SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM 10-K

~~x ANNUAL~~[X] ~~REPORT~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2010~~2011

~~¨ TRANSITION~~[ ~~REPORT~~] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number ~~333~~000-131224

UNIVERSAL TRACKING SOLUTIONS, INC.

(Name of small business issuer in its charter)

Nevada		20-5249860
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
3317 S. Higley Road, Suite 114-475 Gilbert, AZ		85297
3190 S. Gilbert Rd. Chandler, AZ		85286
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number: 877-279-8877

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

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

Indicate by check mark if ~~the~~ the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ¨[] No x[X].

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ [] No x[X].

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for ~~the~~ the past 90 days. Yes ¨ []. No x[X].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x[X].

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:

Large accelerated filer ¨ [] Accelerated filer ¨ [] Non-accelerated filer ¨ [] Smaller reporting company x[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨[] No x [X]

The number of shares outstanding of each of the Registrant’s classes of common stock, as of December 31, ~~2010~~2011 was 2022,124,373 shares, all of one class, $0.0001 par value per share.

The Registrant’s common stock is currently listed on the Pink Sheets under the symbol UTRK. As of December 31, ~~2010~~2011, it was trading at $0.~~0013~~025. Accordingly, the aggregate “market value” of the outstanding shares held by non-affiliates, based upon the price listed on the Pink Sheets on December 31, ~~2010~~2011, is $14337,~~970~~877.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are herewith incorporated by reference: NONE

UNIVERSAL TRACKING, INC.

TABLE OF CONTENTS

	PART I
ITEM 1	BUSINESS	34
ITEM 1A	RISK FACTORS	67
ITEM 1B	UNRESOLVED STAFF COMMENTS	1213
ITEM 2	PROPERTIES	1213
ITEM 3	LEGAL PROCEEDINGS	1213
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	1213
	PART II
ITEM 5	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	1314
ITEM 6	SELECTED FINANCIAL DATA	1314
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1415
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1516
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	1516
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	1516
ITEM 9A	CONTROLS AND PROCEDURES	1516
ITEM 9B	OTHER INFORMATION	1617
	PART III
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	1718
ITEM 11	EXECUTIVE COMPENSATION	1819
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	1819
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	2021
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	2021
	PART IV
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	2122

PART I

Explanatory Note

This Annual Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1. BUSINESS

Merger

On May 2, 2008, the shareholders of UTS entered into a share exchange agreement with Dynamic Merger Shell, Inc. (later amended to substitute Dynamic Merger Sub, Inc.), a wholly-owned subsidiary of the Issuer. The share exchange agreement is included in a 14C filed with the Securities and Exchange Commission on September 18, 2008. The acquisition of UTS as a subsidiary of the Issuer was ~~consummated~~ consummated on October 8, 2008.

The ~~Share~~ Share Exchange Agreement between Dynamic and the Shareholders of Universal Tracking Solutions, Inc. (the “Plan of Share Exchange”) generally provides for the following:

1) Universal Tracking Solutions, Inc. will become a wholly-owned subsidiary of Dynamic Natural Resources, Inc. upon the execution of the terms of the Plan of Share Exchange and compliance with the requirements of the laws of Nevada with respect to share exchange transactions;

2) Dynamic Natural Resources, Inc. shall issue and deliver to UTS shareholders Seven Million Eighty-Two Thousand Five Hundred (7,082,500) shares of Dynamic’s validly issued, fully-paid and non-assessable restricted Common Stock, $0.0001 par value per share in exchange for UTS’ shareholders’ transfer of their 64% ownership interest in UTS or 7,082,500 book entry shares of UTS common stock, $0.0001 par value per share (the "UTS Shares") constituting all of the issued and outstanding capital stock of UTS not owned by Dynamic Natural Resources, Inc., upon the terms, provisions, and conditions and for the consideration hereinafter set forth in the Share Exchange Agreement, and thereby making UTS a wholly-owned subsidiary of the Issuer;

3) Upon the effectiveness of the Plan of Share Exchange, each outstanding share of Universal Tracking Solutions, Inc. will be converted into a single share of Dynamic Natural Resources, Inc. without any action on the part of the holder thereof; and

4) The Plan of Share Exchange shall be effected by the filing of respective articles and plans of share exchange with the State of Nevada Secretary of State.

5) Dynamic Common Stock Certificates will be distributed after the Effective Date of the Plan of Share Exchange. The Effective Date will occur at least 20 days after the filing of an Information Statement with the SEC and at least 10 days after mailing of the Information Statement to the Issuer’s shareholders.

6) UTS shareholders of record as of May 1, 2008 are eligible to participate in the share exchange.

The determination of the exchange ratio in the share exchange was based on the relative degree of control UTS’ controlling shareholders agreed to relinquish in in exchange for the potential benefits that ownership of a public issuer may offer, on the one hand, and, on the other hand, the assurance of continued opportunities to increase the value of Issuer holdings.

At the Effective Date of the share exchange, holders of UTS common stock ceased to be stockholders of UTS and will no longer have any rights as UTS stockholders, other than the right to receive the applicable consideration in the share exchange. After the Effective Date, there will be no transfers on UTS’ stock transfer books of any shares of UTS common stock.

~~Page~~The term sheet also contained a condition 3precedent to the Share Exchange Agreement that the Issuer shall have effected a reverse split of its common stock and have issued a stock dividend to the September 15, 2006 shareholders of the Issuer. These actions occurred in April 2008.

~~The~~Changes ~~term sheet also contained a condition precedent~~ to the ~~Share~~Board ~~Exchange Agreement that the Issuer shall have effected a reverse split~~ of ~~its~~Directors ~~common stock~~ and ~~have issued~~Executive ~~a stock dividend to the September 15, 2006 shareholders of the Issuer. These actions occurred in April 2008.~~Officers

~~Changes~~Effective toApril 2010, the Board of Directors accepted the resignation of Mr. Terry Horne. Keith A. Tench and ~~Executive~~Daniel ~~Officers~~Seifer are currently the only officers and directors.

~~Effective April~~Accounting ~~2010, the Board of Directors accepted the resignation of Mr. Terry Horne. Keith A. Tench and Daniel Seifer are currently the only officers and directors.~~Treatment

~~Accounting~~The merger was accounted for as a reverse acquisition ~~Treatment~~and recapitalization. UTS is the acquirer for accounting purposes and Dynamic is the issuer. Accordingly, UTS’ historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger. Operations prior to the transaction are those of UTS. Earnings per share for the period prior to the transaction are restated to reflect the equivalent number of shares outstanding.

The ~~merger~~ was accounted for as a reverse acquisition and recapitalization. UTS is the acquirer for accounting purposes and Dynamic is the issuer. Accordingly, UTS’ historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger. Operations prior to the transaction are those of UTS. Earnings per share for the period prior to the transaction are restated to reflect the equivalent number of shares outstanding.Company

~~The~~Universal Tracking Solutions, Inc. was incorporated on July 19, 2006 in the state of Nevada (hereinafter “UTS”, “we”, “us”, or the “Company”). UTS is a provider of Global Positioning Satellite (“GPS”) asset tracking systems. Our systems are typically applied to monitor fleets of motor vehicles.

~~Universal Tracking~~UTS ~~Solutions,~~produces ~~Inc.~~and ~~was~~services ~~incorporated~~a onworld ~~July~~wide ~~19,~~web-based asset ~~2006~~tracking intechnology ~~the~~primarily ~~state~~designed ~~of Nevada~~to ~~(hereinafter~~track ~~“UTS”,~~the ~~“we”~~location, ~~“us”~~speed, orand ~~the~~heading ~~“Company”).~~of ~~UTS~~a iscustomer’s amotor ~~provider~~vehicle ofin real ~~Global~~time. ~~Positioning~~Customers ~~Satellite~~purchase ~~(“GPS”)~~and ~~asset~~install ~~tracking~~our ~~systems~~monitoring device in their motor vehicle. Using ~~Our~~integrated ~~systems~~GPS ~~are~~and wireless ~~typically~~communications ~~applied~~technologies, the device broadcasts data to UTS. Customers then use our proprietary web site to remotely monitor and ~~fleets~~control oftheir motor ~~vehicles~~vehicle containing the UTS device, whether the vehicle is in authorized or unauthorized use.

