8-K/A

United States Securities and Exchange Commission

Washington, D.C. 20549

____________________

Form 8-k/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

of earliest event reported)

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)July 30, 2012 (April 12, 2010)

____________________

Commission File No. 333-123465

____________________

Universal Bioenergy, Inc.

(Exact name of small business issuer as specified in its charter)

Nevada	20-1770378
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

19800 MacArthur Blvd. Ste. 300

Irvine, CA 92612

(Address of principal executive offices)

 (949) 559-5017

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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As used in this report, the terms "we", "us", "our", "our company" “Universal” refer to Universal Bioenergy, Inc., a Nevada corporation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this Current Report on Form 8-K contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, and the effect of economic conditions include forward-looking statements.

Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties.

Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events. You are advised, however, to consult any additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.

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EXPLANATORY NOTE

On April 14, 2010, Universal Bioenergy Inc., (the “Company”) filed a Current Report on Form 8-K, disclosing that the Company had entered into a material definitive agreement, (the “Member Interest Purchase Agreement”) with NDR Energy Group LLC. This Current Report Form 8-K/A amends the Report on Form 8-K filed on April 14, 2010.

This filing on Current Report Form 8-K/A is for the sole purpose of including the financial statements of NDR Energy Group, LLC and the pro forma financial information with our Company, as well as including the Schedules for the Member Interest Purchase Agreement, which were excluded in the original filing.

The information presented in ITEM 1.01, ITEM 2.01 and ITEM 3.02 below was previously disclosed in the Form 8-K Report filed on April 14, 2012, (the “Initial Report”), and is incorporated as a reference only into this amended Report. 

(3)

ITEM 1.01. Entry into a Material Definitive Agreement.

Universal Bioenergy Corporation, a Nevada corporation (the “Company”), and NDR Energy Group, LLC, a Maryland limited liability company (“NDR” or “NDR Energy Group”), have entered into a Member Interest Purchase Agreement, (the “Purchase Agreement”) dated as of April 12, 2010. Pursuant to the Purchase Agreement and subject to the conditions set forth therein, the Company purchased forty nine 49% of the Member Interests of NDR with a total investment valued at $2.5 million in cash and common stock of the Company.

The completion of the acquisition was approved by the Board of Directors of the Company. Each of the Company and NDR Energy Group has made customary representations and warranties in the Purchase Agreement. NDR Energy Group has also agreed to various covenants in the Purchase Agreement, including, among other things, (i) to conduct its business in the ordinary course consistent with past practice in all material respects during the period between the execution of the Purchase Agreement and the closing of the transaction and (ii) not to solicit alternate transactions.

NDR’s has been marketing energy and fuel such as natural gas, and transportation of petroleum fuels. NDR marketed $60 - $70 million in energy and fuel in 2009. Management of NDR intends to expand, in coordination with Universal, into biofuels, propane, and commercial energy efficiency conversions and retrofits. NDR Energy has firm contracts signed with 22 utilities nationwide. It has agreements with Southern California Gas Company, Pacific Gas & Electric (PG&E), Baltimore Gas & Electric, NICOR, Michigan Consolidated Gas (MIHCON), and the National Grid, the largest power producer in New York State.

Universal’s management also believes that the association with NDR Energy Group will give the Company the needed sales outlets through NDR Energy Group’s distribution channels, the marketing / brokering of natural gas, biofuels, and energy efficiency conversions as part of its new business focus.

The foregoing summary description of the Purchase Agreement and the transaction, is not complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.

The Purchase Agreement has been attached as an Exhibit to this report in order to provide investors and security holders with information regarding its terms. It is not intended to provide any other financial information about the Company, NDR Energy Group LLC, or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Purchase Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, NDR Energy Group LLC or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company and NDR Energy Group LLC.

(4)

Additional Summary of the Purchase Agreement

The Company retains the right to purchase additional equity of the Member Interests of NDR Energy. NDR Energy will appoint 2 seats on its Board of Managers as selected by the Company. The Company agrees to provide NDR Energy Group with Management Support Services. The Company will provide NDR Energy Group with $1,000,000 in working capital. The Company will arrange, on a best efforts basis, a “Financing Facility / Credit Line up to an estimated amount of $300 million dollars drawn on a major U.S. bank or similar financial institution, to purchase its natural gas contract receivables, and help fund its growth and expansion. NDR Energy Group agrees to comply in accordance with the related financial covenants.

ITEM 2.01 - ACQUISITION OR DISPOSITION OF ASSETS.

