SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-K
 
 (Mark
One)
  x
                ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the fiscal year ended April 30, 2009
  o
                TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
transition period from ___________ to ___________
  Commission
File No. 333-152571
  UNIVERSAL HOLDINGS,
INC.
 (Name of
small business issuer in its charter)
  NEVADA(State
      or other jurisdiction of
                  incorporation
      or organization)
                (IRS
      Employer Identification No.)
  PO
      Box 8851, Rocky Mount, NC
                27804(Address
      of principal executive offices)
                (Zip
      Code)
  (252)
407-7782
 (Registrant’s
telephone number, including area code)
  Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
                Name
      of each exchange on which registered:None
                NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.001
                  (Title
      of class)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes xNo o
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  ̈ No  ̈
 
 Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes xNo o
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o
    
  
 Indicate
by check mark whether the registrant is a large accelerated filer, an
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.
  Large
      accelerated filer
                 ̈
                Accelerated
      filer
                 ̈Non-accelerated
      filer
                 ̈
                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 Act). Yes o Nox
  Revenues
for year ended April 30, 2009: $0
  Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of April 30, 2009, was: $0
  Number of
shares of the registrant’s common stock outstanding as of July 21, 2009 was:
7,099,000
  Transitional
Small Business Disclosure Format:     Yes x       No
o
   
   TABLE
OF CONTENTS
 
 PART
    IITEM
      1.
              DESCRIPTION OF
      BUSINESS
              1ITEM
      2.
              PROPERTIES
              4ITEM
      3.
              LEGAL
      PROCEEDINGS
              4ITEM
      4.
              SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
              4PART
      IIITEM
      5.
              MARKET FOR REGISTRANT’S COMMON
      EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
              5ITEM
      6.
              SELECTED FINANCIAL
      DATA
              5ITEM
      7.
              MANAGEMENT’S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
              5ITEM7A.
              QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK
              5ITEM
      8.
              FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA
              F-ITEM
      9.
              CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              9ITEM9A.
              CONTROLS AND
      PROCEDURES
              9PART
      IIIITEM10.
              DIRECTORS, EXECUTIVE OFFICERS AND
      CORPORATE GOVERNANCE
              9ITEM11.
              EXECUTIVE
      COMPENSATION
              10ITEM12.
              SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
              11ITEM13.
              CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE
              11ITEM14.
              PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
              11PART
      IVITEM15.
              EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES
              12SIGNATURES
  
 
 
 PART
I
   ITEM
1.        DESCRIPTION OF
BUSINESS
  General
  We were
incorporated in August of 2007 in the State of Nevada. Our business office is
located at PO Box 8851, Rocky Mount, NC 27804.  This location is also
the warehousing facility for worldwide distribution of our products. Our main
telephone number is 252-407-7784.  On September 13, 2007, we
consummated an agreement with Universal Product Marketing, Inc., pursuant to
which Universal Product Marketing, Inc. exchanged all of its shares for
4,000,000 shares of our common stock and Universal Products Marketing, Inc.
became our wholly owned subsidiary.
 
 We were
incorporated to acquire, manufacture, import, market and sell, through its
wholly-owned subsidiary (Universal Products Marketing, Inc.) a patented
vehicular maintenance (time and money-saving) mechanical technology known as the
Turn-Key Tool. The previous owners of this technology manufactured the product
and began to test market the product in 2006. We will sell this product to end
consumers in seven (7) ways, emphasizing strategic channel partners and
resellers already established in these markets.
 
 Currently,
we lack sufficient capital to take advantage of opportunities to
implement  our business model. Proceeds from this private placement
will fund our new go-to-market strategy, which focuses on the seven initiatives
set forth later in this Circular. The information contained herein related to
our operations is forward looking.
 
 Products.We will
offer high-quality Turn-Key Tool devices marketed to discriminating consumers
under the brand name Turn-Key
ToolTM.
 
 Our
product allows the elimination of extra personnel traditionally used to start
and stop the car or truck engine and associated systems (electrical, etc.)
during the performance of various maintenance and repair procedures. A full
description of the product is included in Attachment A to this circular. The
product is protected under U.S.
Patent No: US 6,701,760 B1. In preliminary market testing and in the
opinion of numerous car repair experts, Turn-Key Tool is a superior product that
functions as described. Currently there are no similar or competitive products
on the market.
  Turn Key
Patent.Universal Product Marketing Co. (UPM) was a product
development firm incorporated in 2002.  UPM filed for and received a
US Patent (US 6,71,760 B1) for the Turn Key on March 9, 2004. Subsequently UPM
contracted with Advanced Thermo Control, Ltd., the parent corporation of
Advanced Technical Components, Inc. to manufacture the initial Turn Key
Product.  Advanced Technical Components, Inc. is a manufacturer
of mechanical devices that sources product from its plants in
China.
 
 Pursuant
to the agreement. Advanced Technical Components, Inc. manufactured the initial
Turn Key Product.  UPM sells the finished Turn Key product but had to
retain Advanced Technical Components, Inc. to manufacture the
product.   The agreement between UPM and Advanced Thermo Control,
Ltd. was contracted through The WestWord Group LLC a product acquisition
consultant.
 
 In 2006
UPM was in serious financial difficulty and was unable to pursue their business
plan.  Based upon same, the Nash Group entered into negotiations to
acquire both the Turn Key Patent and all of the remaining initial product and
inventory that had been manufactured by Advanced Technical Components, Inc. and
owned by UPM in return for taking on the company debt of
$125,000.  This transaction occurred in November of 2006 and
subsequent to this transaction, UPM  folded and no longer
exists.
 
 In 2007
the Nash Group agreed to sell to us the Turn Key Patent and all remaining
inventory as well as the rights to the name Universal Product
Marketing.  We incorporated under Universal Holdings, Inc. in 2007 and
we acquired the patent on March 17, 2008 and inventory on June 13, 2008. The
Nash Group no longer has any claim to the patent or any inventory for the Turn
Key product.     All products manufactured to date have been
manufactured by Advanced Technical Components, Inc. through its plants in
China.
 
 All
products manufactured have been paid for in full.  In the future we
may use Advanced Technical Components, Inc. or another independent third
party to manufacture our product on an as needed basis.  We do not
have a current agreement with Advanced Technical Components, Inc., however,
under the initial agreement, they can not use our patent to make this product
for any other companies.
  Our
agreement for the patent is limited to a letter from The Nash Group indicating
that it sold us the patent but does not identify specifically the patent or
describe the terms of the sale.  Since the agreement is missing
material terms such as the specific patent and the consideration paid for the
deal it is possible that either party could attempt to void the agreement. Based
on the relationships between the parties this is not anticipated, however, if
this occurred we would have to renegotiate another agreement with them since
this patent is a crucial part of our business.
  1
   Since
some earlier engineering and materials adjustments, we have been generally
pleased with the prices and product quality delivered by this manufacturer, we
intend to source the manufacturing of its products more aggressively while
maintaining the dependable and acceptable price arrangement it now
enjoys.
 