UTS ~~produces~~’ ~~and~~software ~~services~~platform acan ~~world~~be ~~wide web-based asset tracking technology primarily~~customized ~~designed~~ to ~~track~~ the ~~location, speed, and heading of a~~ customer’s ~~motor vehicle in real time~~needs. ~~Customers~~Our ~~purchase~~applications and ~~install~~code ~~our~~are ~~monitoring~~written ~~device~~on inan ~~their motor~~open ~~vehicle. Using~~interface ~~integrated~~so ~~GPS~~we ~~and~~can ~~wireless~~integrate ~~communications technologies,~~with ~~the~~legacy ~~device broadcasts data to UTS~~systems worldwide. ~~Customers~~Key ~~then~~features ~~use~~of our ~~proprietary~~ ~~web~~GPS ~~site~~tracking tosystems ~~remotely monitor and control their motor vehicle containing the UTS device, whether the vehicle is in authorized or unauthorized use.~~include:

~~UTS’~~· Real-time ~~software~~location ~~platform can be customized to the customer’s needs. Our applications and code are written on an open interface so we can integrate with legacy systems worldwide. Key features of our GPS~~ tracking ~~systems include:~~

· ~~Real-time~~Historical location tracking

· ~~Historical~~Alarm ~~location tracking~~monitoring

· ~~Alarm~~Device ~~monitoring~~configuration

· ~~Device~~System configuration

~~· System~~The market for GPS ~~configuration~~tracking technologies is growing. While we currently target our products to the automotive segment of the GPS market, our products and services can be used to track any physical object in which our monitoring box can be installed. Our tracking units can be used as an effective asset management solution to a variety of organizations seeking to track assets.

~~The market~~UTS ~~for~~targets ~~GPS~~mid-level ~~tracking~~enterprise ~~technologies is growing. While we currently target our~~customers ~~products~~who tohave ~~the~~fleets ~~automotive segment~~ of ~~the~~trucks, ~~GPS~~trailers, ~~market~~delivery vans, ~~our~~heavy ~~products~~equipment, generators, and ~~services can~~mobile bemini ~~used~~storage tounits. ~~track~~Our ~~any~~target ~~physical~~industries include: ~~object~~construction, inelectrical, ~~which~~transportation, ~~our~~plumbing, ~~monitoring~~delivery ~~box~~and ~~can be installed~~government. ~~Our~~In ~~tracking~~Mexico ~~units~~our ~~can~~target beindustries ~~used~~include ~~as an effective asset management~~all ~~solution~~of tothe aabove ~~variety~~plus ofvehicle ~~organizations~~theft ~~seeking~~and topersonal ~~track assets~~safety applications.

~~UTS targets~~Products ~~mid-level enterprise customers who have fleets of trucks, trailers, delivery vans, heavy equipment, generators,~~ and mobile mini storage units. Our target industries include: construction, electrical, transportation, plumbing, delivery and government. In Mexico our target industries include all of the above plus vehicle theft and personal safety applications.Services

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

~~The physical~~We ~~product~~currently isoffer atwo ~~small~~main ~~black box, approximately 2~~products.~~6”W~~ ~~x 3.5”L x 1.05”H. It~~First ~~operates~~is bya ~~two~~fleet ~~modems~~tracking ~~inside~~device ~~the~~that ~~unit.~~can ~~The~~perform ~~GPS~~all ~~modem~~of ~~captures~~ the ~~location, speed,~~services ~~heading~~that ~~while~~we ~~the~~offer. ~~memory~~The insecond ~~the~~is ~~box,~~a ~~captures~~finance ~~runtime,~~or ~~start/stop~~dealership ~~and~~product that ~~other~~performs ~~types~~a oflimited ~~data~~number ~~requested~~of ~~by the customer~~functions. ~~The~~Generally, ~~cellular~~starter ~~modem~~disable ~~then~~and ~~transmits all~~GPS ~~that~~location ~~data~~when ~~back~~a tovehicle ~~our~~needs ~~server via GPRS or CDMA which is then accessible~~ to ~~the~~ ~~customer~~be ~~to view~~recovered.

~~We currently~~UTS ~~offer~~provides ~~two~~customers ~~main~~with ~~products.~~an ~~First~~installation guide isand awiring ~~fleet~~harness. ~~tracking~~Once ~~device~~the ~~that~~unit ~~can perform~~is ~~all~~installed, ofcustomers use the ~~services~~product ~~that~~by wegoing ~~offer.~~to ~~The~~our ~~second~~website, iswww.totallocate.com, and entering in a ~~finance~~login orand ~~dealership product~~password that ~~performs~~they aselect ~~limited~~and ~~number~~their ofvehicles ~~functions~~will all be accessible for tracking. ~~Generally,~~In ~~starter~~addition ~~disable~~to tracking and ~~GPS~~monitoring ~~location when~~ a vehicle, ~~needs~~customers tocan bealso ~~recovered~~control certain functions. For example, our services can include:

~~Page 4~~· GPS Location determined through the Internet · Lock and unlock doors · Enable and disable starter · Low battery and oil level notification

~~UTS provides~~· ~~customers~~Speed ~~with an installation guide~~ and ~~wiring~~direction ~~harness.~~detection ~~Once~~· ~~the~~Real ~~unit is~~time ~~installed,~~stolen customers use the product by going to our website, www.totallocate.com, and entering in a login and password that they select and their vehicles will all be accessible for tracking. In addition to tracking and monitoring a vehicle, ~~customers~~location ~~can~~· ~~also~~Alarm ~~control certain~~ functions. ~~For~~· ~~example, our~~Outside ~~services~~of ~~can~~boundary ~~include:~~notification (Geofence)

· ~~GPS~~Start/Stop ~~Location~~reports ~~determined~~· ~~through~~Idle ~~the~~Alerts ~~Internet~~· Engine Hour run time

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

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

·Typical ~~Low~~Revenue ~~battery~~Producing ~~and~~Transaction ~~oil level notification~~

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

·We ~~Real~~recognize revenue at the time ~~stolen~~that ~~vehicle~~all ~~location~~services have been substantially completed.

·Strategic ~~Alarm~~Relationships ~~functions~~

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

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

·The ~~Idle~~Market ~~Alerts~~

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

~~The software~~Our ~~support tools that we offer start with a Diagnostics application that the~~ customer ~~can~~base ~~run for any unit in their fleet. The support application will tell them if the unit~~ is ~~not~~spread ~~receiving~~throughout ~~a strong GPRS or GPS signal,~~ the ~~power~~ ~~voltage~~United isStates. ~~too~~Our ~~low~~current tofocus ~~properly~~is ~~power~~in the ~~unit~~West and ifSouthwest ~~their~~United aStates. ~~malfunction~~We ofcurrently ~~some type~~have ~~with~~over ~~the~~5,000 ~~unit~~units in service.

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

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

~~UTS~~We ~~sells GPS~~believe ~~tracking~~that ~~units~~we ~~and~~face ~~provides~~competition onfrom ~~going services and support related to the~~companies ~~units.~~selling ~~Revues~~similar ~~are~~tracking ~~generated~~products ~~from~~such ~~both~~as ~~the~~LoJack® ~~sale~~and ~~of the unit~~OnStar®, asvehicle ~~well~~alarms asand ~~the~~third ~~on going~~party ~~maintenance~~warranty and ~~support~~insurance ~~the~~ products~~. Approximately 70% of our sales are~~; ~~recurring~~not inbecause ~~nature. Once a unit is sold,~~ the ~~customer~~products ~~pays~~are acomparable ~~monthly monitoring fee~~ to ~~stay~~the ~~connected~~products towe ~~their units~~offer, ~~similar~~but tobecause athey ~~security~~are ~~monitoring~~competing ~~or cellular~~for ~~phone~~available ~~fee.~~consumer ~~Our~~funds ~~monthly plans range from $12 - $49.99 depending on the~~in ~~size of~~ the ~~fleet~~automobile security and ~~the extent of the~~ tracking ~~servicesprovided~~products after-market.

~~We recognize~~Unlike ~~revenue~~other atcompetitors in the ~~time~~market, ~~that~~UTS is ~~all~~web ~~services~~based ~~have~~and ~~been~~allows ~~substantially~~users to pinpoint location, speed, direction, as well as manage complex fleet solutions from any web based ~~completed~~environment. Additionally, we offer a customized package of hardware and software services rather than are packaged solution.