See Item 1.01 above.

ITEM 3.02 - UNREGISTERED SALE OF EQUITY SECURITIES.

See Item 1.01 above.

Update on Form 8-K Report disclosures in ITEM 1.01 above.

The information presented below will serve to update the disclosures in Item 1.01, “Additional Summary of Purchase Agreement”;

As was disclosed in our Form 10-K Annual Report for the period ending December 31, 2010, the Company exercised its option to purchase the additional 2% of the member interests of NDR Energy Group. The 2% member interests were assigned to the Officers of the Company. The Officers assigned their interests to Varlos Energy Holdings LLC. NDR Energy LLC does not have a formal Board of Managers, therefore it did not appoint the Company the 2 seats on the Board. However, the Company and Varlos Energy Holdings were both appointed as Managing Members of NDR Energy Group LLC, pursuant to its Operating Agreement.

Voting Trust and Control of NDR Energy Group LLC

As was disclosed in our Form 10-K Annual Report for the period ending December 31, 2011, the Company and Varlos Energy Holdings LLC entered into a Voting Trust, via a Voting Trust Agreement whereby Varlos Energy granted and transferred its Two (2%) percent member interests to the Company and its Voting Trustee, Vince M. Guest, for the purpose of having the Company to vote Varlos Energy’s member interests in NDR Energy Group LLC, for any corporate lawful act for a period not to exceed Ten (10) years. This Voting Trust vests in the Company, and the Trustee, Fifty One (51%) percent (the “Majority”) of the control of the membership ownership interests of NDR Energy Group LLC, and the authority over all of its management and operations decisions, with the combination of the Company’s Forty Nine (49%) percent member interests and the voting rights and control of Varlos Energy’s Two (2%) percent member interests.

Working Capital Line

Pursuant to the Member Interest Purchase Agreement, the Company is providing working capital to NDR Energy pursuant to a line of credit, via a Working Capital Note with a maximum principal amount of $1,000,000.

Letter of Interest / Term Sheet with Wells Fargo Capital Finance for $300 Million

As was disclosed in our Form 10-K for the period ending December 31, 2010, on February 22, 2010, NDR Energy signed Letter of Interest / Term Sheet with the Receivables Funding Group of Wells Fargo Capital Finance of Charleston, South Carolina. The Letter of Interest / Term Sheet was for Wells Fargo to provide NDR Energy with an “Accounts Receivable Financing Facility” with an aggregate of a $300 million dollar annual revolving funding line. The “Accounts Receivable Financing Facility” was intended to provide us and NDR Energy with working capital, and accounts receivable financing for a period of 18 months. On March 19, 2010, we paid Wells Fargo a good faith deposit of $7500.00 to complete the credit approval process and their due diligence. Unfortunately, due to the conservative and restrictive lending policies during the recession, the proposal was terminated, and we were not able to secure the final funding for the “Accounts Receivable Financing Facility”.

(5)

ITEM 9.01 - EXHIBITS

(a) Financial Statements of Business Acquired 

The following financial statements of NDR Energy Group, LLC are being filed with this report as Exhibit 99.1:

· Report of Independent Public Accounting Firm;

· Balance Sheet as of December 31, 2008 and 2009 (audited);

· Statements of Operations for the years ended December 31, 2008 and 2009 (audited) 

· Statements of Cash Flows for the years ended December 31, 2008 and 2009 (audited) 

·  Notes to Financial Statements. 

(b) The following pro forma financial information is being filed with this report as Exhibit 99. 

·  Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2009 and projected through 2012; 

·  Unaudited Pro Forma Condensed Combined Statement of Operations for the twelve months ended December 31, 2009, and projected through 2012 

The unaudited pro forma condensed combined financial information is presented for informational purposes only. The pro forma data is not necessarily indicative of what the company financial position or results of operations actually would have been had Company completed the acquisition as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

(d) Exhibits.

Exhibit No.	Description
2.1	Member Interest Purchase Agreement by and among Universal Bioenergy Inc., and NDR Energy Group LLC, dated April 12, 2010, (incorporated by reference to the Exhibit of the same number, in the Current report on Form 8-K, filed April 14, 2010).
99.1	Financial Statements listed in Item 9.01(a)
99.2	Pro Forma Financial Information listed in Item 9.01(b)

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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 hereunto duly authorized.

