**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





**ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





**FOR
      FISCAL YEAR ENDED DECEMBER 31, 2006.**





000-138975


*Commission
      File Number*





**UNIVERSAL
      TRACKING SOLUTIONS, INC.**


(Name
      of
      small business issuer in its charter)





Nevada
            20-5249860(State
                or other jurisdiction of incorporation)
            (IRS
                Employer Identification No.)





3317
      South Higley Road


Suite
      114-475


Gilbert,
      AZ 85297


(877)
      279-8877


(Address
      and telephone number of principal executive offices)





Securities
      registered under Section 12(b) of the Exchange Act: None.





Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, par value
      $0.0001





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act, during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. [X].





The
      registrant's revenues for the year ended December 31, 2006 were $204,516.





The
      aggregate market value of the voting and nonvoting common equity held by
      non-affiliates of the Registrant, computed by reference to the price of such
      common equity as referenced in Form SB-2 filed with the SEC, of $0.20 per share
      as of December 31, 2006 was $752,500.





As
      of
      April 13, 2007, the registrant had 10,542,500 shares of common stock, par value
      $0.0001 per share, outstanding.


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          -
          1





**UNIVERSAL
      TRACKING, INC.**


**FORM
      10-KSB REPORT INDEX**





**Title**
            **Page
                No.**Part
                IItem
                1. Description of Business
            3Item
                2. Description of Property
            7Item
                3. Legal Proceedings
            7Item
                4. Submission of Matters to a Vote of Securities Holders
            7Part
                II.Item
                5. Market for Common Equity and Related Stockholder Matters
            8Item
                6. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            8Item
                7. Financial Statements
            8Item
                8. Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosures
            18Item
                8A. Controls and Procedures
            18Part
                III.Item
                9. Directors, Executive Officers, Promoters, Control Persons and
                Corporate
                Governance; Compliance with Section 16(a) of the Exchange Act
            18Item
                10.Executive Compensation
            29Item
                11. Security Ownership of Certain Beneficial Owners and Management
            19Item
                12. Certain Relationships and Related Transactions, and Director
                Independence
            19Item
                13. Exhibits
            19Item
                14. Principal Accountant Fees and Services
            20Signatures
            20Index
                to Exhibits
            21





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          -
          2


**PART
      I**





*Forward
      Looking Statements* *.
      Certain of the statements included in this annual report on Form 10-KSB,
      including those regarding future financial performance or results or that are
      not historical facts, are “forward-looking” statements as that term is defined
      in Section 21E of the Securities Exchange Act of 1934, as amended, and
      Section 27A of the Securities Act of 1933, as amended. The words “expect,”
“plan,” “believe,” “anticipate,” “project,” “estimate,” and similar expressions
      are intended to identify forward-looking statement. Universal Tracking
      Solutions, Inc. (referred to herein, with its predecessors and subsidiaries,
      as
“UTS”, “we”, “us”, and “our”) cautions readers that these statements are not
      guarantees of future performance or events and such statements involve risks
      and
      uncertainties that may cause actual results and outcomes to differ materially
      from those indicated in forward-looking statements.*





*Factors
      that could cause actual results to differ materially from those indicated in
      the
      forward-looking statements are discussed under the caption “Risk Factors”.
      Readers are cautioned not to place undue reliance on these forward-looking
      statements which speak only as of the date hereof. We undertake no duty to
      update these forward-looking statements. Readers are urged to carefully review
      and consider the various disclosures made by us which attempt to advise
      interested parties of the additional factors which may affect our business,
      including the disclosures made under the caption “Management’s Discussion and
      Analysis of Financial Condition and Results of Operations” in this
      report.*




**Item 1.
      Description of Business**





*The
      Company*





UTS
      was
      incorporated pursuant to the laws of the State of Nevada in July, 2006. UTS
      is a
      provider of gps tracking solutions. UTS specialize in fleet management, law
      enforcement, and finance applications as well as the motorcycle and auto
      industries. We currently focus on the mid-level fleet tracking space in the
      United States, Mexico and Canada. This is a market that is estimated to
      experience explosive high level growth and has been largely ignored by the
      business sector.





UTS
      technology provides real-time information of an asset or mobile resource’s
      location, speed, direction and/or heading. UTS combines GPS technology, wireless
      communication and a proprietary web site to enhance control, and increase
      overall efficiency of mobile assets.





UTS
      provides an effective asset management solutions to a variety of organizations.
      UTS technology provides real-time information of a mobile resource’s location,
      speed, heading, and much more. UTS combines GPS technology, wireless
      communication and a state of the art web site to enhanced control, and increase
      overall efficiency of mobile assets.





UTS
      has
      built a software platform that can be customized to the target clients business
      needs. Our applications and code are written on an open interface so we can
      integrate with legacy systems worldwide. Key features of our GPS Tracking
      systems include:





·  Real-time
      location tracking


·  Historical
      location tracking


·  Alarm
      monitoring


·  Device
      configuration


·  System
      configuration





*Products
      and Services*





The
      physical product is a small black box, approximately 2.6”W x 3.5”L x 1.05”H. It
      operates by two modems inside the unit. The GPS modem captures the location,
      speed, heading while the memory in the box, captures runtime, start/stop and
      other types of data requested by the customer. The cellular modem then transmits
      all that data back to our server via GPRS or CDMA which is then accessible
      to
      the customer to view.





We
      currently offer two main products. First is a fleet tracking device that can
      perform all of the services that we offer. The second is a finance or dealership
      product that performs a limited number of functions. Generally, starter disable
      and GPS location when a vehicle needs to be recovered.





UTS
      provides customers with an installation guide and wiring harness. Once the
      unit
      is installed, customers use the product by going to our website,
      www.totallocate.com, and entering in a login and password that they select
      and
      their vehicles will all be accessible for tracking. In addition to tracking
      and
      monitoring a vehicle, customers can also control certain functions. For example,
      our services can include:





·
            GPS
                Location determined through the Internet·
            Lock
                and unlock doors


·
            Enable
                and disable starter·
            Low
                battery and oil level notification


·
            Speed
                and direction detection·
            Real
                time stolen vehicle location


·
            Alarm
                functions·
            Outside
                of boundary notification (Geofence)


·
            Start/Stop
                reports·
            Idle
                Alerts


·
            Engine
                Hour run time





The
      software support tools that we offer start with a Diagnostics application that
      the customer can run for any unit in their fleet. The support application will
      tell them if the unit is not receiving a strong GPRS or GPS signal, the power
      voltage is too low to properly power the unit and if their a malfunction of
      some
      type with the unit.





UTS
      also
      offers 24/7 online email and interactive software support tool that can be
      accessed by all of our customers, as well as a support staff on hand that can
      go
      to a customer’s site and troubleshoot problems if necessary.





*Typical
      Revenue Producing Transaction*





UTS
      sells
      GPS tracking units and provides on going services and support related to the
      units. Revues are generated from both the sale of the unit, as well as the
      on
      going maintenance and support the products. Approximately 70% of our sales
      are
      recurring in nature. Once a unit is sold, the customer pays a monthly monitoring
      fee to stay connected to their units, similar to a security monitoring or
      cellular phone fee. Our monthly plans range from $12 - $49.99 depending on
      the
      size of the fleet and the extent of the tracking servicesprovided.





We
      recognize revenue at the time that all services have been substantially
      completed.





*Strategic
      Relationships*





UTS
      has
      several distribution partners who are strategically focused on large scale
      applications. We are also working with master distributors to expand out point
      of presence in the marketplace. A copy of our distribution agreement is included
      in the exhibits. Partnering with companies who have experience selling into
      verticals such as finance, construction, fleet and automotive has been our
      focus
      as we move further toward creating a niche in the marketplace. UTS also has
      strategic relationships with a variety of vendors who supply various products
      and software support. This includes the manufacturing of our tracking units,
      mapping software, cellular coverage, etc.