 MARKET SIZE AND INDUSTRY
TRENDS
 
 The US
automotive auto care products market is projected to enjoy small, but increasing
growth in market value. The rising number of vehicles sold, vehicle age and
average distance traveled have all fueled market growth. The demand for and
investment in higher-priced luxury vehicles has further fueled the demand for
products that speed and make more efficient the repair and maintenance of these
vehicles.
 
 To us,
certain trends in the vehicular markets are meaningful. Sale of new cars and
trucks has been slowed by the increased durability of vehicles that are built
with longer-lasting engines and components that require less maintenance.
However, the complexity of these vehicles has also improved market trends for
UPM. The introduction of extended warranties has also served to improve these
trends.
 
 There are
more than 244 million vehicles on the US roads. The average median age of car
population is about 9 years. The same statistic for light trucks is 6.6 years.
“Scrappage” is an important consideration.  The difference between
vehicles retired from the “national fleet” and new domestic vehicular sales is
crucial to our markets. The net growth of the vehicle population was 12 million
vehicles in 2006. This number was up from 9.9 million in 2005, reflecting strong
used vehicle markets and the run-up in several commodity prices, including
steel.
 
 Worth an
estimated $ 200 billion in 2006, the domestic automobile maintenance and repair
market shows steady annual growth varying between 3% and 6%. Due to extended
lifecycles of products now available within automotive aftermarket, there will
be less frequent need for repairs and upgrades, which will tend to slightly
decrease the demand for Turn-Key Tool moving forward. Despite this factor, we
believe that the massive domestic markets, even larger international markets and
widespread requirements for its offerings, coupled with strong growth in the
used vehicle fleets and the increasing average age of these fleets, provide long
term opportunities.
 
 The
international markets for our product are much larger than the domestic (US)
markets described in this document.
 
 COMPETITION AND
RISKS
 
 There is
no known direct competition to UPM, as the product is unique and a first in this
field. Also, we have been granted a U.S. patent protecting its technology.
However, there are some risks associated with the logical use of this
innovation. Certain manual transmission cars are engineered so as to require
that operators push the clutch pedal to start the engine. In these situations,
mechanics will not enjoy the advantages of using UPM. Also, some maintenance
facilities actually employ apprentice or junior personnel for such unskilled
procedures and charge for their time (with a profit component in those
charges).
  CHANNEL
SALES
 
 There are
seven (7) general sales channels for our business. These differ in priority and
importance.
  Dealerships
are one of the most important segments of the automotive repair business.
Increasing numbers of owners are choosing to go to dealership garages as a
function of the guarantee and warranty conditions of car and truck
manufacturers. Repair services and parts is the only revenue growth area within
the average dealership (NADA/ 2007).  In the United States 21,200 auto
dealerships own 388,140 service stalls. This segment represents promising
revenue potential for us. Using the UPM, dealership profits can be increased
producing a strong and obvious ROI for the users. With a market penetration of
only 10%, gross revenues to us from the US dealership market total about $ 4
million.
 
 Independent
Garages and Repair Shops are a second sales channel for us. There are 230
thousands automotive repair and maintenance shops listed in US Census data.
Excluding from this list interior and body repair, paint shops and quick oil
change, muffler, tire and lubrication shops; leaves about 160,000 shops in this
US market. With an average of 4 bays per shop (Babcox Report/ 2006) and assuming
market penetration of 5% (this segment is more fragmented than the dealership
market), revenue projections top $3 million.
 
 The
Company’s Web-site and Internet Sales efforts will be targeted to do-it-yourself
(DIY) auto car hobbyists and enthusiasts. The DIY segment is the most
unpredictable and difficult market for our company. In other market segments,
one decision maker acts to purchase several/many devices, while in the DIY
field, single unit purchases will be the norm. However, this sector is the
largest with almost half of US households performing some auto repairs. With
0.1% of market penetration of the 50 million+ US household market, revenue from
this segment would total about $5 million. We believe higher penetration of this
market is likely.
  2
  The DIY
market can be also reached through leading Automotive “Aftermarket” Retailers
such as CARQUEST, Genuine Parts, AutoZone, Advance Auto Parts, CSK Auto, and Pep
Boys. Each of these companies has annual sales of more than $1 billion. These
are major players in the retail market and will be used as sales channels
directed to the DIY and repair shop segments of the market. This sales channel
can double market penetration for DIY and repair shop segments adding about $8
million in revenue.
 
 The
Automotive Tool Wholesalers such as SNAPON and MACTOOLS sell many automotive
parts and repair tools to the garages and independent repairmen across the
US.  We plan to sell its UPM product through one or more of these
resellers. The projected annual sales through this channel are $ 2
million.
 
 We also
plan sales to various markets via individual salesmen using Business Opportunity
(BIZOP) Systems. IMC of Jenkintown, PA has been engaged to develop and market a
“sales kit” and business opportunity system for individual entrepreneurs who
seek an independent business, selling UPM systems in nonexclusive areas. The
economic significance of this program is unknown to us but the costs are
minimal. Profits from this program will be divided evenly with IMC.
 
 We will
sell exclusive and nonexclusive rights to various International Markets. The
prices, terms and conditions of these licenses have not been determined.
However, the size of each market and the nature of the vehicular “fleet” of
these areas will play a major role in the determination of these charges. There
is no assurance that licenses can be sold under terms and at rates beneficial to
our company.
 
 MARKETING
 
 The
company will tell its story through direct communication with retailers,
distributors, resellers and end-users. We will also assist retail sales
activities via a vastly improved Web-site- featuring product demonstrations and
testimonials. We will place public relations (news) articles in sales trade and
automotive industry and hobbyist/ publications. We may attend industry
conventions and shows as deemed cost-effective, focusing on supporting channel
sales partners, already in those forums.
 
 To help
build awareness and create product pull, we will focus on public relations, such
as internet, professional racers/mechanics and auto magazine
articles.  We will also enhance and strengthen our Web-site, www.Turn-Keytool.com, to help
promote sales and to reach out to consumers.
 
 We
believe an effective marketing tool will be the Web-site demonstrations and free
giveaways to major dealership chains and major auto repair shop chains, we will
focus heavily on this strategy. While the “try-me” strategy will be worked best
as B2B strategy, an extensive Internet marketing campaign will be targeted at
hobbyists and other small or independent repair shops and
dealerships.
 