	Universal Bioenergy, Inc.
Date July 30, 2012		By /s/ Vince M. Guest
		Vince M Guest
		Chief Executive Officer

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EX-99.1 CHARTER

Exhibit 99.1

Table of Contents

Independent Auditors Report	1
Financial Statements
Balance Sheets	2
Statements of Operations	3
Statements of Cash Flows	4
Statements of Changes in Members’ Equity (Deficit)	5
Notes to Financial statements	6-11

(1)

Gregory Lance Lamb, Certified Public Accountant

Phone (956) 867-6200

Fax (469) 519-8833

405 Moss Hill Drive

Arlington, TX 76018

Greg5Lamb@gmail.com

INDEPENDENT AUDITOR’S REPORT

The Board of Directors

NDR Energy Group, LLC
Charlotte, NC

I have audited the accompanying balance sheets of NDR Energy Group, LLC (the “Company”), a limited liability company, as of December 31, 2009 and 2008 and the related statements of operations, changes in members’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the auditing standards generally accepted in the United States of America. Those standards require that I 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. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NDR Energy Group, LLC as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended in conformity with the accounting principles generally accepted in the United States of America.

Then accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 10 to the financial statements, the accumulation of losses and shortage of capital raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Gregory Lance Lamb, Certified Public Accountant

April 16, 2012

(2)

NDR ENERGY GROUP, LLC
BALANCE SHEETS
AS OF:
ASSETS
	12/31/2009			12/31/2008
CURRENT ASSETS:
Cash	$	—		$	338
Total current assets		—			338
TOTAL ASSETS		—			338
LIABILITIES AND MEMBERS' (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses		122			—
Other current liabilities		7,000			—
Total current liabilities		7,122			—
MEMBERS' (DEFICIT) EQUITY:
Members' capital contributions		188,889			90,564
Accumulated (deficit)		(196,011	)		(90,226	)
Total members' (deficit)		(7,122	)		338
TOTAL LIABILITIES AND MEMBERS' (DEFICIT) EQUITY	$	—		$	338
See notes to the financial statements.

(3)

NDR ENERGY GROUP, LLC
STATEMENTS OF OPERATIONS
	For the Years Ended December 31,
	2009			2008
REVENUES	$	24,824,367		$	63,591,285
COST OF SALES		24,787,921			63,550,696
GROSS PROFIT		36,446			40,589
OPERATING EXPENSES:
General and administrative		143,402			129,822
Sales and marketing		48			—
Depreciation and amortization expense		—			—
Total operating expenses		143,450			129,822
INCOME (LOSS) FROM OPERATIONS		(107,004	)		(89,233	)
OTHER INCOME (EXPENSE):
Other income		1,219			—
Interest income
Interest (expense)		—			—
Total other expense		1,219			—
NET (LOSS)	$	(105,785	)	$	(89,233	)
See notes to the financial statements.

(4)

NDR ENERGY GROUP, LLC
STATEMENTS OF CASH FLOWS
	For the Years Ended December 31,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss)	$	(105,785	)	$	(89,233	)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Accounts payable, accrued expenses and other liabilities		7,122			(993	)
Net cash (used for) operating activities		(98,663	)		(90,226	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Members' capital contributions		98,325			90,564
Net cash provided by financing activities		98,325			90,564
INCREASE (DECREASE) IN CASH		(338	)		338
CASH, BEGINNING OF PERIOD		338			—
CASH, END OF PERIOD	$	—		$	338
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Taxes paid	$	—		$	—
See notes to the financial statements.

(5)

NDR ENERGY GROUP, LLC
STATEMENTS OF CHANGES IN MEMBERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2008 and 2009
	Members		Accumulated
	Capital		(Deficit)			Total
BALANCE AT DECEMBER 31, 2007	$	—	$	—		$	—
Members' capital contributions		90,564					90,564
Net (Loss)				—			—
BALANCE AT DECEMBER 31, 2008	$	90,564	$	—		$	90,564
Members' capital contributions		98,326					98,326
Net (Loss)				(105,785	)		(105,785	)
BALANCE AT DECEMBER 31, 2009	$	188,890	$	(105,785	)	$	83,105
See notes to the financial statements.

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NDR ENERGY GROUP, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

NDR Energy Group, LLC (the Company) was established in the State of Maryland on September 28, 2005. The Company contracts signed with 28 major utility companies in the United States, with strong Standard & Poor’s credit ratings. NDR Energy Group markets and distributes natural gas and propane to 28 of the largest public utilities, electric power producers and local gas distribution companies that serve millions of commercial, industrial and residential customers throughout the country. Our customers include Southern California Gas Company, Pacific Gas & Electric, CenterPoint Energy Resources, Baltimore Gas & Electric, Memphis Light Gas & Water, Duke (Ohio & Kentucky), Michigan Consolidated and National Grid. Our gas suppliers include EDF Trading, Chevron Texaco, Conoco Phillips, Chesapeake Energy Marketing, and Anadarko.

