statements.

NOTE 9 – RELATED PARTY TRANSACTIONS

Notes payable, related parties were $292,903 and $298,498 at October 31, 2012 and April 30, 2012, respectively (See Note 5 – Notes Payable).

F-16

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 10 – CONTINGENCIES

Stradley Ronon Stevens & Young, LLP

On May 9, 2009 the law firm of Stradley, Ronon Stevens & Young, LLP filed a lawsuit against the Company in the U.S. District Court for the District of Delaware for failure of the Company to pay legal fees owed in the amount of $166,129. On April 2, 2009, in order to avoid the cost of litigation, the Company agreed to a Consent of Judgment against it in the amount of $166,129 and the Company has recorded this amount as accounts payable as of October 31, 2012.

MICCO Lawsuit

In July 2010, the Company filed a lawsuit against MICCO World, Inc. (formerly known as Constellation Group, Inc.) and its officers, Phil Lundquist, Steven Brisker and Tom Ridenour (collectively known as the “Defendants”). This lawsuit was filed in the Superior Court of Delaware in New Castle County. This lawsuit was filed in response to various activities by the Defendants that include misleading investors, making disparaging remarks about the Company, misrepresentation of capital structure, and misappropriation of funds.

The Company was seeking judgment in the amount of $611,000 plus costs, legal fees, pre- and post-judgment interest, plus other amounts and relief to be determined. In March 2011, MICCO filed a motion to dismiss and in June 2011, the courts denied this motion to dismiss. On June 25, 2012, the Company dismissed the suit against the defendants with prejudice.

Unpaid Taxes and Penalties

At October 31, 2012, the Company owed the State of Delaware approximately $128,000 for unpaid state income taxes from the tax year ended April 30, 2007. The unpaid state income taxes are included as current state income taxes payable in accompanying unaudited financial statements. Additionally, the Company owes the IRS and the State of Delaware for penalties and interest from the tax year ending April 30, 2007 of approximately $209,207. The interest and penalties are included as accrued expenses in the accompanying unaudited financial statements at October 31, 2012. The Company has agreements with both agencies to pay a minimum per month to avoid any collections or additional liens.

NOTE 11 – SUBSEQUENT EVENTS

Effective September 10, 2012, the Company commenced a private offering of up to 7,500,000 shares of common stock contained within seventy-five (75) Units. Each Unit consists of 100,000 shares of common stock at an offering price of $10,000 per Unit or $0.10 per share. The total proposed proceeds from the private offering to the Company are $750,000. From November 19, 2012 through July 23, 2013, the offering’s termination date, the Company received subscriptions for 6,200,000 shares of common stock for $502,000 of proceeds, net of selling expenses and commissions in the amount of $118,000. The securities in the private offering were offered and sold only to persons who are not “U.S. Persons,” The securities offered and sold are intended to be exempt from securities law registration pursuant to the Securities Act of 1933, Regulation D, Regulation S and other regulatory exemptions.

NOTE 12 – RESTATEMENT

The Company’s Financial Statements included in a Quarterly Report on Form 10-Q for the period ended October 31, 2012 (the “Original Report”) with the Securities and Exchange Commission (“SEC”) on December 14, 2012 were not reviewed by the Company’s Independent Registered Public Accounting Firm and a note to that effect was inserted at the beginning of the Original Report. This Amendment No. 1 to Annual Report on Form 10-Q/A (the “Amended Report”) deletes the note inserted at the beginning of the Original Report stating that the Financial Statements contained in the Original Report were not reviewed by the Company’s Independent Registered Public Accounting Firm.

There were several adjustments to the Company’s October 31, 2012 Financial Statements included in the Original Report, primarily related to investments valuation, accruals, income taxes and presenting the Company as an operating commercial company rather than a Business Development Company. The following tables provide the change from the Original Report as compared to the Amended Report for the balance sheet, statement of operations and comprehensive income (loss) and statement of cash flows.