 Auto
trade magazines are one more marketing channel that can improve visibility of
the product and attract customers. According to research data from the
automotive repair industry (Babcox/ 2006), 67% of repair shop owners gather
information about new products from specialized trade magazines and journals.
Internet strategy can significantly increase recognition of Turn-Key Tool and
highlight the product’s simple and intuitive advantages.
 
 Packaging.Packaging
will be designed to include the most important information on the benefits of
and directions for proper use of Turn-Key Tool.  In the event of an
endorsement (famous racer, fleet endorsement, dealer or industry leader),
modifications will be made to take advantage of that event. Packaging will also
include information about our Web-site and other contact
information.
  Pricing
Factors.Presently, we acquire product (FOB US) at a cost of $
58.00 per unit.  Our target price range is 75 to 200 percent gross
mark-up on the product. We intend to run introductory promotions that will
communicate added values and cost savings for repair shops that use Turn-Key
Tool. We believe that with this positioning and message, the price mark up is
appropriate and justified. Before going to market, we will test price
appropriateness with a retail advisory board comprised of key retailers who are
known to our company.
 
 Promotions.We will
conduct marketing in support of a brand strategy that addresses two basic goals:
to build the Turn-Key
Tool brand and to sell product. The promotional tactics can be
categorized into four following areas: product demonstration, public relations,
product promotions and Internet via our company Web-site and search engine
optimization (SEO) technologies). To varying degrees, each of these tactics will
require collateral materials, free samples and special discounts.
 
 Product
Demonstrations
 
 We will
work to develop Brand Ambassadors to produce shop demonstrations and act as the
face of the Company at selected locations. The message of strong ROI and cost
reduction benefits will be directed to managers of fleet, dealership,
independent shop and other facilities. A message of efficiency, convenience and
improved work conditions will be communicated to the mechanics, shop workers and
hobbyists.
 
 3
  Product
Promotions
 
 We will
promote the product to major dealership chains and major repair shops chains.
Pilot systems, “Try-One” no-risk promotions will be used for companies with
multiple unit requirements. Promotions will include various “paid from savings”
techniques allowing the strong ROI to pay for each Turn-Key Tool.
 
 Public
Relations
 
 In
addition to retailer-focused tactics, we will use traditional public relations
to raise awareness and create demand among target consumers. This public
relations strategy is designed to build brand awareness with limited cash
outlay.
 
 ·
              Product Kit. We will
      develop a product kit that contains information about Turn-Key Tool, price
      sheet, digital photos, logos, ROI calculators, contact information and
      calculation charts listing cost and time savings to customers. The kit
      will also include recent press releases, endorsements and
      technical/industry endorsements and awards.·
              Paid Product Placements.
      Where appropriate, we will pay to have its products referenced and/or
      placed in print and Web-based publications of select Internet sites. As
      per research from Babcox, the majority of repair shop owners get
      information on new products from trade magazines. However, we realize that
      the importance of skilled Internet promotions is often the most
      cost-beneficial.
 ·
              Auto Parts
      Exhibits.  We will joint venture and share news of its
      innovations with complimentary manufacturers and exhibitors—all intended
      to improve brand recognition.·
              Nascar, Indycar
      Drivers/Mechanics Endorsements. We will actively seek to have its
      products endorsed by prominent racers, racing teams, maintenance
      authorities, and related experts. Research has clearly established that
      consumers are more inclined to purchase products recommended by an
      authority whose opinion they value.
 ·
              Media Relations. We will
      work to establish relations with key auto reporters and opinion leaders at
      auto magazine and newspapers in key
markets.
 
 Internet
activity
 
 We will
work to develop and improve its own Web site to attract more B2C Business. The
product is very important to hobbyists and others in the DIY segment of the
market. We will improve visibility of its product through the most popular SEO
technologies using key words and paid for systems provided by Google, Yahoo,
You-tube, eBay, etc.
 
 ITEM
2.        DESCRIPTION OF
PROPERTY
  Our
principal executive office location and mailing address is PO Box 8851 Rocky
Mount, NC  27804.  The corporate telephone number is
252-407-7782
 
 ITEM
3.        LEGAL PROCEEDINGS
  We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.
  ITEM
4.        SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
  None.
  4
  PART
II
  ITEM
5.        MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
  Our
common stock has been approved to trade on the OTC Bulletin Board
system under the symbol “UVHO” since November 12, 2008. However, to date there
has been no trading market for our Common Stock.
 
 The
market price of our common stock is subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors, over many of which we have little or no control. In
addition, broad market fluctuations, as well as general economic, business and
political conditions, may adversely affect the market for our common stock,
regardless of our actual or projected performance.
  Holders
of Our Common Stock
 
 As of
April 30, 2009, we had 53 shareholders of our common stock.
 
 Stock
Option Grants
 
 As of
April 30, 2009, we have not granted any stock options.
 
 Registration
Rights
 
 We have
not granted any registration rights.
 
 ITEM
6.        SELECTED FINANCIAL
DATA.
 
 Not
applicable.
 
 ITEM
7.        MANAGEMENT’S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATIONS
 
 The
information contained in Item 2 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. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.
  Plan
of Operation
 
 We have
begun limited operations, and we require outside capital to implement our
business model.
 
 1.  
We believe we can begin to implement our business plan to prioritize the 7
market initiatives.
  2.   All
business functions will be coordinated and managed by the founder of our company
and consultants to the founder, including facilitating distribution contracts,
organizing the 7 selling initiatives and assisting in targeted marketing
implementation.
  3.    We
intend to support these marketing by the development of high-quality marketing
materials; a wide spread public relations and advertising program and an
attractive and informative trade and consumer friendly Web site, www.Turnkeytool.com.
  4.     Within
120 days of the initiation of its distribution and marketing campaign, we
believe that we will begin to generate expanded revenues from its targeted
distribution approach.
  5
 Our goal
is to commence generating sales revenues from our new product distribution
and sales programs by the end of the calendar year.
  If we are
unable to generate sufficient distribution partners and/or customers, we may
have to reduce, suspend or cease its efforts.  If our company is
forced to cease its previously stated efforts, we do not have plans to pursue
other business opportunities.
  Limited Operating
History
 
 We have
generated no independent financial history and have not previously demonstrated
that it will be able to expand our business through an increased investment in
increased production and/ or marketing efforts. We cannot guarantee that the
expansion efforts described in this quarterly report will be
successful.  The business is subject to risks inherent in growing an
enterprise, including limited capital resources and possible rejection of the
product and/or our distribution and sales methods.
 
 Future
financing may not be available to us on acceptable terms.  If
financing is not available on satisfactory terms, we may be unable to continue
expanding its operations.  Equity financing will result in a dilution
to existing shareholders.
 