~~Strategic Relationships~~Employees

UTS ~~has~~also utilizes ~~several~~both ~~distribution~~internal ~~partners~~and ~~who~~independent ~~are~~sales ~~strategically~~forces, ~~focused~~as onwell ~~large~~as ~~scale applications.~~a Wevarying ~~are~~number ~~also~~of ~~working~~independent ~~with~~dealers. ~~master~~UTS ~~distributors~~has to15 ~~expand~~dealers ~~out~~in ~~point~~the ofUnited ~~presence~~States inand ~~the~~4 ~~marketplace.~~in AMexico ~~copy~~who ofpurchase ~~our~~devices ~~distribution~~and ~~agreement~~service isfrom ~~included in~~ the ~~exhibits.~~Company ~~Partnering~~at wholesale ~~with~~rates ~~companies~~and ~~who~~resell ~~have~~the ~~experience selling into~~product ~~verticals~~under ~~such~~their asown ~~finance,~~companies ~~construction,~~name ~~fleet~~ and ~~automotive~~affiliation. ~~has~~The ~~been~~dealers ~~our~~can ~~focus as~~also wesell ~~move~~under ~~further toward creating a niche in~~ the ~~marketplace.~~ UTS ~~also~~company ~~has strategic~~affiliation ~~relationships~~and ~~with~~utilize aexisting marketing ~~variety~~materials. The ofinternal ~~vendors~~sales ~~who~~force ~~supply~~sells ~~various~~to ~~products~~ and ~~software~~supports ~~support~~these dealers. ~~This~~The ~~includes~~internal ~~the~~sales ~~manufacturing~~force ofalso ~~our tracking units,~~sells ~~mapping~~directly ~~software,~~to ~~cellular~~businesses ~~coverage, etc~~nationwide.

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

~~UTS currently~~Our ~~has~~executive ~~approximately~~offices 26are ~~distributors~~located ~~nationwide~~at to3190 ~~sell~~S. Gilbert ~~our~~Rd., ~~product direct~~Chandler, toAZ ~~customers~~85286. ~~UTS~~Out ~~also~~telephone ~~has~~number anis ~~internal~~877-279-8877. ~~sales~~Our ~~force,~~executive ~~consisting~~offices ofare ~~five~~leased on a quarter-by-quarter ~~employees,~~basis. ~~that~~Payments ~~sells~~are ~~directly~~made toin ~~larger~~advance ~~customers~~and there are no on-going lease obligations. The current lease rate is $1,200 per year.

~~The Market~~ITEM 1A – RISK FACTORS

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

~~Our customer base is spread throughout the United States. Our current focus is in the West and Southwest United States.~~ We ~~currently~~make ~~have~~estimates ~~over~~of ~~650~~our ~~units~~future in forward-looking ~~service.~~statements

~~Page~~The statements contained in this prospectus 5that are not historical fact are "forward-looking statements," which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "should," or "anticipates," the negatives thereof or other variations thereon or comparable terminology, and include statements as to the intent, belief or current our expectations with respect to the future operations, performance or position. These forward-looking statements are predictions. We cannot assure you that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented with numerical specificity, these forward-looking statements are based upon a variety of assumptions relating to our business, which, although currently considered reasonable by us, may not be realized. Because of the number and range of the assumptions underlying our forward-looking statements, many of which are subject to significant uncertainties and contingencies beyond our reasonable control, some of the assumptions inevitably will not materialize and unanticipated events and circumstances may occur subsequent to the date of this prospectus. These forward-looking statements are based on current information and expectation, and we assume no obligation to update them at any stage. Therefore, our actual experience and results achieved during the period covered by any particular forward-looking statement may differ substantially from those anticipated. Consequently, the inclusion of forward-looking statements should not be regarded as a representation by us or any other person that these estimates will be realized, and actual results may vary materially. We can not assure that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate.

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

~~Several~~To maintain competitiveness in our industry ~~competitors~~we ormust ~~potential~~support ~~competitors~~and ~~are~~enhance ~~marketing~~our orexisting ~~have~~products ~~announced~~and ~~the~~ develop new products in response to market demands. Product development involves a high degree of ~~products,~~risk ~~including~~and ~~those~~uncertainty ~~that~~due ~~are~~to ~~based~~unforeseen ondifficulties ~~GPS~~and ~~technology~~costs. We may not be successful in developing, marketing ~~also~~and ~~believe~~releasing new products that ~~makers~~we ofbelieve ~~auto~~are ~~theft~~necessary ~~prevention~~to ~~devices~~respond ~~and~~to ~~GPS~~technological ~~devices~~developments, ~~can~~evolving beindustry standards ~~viewed~~or aschanging ~~competition~~customer requirements. ~~Several~~In ofaddition, our new product enhancements may not adequately meet the ~~competitors~~requirements of the marketplace and ~~potential~~may ~~entrants~~not ~~into~~ achieve the ~~vehicle~~broad ~~tracking~~ market ~~have~~acceptance ~~greater~~necessary ~~resources~~to ~~than~~generate wesignificant dorevenues. InIf ~~addition,~~the release date of any future products ~~there~~or ~~can~~enhancements beis nodelayed, ~~assurance~~or ~~that~~if athese ~~competitor~~products ~~will~~or ~~not~~enhancements ~~develop~~fail ato ~~system~~achieve ~~which~~market acceptance when released, our revenues ~~would~~may ~~compete~~decrease, ~~with~~we ormay not be ~~superior~~able to recover our ~~systems~~costs and our competitive position may be harmed.

~~We believe~~Repeat ~~that~~sales weto ~~face~~existing ~~competition~~customers ~~from companies selling similar tracking~~will ~~products~~occur ~~such~~so long as ~~LoJack®~~our ~~and~~customers ~~OnStar®,~~acquire ~~vehicle~~new ~~alarms~~vehicles and ~~third~~purchase ~~party~~our ~~warranty and~~tracking ~~insurance~~system ~~products; not because the products are comparable to the products we offer, but because they are competing~~ for ~~available consumer funds in~~ the ~~automobile~~ ~~security~~newly ~~and~~acquired ~~tracking products after-market~~vehicle.

~~Unlike other~~One ~~competitors~~tracking indevice ~~the market, UTS~~ is ~~web~~installed ~~based~~per ~~and~~vehicle. Repeat sales ~~allows~~to ~~users~~existing tocustomers ~~pinpoint location,~~will ~~speed,~~reasonably ~~direction,~~occur aswhen ~~well~~the ascustomer ~~manage~~acquires ~~complex~~an ~~fleet~~additional ~~solutions~~vehicle ~~from~~and ~~any web~~chooses ~~based~~to ~~environment.~~install ~~Additionally,~~our wetracking device ~~offer~~in athe ~~customized~~newly ~~package~~acquired ofvehicle. ~~hardware and~~We ~~software~~may ~~services~~Therefore, ~~rather~~we ~~than~~experience ~~are~~customer ~~packaged~~fleet ~~solution.~~saturation

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

~~UTS currently~~Consumer ~~has~~spending 5in ~~full-time~~the ~~employees.~~automobile ~~UTS~~industry is ~~also~~often ~~utilizes~~discretionary ~~both internal~~ and ~~independent~~ ~~sales~~may ~~forces,~~decline asduring ~~well~~economic asdownturns, awhen ~~varying~~consumers ~~number~~have ofless ~~independent~~disposable ~~dealers~~income. ~~UTS~~ ~~has~~Our 15primary ~~dealers in the United States and 4 in Mexico who purchase devices and~~focus ~~service~~for ~~from~~domestic ~~the~~growth ~~Company~~involves ~~at wholesale~~increasing ~~rates~~our ~~and~~sales ~~resell~~through ~~the~~existing ~~product under~~automobile ~~their~~dealer ~~own~~channels ~~companies name~~ and ~~affiliation~~markets. ~~The~~Consequently, ~~dealers~~any ~~can~~change in ~~also~~general ~~sell~~economic ~~under the~~conditions ~~UTS~~resulting ~~company~~in ~~affiliation~~a ~~and~~significant ~~utilize~~decrease ~~existing~~in ~~marketing materials. The~~dealer ~~internal~~automobile sales ~~force~~could ~~sells~~adversely toimpact ~~and~~our ~~supports these~~future ~~dealers.~~revenues ~~The~~and ~~internal sales force also sells directly to businesses nationwide~~earnings.