Our
      distribution partners are assigned exclusive territories and are required to
      maintain a minimum number of unit sales, per quarter, in order to maintain
      exclusivity in their assigned territories. These relationships can be terminated
      upon the proper written notice, or due to failure to meet specific quarterly
      sales.





UTS
      currently has approximately 26 distributors nationwide to sell our product
      direct to customers. UTS also has an internal sales force, consisting of five
      employees, that sells directly to larger customers.





*The
      Market*




The
      market for GPS tracking technologies is large. While we currently target our
      products to the automotive segment of the GPS market, our products and services
      can be used to track any assets. Our tracking units can be used as an effective
      asset management solutions to a variety of organizations seeking to track
      assets.





Our
      customer base is spread throughout the United States. Our current focus is
      in
      the West and Southwest United States. We currently have over 650 units in
      service.




*Competition*





Several
      competitors or potential competitors are marketing or have announced the
      development of products, including those that are based on GPS technology.
      We
      also believe that makers of auto theft prevention devices and GPS devices can
      be
      viewed as competition. Several of the competitors and potential entrants into
      the vehicle tracking market have greater resources than we do. In addition,
      there can be no assurance that a competitor will not develop a system which
      would compete with or be superior to our systems.




We
      believe that we face competition from companies selling similar tracking
      products such as LoJack® and OnStar®, vehicle alarms and third party warranty
      and insurance products; not because the products are comparable to the products
      we offer, but because they are competing for available consumer funds in the
      automobile security and tracking products after-market.





Unlike
      other competitors in the market, UTS is web based and allows users to pinpoint
      location, speed, direction, as well as manage complex fleet solutions from
      any
      web based environment. Additionally, we offer a customized package of hardware
      and software services rather than are packaged solution.





*Employees
      and Strategic Advisors*





As
      of the
      date of this prospectus we have 5 full-time employees. UTS also utilizes both
      internal and independent sales forces, as well as a varying number of
      independent contractors. Our internal sales force consist of 5 sales
      people.





*Our
      Offices*





Our
      executive offices are located at 3317 S. Higley Rd., Suite 114-475, Gilbert,
      AZ
      85297. Out telephone number is 877-279-8877. Our executive offices are leased
      on
      a quarter-by-quarter basis. Payments are made in advance and there are no
      on-going lease obligations. The current lease rate is $1,200 per month.


Page
          -
          3


*Governmental
      Regulations*





We
      are
      not aware of any existing or probable governmental regulations which will have
      a
      material effect on our business.





*Seasonality*





We
      have
      not found our business to be seasonal in nature.





*Legal
      Proceedings*





We
      are
      not a party to any pending legal proceeding nor are any legal actions
      contemplated by us at this time.





*Risk
      Factors*





*If
      we
      are not able to generate sufficient funds from our operations and other
      financing sources, we may not be able to finance our
      operations.*





We
      have
      historically needed substantial amounts of cash to fund our working capital
      requirements. As a result we may have to seek debt and equity financing to
      meet
      our working capital requirements. Furthermore, we have incurred losses in the
      past that may affect our ability to obtain financing. In addition, financing
      may
      not be available to us in the future on acceptable terms or at all. In the
      event
      additional capital is not available, we may be forced to sell some of our assets
      on unfavorable terms or on an untimely basis.





*We
      Lost Money in 2006*





We
      have
      incurred net losses from operations in 2006. Our net loss for the fiscal year
      ended December 31, 2006 was $211,585 and as of December 31, 2006 had an
      accumulated deficit of $211,585. While we expect to become profitable in 2007,
      we can not guarantee profitability. We expect our operating expenses to continue
      to increase as we attempt to build our brand, expand our customer base and
      make
      acquisitions. While we expect to be profitable in 2007, to become profitable,
      we
      must increase revenue substantially and achieve and maintain positive gross
      margins. We may not be able to increase revenue and gross margins sufficiently
      to achieve profitability.





*We
      Require Additional Capital to Fund Our Current Operations and to Make
      Acquisitions. We May Have to Curtail Our Business if we Cannot Find Adequate
      Funding*





The
      expansion and development of our business will require significant additional
      capital, which we may be unable to obtain on suitable terms, or at all. We
      currently have no legally binding commitments with any third parties to obtain
      any material amount of additional equity or debt financing. If we are unable
      to
      obtain adequate funding on suitable terms, or at all, we may have to delay,
      reduce or eliminate some or all of our advertising, marketing, acquisition
      activity, general operations or any other initiatives.





*Our
      Principal Stockholders, Officers and Directors Own a Controlling Interest in
      Our
      Voting Stock and Investors Will Not Have Voice in Our
      Management*





Our
      officers, directors and stockholders with greater than 5% holdings will, in
      the
      aggregate, beneficially own approximately 30% of our outstanding common stock.
      As a result, these stockholders, acting together, will have the ability to
      control substantially all matters submitted to our stockholders for approval,
      including:





·
            election
                of our board of directors;


·
            removal
                of any of our directors;


·
            amendment
                of our certificate of incorporation or bylaws;
                and


·
            adoption
                of measures that could delay or prevent a change in control or impede
                a
                merger, takeover or other business combination involving
                us.





As
      a
      result of their ownership and positions, our directors and executive officers
      collectively are able to influence all matters requiring stockholder approval,
      including the election of directors and approval of significant corporate
      transactions. In addition, sales of significant amounts of shares held by our
      directors and executive officers, or the prospect of these sales, could
      adversely affect the market price of our common stock. Management's stock
      ownership may discourage a potential acquirer from making a tender offer or
      otherwise attempting to obtain control of us, which in turn could reduce our
      stock price or prevent our stockholders from realizing a premium over our stock
      price.





*The
      Application of the “Penny Stock Regulation” Could Harm the Market Price of Our
      Common Stock*





Our
      securities may be deemed a penny stock. Penny stocks generally are equity
      securities with a price of less than $5.00 per share other than securities
      registered on certain national securities exchanges or quoted on the NASDAQ
      Stock Market, provided that current price and volume information with respect
      to
      transactions in such securities is provided by the exchange or system. Our
      securities may be subject to "penny stock rules" that impose additional sales
      practice requirements on broker−dealers who sell such securities to persons
      other than established customers and accredited investors (generally those
      with
      assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
      together with their spouse). For transactions covered by these rules, the
      broker−dealer must make a special suitability determination for the purchase of
      such securities and have received the purchaser's written consent to the
      transaction prior to the purchase. Additionally, for any transaction involving
      a
      penny stock, unless exempt, the "penny stock rules" require the delivery, prior
      to the transaction, of a disclosure schedule prescribed by the Commission
      relating to the penny stock market. The broker−dealer also must disclose the
      commissions payable to both the broker−dealer and the registered representative
      and current quotations for the securities. Finally, monthly statements must
      be
      sent disclosing recent price information on the limited market in penny stocks.
      Consequently, the "penny stock rules" may restrict the ability of broker−dealers
      to sell our securities and may have the effect of reducing the level of trading
      activity and price of our common stock in the secondary market.





*Because
      we do not intend to pay any cash dividends on our common stock, our Shareholders
      will not be able to receive a return on their shares unless they sell
      them.*





We
      intend
      to retain any future earnings to finance the development and expansion of our
      business. We do not anticipate paying any cash dividends on our Common Stock
      in
      the foreseeable future. Unless we pay dividends, our Shareholders will not
      be
      able to receive a return on their shares unless they sell them. There is no
      assurance that Shareholders will be able to sell shares when desired or that
      when they chose to do so, that they will receive a return on their investment
      in
      the Common Stock.





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          -
          4


*As
      a
      public company, our administrative costs will be significantly higher than
      they
      are now, which will make it more difficult for us to be profitable and cash
      flow
      positive. Difficulties in complying with the Sarbanes-Oxley Act and other legal
      and accounting requirements applicable to public companies could affect our
      market value.*




As
      a
      public company, we incur significant legal, accounting and other expenses that
      we did not incur as a private company. In addition, the Sarbanes-Oxley Act
      of
      2002, as well as new rules subsequently implemented by the Commission, have
      imposed various new requirements on public companies, including requiring
      changes in corporate governance practices. Our management and other personnel
      will need to devote a substantial amount of time to these compliance
      requirements. Moreover, these rules and regulations will increase our legal
      and
      financial compliance costs and will make some activities more time-consuming
      and
      costly. Expenses as a result of our being a public company include additional
      amounts for legal and accounting services, transfer agent fees, additional
      insurance costs, printing and filing fees and fees for investor and public
      relations.