 Results of
Operation
  For the
period from August 31, 2007 (inception), to April 30, 2009 we had no revenue.
Operating expenses since inception totaled $187,551 resulting in an operating
loss of $187,551. Operating expenses of $187,551 since inception consisted of
$108,336 for Professional fees, $23,354 for general and administrative expenses
and a loss on impairment of $55,831.
 
 Capital Resources and
Liquidity
  As of
April 30, 2009, we had $1,049 in cash.
 
 We
believe we can not satisfy our cash requirements for the next twelve months with
our current cash. If we are unable to satisfy our cash requirements we may be
unable to proceed with our plan of operations.  We do not anticipate
the purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions.  In the event we are not successful in reaching our
initial revenue targets, additional funds may be required, and we may not be
able to proceed with our business plan for the development and marketing of our
core services. Should this occur, we will suspend or cease
operations.
 
 We
anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
 
 Critical Accounting
Policies
 
 Our
significant accounting policies are summarized in Note 1 of our financial
statements.
  We have
adopted the following accounting standards. While all of these significant
accounting policies impact our financial condition, our views of these policies
are critical. Policies determined to be critical are those policies that have
the most significant impact on our financial statements and require management
to use a greater degree of judgment and estimates. Actual results may differ
from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report:
  In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period.  Actual results could differ from
those estimates.
  Inventories
are valued at the lower of cost or market.  Cost is determined using
the first-in, first-out (FIFO) method. Provision for potentially obsolete or
slow moving inventory is made based on management's analysis of inventory levels
and future sales forecasts.
   6
 In
accordance with Statement of Financial Statements (“SFAS”) No. 144, “Accounting for Impairment or Disposal of Long-Lived
Assets”, the Company carries long-lived assets at the lower of the
carrying amount or fair value. Impairment is evaluated by estimating future
undiscounted cash flows expected to result from the use of the asset and its
eventual disposition. If the sum of the expected undiscounted future cash flow
is less than the carrying amount of the assets, an impairment loss is
recognized. Fair value, for purposes of calculating impairment, is measured
based on estimated future cash flows, discounted at a market rate of
interest.
 In
accordance with Statement of Financial Accounting Standards, or SFAS,
No. 142, Goodwill and
Other Intangible Assets, requires that intangible assets with a finite
life are amortized over its life and requires that goodwill and intangible
assets be reviewed for impairment annually, or more frequently if impairment
indicators arise
  The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting
for Income Taxes” (“SFAS 109”).  Under SFAS 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  Under
SFAS 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.
  The
Company will recognize revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” and No. 104, “Revenue Recognition”.  In all
cases, revenue is recognized only when the price is fixed and determinable,
persuasive evidence of an arrangement exists, the product is delivered and
collectibility of the resulting receivable is reasonably assured.
  Recent Accounting
Pronouncements
 
 In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. SFAS 165 sets forth (1) The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The Company is evaluating the impact the adoption of SFAS 165 will have on its
financial statements.
  In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.
   7
 In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.
  In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in SFAS 168. All other accounting literature not
included in the Codification is nonauthoritative. The Company is evaluating the
impact the adoption of SFAS 168 will have on its financial
statements.
 Off-Balance Sheet
Arrangements
 
 We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
  ITEM
7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
 
 Market
risk is the risk of loss from adverse changes in market prices and interest
rates. We do not have substantial operations at this time so they are not
susceptible to these market risks.  If, however, they begin to
generate substantial revenue, their operations will be materially impacted by
interest rates and market prices.
   8
   ITEM
8.        FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.





UNIVERSAL
HOLDINGS, INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY)
 
 
 
 CONTENTS
 
 
 PAGE
                      F-1
                      REPORT
      OF INDEPENDENT REGISTERED PUBLICACCOUNTING
      FIRMPAGE
                      F-2
                      CONSOLIDATED
      BALANCE SHEETS AS OF APRIL 30, 2009 AND 2008PAGE
                      F-3
                      CONSOLIDATED
      STATEMENTS OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 2009, FOR THE PERIOD
      FROM AUGUST 31, 2007 (INCEPTION) TO APRIL 30, 2008 AND FOR THE PERIOD FROM
      AUGUST 31, 2007 (INCEPTION) TO APRIL 30, 2009PAGE
                      F-4
                      CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY(DEFICIENCY) FOR THE PERIOD
      FROM AUGUST 31, 2007 (INCEPTION) TO APRIL 30, 2009PAGE
                      F-5
                      CONSOLIDATED
      STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED APRIL 30, 2009, FOR THE PERIOD
      FROM AUGUST 31, 2007 (INCEPTION) TO APRIL 30, 2008 AND FOR THE PERIOD FROM
      AUGUST 31, 2007 (INCEPTION) TO APRIL 30, 2009PAGE
                      F-6
      -F-12
                      NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS







REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors of:
 Universal
Holdings, Inc.and
Subsidiary
 (A
Development Stage Company)
 
 We have
audited the accompanying consolidated balance sheets of Universal Holdings, Inc.
and Subsidiary (A Development Stage Company) (“the Company”) as of April 30,
2009 and 2008 and the related consolidated statements of operations, changes in
stockholders’ equity and cash flows for the year ended April 30, 2009 and the
period from August 31, 2007 (Inception) to April 30, 2008 and the period from
August 31, 2007 (Inception) to April 30, 2009. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly
in all material respects, the financial position of Universal Holdings, Inc. and
Subsidiary as of April 30, 2009 and 2008 and the results of its operations and
its cash flows for the year ended April 30, 2009 and the period from August 31,
2007 (Inception) to April 30, 2008 and the period from August 31, 2007
(Inception) to April 30, 2009 in conformity with accounting principles generally
accepted in the United States of America.
  The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is in the development stage with no operations
and has a net loss since inception of $217,551 and used cash in operations of
$146,901 for the period from August 31, 2007 (Inception) to April 30, 2009. In
addition, the Company has a working capital deficiency and stockholders’
deficiency of $501 as of April 30, 2009. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
 
 
 WEBB
& COMPANY, P.A.
 Certified
Public Accountants
 
 Boynton
Beach, Florida
 July 15,
2009






F-1


Universal Holdings, Inc. and
    Subsidiary(A
      Development Stage Company)Consolidated Balance
  SheetsASSETSApril
      30, 2009
                                      
                                      
                                      April
      30, 2008Current
      AssetsCash
                                      
                                      $
                                      1,049
                                      
                                      
                                      $
                                      139,838Inventory, net
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Total Current Assets
                                      
                                      
                                      1,049
                                      
                                      
                                      