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

~~Our~~We may be subject to infringement claims as ~~executive~~the ~~offices~~number ~~are~~of ~~located~~products atand ~~3317~~competitors Sin our industry grows. ~~Higley~~It Rdis possible that we will inadvertently violate the intellectual property rights of other parties and those third parties may choose to assert infringement claims against us., ~~Suite~~If ~~114-475~~we are unsuccessful in any litigation based on a claim of infringement, ~~Gilbert~~in addition to exposure to substantial damages, AZwe could be required to expend ~~85297.~~considerable ~~Out~~resources ~~telephone~~to ~~number~~modify isour ~~877~~products, to develop non-~~279-8877.~~infringing ~~Our~~technology ~~executive~~or ~~offices~~to ~~are~~obtain ~~leased~~licenses onto permit our continued ause ~~quarter-by-quarter~~of ~~basis~~the technology that is the subject matter of the litigation. ~~Payments~~If we are ~~made~~unsuccessful inat ~~advance~~these ~~and~~endeavors ~~there~~we ~~are~~may nobe enjoined from using the technology subject to the infringement claim which, depending on~~-going~~ ~~lease~~its ~~obligations~~importance to our product line and business, could cause us to incur substantial liabilities and could adversely affect our profits, perhaps significantly. ~~The~~In ~~current~~addition, ~~lease~~any future ~~rate~~litigation isto $1defend ourselves against allegations that we have infringed the rights of others could result in substantial costs to us,~~200~~ ~~per~~impede the development and sale of the affected product or intellectual property and divert the efforts of our technical ~~month~~and management personnel, even if we ultimately prevail.

~~ITEM~~We depend on a limited number of third parties 1Ato –manufacture ~~RISK~~and ~~FACTORS~~supply infrastructure components for our principal products. If our suppliers cannot provide the components or services we require, our ability to market and sell our products could be harmed.

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

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

~~The statements~~As ~~contained~~a inpublic ~~this~~company, ~~prospectus~~we ~~that~~will ~~are~~incur ~~not historical fact are~~significant ~~"forward-looking statements~~legal," ~~which~~accounting ~~can~~and beother ~~identified~~expenses bythat ~~the~~we ~~use~~did ~~of forward-looking~~not ~~terminology~~incur ~~such~~ as ~~"believes,"~~a ~~"expects,"~~private ~~"may,"~~company. ~~"should,"~~In ~~or "anticipates~~addition," the ~~negatives~~Sarbanes-Oxley ~~thereof~~Act orof ~~other variations thereon or comparable terminology~~2002, ~~and include statements~~ as ~~to the intent, belief or current our~~ ~~expectations~~well ~~with~~as ~~respect~~new torules ~~the~~subsequently ~~future~~implemented ~~operations,~~by ~~performance or position. These forward-looking statements are predictions. We cannot assure you that~~ the ~~future~~ ~~results indicated~~SEC, ~~whether~~have ~~expressed~~imposed orvarious ~~implied,~~new ~~will~~requirements beon ~~achieved.~~public ~~While sometimes presented with numerical specificity~~companies, ~~these~~including ~~forward-looking statements~~requiring ~~are~~changes ~~based~~in ~~upon~~corporate agovernance ~~variety of assumptions relating to our business, which, although currently considered reasonable by us, may not be realized~~practices. ~~Because~~Our ~~of the~~management ~~number~~ and ~~range~~other ofpersonnel ~~the~~will ~~assumptions~~need ~~underlying our forward-looking statements, many of which are subject~~ to ~~significant~~devote ~~uncertainties~~a ~~and contingencies~~substantial ~~beyond~~amount ~~our reasonable control, some~~ of ~~the assumptions inevitably~~time ~~will not materialize and unanticipated events and circumstances may occur subsequent~~ to ~~the~~these ~~date~~compliance ~~of this prospectus~~requirements. ~~These~~Moreover, ~~forward-looking~~these ~~statements~~rules ~~are based~~and onregulations ~~current~~will ~~information~~increase ~~and~~our ~~expectation,~~legal and wefinancial ~~assume~~compliance ~~no obligation to~~costs ~~update them at any stage. Therefore, our actual experience~~ and ~~results~~will ~~achieved during~~make ~~the~~some ~~period~~activities ~~covered~~more ~~by any particular forward~~time-~~looking~~consuming ~~statement~~and ~~may differ substantially from those anticipated~~costly. ~~Consequently,~~Expenses ~~the~~as ~~inclusion~~a result of ~~forward-looking~~ ~~statements~~our ~~should~~being ~~not be regarded as~~ a ~~representation~~public bycompany usinclude oradditional ~~any~~amounts ~~other~~for ~~person~~legal ~~that~~and ~~these~~accounting ~~estimates~~services, ~~will~~transfer beagent ~~realized~~fees, ~~and~~additional ~~actual~~insurance ~~results~~costs, ~~may vary~~printing ~~materially.~~and Wefiling ~~can~~fees ~~not~~and ~~assure~~fees ~~that any of these expectations will be~~for ~~realized~~investor orand ~~that~~public ~~any of the forward-looking statements contained herein will prove to be accurate~~relations.

~~Page~~The timing and amount of capital requirements 6are not entirely within our control and cannot accurately be predicted and as a result, we may not be able to raise capital in time to satisfy our needs.

~~Our~~If ~~growth~~we ~~depends~~do innot ~~part~~increase our revenue significantly onwe ~~the~~may ~~development~~need to procure additional financing. If capital is required, ~~production~~we may require financing sooner than anticipated. We have no commitments for financing, and ~~market~~we ~~acceptance~~cannot be sure that any financing would be available in a timely manner, on terms acceptable to us, or at all. Further, any equity financing could reduce ownership of ~~new~~existing ~~products~~shareholders ~~which~~and any borrowed money could involve restrictions on future capital raising activities and other financial and operational matters. If we were unable to obtain financing ~~cannot~~as ~~assure~~needed, ~~will~~we ~~happen~~could ~~successfully~~be bankrupt.

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

~~Repeat~~As ~~sales~~many toof ~~existing~~these firms have significantly stronger ~~customers~~name ~~will~~recognition ~~occur~~than soourselves, ~~long~~they asare ~~our~~in ~~customers~~a ~~acquire~~position ~~new~~to ~~vehicles~~quickly attract clients which are in need of products and ~~purchase~~services thus adversely impacting our ~~tracking~~potential ~~system~~pool of clients. Our sales and marketing structure is not proprietary and it would not be difficult for a company to offer similar services. Further, entry into the ~~newly~~marketplace ~~acquired~~by ~~vehicle~~new competitors is relatively easy especially considering their existing presences and their greater resources for financing, advertising and marketing.

~~One tracking~~We ~~device~~have isa ~~installed~~limited ~~per~~operating ~~vehicle. Repeat~~history ~~sales to existing~~and ~~customers~~have ~~will~~losses ~~reasonably~~which ~~occur~~we ~~when~~expect ~~the customer acquires an additional vehicle and chooses~~ to ~~install~~continue ~~our tracking device~~ in the ~~newly acquired vehicle~~future. WeAs ~~may Therefore~~a result, we ~~experience~~may ~~customer~~have ~~fleet~~to ~~saturation~~suspend or cease operations.

~~Economic~~We were ~~downturns~~incorporated ~~could~~on July 19, 2006. ~~reduce~~Thus, ~~the~~we ~~level~~have little operating history upon which an evaluation of ~~consumer~~our ~~spending~~future ~~within~~success ~~the~~or ~~automobile~~failure ~~industry,~~can ~~which~~be made. We have generated ~~could~~minimal ~~adversely~~revenue ~~affect~~since ~~demand~~our ~~for~~inception. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ~~products~~ability to procure new business and ~~services~~generate revenues.

~~Consumer spending~~Based inupon ~~the~~current ~~automobile~~plans, ~~industry~~we isexpect ~~often~~to ~~discretionary and may decline~~incur ~~during~~operating ~~economic~~losses ~~downturns,~~in ~~when~~future ~~consumers have less disposable income~~periods. ~~Our primary~~This ~~focus~~will ~~for~~happen ~~domestic~~because ~~growth involves increasing~~ our ~~sales~~minimum ~~through~~operating ~~existing automobile~~expenses ~~dealer~~continue ~~channels~~to ~~and~~exceed ~~markets.~~our ~~Consequently,~~projected ~~any change in general~~revenues. ~~economic~~Our ~~conditions~~failure ~~resulting~~to ingenerate asufficient ~~significant~~revenues ~~decrease~~ in ~~dealer~~the ~~automobile sales~~future ~~could~~may ~~adversely~~cause ~~impact~~us ~~our~~to ~~future~~suspend ~~revenues~~or ~~and~~cease ~~earnings~~operations.

