univest10k103110_2112011.htm

Most of our revenue and a majority of our gross profit are expected to come from selling integrated solutions, consisting of combinations of hardware and software products produced by others. While our relationships will change from time to time, we must rely upon technology partners to augment and enhance the products we plan to sell. At the present time, we do not have any technology partners and cannot guarantee we will ever develop any such partners. If we do develop such partners, we risk that a given technology partner will change its marketing strategy and de-emphasize its use of marketing partners such as us. Our ability to generate revenue from reselling our products would diminish and our operations and results of operations would be materially and adversely affected. An investor could lose his entire investment.

We are a small company with no operating history and limited resources compared to some of our current and potential competitors, which may hinder our ability to compete effectively. An investor could lose his entire investment.

Some of our current and potential competitors have longer operating histories, significantly greater resources, broader name recognition, and a larger installed base of clients than we have. As a result, these competitors may have greater credibility with our existing and potential clients. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion and sale of their products than we can to ours, which would allow them to respond more quickly than us to new or emerging technologies or changes in client requirements. In addition, some of our current and potential competitors have already established supplier or joint development relationships with decision makers at our potential clients. An investor could lose his ent ire investment.

We may be unable to hire and retain key personnel. As a result, we could go out of business and an investor could lose his entire investment.

Our future success depends on our ability to attract qualified storage technology and geospatial imagery personnel. We may be unable to attract these necessary personnel. If we fail to attract or retain skilled employees, or if a key employee fails to perform in his or her current position, we may be unable to generate sufficient revenue to offset our operating costs. As a result, we could go out of business and an investor could lose his entire investment.

We may need to substantially invest in marketing efforts in order to grow our intended business, which will be expensive. As a result, we could go out of business and an investor could lose his entire investment.

In order to grow our intended business, we will need to develop and maintain widespread recognition and acceptance of our company, our business model, our services and our products. We have not presented our service and product offering to the potential market. We plan to rely primarily on word of mouth from our existing contacts we develop personally through industry events to promote and market ourselves. In order to successfully grow our company, we may need to significantly increase our financial commitment to creating awareness and acceptance of our company among retailers, which would be expensive. To date, marketing and advertising expenses have been negligible. If we fail to successfully market and promote our business, we could lose potential clients to our competitors, or our growth efforts may be ineffective. If we incur signif icant expenses promoting and marketing ourselves, it could delay or completely forestall our profitability. On the other hand, we could go out of business and an investor could lose his entire investment.

Our intended business is not diversified, which could result in significant fluctuations in our operating results. As a result, we could go out of business and an investor could lose his entire investment.

All of our intended business will be involved in the marketing of music based on technology solutions, and, accordingly, is dependent upon trends in the sector. Downturns in the music sector could have a material adverse effect on our intended business. A downturn in the music sector may reduce our stock price, even if our business is successful. As a result, we could go out of business and an investor could lose his entire investment.

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Because our current officers and directors are involved with other businesses, the manner in which we operate may create the possibility of a conflict of interest.

All of our officers and directors are also involved with other businesses. As a result, each must balance his time with respect to his responsibilities. These other time commitments could create conflict of interest with respect to our operations. Each of our officers and directors is aware of their responsibilities and plans to operate our Company in such a manner as to minimize the effect of any conflict of interest. Each of these officers and directors will use their best judgments to resolve all potential conflicts. We cannot guarantee that any potential conflicts can be avoided.

Our success will be dependent upon our management’s efforts. We cannot sustain profitability without the efforts of our management. The loss of any or all of our management, particularly Mr. Womack, our President, could have a material, adverse impact on our operations and may cause us to go out of business. An investor could lose his entire investment.

Our success will be dependent upon the decision making of our directors and executive officers. These individuals intend to commit as much time as necessary to our business, but this commitment is no assurance of success. The loss of any or all of these individuals, particularly Mr. Womack, our President, could have a material, adverse impact on our operations and may cause us to go out of business. An investor could lose his entire investment. We have no written employment agreements with any officers and directors, including Mr. Womack. We have not obtained key man life insurance on the lives of any of our officers or directors.

Our stock has no public trading market and there is no guarantee a trading market will ever develop for our securities. As a result, it may be difficult or impossible for you to liquidate your investment.