*We
      may, in the future, issue additional common shares, which would reduce
      investors' percent of ownership and may dilute our share
      value.*





Our
      corporate charter authorizes the issuance of 100,000,000 shares of Common Stock.
      The future issuance of Common Stock may result in substantial dilution in the
      percentage of our Common Stock held by our then existing shareholders. We may
      value any Common Stock issued in the future on an arbitrary basis. The issuance
      of Common Stock for future services or acquisitions or other corporate actions
      may have the effect of diluting the value of the shares held by our investors,
      and might have an adverse effect on any trading market for our Common
      Stock.





*We
      Compete With Numerous Larger Competitors, Many Of Which Are Better Financed
      And
      Have A Stronger Presence In The Industry Than Ourselves.*





We
      were
      established in July, 2006. There can be no assurance that we will ever achieve
      significant revenues or any profitability. The revenue and income potential
      of
      our proposed business and operations is unproven as the lack of operating
      history makes it difficult to evaluate the future prospects of our
      business.





As
      many
      of these firms have significantly stronger name recognition than ourselves,
      they
      are in a position to quickly attract clients which are in need of products
      and
      services thus adversely impacting our potential pool of clients. Our sales
      and
      marketing structure is not proprietary and it would not be difficult for a
      company to offer similar services. Further, entry into the marketplace by new
      competitors is relatively easy especially considering their existing presences
      and their greater resources for financing, advertising and marketing.





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          -
          5


*We
      Have A Limited Operating History And Have Losses Which We Expect To Continue
      In
      The Future. As A Result, We May Have To Suspend Or Cease Operations.*





We were
      incorporated in July, 2006. Thus, we have little operating history upon which
      an
      evaluation of our future success or failure can be made. We have generated
      minimal revenue since our inception. Our ability to achieve and maintain
      profitability and positive cash flow is dependent upon our ability to procure
      new business and generate revenues.





Based
      upon current plans, we expect to incur operating losses in future periods.
      This
      will happen because our minimum operating expenses continue to exceed our
      projected revenues. Our failure to generate sufficient revenues in the future
      may cause us to suspend or cease operations.





*We
      Have Key Employees And As A Result We Are Dependent On Their Services And A
      Loss
      Of These Key Employees Could Have A Material Adverse Effect Upon Us.*





We
      have
      key employees that are an integral part of our business. There can be no
      assurance that these employees will remain with us. In the event that we were
      to
      lose any of these employees, there can be no assurances that we would be able
      to
      retain qualified staff. Further, we do not maintain any key man life insurance
      policies on our officers and/or directors. Therefore, the loss of the service
      of
      either of our employees could have a material adverse effect upon
      us.





*There
      is no current trading market for our securities and if a trading market does
      not
      develop, purchasers of our securities may have difficulty selling their
      shares.*





There
      is
      currently no established public trading market for our securities and an active
      trading market in our securities may not develop or, if developed, may not
      be
      sustained. We intend to apply for admission to quotation of our securities
      on
      the NASD OTC Bulletin Board after this prospectus is declared effective by
      the
      SEC. If for any reason our common stock is not quoted on the OTC Bulletin Board
      or a public trading market does not otherwise develop, purchasers of the shares
      may have difficulty selling their common stock should they desire to do so.
      No
      market makers have committed to becoming market makers for our common stock
      and
      none may do so.





*We
      Make Estimates Of Our Future In Forward-looking Statements.*





The
      statements contained in this prospectus that are not historical fact are
      "forward-looking statements," which can be identified by the use of
      forward-looking terminology such as "believes," "expects," "may," "should,"
      or
      "anticipates," the negatives thereof or other variations thereon or comparable
      terminology, and include statements as to the intent, belief or current our
      expectations with respect to the future operations, performance or position.
      These forward-looking statements are predictions. We cannot assure you that
      the
      future results indicated, whether expressed or implied, will be achieved. While
      sometimes presented with numerical specificity, these forward-looking statements
      are based upon a variety of assumptions relating to our business, which,
      although currently considered reasonable by us, may not be realized. Because
      of
      the number and range of the assumptions underlying our forward-looking
      statements, many of which are subject to significant uncertainties and
      contingencies beyond our reasonable control, some of the assumptions inevitably
      will not materialize and unanticipated events and circumstances may occur
      subsequent to the date of this prospectus. These forward-looking statements
      are
      based on current information and expectation, and we assume no obligation to
      update them at any stage. Therefore, our actual experience and results achieved
      during the period covered by any particular forward-looking statement may differ
      substantially from those anticipated. Consequently, the inclusion of
      forward-looking statements should not be regarded as a representation by us
      or
      any other person that these estimates will be realized, and actual results
      may
      vary materially. We can not assure that any of these expectations will be
      realized or that any of the forward-looking statements contained herein will
      prove to be accurate.





*Our
      growth depends in part on the development, production and market acceptance
      of
      new products which we cannot assure will happen successfully.*





To
      maintain competitiveness in our industry we must support and enhance our
      existing products and develop new products in response to market demands.
      Product development involves a high degree of risk and uncertainty due to
      unforeseen difficulties and costs. We may not be successful in developing,
      marketing and releasing new products that we believe are necessary to respond
      to
      technological developments, evolving industry standards or changing customer
      requirements. In addition, our new product enhancements may not adequately
      meet
      the requirements of the marketplace and may not achieve the broad market
      acceptance necessary to generate significant revenues. If the release date
      of
      any future products or enhancements is delayed, or if these products or
      enhancements fail to achieve market acceptance when released, our revenues
      may
      decrease, we may not be able to recover our costs and our competitive position
      may be harmed.


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          -
          6


*Economic
      downturns could reduce the level of consumer spending within the automobile
      industry, which could adversely affect demand for our products and services.*





Consumer
      spending in the automobile industry is often discretionary and may decline
      during economic downturns, when consumers have less disposable income. Our
      primary focus for domestic growth involves increasing our sales through existing
      automobile dealer channels and markets. Consequently, any change in general
      economic conditions resulting in a significant decrease in dealer automobile
      sales could adversely impact our future revenues and earnings.




*If
      a
      court determines that our technology infringes on third parties’ intellectual
      property, we will likely face significant costs and we may lose our rights
      to
      the technology, which would harm our business.*





We
      may be
      subject to infringement claims as the number of products and competitors in
      our
      industry grows. It is possible that we will inadvertently violate the
      intellectual property rights of other parties and those third parties may choose
      to assert infringement claims against us. If we are unsuccessful in any
      litigation based on a claim of infringement, in addition to exposure to
      substantial damages, we could be required to expend considerable resources
      to
      modify our products, to develop non-infringing technology or to obtain licenses
      to permit our continued use of the technology that is the subject matter of
      the
      litigation. If we are unsuccessful at these endeavors we may be enjoined from
      using the technology subject to the infringement claim which, depending on
      its
      importance to our product line and business, could cause us to incur substantial
      liabilities and could adversely affect our profits, perhaps significantly.
      In
      addition, any future litigation to defend ourselves against allegations that
      we
      have infringed the rights of others could result in substantial costs to us,
      impede the development and sale of the affected product or intellectual property
      and divert the efforts of our technical and management personnel, even if we
      ultimately prevail.