                                      139,838Other
      AssetsIntangible Asset, net
                                      
                                      
                                      -
                                      
                                      
                                      
                                      60,000Total Other Assets
                                      
                                      
                                      -
                                      
                                      
                                      
                                      60,000Total  Assets
                                      
                                      $
                                      1,049
                                      
                                      
                                      $
                                      199,838LIABILITIES AND STOCKHOLDERS'
      EQUITY(DEFICIENCY)Current
      LiabilitiesAccounts payable
                                      
                                      $
                                      1,550
                                      
                                      
                                      $
                                      12,500Total  Liabilities
                                      
                                      
                                      1,550
                                      
                                      
                                      
                                      12,500Commitments
      and Contingencies
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Stockholders'
      Equity(Deficiency)Preferred
      stock, $0.0001 par value; 10,000,000 shares authorized, none issued
      and
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -outstandingCommon
      stock, $0.0001 par value; 100,000,000 shares authorized, 7,099,000 and
      6,999,000issued
      and outstanding, respectively
                                      
                                      
                                      710
                                      
                                      
                                      
                                      700Additional
      paid-in capital
                                      
                                      
                                      216,340
                                      
                                      
                                      
                                      203,200Deficit
      accumulated during the development stage
                                      
                                      
                                      (217,551
                                      )
                                      
                                      
                                      (16,562
                                      )Total Stockholders' Equity(Deficiency)
                                      
                                      
                                      (501
                                      )
                                      
                                      
                                      187,338Total Liabilities and Stockholders' Equity(Deficiency)
                                      
                                      $
                                      1,049
                                      
                                      
                                      $
                                      199,838
  See
accompanying notes to consolidated financial statements




F-2






Universal
      Holdings, Inc. and Subsidiary(A
      Development Stage Company)Consolidated Statements of
      OperationsFor the period from August 31,
      2007
                              
                              
                              For the period from August 31,
      2007For the Year Ended
                                April 30, 2009
                              
                              
                              (inception) to
                                April 30, 2008
                              
                              
                              (inception) to
                                April 30, 2009Revenue
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Cost
      of Revenue
                              
                              
                              30,000
                              
                              
                              
                              -
                              
                              
                              
                              30,000Gross
      Loss
                              
                              
                              (30,000
                              )
                              
                              
                              -
                              
                              
                              
                              (30,000
                              )2,003Operating
      ExpensesProfessional
      fees
                              
                              
                              95,866
                              
                              
                              
                              12,500
                              
                              
                              
                              108,366Loss
      on Impairment of intangible asset
                              
                              
                              55,831
                              
                              
                              
                              -
                              
                              
                              
                              55,831General
      and administrative
                              
                              
                              19,292
                              
                              
                              
                              4,062
                              
                              
                              
                              23,354Total
      Operating Expenses
                              
                              
                              170,989
                              
                              
                              
                              16,562
                              
                              
                              
                              187,551LOSS
      FROM OPERATIONS BEFORE INCOME TAXES
                              
                              
                              (200,989
                              )
                              
                              
                              (16,562
                              )
                              
                              
                              (217,551
                              )Provision
      for Income Taxes
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -NET
      LOSS
                              
                              $
                              (200,989
                              )
                              
                              $
                              (16,562
                              )
                              
                              $
                              (217,551
                              )Net
      Loss Per Share  - Basic and Diluted
                              
                              $
                              (0.03
                              )
                              
                              $
                              (0.00
                              )Weighted
      average number of shares outstandingduring
      the year/period - Basic and Diluted
                              
                              
                              7,095,429
                              
                              
                              
                              5,425,058


See
accompanying notes to consolidated financial statements




F-3







Universal
      Holdings, Inc. and Subsidiary(A
      Development Stage Company)Consolidated
      Statement of Changes in Stockholders' Equity(Deficiency)For the Period from August 31, 2007 (Inception) to
      April 30, 2009DeficitPreferred
      stock
                              
                              
                              Common
      stock
                              
                              
                              Additional
                              
                              
                              accumulated
      during
                              
                              
                              Total
                                Stockholder'spaid-in
                              
                              
                              development
                              
                              
                              EquityShares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              capital
                              
                              
                              stage
                              
                              
                              (Deficiency)Balance
      August 31, 2007
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Common
      stock issued for services to founder ($0.0001/Sh)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              4,000,000
                              
                              
                              
                              400
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              400Common
      stock issued for cash to founder ($0.0001/Sh)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,000,000
                              
                              
                              
                              100
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              100Common
      stock issued for cash ($0.10/Sh)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,999,000
                              
                              
                              
                              200
                              
                              
                              
                              199,700
                              
                              
                              
                              -
                              
                              
                              
                              199,900In
      kind contribution of services
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3,500
                              
                              
                              
                              -
                              
                              
                              
                              3,500Net
      loss for the period August 31, 2007 (inception) to April 30,
      2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (16,562
                              )
                              
                              
                              (16,562
                              )Balance,
      April 30, 2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              6,999,000
                              
                              
                              
                              700
                              
                              
                              
                              203,200
                              
                              
                              
                              (16,562
                              )
                              
                              
                              187,338Common
      stock issued for cash ($0.10/Sh)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              100,000
                              
                              
                              
                              10
                              
                              
                              
                              9,990
                              
                              
                              
                              -
                              
                              
                              
                              10,000In
      kind contribution of services
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5,200
                              
                              
                              
                              -
                              
                              
                              
                              5,200Stock
      offering costs
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (2,050
                              )
                              
                              
                              -
                              
                              
                              
                              (2,050
                              )Net
      loss, for the year ended April 30, 2009
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (200,989
                              )
                              
                              
                              (200,989
                              )Balance,
      April 30, 2009
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              7,099,000
                              
                              
                              $
                              710
                              
                              
                              $
                              216,340
                              
                              
                              $
                              (217,551
                              )
                              
                              $
                              (501
                              )
  See
accompanying notes to consolidated financial statements
  F-4
 
 Universal
      Holdings, Inc. and Subsidiary(A
      Development Stage Company)Consolidated Statements of Cash
      FlowsFor the Year
                                            
                                            
                                            For
      the Period From
                                              August
      31, 2007
                                            
                                            
                                            For
      the Period From
                                              August
      31, 2007Ended
                                              April
      30, 2009
                                            
                                            
                                            (Inception)
      to
                                              April
      30, 2008
                                            
                                            
                                            (Inception)
      to
                                              April
      30, 2009Cash
      Flows Used In Operating Activities:Net
      Loss
                                            
                                            $
                                            (200,989
                                            )
                                            
                                            $
                                            (16,562
                                            )
                                            