There has been, and continues to be, no public market for our common stock. An active trading market for our shares has not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

*	actual or anticipated fluctuations in our operating results;

*	changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

*	changes in market valuations of other companies, particularly those that market services such as ours;

*	announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

*	introduction of product enhancements that reduce the need for our products;

*	departures of key personnel.

Of our total outstanding shares as of October 31, 2010, a total of 21,769,600, or approximately 94.5%, will be restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well. As restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.

The share control position of Patrick Womack will limit the ability of other shareholders to influence corporate actions.

Our largest shareholder, Patrick Womack , will own and control 22,000,000 shares and thereby control approximately 95.47% of our outstanding shares. Because Mr. Womack will beneficially control almost 50% of the outstanding shares he will have a significant role in controlling the election or removal of our directors, the supervision and management of our business or a change in control of or sale of our company, even if he believed such changes were in the best interest of our shareholders generally.

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The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations. You may not be able to resell your shares at or above the public sale price.

The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.

In general, buying low-priced penny stocks is very risky and speculative. Our shares are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. You may not able to sell your shares when you want to do so, if at all.

Our shares are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in pen ny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.

We do not expect to pay dividends on common stock.

We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.

ITEM 2. DESCRIPTION OF PROPERTY.

We currently occupy approximately 500 square feet of office and retail space which we rent from our President and largest shareholder on a month-to-month basis, currently without charge. This space is considered to be sufficient for us at the present time.

ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings, nor is our property the subject of any material legal proceeding.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

We held no shareholders meetings in the fourth quarter of our fiscal year.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Holders

As of October 31, 2010, there were 46 record holders of our common stock, and there were 23,044,500 shares of our common stock outstanding.

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Market Information

No public market currently exists for shares of our common stock.

The Securities Enforcement and Penny Stock Reform Act of 1990

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:

	●	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

	●	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;

	●	contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

	●	contains a toll-free telephone number for inquiries on disciplinary actions;

	●	defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

	●	contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:


	●	the bid and offer quotations for the penny stock;

	●	the compensation of the broker-dealer and its salesperson in the transaction;

	●	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

	●	monthly account statements showing the market value of each penny stock held in the customer's account.

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In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

Equity Compensation Plan Information

We have no outstanding stock options or other equity compensation plans.

Dividend Policy

We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.

ITEM 6. SELECTED FINANCIAL DATA

A smaller reporting company is not required to provide the information in this Item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis or Plan of Operation contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases, you can identify forward-looking statements by the use of words such as “may”, “will”, “should”, “anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”, “estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materi ally from these forward-looking statements for many reasons, including, but not limited to, the matters discussed in this report under the caption “Risk Factors”. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.

The following table provides selected financial data about us for the fiscal year ended October 31, 2010 and 2009. For detailed financial information, see the audited Financial Statements included in this prospectus.

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Balance Sheet Data: at October 31, 2010

Cash	$	9,130.00
Total assets	$	9,130.00
Total liabilities	$
Shareholders' equity	$	(23,336	)

Operating Data: for the twelve months ended October 31, 2010

Revenues	$	-0-
Operating Expenses	$	8,518
Net (Loss)	$	10,518

Balance Sheet Data: at October 31, 2009

Cash	$	18,669
Total assets	$	18,669
Total liabilities	$	31,487
Shareholders' equity	$	(12,818	)

Operating Data: for the fiscal year ended October 31, 2009

Revenues	$	-0-
Operating Expenses	$	10,030
Net (Loss)	$	(12,030	)

Results of Operations.

From our inception on November 6, 2007 through October 31, 2010, we have generated no revenue and have no operations. As a result we have no operating history upon which to evaluate our intended business. In addition, we have a history of losses.

As of our fiscal year end, October 31, 2010 and 2009, our accountants have expressed substantial doubt about our ability to continue as a going concern as a result of our history of net losses. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop and market our software and our ability to generate revenues.

Operating expenses, which consisted solely of general and administrative expenses for the fiscal year ended October 31, 2010 were $8,518. This compares with operating expenses for the fiscal year period ended October 31, 2009 of $10,030. For the period from November 6, 2007 through October 31, 2010 they were $42,058. The major components of general and administrative expenses include accounting fees, consulting fees, legal and professional fees and stock transfer fees.