On April 12, 2010, the Company entered into a Member Interest Purchase Agreement in which 49% Member Interest was sold (see note 8).

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows:

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

Revenue and Cost Recognition

Revenue includes product sales. The Company recognizes revenue from the sale of natural gas and propane at the time title to the product transfers, the amount is fixed and determinable, evidence of an agreement exists and the customer bears the risk of loss, net of provision for rebates and sales allowances in accordance with ASC Topic 605 “Revenue Recognition in Financial Statements”.

Management has considered the various factors discussed in ASC 605-45-14-4-c and ASC 605-45-45 and believe that our natural gas purchase and sale transactions are appropriately reported gross rather than net. Generally we are the primary obligor in the arrangement, we have latitude in establishing price, we have discretion in supplier selection, and we have credit risk in the event our customer defaults on the transaction. Additionally, our supplier is not the primary obligor in the arrangement and the amount we earn is not fixed. Those transactions where the Company operates as an agent or broker for either the supplier or the customer at a fixed fee are reported net.

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Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration of Credit Risk

The Company maintains its operating cash balances in banks located in Charlotte, North Carolina. The Federal Depository Insurance Corporation (FDIC) insures accounts at each institution up to $250,000.

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash, accounts receivable, accounts receivable – other, investments, accounts payable, other accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The three-level hierarchy for fair value measurements is defined as follows:

• Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

• Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in

active markets, and inputs that are observable for the asset or liability other than quoted prices, either

directly or indirectly including inputs in markets that are not considered to be active;

• Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. Measurement

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In January 2011, the FASB released Accounting Standards Update No. 2011-01 (“ASU 2011-01”), Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20, which deferred the disclosure requirements surrounding troubled debt restructurings. These disclosures are effective for reporting periods ending on or after June 15, 2011. We do not expect the disclosure requirements to have a material impact on our current disclosures.

In April 2011, the FASB released Accounting Standards Update No. 2011-02 (“ASU 2011-02”), Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. ASU 2011-02 clarifies the guidance for determining whether a restructuring constitutes a troubled debt restructuring. In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must conclude that 1) the restructuring constitutes a concession and 2) the debtor is experiencing financial difficulties. ASU 2011-02 also requires companies to disclose the troubled debt restructuring disclosures that were deferred by ASU 2011-01. The guidance in ASU 2011-02 is effective for public companies in the first reporting period ending on or after June 15, 2011, but the amendment must be applied retrospectively to the beginning of the annual period of adoption. ASU 2011-02 is not expected to materially impact our consolidated financial statements.

No other accounting standards or interpretations issued recently are expected to a have a material impact on the Company’s consolidated financial position, operations or cash flows.

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NOTE 3 – MEMBERSHIP

Throughout the year ended December 31, 2008 membership interests were: Geraldine Oglesby-Cameron 36%, Rickey Ricardo Hart 32%, Gina M. Roy 20% and Kenneth L. Harris 12%.

On June 18, 2009 membership shares were amended as follows: Geraldine Oglesby-Cameron 24%, Rickey Ricardo Hart 26%, Gina M. Roy 20%, Kenneth L. Harris 15% and Ray M. Crooks 15%.

NOTE 4 - INCOME TAXES

The Company has elected to be taxed as a limited liability company. Under those provisions, the Company does not pay federal corporate income tax on its taxable income. Instead the members of the limited liability company are liable for individual federal income tax based on their respective membership interests.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

There are no commitments and contingencies to report for these periods.

NOTE 6 – ACCOUNTS PAYABLE

Accounts payable is comprised of a negative bank account balance of $122 as of December 31, 2009.

NOTE 7 – OTHER LIABILITIES

Other liabilities are comprised of an account due to member, Ray M. Crooks in the amount of $7,000 as of December 31, 2009.

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NOTE 8 – SUBSEQUENT EVENTS

The following event occurred subsequent to the period covered by these periods ended December 31, 2009 and 2008.