                                            $
                                            (217,551
                                            )Adjustments
      to reconcile net loss to net cash used in operationsCommon
      stock issued for services
                                            
                                            
                                            -
                                            
                                            
                                            
                                            400
                                            
                                            
                                            
                                            400Reserve
      for impairment of inventory
                                            
                                            
                                            30,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            30,000In-kind
      contribution of services
                                            
                                            
                                            5,200
                                            
                                            
                                            
                                            3,500
                                            
                                            
                                            
                                            8,700Amortization
      expense
                                            
                                            
                                            4,169
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            4,169Loss
      on impairment of intangible asset
                                            
                                            
                                            55,831
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            55,831Changes
      in operating assets and liabilities:Increase
      in inventory
                                            
                                            
                                            (30,000
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (30,000
                                            )Increase/(Decrease)
      in accounts payable
                                            
                                            
                                            (10,950
                                            )
                                            
                                            
                                            12,500
                                            
                                            
                                            
                                            1,550Net
      Cash Used In Operating Activities
                                            
                                            
                                            (146,739
                                            )
                                            
                                            
                                            (162
                                            )
                                            
                                            
                                            (146,901
                                            )Cash
      Flows From Investing Activities:Payment
      for intellectual property rights
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (60,000
                                            )
                                            
                                            
                                            (60,000
                                            )Net
      Cash Used In Investing Activities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (60,000
                                            )
                                            
                                            
                                            (60,000
                                            )Cash
      Flows From Financing Activities:Net
      proceeds from issuance of common stock
                                            
                                            
                                            7,950
                                            
                                            
                                            
                                            200,000
                                            
                                            
                                            
                                            207,950Net
      Cash Provided by Financing Activities
                                            
                                            
                                            7,950
                                            
                                            
                                            
                                            200,000
                                            
                                            
                                            
                                            207,950Net
      Increase/(Decrease) in Cash
                                            
                                            
                                            (138,789
                                            )
                                            
                                            
                                            139,838
                                            
                                            
                                            
                                            1,049Cash
      at Beginning of Year/Period
                                            
                                            
                                            139,838
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Cash
      at End of Year/Period
                                            
                                            $
                                            1,049
                                            
                                            
                                            $
                                            139,838
                                            
                                            
                                            $
                                            1,049Supplemental disclosure of cash flow
      information:Cash
      paid for interest
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Cash
      paid for taxes
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
  See
accompanying notes to consolidated financial statements
  F-5
 UNIVERSAL
HOLDINGS, INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2009 AND
2008


NOTE
      1
              SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES AND
ORGANIZATION
 
 (A)
Organization
 
 Universal
Holdings, Inc. and Subsidiary (a development stage company) (the "Company") was
incorporated under the laws of the State of Nevada on August 31,
2007.  Universal Holdings, Inc. is planning to manufacture, import,
market and distribute a patented automotive maintenance and repair mechanism
known as the Turn-Key Tool TM.    Activities
during the development stage include developing the business plan and raising
capital.
 
 (B) Principles of
Consolidation
 
 The
accompanying 2009 and 2008 consolidated financial statements include the
accounts of Universal Holdings, Inc. from August 31, 2007 (inception) and its
100% owned subsidiary Universal Product Marketing, Inc.  All
inter-company accounts have been eliminated in the consolidation (See Note
4(C)).
 
 (C) Use of
Estimates
 
 In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period.  Actual results could differ from
those estimates.
 
 (D) Cash and Cash
Equivalents
 
 The
Company considers all highly liquid temporary cash investments with an original
maturity of three months or less to be cash equivalents. At April 30, 2009 and
2008, the Company had no cash equivalents.
 
 (E)
Inventory
 
 Inventories
are valued at the lower of cost or market.  Cost is determined using
the first-in, first-out (FIFO) method. As of April 30, 2009 and 2008, finished
goods inventory is $0 and $0, respectively.  Provision for potentially
obsolete or slow moving inventory is made based on management's analysis of
inventory levels and future sales forecasts.  For the year ended April
30, 2009, the Company recorded an inventory impairment of $30,000.
 
 F-6
   UNIVERSAL
HOLDINGS, INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2009 AND
2008
 
 April
      30, 2009
                        
                        
                        April
      30, 2008Inventory
                        
                        $
                        30,000
                        
                        
                        $
                        -Reserve
      for impairment
                        
                        
                        (30,000
                        )
                        
                        
                        -Net
                        
                        $
                        -
                        
                        
                        $
                        -
  (F) Long Lived
Assets
 
 Long-lived
assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. If such
assets are considered impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair value of
the assets.
 
 In
accordance with Statement of Financial Statements (“SFAS”) No. 144, “Accounting for Impairment or Disposal of Long-Lived
Assets”, the Company carries long-lived assets at the lower of the
carrying amount or fair value. Impairment is evaluated by estimating future
undiscounted cash flows expected to result from the use of the asset and its
eventual disposition. If the sum of the expected undiscounted future cash flow
is less than the carrying amount of the assets, an impairment loss is
recognized. Fair value, for purposes of calculating impairment, is measured
based on estimated future cash flows, discounted at a market rate of
interest.
 
 There
were no impairment losses recorded during the period from August 31, 2007
(inception) to April 30, 2009.
 
 (G) Intangible
Assets
 
 In
accordance with Statement of Financial Accounting Standards, or SFAS,
No. 142, Goodwill and
Other Intangible Assets, requires that intangible assets with a finite
life are amortized over its life and requires that goodwill and intangible
assets be reviewed for impairment annually, or more frequently if impairment
indicators arise.  During the year ended April 30, 2009, the Company
recognized an impairment loss of $55,831. This impairment loss was included as a
component of operating expenses. There were no impairment charges taken during
the period ended April 30, 2008.
 
 
 (H) Loss Per
Share
 
 Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings Per Share.” As of April 30, 2009 and 2008 there were no common share
equivalents outstanding.
   F-7
  UNIVERSAL
HOLDINGS, INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2009 AND
2008
 (I) Income
Taxes
 
 The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting
for Income Taxes” (“SFAS 109”).  Under SFAS 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  Under
SFAS 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment
date.
 