As a result of the foregoing, we had a net loss of $10,518 for the fiscal year ended October 31, 2010. This compares with a net loss for the fiscal year ended October 31, 2009 of $12,030.

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Because we do not pay salaries, and our major professional fees have been paid for the year, operating expenses are expected to remain fairly constant through the end of our fiscal year.

Our operations for the fiscal year ended October 31, 2010, compared to the fiscal year ended October 31, 2009, were very similar. We have generated no revenue and had no development of artist relationships, no products to sell and no technology developed to provide our products during these periods. Our activities have been completely directed at developing our business plan for eventually generating revenue. Our operating expenses consisted solely of general and administrative expenses. Because we generated no revenue, we operated at a loss in all relevant periods.

To try to operate at a break-even level based upon our current level of proposed business activity, we believe that we must generate approximately $25,000 in revenue per year. Each dollar of revenue is not directly tied to increasing costs. We believe that we can become profitable without incurring additional costs under our current operating cost structure. However, if our forecasts are inaccurate, we will need to raise additional funds. In the event that we need additional capital, Mr. Womack has orally agreed to loan such funds as may be necessary through October 31, 2011 for working capital purposes, although he has no obligation to do so.

On the other hand, if we decide that we cannot operate at a profit in our current configuration, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In such event, we will probably not be profitable. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services or products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

We expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $25,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.

Liquidity and Capital Resources.

As of October 31, 2010, we had cash or cash equivalents of $9,130. As of October 31, 2009, we had cash or cash equivalents of $18,669.

Net cash used for operating activities was $9,539 for the fiscal year ended October 31, 2010. This compares to net cash used for operating activities of $7,509 for the fiscal year ended October 31, 2009. For the period from November 6, 2007 through October 31, 2010 they were $17,620.

Cash flows from investing activities were $-0- from our inception on November 6, 2007 through October 31, 2010.

Cash flows provided by financing activities were $-0- for the fiscal year ended October 31, 2010. and October 31, 2009. For the period from November 6, 2007 through October 31, 2010 they were $26,750. These cash flows were all related to sales of stock, issuance of notes and deferred offering costs.

Over the next twelve months we do not expect any material capital costs to develop operations. We plan to buy office equipment to be used in our operations, which is included in our $25,000 operating costs. Our operating costs of $25,000 will be used for operations, but none will be used to pay salaries.

Our principal source of liquidity will be our operations. We expect variation in revenues to account for the difference between a profit and a loss. Also business activity is closely tied to the U.S. economy. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop a music business and our ability to generate revenues.

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In any case, we try to operate with minimal overhead. Our primary activity will be to seek to develop clients for our services and, consequently, our sales. If we succeed in developing clients for our services and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements with any party.

Plan of Operation.

Our plan for the twelve months beginning November 1, 2010 is to operate at a profit or at break even. Our plan is to attract sufficient additional product sales and services within our present organizational structure and resources to become profitable in our operations.

Our intended business will be to develop and market music based on technology solutions. We plan to offer exclusive artist music from established artists, direct for targeted demographics, on a global basis through the Internet. We plan to use the music as a marketing tool for future sales in a captured market via live performance festivals worldwide. The live festivals will act as a promotional vehicle as well as a significant revenue machine.

The current business plans include:

●	Technology for delivery of music product using standard available engineered systems
●	Music product and artists
●	Equipment sales
●	Live festival marketing events

Each component is planned to be developed as simultaneously as possible. We will first start by developing the artists and music products. We will then use this talent to deliver the products through product sales. We will also use festival marketing events to promote our products.

From our inception on November 6, 2007 through October 31, 2010, we have generated no revenue and no operations. We have only one location in the Denver Metropolitan area. We currently have no plans to expand into other locations or areas, although we eventually plan to operate on a global basis through the Internet. The timing of the completion of the milestones needed to become profitable is not directly dependent on anything except our ability to develop sufficient revenues. We believe that we can achieve profitability as we are presently organized with sufficient business. Our principal cost will be marketing our product. A t this point, we do not know the scope of our potential marketing costs but will use our existing resources to market our product. Our resources consist of our available cash and advances from Mr. Womack, who has orally agreed to loan such funds as may be necessary through October 31, 2011 for working capital purposes, although he has no obligation to do so.