IfWe aare ~~court~~dependent ~~determines~~on ~~that our~~the ~~technology~~services ~~infringes~~of onkey employees; ~~third~~do ~~parties’~~not ~~intellectual~~have ~~property,~~written weemployment ~~will~~agreements ~~likely face~~with ~~significant~~them ~~costs~~or ~~and~~have wetheir ~~may~~lives ~~lose~~insured, ~~our~~and ~~rights~~their todeparture ~~the~~could ~~technology,~~have ~~which~~a ~~would~~material ~~harm~~adverse ~~our~~effect ~~business~~upon us.

We ~~may~~have ~~be subject~~key toemployees ~~infringement~~that ~~claims~~are asan ~~the~~integral part ~~number~~ of ~~products and competitors in~~ our ~~industry~~ ~~grows.~~business, Itand ~~is possible that~~ we ~~will~~do ~~inadvertently~~not ~~violate~~have ~~the intellectual~~written ~~property~~employment ~~rights~~agreements ofwith ~~other~~them. ~~parties~~There ~~and~~can ~~those~~be ~~third~~no ~~parties~~assurance ~~may~~that ~~choose~~these employees towill ~~assert~~remain ~~infringement~~with ~~claims against~~ us. IfIn wethe ~~are~~event ~~unsuccessful~~that inwe ~~any litigation~~were ~~based~~to onlose aany ~~claim~~ of ~~infringement~~these employees, inthere ~~addition~~can tobe ~~exposure~~no ~~to substantial~~assurances ~~damages,~~that we ~~could~~would be ~~required to expend considerable resources to~~able ~~modify our products,~~ to ~~develop~~retain ~~non-infringing~~qualified ~~technology or to obtain licenses to permit our continued use of the technology that is the subject matter of the litigation~~staff. IfFurther, we ~~are~~do ~~unsuccessful~~not atmaintain ~~these~~any ~~endeavors~~key weman ~~may~~life beinsurance ~~enjoined~~policies ~~from using the technology subject to the infringement claim which, depending~~ on ~~its importance to~~ our ~~product~~officers ~~line~~ and/or ~~business, could cause us to incur substantial liabilities and could adversely affect our profits, perhaps significantly~~directors. ~~In addition~~Therefore, ~~any future litigation to defend ourselves against allegations that we~~ ~~have infringed~~ the ~~rights~~loss of ~~others could result in substantial costs to us, impede~~ the ~~development~~service ~~and sale~~ of ~~the~~either ~~affected product or intellectual property and divert the efforts~~ of our ~~technical~~employees ~~and~~could ~~management~~have ~~personnel,~~a ~~even~~material ifadverse ~~we ultimately~~effect ~~prevail~~upon us.

We ~~depend~~may onnot abe ~~limited number~~able ~~of third parties~~ to ~~manufacture~~generate ~~and supply infrastructure components for~~adequate ~~our~~revenue ~~principal~~to ~~products.~~meet If our ~~suppliers~~obligations ~~cannot provide the components or services we require, our ability to market~~ and ~~sell~~fund our ~~products~~operating ~~could be harmed~~expenses.

~~Currently we~~Even ~~rely~~if onwe ~~suppliers~~raise tosufficient ~~manufacture~~capital ~~our~~and ~~products.~~generate revenues ~~If our suppliers fails~~ to ~~supply~~ ~~these~~support ~~components in a timely manner that meet~~ our ~~quantity,~~operating ~~quality or cost requirements~~expenses, orthere ~~technical~~can ~~specifications,~~be weno ~~cannot~~assurances bethat ~~assured~~the ~~that~~revenue we will be ~~able~~sufficient to ~~access~~enable ~~alternative~~us ~~sources~~to ~~of these components within a~~develop ~~reasonable~~business ~~period~~to ~~of time or at commercially reasonable rates. A reduction or interruption in supply of products that we purchase from our suppliers, or~~ a ~~significant~~ ~~increase~~level inwhere ~~the~~it ~~price~~will ofgenerate ~~these~~profits ~~units, could have a material adverse effect on our marketing~~ and ~~sales~~cash ~~initiatives~~flows ~~regarding~~from ~~our products, which would hurt our business objectives and financial results~~operations.

~~Page~~UTS has substantially no financial resources 7which makes it difficult for us to raise capital or other financing. Absent financial resources, we will be unable to undertake programs designed to execute our business plan or expand our business.

AsUTS ahas ~~public~~extremely ~~company,~~limited ~~our~~financial resources ~~administrative~~and ~~costs~~has ~~will~~not beestablished ~~significantly~~a ~~higher~~source ~~than~~of ~~they~~equity ~~are~~or ~~now,~~debt ~~which~~financing. ~~will make~~If itwe ~~more~~are ~~difficult~~unable ~~for us~~ to begenerate ~~profitable~~additional ~~and~~revenue ~~cash~~or ~~flow~~obtain ~~positive.~~financing ~~Difficulties~~or inif ~~complying~~the ~~with~~financing ~~the~~we ~~Sarbanes-Oxley~~do ~~Act~~obtain ~~and~~is ~~other~~insufficient, ~~legal~~we ~~and accounting~~will ~~requirements~~be ~~applicable~~unable to ~~public~~commence ~~companies~~revenue ~~could~~producing ~~affect~~operations ~~our~~or ~~market value~~expand operations.

AsKeith ~~a public company~~Tench, weour ~~will~~chief ~~incur~~executive ~~significant legal~~officer, ~~accounting and other expenses~~ ~~that~~has weno ~~did~~meaningful ~~not~~accounting ~~incur~~or asfinancial areporting ~~private~~education ~~company.~~or Inexperience ~~addition~~and, ~~the Sarbanes-Oxley Act of 2002~~accordingly, asour ~~well~~ability asto ~~new~~meet ~~rules~~Exchange ~~subsequently implemented by the SEC, have imposed~~Act ~~various~~reporting ~~new~~ requirements on ~~public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote~~ a ~~substantial~~timely ~~amount~~basis ofis ~~time~~dependent to ~~these compliance requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. Expenses as~~ a ~~result~~significant ofdegree ~~our~~upon being a public company include additional amounts for legal and accounting services, transfer agent fees, additional insurance costs, printing and filing fees and fees for investor and public relationsothers.

~~The~~Keith ~~timing~~Tench ~~and~~has ~~amount~~no ~~of capital~~meaningful ~~requirements~~financial ~~are~~reporting education ~~not~~or ~~entirely~~experience. ~~within~~They ~~our~~are ~~control~~heavily ~~and~~dependent ~~cannot~~on ~~accurately be~~advisors ~~predicted~~ and asconsultants. aAs ~~result~~such, wethere ~~may~~is ~~not~~risk beabout ~~able~~our ability to ~~raise~~comply with ~~capital~~all infinancial ~~time~~reporting ~~to satisfy~~requirements ~~our~~accurately ~~needs~~and on a timely basis.

IfHaving weonly ~~do not~~two ~~increase~~directors limits our ~~revenue significantly we may need~~ ability to ~~procure~~establish ~~additional financing.~~effective Ifindependent ~~capital~~corporate isgovernance ~~required,~~procedures ~~we may require financing sooner than anticipated. We have no commitments for financing,~~ and weincreases ~~cannot~~the becontrol ~~sure that any financing would be available in a timely manner, on terms acceptable to us, or at all. Further, any equity financing could reduce ownership~~ of ~~existing shareholders~~our ~~and any borrowed money could involve restrictions on future capital raising activities and other financial and operational matters~~president. ~~If we were unable to obtain financing as needed, we could be bankrupt.~~

We ~~compete~~have ~~with~~only ~~numerous larger~~two ~~competitors~~directors. Accordingly, ~~many~~we cannot establish board committees comprised of ~~which~~independent ~~are~~members ~~better~~to ~~financed~~oversee ~~and~~functions ~~have~~like acompensation ~~stronger~~or audit issues. In addition, ~~presence~~a tie vote of board members is decided in favor of the ~~industry~~chairman, ~~than~~which ~~ourselves~~gives him significant control over all corporate issues.