*We
      depend on a limited number of third parties to manufacture and supply
      infrastructure components for our principal products. If our suppliers cannot
      provide the components or services we require, our ability to market and sell
      our products could be harmed.*





Currently
      we rely on suppliers to manufacture our products. If our suppliers fails to
      supply these components in a timely manner that meet our quantity, quality
      or
      cost requirements, or technical specifications, we cannot be assured that we
      will be able to access alternative sources of these components within a
      reasonable period of time or at commercially reasonable rates. A reduction
      or
      interruption in supply of products that we purchase from our suppliers, or
      a
      significant increase in the price of these units, could have a material adverse
      effect on our marketing and sales initiatives regarding our products, which
      would hurt our business objectives and financial results.





**Item 2.
      Description of Property**





Our
      executive offices are located at 3317 S. Higley Rd., Suite 114-475, Gilbert,
      AZ
      85297. Out telephone number is 877-279-8877. Our executive offices are leased
      on
      a quarter-by-quarter basis. Payments are made in advance and there are no
      on-going lease obligations. The current lease rate is $1,200 per month.





**Item 3.
      Legal Proceedings**





We
      are a
      party to litigation that is incidental to our business and neither we nor any
      of
      our property is subject to any material pending legal proceedings.





**Item
      4. Submission of Matters to a Vote of Securities Holders**





None


Page
          -
          7





**PART
      II**





**Item 5.
      Market for Common Equity and Related Stockholder Matters****Market
      Price for Common Stock**





There
      is
      currently no established public trading market for our securities and an active
      trading market in our securities may not develop or, if developed, may not
      be
      sustained. We intend to apply for admission to quotation of our securities
      on
      the NASD OTC Bulletin Board after this prospectus is declared effective by
      the
      SEC. No market makers have committed to becoming market makers for our common
      stock and none may do so.





*Dividend
      Policy*





We
      have
      not declared or paid any dividends on our common stock since our incorporation.
      We currently intend to retain earnings for our capital needs and expansion
      of
      our business and do not anticipate paying cash dividends on the common stock
      in
      the foreseeable future. We expect that any loan agreements we enter into in
      the
      future will likely contain restrictions on the payment of dividends on our
      common stock. Future policy with respect to dividends will be determined by
      our
      Board of Directors based upon our earnings and financial condition, capital
      requirements and other considerations.





*Recent
      Sales of Unregistered Securities*





On
      July
      19, 2006, the Board of Directors approved the issuance of 7,500,000 restricted
      shares of the Company’s $.0001 par value common stock for $750 of services. The
      stock was issued, at inception, at par value for services provided in relation
      to the initial incorporation and set up of the organization. These services
      had
      a value of $750.





On
      August
      1, 2006, the Board of Directors approved the issuance of 2,000,000 restricted
      shares of the Company’s $.0001 par value common stock, and 2,000,000 warrants to
      purchase 2,000,000 additional shares of the Company’s common stock for $.20 per
      share, for a total investment of $150,000.





On
      September 30, 2006, the Board of Directors approved the issuance of 1,042,500
      restricted shares of the Company’s $.0001 par value common stock for a total
      investment of $208,500.





*Purchases
      of Equity Securities*





We
      made
      no purchases of our common stock.





*Equity
      Compensation Plan Information*





We
      currently have no Stock Incentive Plan.





**Item 6.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations**





The
      following is a review of certain aspects of our financial condition and results
      of operations and should be read in conjunction with the Notes to Consolidated
      Financial Statements in Item 7 and Description of Business in Item 1.





UTS
      was
      incorporated pursuant to the laws of the State of Nevada in July, 2006. UTS
      is a
      provider of gps tracking solutions. UTS specialize in fleet management, law
      enforcement, and finance applications as well as the motorcycle and auto
      industries. We currently focus on the mid-level fleet tracking space in the
      United States, Mexico and Canada. This is a market that is estimated to
      experience explosive high level growth and has been largely ignored by the
      business sector.





UTS
      technology provides real-time information of an asset or mobile resource’s
      location, speed, direction and/or heading. UTS combines GPS technology, wireless
      communication and a proprietary web site to enhance control, and increase
      overall efficiency of mobile assets.





UTS
      provides an effective asset management solutions to a variety of organizations.
      UTS technology provides real-time information of a mobile resource’s location,
      speed, heading, and much more. UTS combines GPS technology, wireless
      communication and a state of the art web site to enhanced control, and increase
      overall efficiency of mobile assets.





UTS
      has
      built a software platform that can be customized to the target clients business
      needs. Our applications and code are written on an open interface so we can
      integrate with legacy systems worldwide. Key features of our GPS Tracking
      systems include:





·  Real-time
      location tracking


·  Historical
      location tracking


·  Alarm
      monitoring


·  Device
      configuration


·  System
      configuration





The
      physical product is a small black box, approximately 2.6”W x 3.5”L x 1.05”H. It
      operates by two modems inside the unit. The GPS modem captures the location,
      speed, heading while the memory in the box, captures runtime, start/stop and
      other types of data requested by the customer. The cellular modem then transmits
      all that data back to our server via GPRS or CDMA which is then accessible
      to
      the customer to view.





We
      currently offer two main products. First is a fleet tracking device that can
      perform all of the services that we offer. The second is a finance or dealership
      product that performs a limited number of functions. Generally, starter disable
      and GPS location when a vehicle needs to be recovered.





UTS
      provides customers with an installation guide and wiring harness. Once the
      unit
      is installed, customers use the product by going to our website,
      www.totallocate.com, and entering in a login and password that they select
      and
      their vehicles will all be accessible for tracking. In addition to tracking
      and
      monitoring a vehicle, customers can also control certain functions. For example,
      our services can include:





·
            GPS
                Location determined through the Internet·
            Lock
                and unlock doors


·
            Enable
                and disable starter·
            Low
                battery and oil level notification


·
            Speed
                and direction detection·
            Real
                time stolen vehicle location


·
            Alarm
                functions·
            Outside
                of boundary notification (Geofence)


·
            Start/Stop
                reports·
            Idle
                Alerts


·
            Engine
                Hour run time





The
      software support tools that we offer start with a Diagnostics application that
      the customer can run for any unit in their fleet. The support application will
      tell them if the unit is not receiving a strong GPRS or GPS signal, the power
      voltage is too low to properly power the unit and if their a malfunction of
      some
      type with the unit.





UTS
      also
      offers 24/7 online email and interactive software support tool that can be
      accessed by all of our customers, as well as a support staff on hand that can
      go
      to a customer’s site and troubleshoot problems if necessary.





*Liquidity
      and Capital Resources*





We
      ended
      2006 with working capital of approximately $147,151. We commenced operations
      in
      2006 and no operation in 2005.





*Results
      of Operations 2006 to 2005*





We
      recognize revenues at the time that all services have been substantially
      completed or products have been delivered.





Revenue
      for the year ended December 31, 2006 was $204,516. We were organized on July
      19,
      2006, thus the period ended December 31, 2006 was not a full year of operations.
      The increase in Sales is attributable to the start of our marketing efforts.
      We
      expect sales to continue as our marketing efforts our increased. There are
      no
      previous years to compare as we began operations in July, 2006.





Our
      operating expenses were $213,444 in 2006. This is attributable to our sales
      and
      marketing efforts.




Other
      income was $42 in 2006. This is attributable to interest income.





As
      a
      result of the above, the net loss for the year ended December 31, 2006 was
      $211,585 or $0.02 per share. This loss is attributable to the building of our
      infrastructure and increased marketing efforts. While we may continue to
      experience losses in the short term, we believe our profitability will increase
      as our marketing efforts generate increased sales.





Please
      refer to our financial statements, beginning on Page F-1, for additional details
      pertaining to our first quarter of operations.




*Critical
      Accounting Policies*





Our
      financial statements are prepared in accordance with accounting principles
      generally accepted in the United States of America, which require management
      to
      make estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements, the disclosure of
      contingent assets and liabilities, and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from those
      estimates. The critical accounting policies that affect our more significant
      estimates and assumptions used in the preparation of our financial statements
      are reviewed and any required adjustments are recorded on a monthly
      basis.





Please
      refer to our financial statements, beginning on Page F-1 of this prospectus,
      for
      specific accounting policies pertaining to our operations.





