<PAGE>

                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended 10-31-01                         Commission File Number 0-2865

                               Universal Mfg, Co.
                               ------------------
             (Exact name of Registrant as specified in its charter)


                    NEBRASKA                              42 0733240
                    --------                              ----------
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
                or organization)

              405 Diagonal Street, P.O. Box 190, Algona, Iowa 50511
                    ( Address of principal executive office)

     Registrant's telephone number, including area code   515-295-3557
                                                          ------------



                                 Not Applicable
 Former name, former address and former fiscal year if changed since last report

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 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 __X___ No _____


Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

                   Number of shares outstanding as of 10-31-01        816,000
                                                                      -------
                                                                       Common

Transitional Small Business Disclosed Format ( Check one):

                             Yes _______ No ___X____



                                       1.

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                               UNIVERSAL MFG. CO.
                               ------------------
                                   FORM 10-QSB
                                   -----------
                                      INDEX
                                      -----

                                                                           Pages
                                                                           -----

Part I   Financial Information
         ---------------------
            Item 1.   Financial Statements (unaudited):                        3
                Consolidated Balance Sheets as of  October 31, 2001
                and July 31, 2001

                Consolidated Statements of Loss and Retained                   4
                Earnings - Three Months Ended October 31, 2001
                and October 28, 2000

                Consolidated Statements of Cash Flows - Three Months Ended     5
                October 31, 2001 and October 28, 2000

                Notes to Consolidated Financial Statements                   6-9

            Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                     10



Part II   Other Information
          -----------------

            Item 1.   Legal Proceedings                                       10

            Item 2.   Changes in securities                                   10

            Item 3.   Defaults upon senior securities                         10

            Item 4.   Submission of Matters to a vote of security holders     10

            Item 5.   Other information                                       10

            Item 6.   Exhibits and reports on Form 8-K                        11

            Signatures                                                        12


                                       2.

<PAGE>

                          ITEM 1. FINANCIAL STATEMENTS

UNIVERSAL MFG. CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (unaudited)

--------------------------------------------------------------------------------
                                                   October 31,       July 31,
                                                      2001             2001
                                                  ------------     ------------
ASSETS

CURRENT ASSETS:
  Accounts receivable, net of allowances
    of $51,718 and $46,718 respectively              3,357,707        3,645,445
  Inventories                                        9,799,006       10,642,710
  Prepaid expenses                                      28,799           48,397
  Net Assets Held for Sale                              33,912           33,912
  Income tax receivable                                 45,604
  Deferred income taxes                                293,942          293,942
                                                  ------------     ------------
  Total current assets                              13,558,970       14,664,406
                                                  ------------     ------------

PROPERTY - At cost
  Land                                                 100,499          100,499
  Buildings                                          1,844,201        1,844,201
  Machinery and equipment                            1,131,505        1,131,505
  Furniture and fixtures                               653,095          637,559
  Trucks and automobiles                             1,020,517        1,080,632
  Construction-in-Progress                              52,626           33,280
                                                  ------------     ------------
  Total property                                     4,802,443        4,827,676
  Less accumulated depreciation                     (2,657,100)      (2,574,704)
                                                  ------------     ------------
  Property - net                                     2,145,343        2,252,972
                                                  ------------     ------------

  Total Assets                                    $ 15,704,313     $ 16,917,378
                                                  ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Bank Overdrafts                                 $    664,996     $      6,239
  Current Portion of Long-term Debt               $  5,095,416     $  5,575,610
  Accounts payable                                $  3,987,389     $  5,266,128
  Dividends payable                                          0                0
  Income tax payable                                         0           44,147
  Accrued compensation and taxes                       248,618          231,305
  Accrued other                                        124,836          141,868
  Accrued local taxes                                        0                0
                                                  ------------     ------------
  Total current liabilities                         10,121,255       11,265,297

LONG TERM LIABILITIES
  Notes Payable                                        481,362          489,054
                                                  ------------     ------------
    Total Liabilities                               10,602,617       11,754,351

MINORITY INTEREST IN SUBSIDIARY                        125,638          119,844
                                                  ------------     ------------
STOCKHOLDERS' EQUITY
  Common stock, $1 par value;
    authorized, 2,000,000 shares;
    issued and outstanding, 816,000 shares             816,000          816,000
  Additional paid-in capital                            17,862           17,862
  Retained earnings                                  4,142,196        4,209,321
                                                  ------------     ------------
  Total stockholders' equity                         4,976,058        5,043,183
                                                  ------------     ------------
                                                  $ 15,704,313     $ 16,428,324
                                                  ============     ============

                                       3.