Universal Bioenergy, Inc. (“Universal”), a Nevada corporation and the Company entered into a Member Interest Purchase Agreement, (the “Purchase Agreement”) dated as of April 12, 2010. Pursuant to the Purchase Agreement and subject to the conditions set forth therein, the Universal purchased Forty Nine (49%) percent of the Member Interests of the Company for common stock of Universal.

The completion of the acquisition was approved by the Members of the Company. The Company and Universal made customary representations and warranties in the Purchase Agreement. Forty Nine (49%) percent interest in the Company was sold for 1,000,000 shares of Universal common stock. According to the agreement, Universal retained the right to purchase additional equity of the Member Interests of the Company.

The option to acquire an additional two (2%) percent member interest in the Company was assigned to the officers of Universal, Richard D. Craven, Vince M. Guest and Solomon Ali. This additional two (2%) percent interest was acquired for 4,000,000 shares of Universal common stock and owned by Varlos Energy Holdings LLC, of which Vince M. Guest, Solomon Ali, and Richard D. Craven are the members.

The following table summarizes the consideration paid by Universal and assets acquired:

Purchase Price Allocation Consideration:	April 12, 2010
Equity instruments (5,000,000 common shares of Universal Bioenergy, Inc.)	$	250,000
Recognized amounts of identifiable assets acquired:
Client List		250,000
Total assets	$	250,000
Fair value of total assets	$	250,000

NOTE 9 – DATE OF MANAGEMENT’S REVIEW

Management has evaluated subsequent events through April 16, 2012, the date the financial statements were available to be issued.

NOTE 10 – GOING CONCERN

The losses, negative cash flows from operations, and negative working capital deficiency sustained by the Company raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern. However, the Company seeks to secure a line of credit and improve its profit margins.

EX-99.2 BYLAWS

Exhibit 99.2 

NDR Energy Group
Projected Financial Statements
Income Statements
	For the Years Ended December 31,
	2009			2010			2011			2012
REVENUES	$	42,877,000		$	51,891,000		$	71,000,000		$	110,000,000
COST OF SALES		42,791,246			51,787,218			70,858,000			105,600,000
GROSS PROFIT		85,754			103,782			142,000			4,400,000
OPERATING EXPENSES:
General and administrative		145,000			158,000			272,000			450,000
Sales and marketing		—			—			1,400			160,000
Depreciation expense		—			1,527			2,800			4,000
Total operating expenses		145,000			159,527			276,200			614,000
INCOME (LOSS) FROM OPERATIONS		(59,246	)		(55,745	)		(134,200	)		3,786,000
OTHER INCOME (EXPENSE):
Other income		1,200			—			—			—
Interest (expense)		—			(10,600	)		(14,500	)		17,500
Total  other expense		1,200			(10,600	)		(14,500	)		17,500
NET INCOME (LOSS)	$	(58,046	)	$	(66,345	)	$	(148,700	)	$	3,803,500

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NDR Energy Group
Projected Financial Statements
Balance Sheets
ASSETS
	12/31/09			12/31/10			12/31/11			12/31/12
CURRENT ASSETS:
Cash		—			—			6,243			560,850
Accounts receivable		—			13,548,150			9,998,203			11,000,000
Other current assets		—			—
Total current assets					13,548,150			10,004,446			11,560,850
PROPERTY AND EQUIPMENT - net		—			11,567			8,951			65,000
OTHER ASSETS:
Investment from Universal Bioenergy, Inc.		—			250,000			250,000			502,000
Security deposits		—			3,520			3,416			6,500
Total other assets		—			253,520			253,416			508,500
TOTAL ASSETS		—			13,813,237			10,266,812			12,134,350
LIABILITIES AND MEMBER'S DEFICIT
CURRENT LIABILITIES:
Accounts payable		122			13,536,123			9,994,382			10,660,000
Related party payable		—			—			575,537			672,000
Lines of credit		—			12,304			7,850			7,850
Other current liabilities		7,000			7,000			4,250			3,500
Total current liablities		7,122			13,555,427			10,582,019			11,343,350
Long term notes payable		—			122,000			—			0
TOTAL LIABILITES		7,122			13,677,427			10,582,019			11,343,350
MEMBER'S  EQUITY (DEFICIT):
Member's capital contributions		188,889			440,048			190,048			210,000
Accumulated deficit		(196,011	)		(304,238	)		(505,255	)		581,000
Total member's deficit		(7,122	)		135,810			(315,207	)		791,000
TOTAL LIABILITIES AND MEMBER'S EQUITY (DEFICIT)	$	—		$	13,813,237		$	10,266,812		$	12,134,350