**Item 7.
      Financial Statements**





**Page(s)**Independent
                Auditors’ Report
            F-1Financial
                Statements:Balance
                Sheet as of December 31, 2006
            F-2Statement
                of Operations for the Year Ended December 31, 2006
            F-3Statement
                of Shareholders’ Equity for the Year Ended December 31,
                2006
            F-4Statement
                of Cash Flows for the Year Ended December 31, 2006
            F-5Notes
                to Financial Statements
            F-6


Page
          -
          8









**INDEPENDENT
      AUDITORS' REPORT**








Independent
      Auditor’s Report








To
      the
      Board of Directors of


Universal
      Tracking Solutions, Inc.


Gilbert,
      AZ








We
      have
      audited the accompanying balance sheet of Universal Tracking Solutions, Inc.
      as
      of December 31, 2006, and the related statements of operations, stockholders
      equity, and cash flows for the year ended December 31, 2006. 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 audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States of America). These 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
      audit provides a reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above, including the balance
      sheet
      as of December 31, 2006, and the related statements of operations, stockholders
      equity, and cash flows for the year ended December 31, 2006, presents fairly,
      in
      all material respects, the financial position of Universal Tracking Solutions,
      Inc. as of December 31, 2006 in conformity with accounting principles generally
      accepted in the United States of America.





Robert
      L.
      White & Associates, Inc.














*/s/
      Robert L White & Assoicates, Inc.*


Robert
      L.
      White & Associates, Inc.


March
      29,
      2007


Cincinnati,
      OH











Page
          F-1



















**Universal
      Tracking Solutions, Inc.**


**Balance
      Sheet**


**December
      31, 2006**





**ASSETS**Current
                Assets:Cash
            $31,000Accounts
                receivable
            45,423Inventory
            42,088Note
                Receivable
            20,000Other
                Current Assets
            39,900Total
                Current Assets
            178,411Fixed
                Assets, Net
            1,194**Total
                Assets**
            179,605**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                Liabilities:Accounts
                payable
            31,026Accrued
                liabilities
            234Total
                Current Liabilities
            31,260Stockholders'
                Equity:Common
                stock at $0.0001 par value; authorized 100,000,000 shares; 10,542,500
                shares issued and outstanding
            1,054Additional
                paid-in capital
            358,886Accumulated
                deficit
            (211,585)Stockholders’
                Equity
            148,345**Total
                Liabilities and Stockholders' Equity**
            $179,605








See
      accompanying notes








Page
          F-2








**Universal
      Tracking Solutions, Inc.**


**Statement
      of Operation**


**For
      the Year Ended December 31, 2006**





**2006**Revenue
            $204,516Cost
                of Revenue
            202,699Gross
                Profit
            1,817Operating
                Expenses
            213,444Operating
                Income (Loss)
            (211,627)Other
                Income (Expense)
            42Net
                Income (Loss)
            $(211,585)Basic
                and diluted loss per share
            $(0.02)Weighted
                average number of common shares outstanding
            9,756,954








See
      accompanying notes








Page
          F-3








**Universal
      Tracking Solutions, Inc.**


**Statement
      of Changes in Stockholders’ Equity**


**For
      the Year Ended December 31, 2006**





**Common
                Stock****Shares**
            **Amount**
            **Paid-in
                Capital**
            **Accumulated
                Deficit**
            **Total****Balance,
                July 19, 2006**
            -
            $-
            $-
            $-
            $-Issuance
                of common stock for service
            7,500,000
            750
            -
            -
            750Issuance
                of common stock for cash
            2,000,000
            200
            149,800
            -
            150,000Issuance
                of common stock for cash
            1,042,500
            104
            208,406
            -
            208,500Donated
                Inventory
            -
            -
            680
            -
            680Net
                loss
            -
            -
            -
            (211,585)
            (211,585)**Balance,
                September 30, 2006**
            10,542,500
            1,054
            358,876
            (211,585)
            148,345








See
      accompanying notes








Page
          F-4





**Universal
      Tracking Solutions, Inc.**


**Statement
      of Cash Flows**


**For
      the Year Ended December 31, 2006**





**2006****Cash
                Flows From Operating Activities**Net
                loss
            $(211,585)Adjustments
                to reconcile net loss to net cash flows from operating
                activities:Stock
                based compensation
            750Changes
                in operating assets and liabilities:Accounts
                Receivable
            (45,423)Inventory
            (42,088)Note
                Receivable
            (20,000)Prepaid
                Expenses
            (39,900)Accounts
                Payable
            31,026Accrued
                Liabilities
            234Total
                adjustments
            (115,401)Net
                cash flows from operating activities
            (326,986)**Cash
                Flows From Investing Activities**Purchases
                of property and equipment
            (1,194)Net
                cash flows from investing activities
            (1,194)**Cash
                Flows From Financing Activities**Donated
                Inventory
            680Proceeds
                from sale of common stock
            358,500Net
                cash provided by financing activities
            359,180**Net
                Change in Cash**
            31,000**Cash,
                Beginning of the Period**
            0**Cash,
                End of the Period**
            $31,000








See
      accompanying notes








Page
          F-5


**Universal
      Tracking Solutions, Inc.**


**Notes
      to Financial Statements**





**Note
      A - Nature of Operations and Basis of Presentation**





Nature
      of Operations





Universal
      Tracking Solutions, Inc. was incorporated on July 11, 2006 in the state of
      Nevada (“UTS”, or the “Company”). UTS is an application based solutions provider
      of telemetry tracking systems. UTS specialize in fleet management, law
      enforcement, and finance applications as well as the motorcycle and auto
      industries.





Basis
      of Presentation





Use
      of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





Revenue
      Recognition





Product
      and service revenue and the related labor costs and payroll are recorded in
      the
      period in which services are performed or products are delivered. All revenues
      are accounted for once they are earned. Units Sales are reported upon delivery
      of the product and the month maintenance fees are recognized when service is
      provided. Customers typically pay for monitoring services on a monthly
      basis.





Accounts
      Receivable





UTS’
      trade accounts receivable result from the sale of its products and services,
      and
      consist of private and public companies. UTS uses the allowance method to
      account for uncollectible accounts. Bad debt expense for the year ended December
      31, 2006 was $0.





Concentration
      of Credit Risk





Financial
      instruments, which potentially expose UTS to concentrations of credit risk
      consist principally of trade accounts receivable.





UTS’
      trade accounts receivable result from the sale of its products and services
      to
      customers, and customers consist of public and private companies. In order
      to
      minimize the risk of loss from these companies, credit limits, ongoing credit
      evaluation of its customers, and account monitoring procedures are utilized.
      Collateral is not generally required. Management analyzes historical bad debt,
      customer concentrations, customer credit-worthiness, current economic trends,
      and changes in customer payment tendencies, when evaluating the allowance for
      doubtful accounts. UTS had no customers who accounted for 10% or more of gross
      accounts receivable or 10% or more of the net sales for the year ended December
      31, 2006.




The
      Company is obligated to pay the salaries, wages, related benefit costs, and
      expenses. Accordingly, the Company's ability to collect amounts due from
      customers could be affected by economic fluctuations in its markets or these
      industries.





Financial
      Instruments





UTS
      estimates that the fair value of all financial instruments at December 31,
      2006
      do not differ materially from the aggregate carrying value of its financial
      instruments recorded in the accompanying balance sheets.








Page
          F-6





Property
      and Equipment





Property
      and equipment are recorded at historical cost and include expenditures, which
      substantially increase the useful lives of existing property and equipment.
      Maintenance and repairs are charged to operations when incurred.





Depreciation
      of property and equipment is computed primarily using the straight-line method
      based on estimated useful lives (furniture and fixtures, 6 to 7 years, office
      equipment 5 to 7 years, and computers and software, 3 to 5 years). Depreciation
      for income tax purposes is computed principally using the straight line method
      and estimated useful lives.