If we are not successful in our operations we will be faced with several options:

1.	Cease operations and go out of business (which would mean closing the company and having the shareholders lose all or most of their investment);

2.	Continue to seek alternative and acceptable sources of capital(Mr. Womack is currently our only source of financing. We would look to alternative sources, if available);

3.	Bring in additional capital that may result in a change of control(if we seek additional sources of capital, all shareholders, including Mr. Womack, would potentially be diluted, perhaps to the point of a change of control); or

4.	Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources(we might explore potential acquisition candidates, although we have no such candidates at this time)

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Currently, we believe that we have sufficient capital to implement our proposed business operations or to sustain them through October 31, 2011. If we can become profitable, we could operate at our present level indefinitely. To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.

Proposed Milestones to Implement Business Operations

At the present time, we plan to operate from one location in the Denver Metropolitan area. Our plan is to make our operation profitable by October 31, 2011. We estimate that we must generate approximately $25,000 in sales per year to be profitable. Our plan is to attract sufficient product sales and services within our present organizational structure and resources to become profitable in our operations.

We believe that we can be profitable or at break even by the end of the current fiscal year, assuming sufficient sales. Based upon our current plans, we have adjusted our operating expenses so that cash generated from operations and from working capital financing is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $25,000 in revenue per year. However, if our forecasts are inaccurate, we may need to raise additional funds. Our resources consist of our available cash and advances from Mr. Womack, who has orally agreed to loan such funds as may be necessary through October 31, 2011 for working capital purposes, although he has no o bligation to do so. On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

Other than advances from Mr. Womack, who has orally agreed to loan such funds as may be necessary through October 31, 2011 for working capital purposes, although he has no obligation to do so, there is no assurance that additional funds will be made available to us on terms that will be acceptable, or at all, if and when needed. We expect to generate and increase sales, but there can be no assurance we will generate sales sufficient to continue operations or to expand.

We also are planning to rely on the possibility of referrals from clients and will strive to satisfy our clients. We believe that referrals will be an effective form of advertising because of the quality of service that we bring to clients. We believe that satisfied clients will bring more and repeat clients.

In the next 12 months, we do not intend to spend any material funds on research and development and do not intend to purchase any large equipment.

Recently Issued Accounting Pronouncements.

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Seasonality.

We do not expect our revenues to be impacted by seasonal demands for our services.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

A smaller reporting company is not required to provide the information in this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Univest Tech, Inc.

FINANCIAL STATEMENTS

With

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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TABLE OF CONTENTS

	Page

Report of Independent Registered Public Accounting Firm		20

Consolidated Balance Sheets at October 31, 2010 and 2009		21

Consolidated Statements of Operations for the year ended October 31, 2010 and October 31, 2009 and for the period from November 6, 2007 (inception) to October 31, 2010		22

Consolidated Statement of Changes in Shareholders’ Equity for the period from November 6, 2007 (inception) to October 31, 2010		23

Consolidated Statements of Cash Flows for the year ended October 31, 2010 and October 31, 2009 and for the period from November 6, 2007 (inception) to October 31, 2010		24

Notes to Consolidated Financial Statements		25

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RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado 80014

Telephone (303)306-1967

Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Univest Tech, Inc.

Parker, Colorado

I have audited the accompanying balance sheets of Univest Tech, Inc. (a development stage company) as of October 31, 2010 and 2009, and the related statements of operations, stockholders’ equity and cash flows for the years then ended, and for the period from November 6, 2007 (inception) through October 31, 2010. 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 audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audit provides 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 Univest Tech, Inc. as of October 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended, and for the period from November 6, 2007 (inception) through October 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company has suffered losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado	/s/ Ronald R. Chadwick, P.C.
February 9, 2011	RONALD R. CHADWICK, P.C.

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Univest Tech, Inc.