AsUntil ~~many of~~we ~~these firms~~ have ~~significantly~~a ~~stronger~~larger ~~name~~board ~~recognition~~of ~~than~~directors ~~ourselves, they~~that ~~are~~would ininclude asome ~~position~~independent tomembers, ~~quickly~~if ~~attract~~ever, ~~clients~~there ~~which~~will ~~are~~be inlimited ~~need~~oversight of ~~products and services thus adversely impacting~~ our ~~potential~~president’s ~~pool~~decisions ~~of clients. Our sales~~ and ~~marketing~~ ~~structure is not proprietary~~ activities and itlittle ~~would~~ability ~~not be difficult~~ for ~~a company~~minority shareholders to ~~offer~~challenge ~~similar~~or ~~services.~~reverse ~~Further,~~those ~~entry~~activities ~~into~~and ~~the~~decisions, ~~marketplace~~even byif ~~new competitors~~they isare ~~relatively~~not ~~easy~~in ~~especially considering their existing presences~~the ~~and~~best ~~their~~interests ~~greater~~of ~~resources~~minority ~~for financing, advertising and marketing~~shareholders.

WeRisks ~~have~~Related ~~a limited operating history and have losses which we expect~~ to ~~continue~~Our inCommon ~~the future. As a result, we may have to suspend or cease operations.~~Stock

~~We were incorporated~~Shareholders onmay ~~July 19, 2006. Thus, we have little operating history upon which an evaluation of our future success or failure can~~ be ~~made.~~diluted ~~We have generated~~significantly ~~minimal~~through ~~revenue since~~ our ~~inception. Our~~efforts ~~ability~~ to ~~achieve~~obtain financing and ~~maintain profitability~~satisfy ~~and~~obligations ~~positive~~through ~~cash~~issuance ~~flow~~of isadditional ~~dependent~~shares ~~upon~~of our ~~ability~~common ~~to procure new business and generate revenues~~stock.

~~Based upon~~We ~~current~~have ~~plans~~no committed source of financing. Wherever possible, weour ~~expect~~board of directors will attempt to ~~incur~~use ~~operating~~non-cash ~~losses~~consideration into ~~future~~satisfy ~~periods~~obligations. ~~This~~In many instances, we believe that the non-cash consideration will ~~happen~~consist ~~because~~of restricted shares of our ~~minimum~~common ~~operating~~stock. ~~expenses~~Our ~~continue~~board of directors has authority, without action or vote of the shareholders, to ~~exceed~~issue all or part of the authorized (100,000,000) but unissued (77,875,627) common shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common ~~projected~~stock, ~~revenues.~~possibly ~~Our~~at ~~failure~~a discount to ~~generate~~market. ~~sufficient~~These ~~revenues~~actions will result in dilution of the ~~future~~ownership interests of existing shareholders, may ~~cause~~further usdilute tocommon ~~suspend~~stock orbook ~~cease~~value, ~~operations~~and that dilution may be material.

WeThe ~~are~~interests ~~dependent~~of onshareholders ~~the~~may be hurt ~~services~~because ofwe ~~key~~can ~~employees;~~issue doshares ~~not~~of ~~have~~our ~~written~~common ~~employment~~stock ~~agreements~~to ~~with~~individuals ~~them~~ or ~~have~~entities ~~their~~that ~~lives~~support ~~insured,~~existing ~~and~~management ~~their~~with ~~departure~~such ~~could~~issuances serving ~~have~~to aenhance ~~material~~existing ~~adverse effect~~management’s ~~upon~~ability usto maintain control of our Company.

WeOur ~~have key~~board ~~employees~~of ~~that~~directors ~~are~~has anauthority, ~~integral~~without action ~~part~~or vote of ~~our~~the ~~business~~shareholders, ~~and~~to weissue doall ~~not~~or ~~have written~~part ~~employment~~of ~~agreements~~the ~~with~~authorized ~~them.~~(100,000,000) ~~There~~but ~~can~~unissued be(77,875,927) nocommon ~~assurance that these~~shares. ~~employees~~Such ~~will~~issuances ~~remain~~may ~~with~~be ~~us.~~issued Into ~~the~~parties ~~event~~or ~~that~~entities wecommitted ~~were~~ to ~~lose~~supporting ~~any~~existing ofmanagement ~~these employees,~~and ~~there~~the ~~can~~interests beof noexisting ~~assurances that we would be able to retain qualified~~management ~~staff.~~may ~~Further, we do~~ not ~~maintain~~be ~~any~~the ~~key~~same ~~man~~as ~~life~~the ~~insurance~~interests ~~policies~~of onother ~~our officers and/or directors~~shareholders. ~~Therefore,~~Our ~~the~~ability ~~loss~~to ofissue ~~the~~shares ~~service~~without ofshareholder ~~either~~approval ofserves ~~our~~to ~~employees~~enhance ~~could~~existing ~~have~~management’s aability ~~material~~to ~~adverse~~maintain ~~effect~~control ~~upon~~of usour Company.

WeOur board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be ~~able~~beneficial to ~~generate~~ ~~adequate~~common ~~revenue~~stockholders and with the ability to ~~meet~~affect ~~our~~adversely ~~obligations~~stockholder voting power and ~~fund~~perpetuate ~~our~~their ~~operating expenses~~control over us.

~~Even~~Our ~~if we~~articles ~~raise~~of ~~sufficient~~incorporation ~~capital~~as ~~and~~amended ~~generate~~to date ~~revenues~~allow us to ~~support~~issue shares of preferred stock without any vote or further action by our ~~operating~~stockholders. Our board of directors ~~expenses,~~has ~~there~~the ~~can~~authority beto nofix ~~assurances~~and ~~that~~determine the ~~revenue~~relative ~~will~~rights beand ~~sufficient~~preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, ~~enable~~our usboard of directors could authorize the issuance of a series of preferred stock that would grant to ~~develop~~holders ~~business~~the preferred right to aour ~~level~~assets ~~where~~upon itliquidation, ~~will~~the ~~generate~~right ~~profits~~to ~~and~~receive ~~cash~~dividend payments before dividends are distributed to the holders of common ~~flows~~stock ~~from~~and ~~operations~~the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

~~Page~~Our Articles of Incorporation provide for 8indemnification of officers and directors at our expense and limit their liability. These provisions may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

~~UTS~~Our ~~has~~Articles ~~substantially~~of noIncorporation and applicable ~~financial~~Nevada ~~resources~~law ~~which~~provide ~~makes~~for itthe ~~difficult~~indemnification ~~for~~of usour todirectors, ~~raise~~officers, ~~capital~~employees, orand agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association ~~financing~~with or activities on our behalf. ~~Absent~~We ~~financial~~will ~~resources~~also bear the expenses of such litigation for any of our directors, weofficers, ~~will~~employees, or beagents, ~~unable~~upon such person's written promise to ~~undertake~~repay ~~programs~~us therefore, if it is ultimately determined that any such person shall ~~designed~~not have been entitled to ~~execute~~indemnification. ~~our~~This ~~business~~indemnification ~~plan~~policy orcould ~~expand~~result ~~our~~in substantial expenditures by us that we may ~~business~~be unable to recoup.

~~UTS~~We ~~has~~have been advised that, in the opinion of ~~extremely~~the ~~limited~~SEC, ~~financial~~indemnification ~~resources~~for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and ~~has~~is, ~~not~~therefore, ~~established~~unenforceable. In the event that a ~~source~~claim offor ~~equity~~indemnification for liabilities arising under federal orsecurities ~~debt~~laws, ~~financing.~~other Ifthan wethe ~~are~~payment ~~unable~~by tous ~~generate~~of ~~additional~~expenses ~~revenue~~incurred or ~~obtain financing~~paid by a director, officer or ifcontrolling person in the successful ~~financing~~defense weof doany ~~obtain~~action, suit or proceeding, is ~~insufficient~~asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be ~~unable~~governed by the final adjudication of such issue. The legal process relating to this matter if ~~commence~~it ~~revenue~~were ~~producing~~to ~~operations~~occur oris ~~expand~~likely ~~operations~~to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

~~Keith~~Our ~~Tench,~~stock ~~our~~is ~~chief executive~~subject ~~officer,~~to ~~has~~the nopenny ~~meaningful accounting or financial reporting education~~stock orregulations ~~experience~~ and, ~~accordingly,~~restrictions ~~our~~pertaining ~~ability~~ to ~~meet~~low ~~Exchange~~priced ~~Act~~stocks ~~reporting requirements~~that oncreate a ~~timely~~lack ~~basis~~of isliquidity ~~dependent~~and tomake atrading ~~significant~~difficult ~~degree~~or ~~upon others~~impossible.