F-17

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 12 – RESTATEMENT (CONTINUED)

Balance Sheet (Unaudited)

	At October 31, 2012
	As Reported			Adjustments			As Restated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	17,487		$	-		$	17,487
Available-for-sale marketable equity securities		-			373,599			373,599
Prepaid expenses		1,004			615			1,619
TOTAL CURRENT ASSETS		18,491			374,214			392,705
LONG-TERM ASSETS
Investments		1,274,820			(1,274,820	)		-
Deferred income tax		1,752,000			(1,752,000	)		-
Long-term loans		97,283			(97,283	)		-
Rent deposit		1,100			-			1,100
TOTAL LONG-TERM ASSETS		3,125,203			(3,124,103	)		1,100
TOTAL ASSETS	$	3,143,694		$	(2,749,889	)	$	393,805
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	336,261		$	12,263		$	348,524
Accounts payable, related parties		10,000			(10,000	)		-
Accrued expenses		-			209,277			209,277
Current state income taxes payable		-			128,000			128,000
Advances from shareholders		-			-			-
Notes payable		25,100			-			25,100
Notes payable, related parties		-			292,903			292,903
Accrued payroll and payroll taxes		-			130,927			130,927
Accrued interest		-			92,050			92,050
Accrued liability - joint venture		485,000			(485,000	)		-
Accrued interest, related parties		-			107,947			107,947
TOTAL CURRENT LIABILITIES		856,361			478,367			1,334,728
LONG-TERM LIABILITIES
Accrued expenses		203,171			(203,171	)		-
Advances from shareholders		-			-			-
Notes payable, related parties		282,903			(282,903	)		-
Accrued interest		92,050			(92,050	)		-
Accrued interest, related parties		107,596			(107,596	)		-
TOTAL LONG-TERM LIABILITIES		685,720			(685,720	)		-
TOTAL LIABILITIES		1,542,081			(207,353	)		1,334,728
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Common stock, $0.001 par value, 60,000,000 shares authorized; 15,487,426 issued and outstanding at October 31, 2012		22,127			(6,640	)		15,487
Common stock issuable, 1,500,000 shares		-			1,500			1,500
Additional paid-in capital		8,686,202			(184,691	)		8,501,511
Accumulated Deficiency
Beg. Retained earnings		(6,874,779	)		6,874,779			-
Net income (loss)		(231,937	)		231,937			-
End. Retained earnings		-			(9,515,622	)		(9,515,622	)
Accumulated other comprehensive income (loss)		-			56,201			56,201
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)		1,601,613			(2,542,536	)		(940,923	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)	$	3,143,694		$	(2,749,889	)	$	393,805

F-18

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 12 – RESTATEMENT (CONTINUED)

Statement of Operations and Comprehensive Loss (Unaudited)

	Three Months Ended October 31, 2012
	As Reported			Adjustments			As Restated
Revenue
Management services
Affiliates	$	2,382		$	1		$	2,383
Total Management Services		2,382			1			2,383
Total Revenue		2,382			1			2,383
Operating Expenses
Salaries and wages		-			-			-
Professional fees		271,215			95,200			366,415
Insurance		7,176			-			7,176
Interest expense		15,710			(15,710	)		-
General and administrative		8,541			260			8,801
Bad debt expense		56,387			(56,387	)		-
Total Operating Expenses		359,029			23,363			382,392
Operating Loss		(356,647	)		(23,362	)		(380,009	)
Other Income (Expense)
Miscellaneous Income		7,802			-			7,802
Interest expense		-			(15,510	)		(15,510	)
Loss on impairment of non-marketable equity securities		-			(34,845	)		(34,845	)
Loss on sale of available-for-sale marketable equity securities		(3,593	)		-			(3,593	)
Unrealized appreciation on investments		27,824			(27,824	)		-
Total Other Income (Expense)		32,033			(78,179	)		(46,146	)
Net Loss before Income Taxes		(324,614	)		(101,541	)		(426,155	)
Income tax benefit (provision)		120,000			(120,000	)		-
Net Loss	$	(204,614	)	$	(221,541	)	$	(426,155	)
Comprehensive Loss
Unrealized income on available-for-sale marketable equity securities		-			90,676			90,676
Total Comprehensive Loss	$	(204,614	)	$	(130,865	)	$	(335,479	)
Basic and Diluted Loss Per Share	$	(0.01	)	$	(0.02	)	$	(0.03	)
Weighted Average Shares – Basic and Diluted		15,012,781			1,317,036			16,329,817