(A Development Stage Company)

Balance Sheets

ASSETS

	October 31,			October 31,
	2010			2009

Current Assets

Cash	$	9,130		$	18,669

TOTAL ASSETS	$	9,130		$	18,669

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Current liabilities
Accounts payable	$	1,500		$	2,521
Interest payable		5,966			3,966
Notes payable-related party		25,000			25,000

TOTAL LIABILITIES		32,466			31,487

SHAREHOLDERS' EQUITY
Preferred stock, par value $.10 per share; Authorized
1,000,000 shares; issued and outstanding -0- shares.		-			-

Common Stock, par value $.001 per share; Authorized
50,000,000 shares; issued and outstanding 23,044,500 shares.		23,045			23,045

Capital paid in excess of par value		1,643			1,643

Retained earnings (deficit)		(48,024	)		(37,506	)

TOTAL SHAREHOLDERS' EQUITY		(23,336	)		(12,818	)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	9,130		$	18,669

The accompanying notes are an integral part of these financial statements.

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Univest Tech, Inc.

(A Development Stage Company)

Statements of Operations

	Year Ended October 31, 2010			Year Ended October 31, 2009			November 6, 2007 (inception) thorugh July 31, 2010



Revenue	$	-		$	-		$	-

General and administrative expenses

Accounting		4,930			4,750			10,195
Consulting		-			-			22,518
Office		2,588			1,908			4,567
Legal and professional fess		200			-			603
Stock transfer fees		800			3,372			4,175

Total expenses		8,518			10,030			42,058

(Loss) from operations		(8,518	)		(10,030	)		(42,058	)

Other (expense) interest		(2,000	)		(2,000	)		(5,966	)

Net (loss)	$	(10,518	)	$	(12,030	)	$	(48,024	)

Basic (Loss) Per Share	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Common Shares
Outstanding		23,044,500			23,044,500			23,044,500

The accompanying notes are an integral part of these financial statements.

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Univest Tech, Inc.

(A Development Stage Company)

Statements of Shareholders' Equity

	Number Of Common Shares Issued		Common Stock		Capital Paid in Excess of Par Value		Retained Earnings (Deficit)			Total
Balance at November 6, 2007 (Inception)		-	$	-	$	-	$	-		$	-

November 7, 2007 issued 22,937,500
shares of par value $.001 common stock
for services valued at or $.001 per share		22,937,500		22,938		-					22,938

August 8, 2008 issued 107,000
shares of par value $.001 common stock
for cash of $26,750 or $.25 per share
(less deferred offering costs of $25,000)
as part of a private offering		107,000		107		1,643					1,750

Net (Loss)		-		-		-		(25,476	)		(25,476	)

Balance at October 31, 2008		23,044,500	$	23,045	$	1,643	$	(25,476	)	$	(788	)

Net (Loss)		-		-		-		(12,030	)		(12,030	)

Balance at October 31, 2009		23,044,500	$	23,045	$	1,643	$	(37,506	)	$	(12,818	)

Net (Loss)		-		-		-		(10,518	)		(10,518	)

Balance at October 31, 2010		23,044,500	$	23,045	$	1,643	$	(48,024	)	$	(23,336	)

The accompanying notes are an integral part of these financial statements.

- 23 -

Univest Tech, Inc.

(A Development Stage Company)

Statements of Cash Flows

							November 6,
							2007 (inception)
	Year Ended			Year Ended			thorugh
	October 31,			October 31,			July 31,
	2010			2009			2010



Net (Loss)	$	(10,518	)	$	(12,030	)	$	(48,024	)
Adjustments to reconcile decrease in net assets to net cash
provided by operating activities:

Stock issued for services		-			-			22,938

Increase in accounts payable		(1,021	)		2,521			1,500
Increase in interest payable		2,000			2,000			5,966

Cash used in operating activities		(9,539	)		(7,509	)		(17,620	)

Cash flows from investing activities:
		-			-			-

Net cash (used) in investing activities		-			-			-

Cash flows from financing activities:
Notes payable		-			-			25,000
Issuance of common stock		-			-			26,750
Deferred offering costs		-			-			(25,000	)

Net cash provided from financing activities		-			-			26,750

Net increase in cash		(9,539	)		(7,509	)		9,130
Cash at beginning of period		18,669			26,178			-
Cash at end of period	$	9,130		$	18,669		$	9,130

Supplemental disclosure information:
Stock issued for services	$	-		$	-		$	22,938

The accompanying notes are an integral part of these financial statements.

- 24 -

Univest Tech, Inc.