~~Keith Tench~~The ~~has~~trading noof ~~meaningful~~our ~~financial~~securities ~~reporting~~is ~~education or experience. They are~~currently ~~heavily dependent~~ on ~~advisors~~the ~~and~~pink ~~consultants~~sheets. As ~~such~~a result, ~~there~~an isinvestor ~~risk~~may ~~about~~find ~~our ability~~it difficult to ~~comply~~dispose ~~with~~of, ~~all~~or ~~financial~~to ~~reporting~~obtain ~~requirements~~accurate ~~accurately~~quotations ~~and~~as onto athe price ~~timely~~of ~~basis~~our securities.

~~Having~~Rule ~~only~~3a51-1 ~~two~~of ~~directors~~the Securities Exchange Act ~~limits~~of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our ~~ability~~shares will be considered to ~~establish~~be ~~effective~~penny ~~independent~~stocks ~~corporate~~for ~~governance~~the immediately ~~procedures~~foreseeable future. This classification severely and ~~increases~~adversely ~~the~~affects ~~control~~any ofmarket liquidity for our ~~president~~common stock.

WeFor ~~have only~~any ~~two~~transaction ~~directors.~~involving ~~Accordingly~~a penny stock, unless weexempt, ~~cannot~~the ~~establish~~penny ~~board~~stock ~~committees~~rules ~~comprised~~require that a broker or dealer approve a person's account for transactions in penny stocks ofand ~~independent~~the ~~members~~broker or dealer receive from the investor a written agreement to ~~oversee~~the ~~functions~~transaction ~~like~~setting ~~compensation~~forth orthe ~~audit~~identity ~~issues.~~and quantity of the penny stock to be purchased. In ~~addition,~~order to approve a ~~tie~~person's ~~vote~~account offor ~~board~~transactions ~~members~~in ispenny ~~decided~~stocks, inthe ~~favor~~broker or dealer must obtain financial information and investment experience and objectives of the ~~chairman,~~person and make a reasonable determination that ~~which~~the ~~gives~~transactions ~~him~~in ~~significant~~penny ~~control~~stocks ~~over~~are ~~all~~suitable ~~corporate~~for ~~issues~~that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

~~Until~~The ~~we have~~broker aor ~~larger~~dealer ~~board~~must ofalso ~~directors that would include some independent members~~deliver, ifprior ~~ever,~~to ~~there~~any ~~will~~transaction bein ~~limited~~a ~~oversight~~penny ofstock, ~~our~~a ~~president’s~~disclosure ~~decisions~~schedule ~~and activities~~prepared ~~and~~by ~~little~~the ~~ability~~SEC ~~for~~relating ~~minority shareholders~~ to ~~challenge~~the orpenny ~~reverse those~~stock ~~activities~~market, ~~and decisions~~which, ~~even if they are not~~ in ~~the best interests of~~highlight ~~minority~~form, ~~shareholders.~~sets forth:

~~Risks~~· ~~Related~~the tobasis ~~Our~~on ~~Common~~which ~~Stock~~the broker or dealer made the suitability determination, and

~~Shareholders may be diluted~~· ~~significantly~~that ~~through~~the ~~our~~broker ~~efforts~~or todealer ~~obtain~~received ~~financing~~a ~~and~~signed, ~~satisfy~~written ~~obligations through~~agreement ~~issuance~~from ofthe ~~additional~~investor ~~shares~~prior ofto the ~~our common stock~~transaction.

WeDisclosure ~~have no~~also ~~committed~~has ~~source of financing. Wherever possible, our board of directors will attempt~~ to ~~use~~be ~~non-cash~~made ~~consideration~~about ~~to satisfy obligations. In many instances, we believe that~~ the ~~non-cash consideration will consist~~ risks of ~~restricted~~investing ~~shares~~in ~~of our~~penny ~~common~~ stock. ~~Our~~in ~~board~~both ofpublic ~~directors~~offerings ~~has~~and ~~authority,~~in ~~without~~secondary ~~action~~trading orand ~~vote of~~commissions ~~the~~payable ~~shareholders,~~ to ~~issue~~both ~~all or part of~~ the ~~authorized (100,000,000) but~~broker-dealer ~~unissued~~and ~~(79,875,627)~~the ~~common~~registered ~~shares. In addition~~representative, ifcurrent aquotations ~~trading~~for ~~market~~the ~~develops for~~securities ~~our~~and ~~common~~the ~~stock,~~rights weand ~~may~~remedies ~~attempt~~available to ~~raise~~an ~~capital~~investor byin cases ~~selling~~of ~~shares~~fraud ofin ~~our common~~penny stock, ~~possibly~~transactions. atFinally, amonthly ~~discount~~statements have to ~~market.~~be ~~These~~sent ~~actions~~disclosing ~~will~~recent ~~result~~price ~~in dilution~~information of for the ~~ownership~~penny ~~interests~~stock ofheld ~~existing~~in ~~shareholders,~~the ~~may~~account ~~further~~and ~~dilute common~~information ~~stock~~on ~~book~~the ~~value,~~limited ~~and~~market ~~that~~in ~~dilution~~penny ~~may be material~~stocks.

~~The~~Because ~~interests~~ of these regulations, broker-dealers ~~shareholders~~may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may beencounter ~~hurt~~difficulties ~~because~~in wetheir ~~can~~attempt to ~~issue~~sell shares of our common stock, which may affect the ability of our shareholders to sell their shares in any secondary market ~~individuals~~and orhave ~~entities~~the ~~that~~effect ~~support~~of ~~existing~~reducing ~~management~~the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become actively publicly traded. In addition, the liquidity for our securities may decrease, with ~~such~~a ~~issuances~~corresponding decrease in the price of our securities. Our shares, in all ~~serving~~probability, toif ~~enhance~~they ~~existing~~trade ~~management’s~~at ~~ability~~all, will be subject to ~~maintain~~such ~~control~~penny ofstock rules for the foreseeable future, and our shareholders will, ~~Company~~in all likelihood, find it difficult to sell their securities.

~~Our~~The ~~board of~~market ~~directors~~for ~~has~~penny ~~authority,~~stocks ~~without~~has ~~action or vote of the shareholders, to issue~~experienced ~~all~~numerous orfrauds ~~part of the authorized (100,000,000) but unissued (79,875,927) common shares. Such issuances may be issued to parties or entities committed to supporting existing management~~ and ~~the~~abuses ~~interests~~that ofcould ~~existing~~adversely ~~management~~impact ~~may~~investors ~~not be~~in ~~the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of~~ our ~~Company~~stock.

~~Our~~Company ~~board~~management ofbelieves ~~directors~~that ~~has~~ the ~~authority, without stockholder approval, to issue preferred stock with terms~~market ~~that~~for ~~may~~penny ~~not~~stocks behas ~~beneficial~~suffered tofrom ~~common~~patterns ~~stockholders~~of ~~and~~fraud ~~with the ability to affect adversely stockholder voting power~~ and ~~perpetuate~~abuse. ~~their~~Such ~~control~~patterns ~~over us.~~include:

~~Our~~· ~~articles~~Control of ~~incorporation as amended to date allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has~~ the ~~authority~~market tofor ~~fix and determine~~ the ~~relative~~security ~~rights and~~by ~~preferences~~one ofor ~~preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As~~ a ~~result,~~few ~~our~~broker-dealers ~~board of directors could authorize the issuance of a series of preferred stock~~ that ~~would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends~~ are ~~distributed~~often ~~to the holders of common~~related ~~stock and the right~~ to the ~~redemption~~promoter ofor ~~the~~issuer; ~~shares, together with a premium, prior to the redemption of our common stock.~~

~~Page~~· 9Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

~~Our Articles of~~· ~~Incorporation~~"Boiler ~~provide~~room" ~~for~~practices ~~indemnification~~involving ofhigh ~~officers~~pressure ~~and~~sales ~~directors~~tactics ~~at our expense~~ and ~~limit~~unrealistic ~~their liability. These provisions may result in a major cost~~price toprojections usby ~~and~~sales ~~hurt~~persons; ~~the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.~~

~~Our~~· ~~Articles~~Excessive ~~of Incorporation~~ and ~~applicable~~undisclosed ~~Nevada~~bid-ask ~~law~~differentials ~~provide for the indemnification of our directors, officers, employees,~~ and ~~agents,~~markups ~~under~~by ~~certain circumstances,~~selling ~~against~~broker-dealers; ~~attorney's fees~~ and ~~other expenses incurred by them in~~ any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us therefore, if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we may be unable to recoup.