<PAGE>

UNIVERSAL MFG. CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF LOSS AND RETAINED EARNINGS (unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                           --------------------------
                                                           October 31,    October 28,
                                                              2001           2000
                                                           -----------    -----------
<S>                                                        <C>            <C>
NET SALES                                                  $ 8,210,137    $ 6,750,797

COST OF GOODS SOLD                                           6,630,777      5,676,984
                                                           -----------    -----------
GROSS PROFIT                                                 1,579,360      1,073,813

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                                    1,695,582      1,142,440
                                                           -----------    -----------

INCOME/(LOSS) FROM OPERATIONS                                 (116,222)       (68,627)
                                                           -----------    -----------

OTHER INCOME:
  Loss on Sales of Property and Equipment                      (26,997)
  Interest Expense                                             (83,132)       (32,477)
 Other Income                                                  115,165         69,927
                                                           -----------    -----------
  Total Other Income (Expense)                                   5,036         37,450
                                                           -----------    -----------
INCOME/(LOSS) BEFORE MINORITY INTEREST AND INCOME TAXES       (111,186)       (31,177)

MINORITY INTEREST IN NET EARNINGS OF SUBSIDIARY                   (689)           (65)
                                                           -----------    -----------
INCOME/(LOSS) BEFORE INCOME TAXES                             (111,875)       (31,242)

INCOME TAX BENEFIT                                              44,750         12,159
                                                           -----------    -----------
NET INCOME (LOSS)                                              (67,125)       (19,083)

RETAINED EARNINGS, Beginning of period                       4,209,321      4,104,713

DIVIDENDS                                                            0              0
                                                           -----------    -----------
RETAINED EARNINGS, End of period                           $ 4,142,196    $ 4,085,630
                                                           ===========    ===========

PER COMMON SHARE INFORMATION:
BASIC AND DILUTED
  Loss per common share                                        ($0.08)        ($0.02)
                                                           ===========    ===========

Dividends per common share                                       $0.00          $0.15
                                                           ===========    ===========
</TABLE>

                                       4.

<PAGE>

UNIVERSAL MFG. CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                           --------------------------
                                                           October 31,    October 28,
                                                              2001           2000
                                                           -----------    -----------
<S>                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                      ($67,125)      ($19,083)
Adjustments to reconcile net loss  to
 net cash used in operating activities:
  Depreciation                                                 102,815         38,437
  Loss on sales of property and equipment                       26,997
  Minority interest                                                689          5,443
Changes in operating assets and liabilities:
  Accounts receivable                                          287,738      1,041,150
  Inventories                                                  843,704     (1,320,599)
  Income taxes receivable/(payable)                            (89,751)        21,449
  Prepaid expenses                                              19,598          5,531
  Accounts payable                                          (1,278,739)       (82,630)
  Accrued expenses                                                 281         18,862
                                                           -----------    -----------
Net used in operating activities                              (153,793)      (291,440)
                                                           -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds fron sales of property and equipment                   15,199
Cash paid to acquire Value Independent Parts                               (5,157,662)
Purchases of property and equipment                            (37,382)
                                                           -----------    -----------
Net cash used in investing activities                          (22,183)    (5,157,662)
                                                           -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividends                                                         (122,400)
Net increase in bank overdrafts                                658,757        264,920
Payment of capital leases                                       (7,151)
Net (decrease) in revolving notes payable                     (480,735)     4,869,826
LLC membership contributions received                                         100,000
Principal received on note receivable - officer                  5,105
                                                           -----------    -----------
Net cash provided by financing activities                      175,976      5,112,346
                                                           -----------    -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                              0       (336,756)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                     0        336,756
                                                           -----------    -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $         0    $         0
                                                           ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (refunded) during the quarter for income taxes       (45,000)        36,106
Cash paid during the quarter for interest                  $    85,835    $    32,477
                                                           ===========    ===========

Noncash Investing and Financing Activities:
  Cash Paid to Acquire Value Independent Parts:
     Assets acquired:
        Inventories                                                       $ 3,753,288
        Accounts Receivable                                                   647,882
        Property and equipment                                                756,392
                                                                          -----------
Total Assets Acquired                                                     $ 5,157,562
                                                                          ===========
</TABLE>

                                       5.

<PAGE>

UNIVERSAL MFG.CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim financial statements - The accompanying consolidated financial
statements of Universal Mfg. Co. and subsidiaries (Company) are unaudited. In
the opinion of the Company's management, the consolidated financial statements
include all adjustments necessary to state fairly the financial position of the
Company as of October 31, 2001 and July 31, 2001, and the results of operations
and cash flows for the three month periods ended October 31, 2001, and October
28, 2000. Certain notes and other information have been condensed or omitted
from the financial statements presented in this quarterly report on Form 10-QSB.
Accordingly, these financial statements should be read in conjunction with the
Company's annual report on Form 10-KSB for the year ended July 31, 2001.