(A Development Stage Company)

Notes to Financial Statements

The Period November 6, 2007 (inception) through October 31, 2010

The Year Ended October 31, 2010 and 2009

Note 1 - Organization and Summary of Significant Accounting Policies

ORGANIZATION

Univest Tech, Inc. (the “Company”), was incorporated in the State of Colorado on November 6, 2007. The Company was formed to develop and market music based on technology solutions. The Company may also engage in any business that is permitted by law, as designated by the board of directors of the Company.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles 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.

STATEMENT OF CASH FLOWS

For purposes of the statement of cash flows, the Company considered demand deposits and highly liquid-debt instruments purchased with maturity of three months or less to be cash equivalents.

Cash paid for interest during the periods presented was $0. Cash paid for income taxes during the periods presented was $0.

BASIC EARNINGS PER SHARE

The basic earnings (loss) per common share are computed by dividing the net income (loss) for the period by the weighted average number of shares outstanding.

- 25 -

Univest tech, Inc.

(A Development Stage Company)

Notes to Financial Statements

The Period November 6, 2007 (inception) through October 31, 2010

The Year Ended October 31, 2010 and 2009

Note 1 - Organization and Summary of Significant Accounting Policies (Continued)

REVENUE RECOGNITION

The Company will develop and market music based on technology solutions. The revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collection is reasonably assured. As of October 31, 2010 and 2009, the Company has had no revenues.

Note 2 – Basis of Presentation

In the course of its life the Company has had limited operations, and has a working capital deficit. This raises substantial doubt about the Company’s ability to continue as a going concern.

The Company believes it can raise capital through equity sales and borrowing to fund its marketing and operating activities. Management believes this will contribute toward its operations and subsequent profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 3 – Related Party Events

The Company currently has an office located at an address maintained by the President on a rent free basis.

Note 4 – Capital Stock

The Company authorized 50,000,000 shares of $.001 par value common stock. Through January 31, 2010, the Company issued a total of 22,044,500 shares raising $26,750.

On November 7, 2007 the Company issued 22,937,500 shares of $.001 par value common stock for services valued at $22,938 or $.001 per share.

- 26 -

Univest tech, Inc.

(A Development Stage Company)

Notes to Financial Statements

The Period November 6, 2007 (inception) through October 31, 2010

The Year Ended October 31, 2010 and 2009

Note 4 – Capital Stock (continued)

On August 8, 2008 the Company completed its private offering and issued 107,000 shares of $.001 par value common stock for $26,750 or $.25 per share. The Company incurred offering expenses totaling $25,000. These expenses directly reduced the offering proceeds of $26,750 resulting in net funds received of $1,750.

The Company authorized 1,000,000 shares of $.10 par value, preferred stock, to have such preferences as the Directors of the Company may assign from time to time. No preferred stock is either issued or outstanding as of October 31, 2009.

The Company has declared no dividends through October 31, 2010.

Note 5 - Income Taxes

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC 740. At October 31, 2010 and October 31, 2009, the Company had approximately $48,024 and $37,506 in unused federal net operating loss carryforwards, which begin to expire principally in the year 2028. A deferred tax asset at each date of approximately $9,605 and $7,501 resulting from the loss carryforwards has been offset by a 100% valuation allowance. The change in the valuation allowance for the periods ended October 31, 2010 and October 31, 2009 was approximately $2,104 and $2,406..

Note 6 - Note Payable

The Company at October 31, 2010 and October 31, 2009 had an outstanding note payable for $25,000 to a company related by common control, unsecured, bearing an interest rate at 8% per annum and due on demand. Interest expense under the note for the years ended October 31, 2010 and 2009 was $2,000 each year. For the years ended October 31, 2010 and 2009 accrued interest payable was $5,966 and $3,966.

- 27 -

ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.

ITEM 9A(T). CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act. As a result of this evaluation, we identified no material weaknesses in our internal control over financial reporting as of October 31, 2010. Accordingly, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of October 31, 2010.

Management’s Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under the Exchange Act. Our internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U. S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

ii. provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our consolidated financial statements in accordance with U. S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of October 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Management has concluded that our internal control over financial reporting was effective as October 31, 2010.

- 28 -

Inherent Limitations Over Internal Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting.

We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K.

ITEM 9B. OTHER INFORMATION.