Advertising
      Cost





Advertising
      costs, except for costs associated with direct-response advertising, are charged
      to operations when incurred. The costs of direct-response advertising are
      capitalized and amortized over the period during which future benefits are
      expected to be received. UTS did not have direct-response advertising costs
      during the year ended December 31, 2006.





Accounting
      for Stock-based Compensation





UTS
      accounts for and reports its stock-based employee compensation arrangements
      using the intrinsic value method as prescribed in Accounting Principles Board
      Opinion No. 25, Accounting
      for Stock Issued to Employees ("APB
      No. 25"), Financial Accounting Standards Board Interpretation No. 44, Accounting
      for Certain Transactions Involving Stock Compensation ("FIN
      44"), and Statement of Financial Accounting Standards No. 148 Accounting
      for Stock-Based Compensation - Transition and Disclosure (“SFAS
      148”) .
      Accordingly, compensation costs for stock options and warrants are measured
      as
      the excess, if any, of the fair value of the stock at the date of grant, over
      the stock option exercise price. Value Consulting accounts for stock issued
      to
      non-employees in accordance with the provisions of Statement of Financial
      Accounting Standards No. 123, Accounting
      for Stock-Based Compensation ("SFAS
      No. 123") Under SFAS No. 123, stock option awards issued to non-employees are
      accounted for at their fair value on the date issued, where fair value is
      determined using the Black-Scholes option pricing method.




Income
      Taxes





UTS
      records its federal and state income tax liability in accordance with Statement
      of Financial Accounting Standards Statement No. 109 "Accounting for Income
      Taxes". Deferred taxes are provided for differences between the basis of assets
      and liabilities for financial statements and income tax purposes, using current
      tax rates. Deferred tax assets represent the expected benefits from net
      operating losses carried forward and general business credits that are available
      to offset future income taxes.





Loss
      Per Share





Net
      loss
      per share is computed based upon the weighted average number of outstanding
      shares of the Company’s common stock for each period presented.





Recent
      Accounting Pronouncements





In
      April
      2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative
      Instruments and Hedging Activities”. The statement amends and clarifies
      accounting and reporting for derivative instruments, including certain
      derivative instruments embedded in other contracts, and hedging activities.
      This
      statement is designed to improve financial reporting such that contracts with
      comparable characteristics are accounted for similarly. The statement is
      generally effective for contracts entered into or modified after June 30, 2003.
      The Company currently has no such financial instruments outstanding or under
      consideration and does not expect the adoption of this standard to effect the
      Company’s financial position or results of operations.





In
      May
      2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial
      Instruments with Characteristics of Both Liabilities and Equity” *.* This
      statement establishes standards for how an issuer classifies and measures
      certain financial instruments with characteristics of both liabilities and
      equity. This statement is effective for financial instruments entered into
      or
      modified after May 31, 2003, and is otherwise effective at the beginning of
      the
      first interim period beginning after June 15, 2003. The Company currently has
      no
      such financial instruments outstanding or under consideration and therefore
      adoption of this standard currently has no financial reporting
      implications.








Page
          F-7


In
      December 2003, the FASB issued FASB Interpretation No. 46, “Amended
      Consolidation of Variable Interest Entities” (“FIN No. 46”). This interpretation
      clarifies rules relating to consolidation where entities are controlled by
      means
      other than a majority voting interest and instances in which equity investors
      do
      not bear the residual economic risks. This interpretation is effective
      immediately for variable interest entities created after January 31, 2003 and,
      for interim periods beginning after December 15, 2003, for interests acquired
      prior to February 1, 2003. The Company does not currently have relationships
      with entities meeting the criteria set forth in FIN No. 46 and is not required
      to include any such entities in its financial statements pursuant to the
      provisions of FIN No. 46.





Effective
      as of December 31, 2004, the Company adopted the revised interpretation of
      Financial Accounting Standards Board (FASB) Interpretation No. 46 (FIN 46),
      “Consolidation of Variable Interest Entities,” (FIN 46-R). FIN 46-R requires
      that certain variable interest entities be consolidated by the primary
      beneficiary of the entity if the equity investors in the entity do not have
      the
      characteristics of a controlling financial interest or do not have sufficient
      equity at risk for the entity to finance its activities without additional
      subordinated financial support from other parties. The Company does not have
      any
      investments in entities it believes are variable interest entities for which
      the
      Company is the primary beneficiary.





In
      December 2004, FASB issued SFAS No. 123 (revised 2004) "Share Based Payment"
      (SFAS No. 123R), a revision to Statement No. 123, Accounting for Stock-Based
      Compensation which supersedes APB Opinion No. 25, Accounting for Stock Issued
      to
      Employees. The revised SFAS 123 eliminates the alternative to use Opinion 25's
      intrinsic value method of accounting and, instead, requires entities to
      recognize the cost of employee services received in exchange for awards of
      equity instruments based on the grant-date fair value of those awards.
      Furthermore, public entities are required to measure liabilities incurred to
      employees in share-based payment transactions at fair value as well as estimate
      the number of instruments for which the requisite service is expected to be
      rendered. Any incremental compensation cost for a modification of the terms
      or
      conditions of an award is measured by comparing the fair values before and
      after
      the modification. The Company has yet to determine the effect SFAS No. 123R
      may
      have on its financial statements, if any.




As
      per
      Note D, Issuance of Common Stock, stock was issued in return for services
      provided in the initial set up of the organization.




There
      are
      no differences between historical and pro-forma stock based compensation
      value.





**Note
      B - Income Taxes**





For
      income tax purposes UTS had $211,585 of net operating losses for the period
      ended December 31, 2006, which can be used to offset future federal and state
      taxable income. No income tax benefit has been recorded in the accompanying
      financial statements since the recoverability of such assets is not reasonably
      assured through known future revenue sources.





**Note
      C- Note Receivable**





On
      October 1, 2006, UTS entered into a short-term, month to month loan with a
      shareholder for $20,000. As of December 31, 2006 the balance of the loan was
      $20,000.





**Note
      D - Cash Flow Supplemental Information**





Cash
      paid
      for interest during the period ended December 31, 2006 amounted to
      $0.





During
      the year ended December 31, 2006, UTS issued 10,542,500 shares of restricted
      common stock, valued at $359,250, to various investors and service providers,
      including both of the Company’s officers and directors.





**Note
      E - Stockholders’ Equity**





Issuance
      of Common Stock





On
      July
      19, 2006, the Board of Directors approved the issuance of 7,500,000 restricted
      shares of the Company’s $.0001 par value common stock for $750 of services. The
      stock was issued, at inception, at par value for services provided in relation
      to the initial incorporation and set up of the organization. These services
      had
      a value of $750.





On
      August
      1, 2006, the Board of Directors approved the issuance of 2,000,000 restricted
      shares of the Company’s $.0001 par value common stock, and 2,000,000 warrants to
      purchase 2,000,000 additional shares of the Company’s common stock for $.20 per
      share, for a total investment of $150,000.


Page
          F-8


On
      September 30, 2006, the Board of Directors approved the issuance of 1,042,500
      restricted shares of the Company’s $.0001 par value common stock for a total
      investment of $208,500.





Common
      Stock Warrants





As
      of
      September 30, 2006, there were 2,000,000 stock warrants outstanding which are
      due to expire on July 31, 2008. Each warrant has an exercise price of $.20
      per
      share. All stock warrants are exercisable.





**Note
      E - Commitments and Contingencies**





Operating
      Leases





UTS
      currently has no lease obligations. Our executive offices our located
      in Gilbert, AZ. Our executive offices are leased on a quarter-by-quarter
      basis. Payments are made in advance and there are no on-going lease obligations.
      The current lease rate is $1,200 per month.





Litigation





As
      of
      December 31, 2006, UTS did not have any outstanding legal issues outside of
      the
      ordinary course of business.





**Note
      F - Subsequent Events**





There
      are
      no subsequent events.





Page
          F-9





**Item 8.
      Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosures**





None.