Nature of operations - The Company is engaged in the business of remanufacturing
and distribution, on a wholesale basis, of engines and other automobile parts
for Ford Motor Company (Ford) vehicles. Remanufactured parts for non-Ford
vehicles are also marketed on a limited basis. The principal markets for the
Company's products are automotive dealers and other automotive parts
distributors located throughout the United States.

During the year ended July 31, 1999, and continuing throughout the year ended
July 31, 2000 Ford deauthorized the remanufacturing of several automotive parts
which were being remanufactured by the Company. On October 1, 1998, the Company
signed a new sales agreement with Ford authorizing the Company to be a Ford
Authorized Distributor. This agreement expires December 31, 2001. Effective
August 2001, the Ford Customer Service Division advised the Company of
significant changes that will impact the existing sales agreement between Ford
and the Company. Ford announced that it expects the changes to become effective
on or about January 1, 2002.

The Company's existing sales agreement with Ford authorizes the distribution of
Ford replacement engine assemblies, transmission assemblies, and other
components to Ford and Lincoln-mercury dealerships. In addition, the current
sales agreement authorizes the distribution of Motorcraft replacement parts to
Ford and Lincoln-mercury dealerships and independent installers. The pending
change will require separate sales agreements for the distribution of Ford
assemblies and Motorcraft replacement parts, and Ford will no longer authorize
the distribution of both product lines from a single supplier. As a result, the
Company had to decide whether to distribute Ford assemblies or Motorcraft
replacement parts and then enter into a new sales agreement.

The decision will result in the reduction of sales volume because the Company
will be forced to surrender an entire distribution line. The Company has
considered both options, considering reduced sales volume,potential future
opportunities, and other factors and has elected to discontinue distribution of
Motorcraft replacement parts effective January 1, 2002.

Presentation - The accompanying consolidated financial statements include the
accounts of Universal Mfg. Co., its subsidiaries, Universal Distribution LLC and
Rainbo Company LLC dba Value Independent Parts. Universal Distribution LLC is
owned 99% by Universal Mfg. CO. and 1% by the Company's President and was
established on June 30, 1999. Rainbo Company LLC was acquired September 29,


                                       6.

<PAGE>

2000. All intercompany balances and transactions have been eliminated in
consolidation.

Use of Estimates - In preparing financial statements in conformity with
accounting principles generally accepted in the United States of America,
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 consolidated financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.

2.  ACQUISITION

On August 31, 2000, the Company signed an agreement with Rainbo Oil Company
(Rainbo) and Rainbo's president and majority shareholder to form Rainbo Company
LLC d/b/a Value Independent Parts (Rainbo LLC). Rainbo LLC, of which the Company
and Rainbo are each 50% members, was formed for purposes of acquiring and
operating the automobile parts distribution division (VIP) of Rainbo. The
Company and Rainbo each contributed $100,000 in initial membership contributions
to capitalize Rainbo LLC. Additionally, the Company and Rainbo each loaned
$400,000 to Rainbo LLC. These unsecured loans bear interest at a fixed rate of
9.0%, payable annually, with principal due on October 1, 2005.

The net income of Rainbo LLC is to be allocated between the Company and Rainbo
based on their respective ownership interests. Net losses are allocated one
hundred percent to the Company. The Company can determine whether to distribute
the assets of Rainbo LLC. All distributions shall be made according to the
respective ownership interests, as defined by the operating agreement.

On September 29, 2000, the Company, through Rainbo LLC, executed an asset
purchase agreement to acquire substantially all assets of VIP.

This acquisition was accounted for under the purchase method of accounting.
Results of operations of the acquired entity are included in the consolidated
statements of earnings from the date of acquisition.

Pro-forma results of operations for the three month periods ended October 31,
2001 and October 28, 2000 as if the acquisition had occurred at the beginning of
each period are as follows:

                                                       2001          2000

Total net sales                                    $ 8,210,137   $ 8,224,452
                                                   -----------   -----------
Net loss                                           $   (67,125)  $  (114,715)
                                                   -----------   -----------
Basic and diluted loss per common share            $     (0.08)  $     (0.14)
                                                   -----------   -----------

                                       7.

<PAGE>

3.  INVENTORIES -

         Inventories consist of the following as of :

                                               October 31,            July 31,
                                                  2001                  2001
FIFO balance:
  Product cores                               $  3,899,655         $  4,198,045
  Raw materials                                    710,068              666,723
  Finished engines                               1,179,656            1,153,637
  Finished small parts                           7,528,142            8,142,820
                                              ------------         ------------
    Total FIFO balance                          13,317,521           14,161,225

LIFO reserve                                    (3,083,616)          (3,083,616)
Obsolescence reserve                              (434,899)            (434,899)
                                              ------------         ------------

    Total inventories                         $  9,799,006         $ 10,642,710
                                              ============         ============