Nothing to report.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Set forth below are the names of the directors and officers of the Company, all positions and offices with the Company held, the period during which he has served as such, and the business experience during at least the last five years:

Name	Age	Positions and Offices Held

Patrick Womack	29	President, Secretary-Treasurer, Director

Tim Tucker	46	Director

- 29 -

Mr. Womack has been our President, Treasurer and a Director since our inception. From 2006 to the present, he has been the President of UNI Royalties, Ltd., Oil & Gas Royalty Company, Primal Energy, LLC, UNI Royalty Group, Ltd, and Univestors, Inc., all private oil and gas drilling and production companies. He is also a principal of Energy Keywords, LLC, Cloud Information and Search Technology Company, Laughing Software, LLC, an O.S. Mobile Application and Software Development Company, Savvy Royalties, Ltd, a Royalty Investment Company,From 2004 to 2006, he was President of RS Digital Media, Inc., a private company which was engaged in consulting with various internet marketing companies and web developers. He has had experience in the development of websites and internet solutions since 2004. In 2007, he formed Univest, Inc., a Colorado corporation which was a company whose plan was to provide investment capital and consulting to new ventures. At the present time, Univest, Inc is dormant. He graduated from the University of Northern Colorado in 2005. Mr. Womack plans to devote a minimum of twenty hours per month to the activities of our company.

Mr. Tucker has been a Director since our inception. From 1986 to the present, he has been the Chief Executive Officer of the Tucker Companies, of Denver, Colorado, which are three private companies in the business of general commercial construction and providing consulting relating to these activities. From 2005 to the present, he has also been a principal of Direct Music, a private music technology publishing and production company and the Assured Venture Group, which is private company providing business plan consulting to small business organizations.

He was the founder and Chief Executive Officer of AXAS Technology for 2001 to 2003, which was a private company in the business of Technology XML. From 1999 to 2000, he was involved with GoControls, which was a private company in the business of Creating Technology Supply Chain. Mr. Tucker received his education at University of Nebraska. Mr. Tucker plans to devote a minimum of ten hours per month to the activities of our company.

Neither of these officers or directors are involved, or have been involved in the past five years, in any legal proceedings that are material to an evaluation of their ability or integrity.

Family Relationships

There are no family relationships among our directors and executive officers. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it. No director or executive officer has been convicted of a criminal offense within the past five years or is the subject of a pending criminal proceeding. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. No director or officer has been found by a court to have violated a federal or state securities or commodities law.

Committees of the Board of Directors

There are no committees of the Board of Directors.

- 30 -

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and directors and persons owning more than ten percent of the Common Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in its Form 10-K and proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during the most recent year or prior years. We have nothing to report in this regard.

Code of Ethics

Our board of directors has not adopted a code of ethics but plans to do so in the future.

Options/SAR Grants and Fiscal Year End Option Exercises and Values

We have not had a stock option plan or other similar incentive compensation plan for officers, directors and employees, and no stock options, restricted stock or SAR grants were granted or were outstanding at any time.

Item 11. EXECUTIVE COMPENSATION

Our officer and director does not receive any compensation for his services rendered to us, nor have he received such compensation in the past. As of the date of this registration statement, we have no funds available to pay our officer and director. Further, our officer and director is not accruing any compensation pursuant to any agreement with us. We have no plans to pay any compensation to our officer and director in the future.

None of our officers and director will receive any finder’s fee, either directly or indirectly, as a result of his efforts to implement our business plan outlined herein.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following sets forth the number of shares of our $.0.001 par value common stock beneficially owned by (i) each person who, as of October 31, 2010, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officers and Directors as a group. A total of 23,044,500 common shares were issued and outstanding as of October 31, 2010.

- 31 -

Name and Address	Amount and Nature of	Percent of
of Beneficial Owner	Beneficial Ownership (1)(2)	Class

Patrick Womack	22,000,000	95.47%
11805 E. Fair Ave
Greenwood Village, CO 80111

Tim Tucker	15,000	.07%
11805 E. Fair Ave
Greenwood Village, CO 80111

All Officers and Directors as a Group	22,015,000	95.54%
(two persons)

_______________

(1) All ownership is beneficial and of record, unless indicated otherwise.