F-19

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

NOTE 12 – RESTATEMENT (CONTINUED)

Statement of Operations and Comprehensive Loss (Unaudited)

	Six Months Ended October 31, 2012
	As Reported			Adjustments			As Restated
Revenue
Management services
Affiliates	$	43,010		$	-		$	43,010
Total Management Services		43,010			-			43,010
Total Revenue		43,010			-			43,010
Operating Expenses
Salaries and wages		12,502			23			12,525
Professional fees		277,191			95,200			372,391
Insurance		13,885			-			13,885
Interest expense		20,704			(20,704	)		-
General and administrative		17,776			(285	)		17,491
Bad debt expense		56,387			(56,387	)		-
Total Operating Expenses		398,445			17,847			416,292
Operating Loss		(355,435	)		(17,847	)		(373,282	)
Other Income (Expense)
Miscellaneous Income		7,802			-			7,802
Interest expense		-			(20,703	)		(20,703	)
Loss on impairment of non-marketable equity securities		-			(34,845	)		(34,845	)
Loss on sale of available-for-sale marketable equity securities		(3,593	)		-			(3,593	)
Unrealized depreciation on investments		(104,711	)		104,711			-
Total Other Income (Expense)		(100,502	)		49,163			(51,339	)
Net Income (Loss) before Income Taxes		(455,937	)		31,316			(424,621	)
Income tax benefit (provision)		224,000			(224,000	)		-
Net Loss	$	(231,937	)	$	(192,684	)	$	(424,621	)
Comprehensive Loss
Unrealized gain on available-for-sale marketable equity securities		-			5,051			5,051
Total Comprehensive Loss	$	(231,937	)	$	(187,633	)	$	(419,570	)
Basic and Diluted Loss Per Share	$	(0.02	)	$	(0.01	)	$	(0.03	)
Weighted Average Shares – Basic and Diluted		15,012,781			(204,159	)		14,808,622

F-20

UNIVERSAL CAPITAL MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

AS OF OCTOBER 31, 2012

Statement of Cash Flows (Unaudited)

	Six Months Ended October 31, 2012
	As Reported			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(231,937	)	$	(192,684	)	$	(424,621	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Loss on sale and impairment of available-for-sale marketable equity securities		(3,593	)		27,031			23,438
Impairment of non-marketable equity securities		-			15,000			15,000
Purchase of investment securities		(342,930	)		342,930			-
Net unrealized depreciation of investments		104,711			(104,711	)		-
Deferred income taxes		(224,000	)		224,000			-
Share based compensation expense		-			364,000			364,000
(Increase) decrease in assets and liabilities:
Accounts receivable		56,387			(56,387	)		-
Prepaid expenses		1,177			(615	)		562
Accounts payable		7,876			803			8,679
Accrued expenses		8,074			(1	)		8,073
Accrued interest, related parties		10,280			352			10,632
Net cash provided by (used in) operating activities		(613,955	)		619,718			5,763
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of available-for-sale marketable equity securities		-			14,884			14,884
Purchase of non-marketable securities		-			(15,000	)		(15,000	)
Net cash used in investing activities		-			(116	)		(116	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of advance from shareholder - related party		-			(7,000	)		(7,000	)
Issuance of notes payable for purchase of investments		15,000			-			15,000
Issuance of common stock		618,800			(618,800	)		-
Repayment of debt		(11,793	)		11,793			-
Proceeds (repayment) from issuance of promissory note - related parties		-			(5,595	)		(5,595	)
Net cash provided by (used in) financing activities		622,007			(619,602	)		2,405
NET INCREASE IN CASH AND CASH EQUIVALENTS		8,052			-			8,052
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR		9,435			-			9,435
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	17,487		$	-		$	17,487
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
Cash paid for income taxes	$	2,000		$	-		$	2,000
Cash paid for interest	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Unrealized gain on available-for-sale marketable equity securities	$	-		$	5,051		$	5,051

F-21