4.  LONG-TERM DEBT

The Company has two revolving credit agreements with Firstar Bank, N.A. totaling
$6,000,000 in available borrowings. Borrowings totaling $5,050,738 as of October
31, 2001 bear interest payable monthly at variable rates equal to the bank's
prime rate or prime rate less 1.0% (effective rates ranging from 5.0% to 6.0% as
of October 31, 2001). The credit agreements mature January 31, 2002. Maximum
availability under these agreements is based on a borrowing base calculated as a
percentage of eligible inventory and accounts receivable amounts as defined by
the agreements. Substantially all assets of the Company are pledged as
collateral against outstanding borrowings. The credit agreements contain certain
covenants, including but not limited to requirements for the Company to maintain
certain tangible net worth and debt to net worth ratio amounts and limits to
capital expenditures. The Company was in compliance with all such covenants as
of October 31, 2001.

5.  EPA PROJECT COSTS

On May 6, 1994, the Company and the United States Environmental Protection
Agency (EPA) entered into a Consent Agreement and Consent Order (Agreement) to
settle a complaint filed against the Company in 1991. As required by the
Agreement, the Company immediately paid a civil penalty of $32,955 and conducted
a Supplemental Environmental Project (SEP) during July and August of 1994 which
involved sludge removal and pit cleaning at the Company's Plant at a cost of
$91,076. After the sludge was removed, additional contamination was found in
"Pit D", an enclosed underground wastewater containment under the Company's
Plant. On June 10, 1998, the Company received notice from the EPA authorizing
submission of a detailed technical proposal for an additional SEP to ascertain
information concerning environmental conditions at the Company's Plant. The EPA
notice stated that if approved, the cost of the additional SEP work could be
used to offset the remaining approximately $37,000 in deferred penalties owed by
the Company to the EPA under the Agreement. On August 6, 1998, the Company's
consultant submitted a proposed SEP plan to the EPA detailing soil sampling work
and groundwater studies to be conducted across the Plant property over a 48-week


                                       8.

<PAGE>

period at an estimated cost of $62,000, yielding an anticipated $38,840 in after
tax costs to the Company for offset against the remaining deferred penalty. The
EPA approved the consultant's proposal on September 11, 1998, and the work was
completed in November of 1999 within budget. The consultant's report to the EPA
disclosed chlorinated solvent contamination in the soil and groundwater only in
the immediate area of "Pit D." The consultant recommended conversion of "Pit D"
to a groundwater sump for removal and treatment of contaminated groundwater and
continued monitoring groundwater on the Company's property to detect any
migration of the contamination. The consultant recommended against removal of
contaminated soils due to cost and access problems. To date the EPA has not
responded to the consultant's recommendations, and the Company has no
information concerning the cost or extent of any further work that EPA may
require.

                                       9.

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Sales for the first quarter were 22% higher than the first quarter a year ago.
This sales increase was due to the inclusion of three months sales from Rainbo
Company LLC dba Value Independent Parts (VIP), compared to one month a year ago.
As is indicated in Item 1 of this report, in Notes to Consolidated Financial
Statements, the Company purchased VIP on September 30, 2000.

The tragic events of September 11, 2001, affected many individuals and
organizations in this country. Universal Mfg. Co. was no exception. After very
strong sales in August, sales fell drastically in September. Sales did rebound
somewhat in October, but not enough to recover the losses incurred in September.
Total sales in August were $2,990,000, September sales were $2,475,000, October
sales were $2,745,000.

Sales were also affected by the 0% interest rates offered by the auto companies.
This contributed to the reduced unit sales of engine assemblies, as a vehicle
replacement was perceived as more attractive than an engine replacement. Engine
unit sales the first quarter a year ago were 1060, compared to 868 units this
year.

Earnings the first quarter of this fiscal year were affected by the low sales
volume in September. An additional factor contributing was reduced margins on
Motorcraft branded parts. Due to a Ford Motor Company directive, we will be
ceasing distribution of Motorcraft branded service parts during the second
quarter of this fiscal year. In anticipation of this, prices were reduced to
begin selling down the inventory.

Accounts receivable were lower at the end of the first quarter of this fiscal
year due to lower sales volume sales volume at the end of this quarter than at
the end of the previous quarter. Inventories were reduced due to the sell-off of
excess core stock, and in anticipation of exiting the Motorcraft parts
distribution business. Lower accounts payable reflects the lower levels of
inventory.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                         NONE

ITEM 2.  CHANGES IN SECURITIES                                     NONE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                           NONE

ITEM 4.  SUBMISSION OF MATTERS TO A                                NONE
         VOTE OF SECURITY HOLDERS

ITEM 5.  OTHER INFORMATION                                         NONE


                                       10.

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                           NONE








                                       11.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
Undersigned thereunto duly authorized.

Date 12-19-01            /s/ Donald D. Heupel
     -----------         -------------------------------------------------------
                         Donald D. Heupel, President and Chief Financial Officer



                                       12.