(2) The Beneficial owner has sole voting and investment power with respect to the shares shown.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We currently occupy approximately 500 square feet of office space which we is provided by our President and largest shareholder on a rent-free basis.

As of October 31, 2010, we had an outstanding note payable for $25,000 to a company controlled by our President, Mr. Womack. This note is unsecured, bearing interest at 8% per annum and due on demand.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent auditor, Ronald R. Chadwick, P.C., Certified Public Accountants, was paid an aggregate of $7,500 for the year ended October 31, 2010 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in its quarterly reports. This firm billed an aggregate of $7,500 for the year ended October 31, 2009 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in its quarterly reports.

We do not have an audit committee and as a result our board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

- 32 -

ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.

The following financial information is filed as part of this report:

(a) (1) FINANCIAL STATEMENTS

(2) SCHEDULES

(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

Exhibit Number	Description

3.1*	Articles of Incorporation
3.2*	Bylaws
10.1*	Form of Subscription Agreement
31.1	Certification of CEO/CFO pursuant to Sec. 302
32.1	Certification of CEO/CFO pursuant to Sec. 906

* Previously filed with Form S-1 Registration Statement, May 18, 2009

SIGNATURES

In accordance with Section 12 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 on February 14, 2011.

	UNIVEST TECH, INC.

	By:	/s/ Patrick Womack
		Patrick Womack,
		Chief Executive Officer and President (principal executive officer and principal financial and accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.


Date: February 14, 2011	By:	/s/ Patrick Womack
		Patrick Womack,
		Director

- 33 -

EX-31.1 2 univest10k10311x310_2112011.htm EXHIBIT 31.1 univest10k10311x310_2112011.htm

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick Womack, certify that:

1) I have reviewed this annual report of Univest Tech, Inc. on Form 10-K;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have;

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.


Date: February 14, 2011	By:	/s/ Patrick Womack
		Patrick Womack
		Chief Executive Officer
		Chief Financial Officer

EX-32.1 3 univest10k103110x32_2112011.htm EXHIBIT 32.1 univest10k103110x32_2112011.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT 0F 2002

In connection with the Annual Report of Univest Tech, Inc. (the Company") on Form 10-K for the period ended herein as filed with the Securities and Exchange Commission (the "Report"), I. Patrick Womack, Chief Executive and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fully presents, in all material respects, the financial condition and results of operations or the Company.

		Univest Tech, Inc.
Date: February 14, 2011	By:	/s/ Patrick Womack
		Patrick Womack
		Chief Executive Officer
		Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----

Colorado	26-1381565
(State or other jurisdiction	(IRS Employer File Number)
of incorporation)


11805 E. Fair Ave
Greenwood Village, Colorado	80111
(Address of principal executive offices)	(zip code)

Large accelerated filer []	Accelerated filer []
Non-accelerated filer [] (Do not check if a smaller reporting company)	Smaller reporting company [X]


PART I

Item 1. Business	3

Item 1A. Risk Factors	7

Item 2. Property	11

Item 3. Legal Proceedings	11

Item 4. Submission of Matters to a Vote of Security Holders	11

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11

Item 6. Selected Financial Data	13

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	13

Item 7A. Quantitative and Qualitative Disclosures About Market Risk	18

Item 8. Financial Statements and Supplementary Data	18

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	28

Item 9A(T). Controls and Procedures	28

Item 9B. Other Information	29

PART III

Item 10. Directors, Executive Officers and Corporate Governance	29

Item 11. Executive Compensation	31

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31

Item 13. Certain Relationships and Related Transactions, and Director Independence	32

Item 14. Principal Accountant Fees and Services	32

Item 15. Exhibits Financial Statement Schedules	33

Financial Statements pages	19 thru 27

Signatures	33

·	Song royalty
·	Sales of CD’s and downloads
·	Ring tone revenue
·	Video
·	Gaming

	1.	Event Ticket Sales
	2.	Music Media Sales
	3.	Merchandise Sales
	4.	Promotional/Sponsorship and Advertising Revenue
	5.	Web traffic sales driven from event

	1.	Selling where music and technology are sold together direct to the consumer online on a website yet to be developed by us; and

	2.	React in a market driven manner to ensure consumer demand is met in real-time. This will involve providing prompt response to consumer demand through Internet sales.