 The net
deferred tax liability in the accompanying balance sheets includes the following
amounts of deferred tax assets and liabilities:
  Years
      Ended April 30,2009
                              
                              
                              2008Deferred
      tax liability
                              
                              $
                              -
                              
                              
                              $
                              -Deferred
      tax asset
                              
                              
                              -
                              
                              
                              
                              -Impairment of Inventory
                              
                              
                              11,565
                              
                              
                              
                              -Impairment
      of Intangible Asset
                              
                              
                              21,590
                              
                              
                              
                              -Net
      Operating Loss Carryforward
                              
                              
                              46,633
                              
                              
                              
                              4,305Valuation
      allowance
                              
                              
                              (79,788)
                              
                              
                              
                              (4,305)Net
      deferred tax asset
                              
                              
                              -
                              
                              
                              
                              -Net
      deferred tax liability
                              
                              $
                              -
                              
                              
                              $
                              -
  The
valuation allowance was established to reduce the deferred tax asset to the
amount that will more likely than not be realized. This is necessary due to
the Company’s continued operating losses and the uncertainty of the Company’s
ability to utilize all of the net operating loss carryforwards before they will
expire through the year 2029.
  The net
change in the valuation allowance for the year ended April 30, 2009 was an
increase of $75,483.
  The
components of income tax expense related to continuing operations are as
follows:
  2009
                      
                      
                      2008FederalCurrent
                      
                      $
                      -
                      
                      
                      $
                      -Deferred
                      
                      
                      -
                      
                      
                      
                      -$
                      -
                      
                      
                      
                      -State
      and LocalCurrent
                      
                      $
                      -
                      
                      
                      $
                      -Deferred
                      
                      
                      -
                      
                      
                      
                      -$
                      -
                      
                      
                      $
                      -
   F-8
  UNIVERSAL
HOLDINGS, INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2009 AND
2008
 The
Company's income tax expense differed from the statutory rates (federal 34% and
state 6.90%) as follows:
  Year
      Ended April 30,
                      
                      
                      Year
      Ended April 30,2009
                      
                      
                      2008Statutory
      rate applied to earnings before income taxes:
                      
                      $
                      (77,489
                      )
                      
                      $
                      (4,305
                      )Increase
      (decrease) in income taxes resulting from:Change
      in deferred tax asset valuation allowance
                      
                      
                      75,483
                      
                      
                      
                      4,305Other
                      
                      
                      2,006
                      
                      
                      
                      -Income
      Tax Expense
                      
                      $
                      -
                      
                      
                      $
                      -
  (J) Business
Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
 
 (K) Concentration of Credit
Risk
 
 The
Company at times has cash in banks in excess of FDIC insurance limits. The
Company had approximately $0 and $39,778 in excess of FDIC insurance limits as
of April 30, 2009 and 2008, respectively.
 
 (L) Revenue
Recognition
 
 The
Company will recognize revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” and No. 104, “Revenue Recognition”.  In all
cases, revenue is recognized only when the price is fixed and determinable,
persuasive evidence of an arrangement exists, the product  is
delivered and collectibility of the resulting receivable is reasonably
assured.
   F-9
 UNIVERSAL
HOLDINGS, INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2009 AND
2008
 (M) Recent Accounting
Pronouncements
 
 In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. SFAS 165 sets forth (1) The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The Company is evaluating the impact the adoption of SFAS 165 will have on its
financial statements.
 
 In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.
 
 In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.
 
 In
June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—a
replacement of FASB Statement No. 162”. The FASB Accounting Standards
Codification (“Codification”) will be the single source of authoritative
nongovernmental U.S. generally accepted accounting principles. Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective
for interim and annual periods ending after September 15, 2009. All existing
accounting standards are superseded as described in SFAS 168. All other
accounting literature not included in the Codification is nonauthoritative. The
Company is evaluating the impact the adoption of SFAS 168 will have on its
financial statements.
   F-10
  UNIVERSAL
HOLDINGS, INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2009 AND
2008
 
 NOTE
      2
              GOING
      CONCERN
 
 As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations and has a net loss since inception of
$217,551 and used cash in operations of $146,901 for the period from August 31,
2007 (inception) to April 30, 2009.  In addition, the Company has a
working capital deficiency and stockholders’ deficiency of $501 as of April 30,
2009.  This raises substantial doubt about its ability to continue as
a going concern.  The ability of the Company to continue as a going
concern is dependent on the Company’s ability to raise additional capital and
implement its business plan.  The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.
 
 Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
 
 NOTE
      3
              INTANGIBLE
      ASSETS
 
 Intangible
assets consist of a patent for the turn key tools:
  April
      30, 2009
                      
                      
                      April
      30, 2008Patent
                      
                      $
                      60,000
                      
                      
                      $
                      60,000Less
      accumulated amortization
                      
                      
                      (4,169
                      )
                      
                      
                      -Less
      impairment loss
                      
                      
                      (55,831
                      )
                      
                      
                      -Net
                      
                      $
                      -
                      
                      
                      $
                      60,000
  The
patent was acquired on March 17, 2008 at which point the patent had a remaining
life of approximately 16 years.  Amortization expense of $4,169 was
recorded for the year ended April 30, 2009.  No amortization was
recorded for the period from August 31, 2007 (inception) to April 30,
2008.
 
 F-11
   UNIVERSAL
HOLDINGS, INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 APRIL 30, 2009 AND
2008
 NOTE  4
              STOCKHOLDERS’
      EQUITY
  (A)Common Stock Issued for
Cash
  For the
year ended April 30, 2009, the Company issued 100,000 shares of common stock for
$10,000 ($0.10/share) and paid offering costs of $2,050 for total net proceeds
of $7,950.
 
 For the
period from August 31, 2007 (inception) through April 30, 2008, the Company
issued 1,999,000 shares of common stock for $199,900 ($0.10/share).
 
 On
September 14, 2007, the Company issued 1,000,000 founder shares of common stock
for $100 ($0.0001/share) (See Note 5).
 
 (B) In-Kind Contribution of
Services
 
 For the
year ended April 30, 2009, the shareholder of the Company contributed services
having a fair value of $5,200 (See Note 5).
 
 For the
year ended April 30, 2008, the shareholder of the Company contributed services
having a fair value of $3,500. (See Note 5)
 
 (C) Acquisition
Agreement
 
 On
September 13, 2007, Universal Holdings, Inc. consummated an agreement with
Universal Product Marketing, Inc., pursuant to which Universal Product
Marketing, Inc. exchanged all of its members’ interest for 4,000,000 shares or
approximately 100% of the common stock of Universal Holdings,
Inc.  The Company has accounted for the transaction as a combination
of entities under common control and accordingly, recorded the merger at
historical cost.
 
 NOTE
      5
              RELATED PARTY
      TRANSACTIONS
 
 For the
year ended April 30, 2009 the shareholder of the Company contributed services
having a fair value of $5,200 (See Note 4(B)).
 
 For the
year ended April 30, 2008 the shareholder of the Company contributed services
having a fair value of $3,500 (See Note 4(B)).
 