**Item 8A.
      Controls and Procedures**





**Evaluation
      of Disclosure Controls and Procedures**





As
      of the
      end of the year covered by this report, we carried out an evaluation under
      the
      supervision and with the participation of our management, including our Chief
      Executive Officer and Principal Accounting and Financial Officer, of the
      effectiveness of the design and operation of our disclosure controls and
      procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
      Act. Based upon this evaluation, as of December 31, 2006, the Chief
      Executive Officer and Principal Accounting and Financial Officer concluded
      that
      our disclosure controls and procedures were effective to ensure that information
      required to be disclosed by us in reports that we file or submit under the
      Exchange Act, are recorded, processed, summarized and reported within the time
      periods specified in the SEC’s rules and forms and that such information is
      accumulated and communicated to our management, including the Chief Executive
      Officer and Principal Accounting and Financial Officer, as appropriate to allow
      timely decisions regarding required disclosure.





**Changes
      in Internal Controls over Financial Reporting**





There
      have been no changes made in our internal control over financial reporting
      that
      materially affected, or is reasonably likely to materially affect, the internal
      control over financial reporting, during the period covered by this
      report.





**PART
      III**





**Item
      9** **Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance with Section 16(a) of the Exchange Act**





Additional
      information required by this Item 9 concerning directors and executive officers
      of the Company appears under the heading “Executive Officers of the Registrant”
in this report.


Presently,
      UTS has a total of four officers and directors. The following table identifies,
      as of April 13, 2007, each executive officer and director of the
      Company.





**Name**
            **Age**
            **Position**Keith
                A. Tench
            36
            Chairman
                and CEOTerrell
                J. Horne
            26
            CFODon
                E. Quarterman, Jr.
            38
            DirectorDaniel
                Seifer
            31
            Director





**Background
      of Executive Officers, Directors and Significant Employees**





**Keith
      A. Tench -** Mr.
      Tench
      has been Chairman and CEO of UTS since inception. Mr. Tench is responsible
      for
      the growth and development of Universal Tracking Solutions. Prior to UTS, Mr.
      Tench spent the past five years working as President of a publicly traded GPS
      company and as a Global Account Executive at AT&T Wireless, where he was
      responsible for the advancement of Hewlett-Packard, Compaq Computers and Agilent
      Technologies. Mr. Tench coordinated a national team of over 80 representatives
      that provided sales implementations with remote national locations. His
      experience, and knowledge, of the industry is a valuable attribute. Mr. Tench
      was also Mr. Tench graduated from Sonoma State University with a BA in
      Communication and Information Studies.





**Terrell
      J. Horne -** Mr.
      Horne
      has been CFO since inceptions. He **is** responsible
      for the profitability and financial accuracy of Universal Tracking Solutions.
      He
      assists in the audits as well as driving costs out of the business by continuing
      to focus on every expense. Mr. Horne brings experience in accounting and finance
      with both GPS and start-up companies. Moreover, his depth of knowledge of going
      through public offerings with former companies will be an added value to
      UTS.





**Don
      E. Quarterman, Jr. -** Mr.
      Quarterman joined UTS, as a Board Member, at its inception. Mr. Quarterman
      brings with him over 12 years of financial and consulting experience in venture
      capital, mergers and acquisitions, and strategic consulting. Mr. Quarterman
      is a
      Managing Partner and co-founder of PCS Venture Partners, LLC, a business
      consulting firm that invests in and works with emerging growth companies. From
      1997 to 2000, Mr. Quarterman was Director of Operations for Catalyst Ventures,
      an Investment Banking firm located in Tampa, Florida. From 1993 to 1997, Mr.
      Quarterman was a Vice President at Geneva Corporate Finance, one of the largest
      middle-market merger and acquisition firms in the United States. Mr. Quarterman
      earned an MBA degree, with a concentration in Finance and Entrepreneurship,
      from
      the University of South Florida.





**Daniel
      Seifer -** Mr.
      Seifer joined UTS as a Director at its inception. Mr. Seifer has spent the
      last
      12 years working in the public markets as an independent consultant. His
      experience includes investor relations, consulting, raising capital, mergers
      and
      acquisitions, and public relations. Mr. Seifer graduated from Michigan State
      with a degree in Engineering and a Business Minor.





**Item 10.
      Executive Compensation**





*Executive
      Compensation*





The
      following Summary Compensation Table sets forth certain information regarding
      the compensation of our officers as of December 31, 2006.





**Summary
      Compensation Table**




**Annual
                Compensation**
            **Long-Term
                Compensation Awards****Name
                and Principal Position**
            **Year**
            **Salary
                (1)**
            **Bonus**
            **Securities
                Underlying Options**
            **All
                Other Compensation (2)**Keith
                A. Tench
            2006
            $50,000
            $-
            -
            $120Terrell
                J. Horne
            2006
            $47,000
            $-
            -
            $78





(1)
      The
      salary listed reflects the annual compensation for each officer.


(2)
      7,500,000 shares of common stock were issued, as compensation, at the Company’s
      inception. These shares were issued, at par value, for services rendered at
      an
      estimated total value of $750. Of this, 3,500,000 were issued to management
      and
      employees. Mr Tench and Mr. Horne received a total of 1,980,000 shares for
      services rendered totaling approximately $198 in total value.





*Option
      Grants During Last Fiscal Year*





No
      options, warrants or similar rights to purchase our Common Stock have been
      granted to any officers or directors.





*Employment
      Agreements*





There
      are
      no employment agreements to date.





*Compensation
      of Directors*





Our
      directors receive no compenation as members of our board. Our directors are
      reimbursed for travel and out-of-pocket expenses in connection with attendance
      at board meetings. The following table summarizes compensation that our
      directors earned during 2006 for services as members of our Board of Directors.


Page
          -
          18





**Item 11.
      Security Ownership of Certain Beneficial Owners and
      Management**





As
      of
      April 13, 2007, there were 10,542,500 shares of common stock, par value $.0001
      outstanding. The following table sets forth certain information regarding the
      beneficial ownership of our common stock as of April 13, 2007:




-
            all
              directors


-
            each
                person who is known by us to be the beneficial owner of more than
                five
                percent (5%) of the outstanding common
                stock


-
            each
                executive officer named in the Summary Compensation
                Table


-
            all
                directors and executive officers as a group





The
      number of shares beneficially owned by each director or executive officer is
      determined under rules of the SEC, and the information is not necessarily
      indicative of beneficial ownership for any other purpose. Under the SEC rules,
      beneficial ownership includes any shares as to which the individual has the
      sole
      or shared voting power or investment power. In addition, beneficial ownership
      includes any shares that the individual has the right to acquire within 60
      days.
      Unless otherwise indicated, each person listed below has sole investment and
      voting power (or shares such powers with his or her spouse). In certain
      instances, the number of shares listed includes (in addition to shares owned
      directly), shares held by the spouse or children of the person, or by a trust
      or
      estate of which the person is a trustee or an executor or in which the person
      may have a beneficial interest.





**Title
                of Class**
            **Name
                and Address of Beneficial Owner**
            **Amount
                of Beneficial Ownership**
            **Percent
                of Class**Common
                Stock
            Keith
                Tench
              c/o
                Universal Tracking Solutions, Inc.
              3137
                South Higley Street, Suite 114-475
              Gilbert,
                AZ 85297
            1,200,000
            9.57%Common
                Stock
            Terrell
                Horne
              c/o
                Universal Tracking Solutions, Inc.
              3137
                South Higley Street, Suite 114-475
              Gilbert,
                AZ 85297
            780,000
            6.22%Common
                Stock
            Don
                Quarterman, Jr.
              c/o
                Universal Tracking Solutions, Inc.
              3137
                South Higley Street, Suite 114-475
              Gilbert,
                AZ 85297
            1,000,000
            7.67%Common
                Stock
            Daniel
                Seifer
              c/o
                Universal Tracking Solutions, Inc.
              3137
                South Higley Street, Suite 114-475
              Gilbert,
                AZ 85297
            600,000
            4.67%Common
                Stock
            All
                Officers and Directors as a Group
            3,580,000
            28.13%





(1)  Includes
      500,000 shares and 500,000 warrants


(2)  Includes
      300,000 shares and 300,000 warrants


(3)  This
      does
      not include approximately 83,333 shares that Mr. Quarterman will receive as
      part
      of the dividend distribution to Smarts Oil and Gas shareholders.


(4)  This
      does
      not include approximately 1,708,783 shares that Mr. Seifer will receive as
      part
      of the dividend distribution to Smarts Oil and Gas shareholders.





The
      following table sets forth information concerning the beneficial ownership
      of
      shares of our Common Stock with respect to stockholders who were known by us
      to
      be beneficial owners of more than 5% of our Common Stock as of December 31,
      2006. Unless otherwise indicated, the beneficial owner has sole voting and
      investment power with respect to such shares of Common Stock.





Beneficial
      ownership is determined in accordance with the rules of the Securities and
      Exchange Commission and generally includes voting or investment power with
      respect to securities. In accordance with the Securities and Exchange Commission
      rules, shares of our Common Stock which may be acquired upon exercise of stock
      options or warrants which are currently exercisable or which become exercisable
      within sixty (60) days of the date of the table are deemed beneficially owned
      by
      the optionees. Subject to community property laws, where applicable, the persons
      or entities named in the table above have sole voting and investment power
      with
      respect to all shares of our Common Stock indicated as beneficially owned by
      them. Percentage ownership is based on 10,542,500 shares of Common Stock
      outstanding as of December 31, 2006.





There
      is
      no public trading market for our shares of common stock. In addition to the
      officers and directors listed above, the following shareholders own more than
      5%
      of the total shares outstanding. For a discussion regarding our dividend policy
      as related to our common stock please see "Description of Securities."





**Percentage
                of Shares Beneficially Owned****Name
                and Address of Beneficial Owner**
            **Number
                of Shares Beneficially Owned**
            **Shares
                Before the Offering**
            **After
                the Offering Assuming All Are Sold**Smarts
                Oil and Gas, Inc. (1)
            4,000,000
            4,000,000
            0Mark
                Seifer (2)
            800,000
            800,000
            0Wesley
                Pierce (3)
            800,000
            800,000
            0Brian
                Ramsey (4)
            800,000
            800,000
            0





(1)  Smarts
      Oil and Gas, Inc. has declared a stock dividend, consisting of 4,000,000 shares
      of common stock, to its shareholders. In connection with this registration,
      Smarts Oil and Gas will issue its shareholders one share of our common stock
      for
      every six shares of Smarts Oil and Gas common stock issued and outstanding
      as of
      the record date September 15, 2006. Smarts Oil and Gas will distribute our
      shares to its shareholders as soon as practicable after this Registration
      Statement is declared effective. Smarts Oil and Gas is distributing the shares
      to its shareholders upon effectiveness of this registration statement so that
      the shares will be delivered free and clear of any restrictions. Smarts Oil
      and
      Gas had approximately 180 shareholders as of the record date of the stock
      dividend.


(2)  Includes
      400,000 shares and 400,000 warrants


(3)  Includes
      400,000 shares and 400,000 warrants


(4)  Includes
      400,000 shares and 400,000 warrants





*Stock
      Option and Incentive Plans*





There
      are
      no stock option or incentive plans.





**Item 12.
      Certain Relationships and Related Transactions, and Director
      Independence**





Smarts
      Oil and Gas, Inc., has declared a stock dividend, consisting of the 4,000,000
      shares of common stock the company owns, to its shareholders. Upon approval
      of a
      registration statement filed with the Securities and Exchange Commission, Smarts
      Oil and Gas will issue its shareholders one share of our common stock for every
      six shares of Smarts Oil and Gas common stock issued and outstanding as of
      the
      record date September 15, 2006. Smarts Oil and Gas will distribute our shares
      to
      its shareholders as soon as practicable after the Registration Statement is
      declared effective. Smarts Oil and Gas is distributing the shares to its
      shareholders upon effectiveness of a registration statement so that the shares
      will be delivered free and clear of any restrictions. Smarts Oil and Gas had
      approximately 180 shareholders as of the record date of the stock dividend.
      As
      noted in the beneficial ownership section of this Form 10-KSB, Mr. Seifer and
      Mr. Quarterman are officers of both Smarts Oil and Gas, Inc. and Universal
      Tracking Solutions. The distribution to the shareholders of Smarts Oil and
      Gas,
      Inc. is part of a dividend distribution declared to the shareholders as of
      the
      record date of September 15, 2006. Neither Mr. Seifer or Mr. Quarterman will
      receive any compensation as part of the transaction.





**Item 13.
      Exhibits**





**No.**
            **Description**3.1
            Articles
                of Incorporation (1)3.2
            Bylaws
                of the Company (2)4.1
            Specimen
                Stock Certificate (3)31.1
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a).31.2
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a).32.1
            Certification
                pursuant to 18 U.S.C. Section 1350.





(1)
      incorporated by reference to Exhibit 3.1 of the Current report on Form SB-2/A,
      as filed with the SEC on November 28, 2006


(2)
      incorporated by reference to Exhibit 3.2 of the Current report on Form SB-2/A,
      as filed with the SEC on November 28, 2006


(3)
      incorporated by reference to Exhibit 4.1 of the Current report on Form SB-2/A,
      as filed with the SEC on November 28, 2006


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          -
          19








**Item 14.
      Principal Accountant Fees and Services**





The
      following are the fees billed us by our auditors, Robert L. White and
      Associates, Inc., for services rendered thereby during 2006:




**2006**
            **2005**Audit
                Fees
            $10,000
            $-Audited
                Related Fees
            -
            -Tax
                Fees
            -
            -**Total
                Fees**
            **$10,000**
            **-**





*Audit
      Fees* consist
      of the aggregate fees billed for professional services rendered for the audit
      of
      our annual financial statements and the reviews of the financial statements
      included in our Forms 10-QSB and for any other services that were normally
      provided in connection with our statutory and regulatory filings or
      engagements.





*Audit
      Related Fees* consist
      of the aggregate fees billed for professional services rendered for assurance
      and related services that were reasonably related to the performance of the
      audit or review of our financial statements and were not otherwise included
      in
      Audit Fees.





*Tax
      Fees* consist
      of the aggregate fees billed for professional services rendered for tax
      compliance, tax advice and tax planning. Included in such Tax Fees were fees
      for
      preparation of our tax returns and consultancy and advice on other tax planning
      matters.





**SIGNATURES**





In
      accordance with 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.





Universal
      Tracking Solutions, Inc., a Nevada Corporation





Dated
                April 16, 2007
            *By:
                Keith Tench*Keith
                Tench, Chief Executive Officer





In
      accordance with 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.





**Signature**
            **Title**
            **Date***/s/
                Keith Tench*
            
            April
                16, 2007Keith
                Tench
            Chief
                Executive Officer and Director*/s/
                Terrell Horne*
            
            April
                16, 2007Terrell
                Horne
            Chief
                Financial Officers and Director*/s/
                Daniel Seifer*
            
            April
                16, 2007Daniel
                Seifer
            Director*/s/
                Don Quarterman, Jr.*
            
            April
                16, 2007Don
                Quarterman, Jr.
            Director





Page
          -
          20





**Exhibit Index**





**No.**
            **Description**3.1
            Articles
                of Incorporation (1)3.2
            Bylaws
                of the Company (2)4.1
            Specimen
                Stock Certificate (3)31.1
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a).31.2
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a).32.1
            Certification
                pursuant to 18 U.S.C. Section 1350.





(1)
      incorporated by reference to Exhibit 3.1 of the Current report on Form SB-2/A,
      as filed with the SEC on November 28, 2006


(2)
      incorporated by reference to Exhibit 3.2 of the Current report on Form SB-2/A,
      as filed with the SEC on November 28, 2006


(3)
      incorporated by reference to Exhibit 4.1 of the Current report on Form SB-2/A,
      as filed with the SEC on November 28, 2006





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