 On
September 14, 2007, the Company issued 1,000,000 founder shares of common stock
for $100 ($0.0001/share) (See Note 4(A)).
  NOTE
      6
              COMMITMENT
 
 On April
14, 2008 the Company entered into a consulting agreement which provides for
administrative and other miscellaneous services.  The Company is
required to pay $5,000 a month beginning May 1, 2008.  This agreement
was terminated on February 28, 2009. There are no amounts owed to the consultant
as of April 30, 2009.
 
 
 F-12
 
 ITEM
9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
  Our
accountant is Webb & Company. P.A, independent certified public accountants.
We do not presently intend to change accountants. At no time have there been any
disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
  ITEM
9A.     CONTROLS AND PROCEDURES
  Not
Applicable
 
 PART
III
  ITEM
10.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
  We have
two Directors and Officers as follows:
 
 Name
                Age
                Positions
      and Offices HeldLanny
      M. Roof
                68
                CEO,
      President and TreasurerJudith
      Lee
                57
                Secretary
 
 LANNY M. ROOF, CPA/ CEO,
President and Treasurer
 
 We were
founded by Lanny M. Roof, CPA who serves as our only Director and as its CEO,
President and Treasurer. Mr. Roof will coordinate and manage all of our business
functions, including marketing, finance and operations.
 
 Mr. Roof
attended Chowan College and is a 1965 graduate of the University of North
Carolina-Chapel Hill. After serving in the United States Army, Mr. Roof worked
as a CPA for A.M. Pullen & Company, CPA for 4 years. Thereafter, he served
for a decade as a Vice President in various management roles with Boddie-Noell
Enterprises of Rocky Mount, NC. From 1980 and through 1992, Mr. Roof was Vice
President for Golden Corral Corporation (Raleigh, NC).
 
 Since
1993, Mr. Roof has been self-employed and involved in real estate, restaurant
and accounting businesses.
 
 JUDITH B. LEE,
Secretary
 
 Ms. Lee
is a graduate of East Carolina University. She enjoyed a 30-year career in
education serving the Rocky Mount-Nash County, NC School System in a variety of
capacities.
 
 She
serves as Secretary of Community Resource Exchange, Inc. a community-based
non-profit organization serving much of Eastern North Carolina.
  Term of
Office
  Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
  Audit
Committee
  We do not
have a standing audit committee of the Board of Directors. Management has
determined not to establish an audit committee at present because of our limited
resources and limited operating activities do not warrant the formation of an
audit committee or the expense of doing so. We do not have a financial
expert serving on the Board of Directors or employed as an officer based on
management’s belief that the cost of obtaining the services of a person who
meets the criteria for a financial expert under Item 401(e) of Regulation S is
beyond its limited financial resources and the financial skills of such an
expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the limited
scope and simplicity of accounting issues raised in its financial statements at
this stage of its development.
  9
  Certain Legal
Proceedings
  No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
  Compliance With Section
16(A) Of The Exchange Act.
  Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended April 30,
2009.
  Code of
Ethics
  The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
  ITEM
11.      EXECUTIVE COMPENSATION
  Compensation of Executive
Officers
 
 The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended April 30, 2009 and 2008 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
  SUMMARY
COMPENSATION TABLE
  Name
      and Principal Position
                Year
                
                Salary
                  ($)
                
                
                Bonus
                  ($)
                
                
                Stock
      Awards
                  ($)
                
                Option
      Awards
                  ($)
                
                
                Non-Equity
      Incentive Plan Compensation ($)
                
                
                Non-Qualified
      Deferred Compensation Earnings
                  ($)
                
                
                All
      Other Compensation
                  ($)
                
                
                Totals
                  ($)Lanny
      M. RoofCEO,
      President & Treasurer
                2009
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                02008
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0Judith
      Lee,
                2009
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0Secretary
                2008
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
  Employment
Agreements
  We do not
have any employment agreements in place with our sole officer and
director.
 
 Compensation of
Directors
 
 Directors
do not receive any compensation for their services as directors. The Board of
Directors has the authority to fix the compensation of directors. No amounts
have been paid to, or accrued to, directors in such capacity.
  10
   ITEM
12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
  The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.
 
 Title
      of Class
                    Nameof
      Beneficial Owner
                    Amount
      and Nature
                      of
      Beneficial Owner
                    Percent
      of Class (1)Common
      Stock
                    Lanny
      M. Roof
                    2,500,000
                    35.21%Common
      Stock
                    Judith
      B. Lee
                    2,500,000
                    35.21%Common
      Stock
                    All
      executive officers and directors as a group
                    5,000,000
                    70.43%
  (1)  Based
upon 7,099,000 shares outstanding as of July 21, 2009.
 
 ITEM
13.      CERTAIN RELATIONSHIPS AND RELATED
TRANSACTION, AND DIRECTOR INDEPENDENCE
 
 None
 
 ITEM
14.      PRINCIPAL ACCOUNTANT FEES AND
SERVICES
  Audit
Fees
  For the
Company’s fiscal years ended April 30, 2009 and 2008, we were billed
approximately $11,000 and $0 for professional services rendered for the audit
and review of our financial statements.
  Audit Related
Fees
 
 There
were no fees for audit related services for the years ended April 30, 2009 and
2008.
 
 Tax Fees
  For the
Company’s fiscal years ended April 30, 2009 and 2008, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
  All Other
Fees
  The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended April 30, 2009 and
2008.
  Pursuant
to the requirements of Section 13 or 15(d) 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.
 
 Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us or our subsidiaries to render any
auditing or permitted non-audit related service, the engagement be:
 
 -approved
by our audit committee; or
 
 -entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
 
 We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors. The pre-approval process has
just been implemented in response to the new rules. Therefore, our board of
directors does  not have  records of  what
percentage of the above fees were pre-approved.  However, all of the
above services and fees were reviewed and approved by the entire board of
directors either before or after the respective services were
rendered.
  11
  PART
IV
 
 ITEM
15.      EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
  a)
Documents filed as part of this Annual Report
  1.
Consolidated Financial Statements
  2.
Financial Statement Schedules
  3.
Exhibits
  Exhibits
#      Title
 
 14.1
                  Code
      of Ethics
 31.1
                Certification
      of President, Chief Executive Officer, Chief Financial Officer, Chairman
      of the Board of Directors Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002
  32.1
                Certification
      of President, Chief Executive Officer, Chief Financial Officer, Chairman
      of the Board of Directors Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
 
 
 12
  SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
   UNIVERSAL
      HOLDINGS,
      INC.Dated:
      July
      23, 2009
                    By:
                    /s/ Lanny M.
      RoofCEO,
      President and Treasurer
 
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
   UNIVERSAL
      HOLDINGS, INC.Dated:
      July
      23, 2009
                      By:
                      /s/ Judith
      LeeSecretary