~~We have~~· ~~been~~Wholesale ~~advised~~dumping ~~that, in the opinion~~ of the ~~SEC,~~same ~~indemnification for liabilities arising under federal~~ securities ~~laws~~by ispromoters ~~against public policy as expressed in the Securities Act of 1933~~ and ~~is,~~broker-dealers ~~therefore,~~after ~~unenforceable.~~prices ~~In the event that a~~have ~~claim~~been ~~for~~manipulated ~~indemnification~~to ~~for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by~~ a ~~director,~~desired ~~officer or controlling person in the successful defense of any action~~level, ~~suit~~along ~~or proceeding, is asserted by a director, officer or controlling person in connection~~ with the ~~securities~~inevitable ~~being~~collapse ~~registered, we will (unless in the opinion~~ of ~~our~~those ~~counsel,~~prices ~~the~~with ~~matter~~consequent ~~has~~investor been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issuelosses. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

~~Our~~We ~~stock~~do isnot ~~subject~~expect to ~~the penny~~pay ~~stock~~cash ~~regulations~~dividends ~~and restrictions pertaining to low priced stocks that~~in ~~create~~the aforeseeable ~~lack~~future ~~of liquidity and make trading difficult or impossible.~~

~~The trading~~We ofhave never paid cash dividends on our ~~securities~~common stock. isWe ~~currently~~do not expect to pay cash dividends on our common stock at any time in the ~~pink~~foreseeable ~~sheets~~future. AsThe afuture ~~result,~~payment anof ~~investor~~dividends ~~may~~directly ~~find~~depends itupon ~~difficult~~our tofuture ~~dispose~~earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, orreturn toon ~~obtain~~your ~~accurate~~investment, ~~quotations~~if asany, towill depend solely on an increase, if any, in the ~~price~~market value of our ~~securities~~common stock.

~~Rule 3a51-1~~Because ofwe ~~the~~are ~~Securities~~not ~~Exchange~~subject ~~Act~~to ofcompliance with ~~1934~~rules ~~establishes~~requiring the ~~definition~~adoption of ~~a "penny~~certain ~~stock,"~~corporate ~~for~~governance ~~purposes relevant to us~~measures, asour ~~any~~stockholders ~~equity~~have ~~security~~limited ~~that~~protections ~~has~~against ainterested ~~minimum~~director ~~bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share~~transactions, ~~subject~~conflicts ~~to a limited number~~ of ~~exceptions~~interest ~~which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely~~ and ~~adversely~~ ~~affects~~similar ~~any market liquidity for our common stock~~matters.

~~For~~The ~~any transaction~~Sarbanes-Oxley ~~involving~~Act aof ~~penny stock~~2002, ~~unless~~as ~~exempt,~~well ~~the penny stock rules~~as ~~require~~rule ~~that~~changes aproposed ~~broker~~and orenacted ~~dealer~~by ~~approve~~the aSEC, ~~person's~~the ~~account~~New ~~for~~York ~~transactions~~and ~~in penny~~American ~~stocks~~Stock Exchanges and the ~~broker~~NASDAQ orStock ~~dealer~~Market, ~~receive~~as ~~from the investor~~ a ~~written~~result ~~agreement~~of toSarbanes-Oxley, require the ~~transaction~~implementation ~~setting~~of ~~forth~~various ~~the~~measures ~~identity~~relating ~~and~~to ~~quantity~~corporate ofgovernance. ~~the penny~~These ~~stock~~measures are designed to beenhance ~~purchased.~~the Inintegrity ~~order~~of tocorporate ~~approve~~management aand ~~person's~~the ~~account~~securities ~~for transactions~~markets inand ~~penny~~apply ~~stocks,~~to ~~the~~securities ~~broker~~that orare ~~dealer~~listed ~~must~~on ~~obtain~~those ~~financial~~exchanges ~~information~~or ~~and~~the ~~investment~~NASDAQ ~~experience~~Stock ~~and~~Market. ~~objectives~~Because ofwe ~~the~~are ~~person~~not ~~and~~presently ~~make~~required ~~a reasonable~~to ~~determination~~comply ~~that~~with ~~the~~many ~~transactions~~of inthe ~~penny~~corporate ~~stocks~~governance ~~are~~provisions ~~suitable for~~and ~~that~~because ~~person~~we ~~and~~chose ~~that~~to ~~that~~avoid ~~person~~incurring ~~has~~the ~~sufficient~~substantial ~~knowledge~~additional ~~and~~costs ~~experience~~associated ~~in financial~~with ~~matters~~such tocompliance beany ~~capable~~sooner ofthan ~~evaluating~~legally ~~the~~required, we ~~risks~~have ofnot ~~transactions~~yet inadopted ~~penny stocks~~these measures.

~~The~~Because our directors are not independent directors, ~~broker~~we do not currently have independent audit or ~~dealer~~compensation ~~must~~committees. ~~also~~As ~~deliver~~a result, ~~prior~~our directors have the ability, among other things, to ~~any~~determine ~~transaction~~their inown alevel ~~penny~~of ~~stock~~compensation. Until we comply with such corporate governance measures, aregardless of whether ~~disclosure~~such ~~schedule~~compliance ~~prepared~~is byrequired, the ~~SEC~~absence ~~relating~~of tosuch ~~the~~standards ~~penny~~of ~~stock~~corporate ~~market,~~governance may leave our stockholders without protections ~~which~~against interested director transactions, inconflicts ~~highlight~~of ~~form~~interest, ~~sets~~if ~~forth:~~any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.

·We ~~the~~intend ~~basis~~to oncomply ~~which~~with ~~the~~all ~~broker~~corporate governance measures relating to director independence as and when required. However, we may find it very difficult or ~~dealer~~be ~~made~~unable ~~the~~to ~~suitability~~attract and ~~determination~~retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

·Our ~~that~~internal ~~the~~controls ~~broker~~may orbe ~~dealer~~inadequate, which ~~received~~could acause ~~signed,~~our ~~written~~financial ~~agreement~~reporting ~~from~~to ~~the~~be ~~investor~~unreliable ~~prior~~and lead to misinformation being disseminated to the ~~transaction~~public.

~~Disclosure also~~Our ~~has~~management tois beresponsible ~~made~~for ~~about~~establishing and ~~the~~maintaining ~~risks~~adequate ofinternal ~~investing~~control inover ~~penny~~financial ~~stock~~reporting. inAs ~~both~~defined ~~public offerings and~~ in ~~secondary~~Exchange ~~trading~~Act ~~and~~Rule ~~commissions~~13a-15(f), ~~payable~~internal tocontrol over ~~both~~financial ~~the broker-dealer~~reporting ~~and~~is ~~the~~a ~~registered~~process ~~representative~~designed by, ~~current~~or ~~quotations~~under ~~for~~ the ~~securities~~ ~~and~~supervision of, the ~~rights~~principal executive and ~~remedies~~principal ~~available~~financial officer toand aneffected ~~investor~~by inthe ~~cases~~board of ~~fraud~~ indirectors, ~~penny~~management ~~stock~~and ~~transactions.~~other ~~Finally~~personnel, ~~monthly~~to ~~statements~~provide ~~have~~reasonable toassurance beregarding ~~sent~~the reliability ~~disclosing~~of ~~recent~~financial ~~price~~reporting ~~information~~and ~~for~~ the ~~penny~~preparation ~~stock~~of ~~held~~financial statements for external purposes in ~~the~~accordance ~~account~~with ~~and~~generally accepted ~~information~~accounting onprinciples ~~the~~and ~~limited~~includes ~~market~~those inpolicies ~~penny~~and ~~stocks.~~procedures that:

~~Because~~· ofpertain ~~these regulations, broker-dealers may not wish~~ to ~~engage in~~ the ~~above-referenced~~ ~~necessary~~maintenance ~~paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares~~ of ~~our~~records ~~common~~that ~~stock, which may affect the ability of our shareholders to sell their shares~~ in ~~any~~reasonable ~~secondary market~~detail ~~and~~accurately ~~have the effect of reducing the level of trading activity in any secondary market. These additional sales practice~~ and ~~disclosure~~fairly ~~requirements~~reflect ~~could impede~~ the ~~sale~~transactions ~~of our securities, if~~ and ~~when~~dispositions ~~our~~of ~~securities become actively publicly traded. In addition,~~ the ~~liquidity~~assets ~~for our securities may decrease, with a corresponding decrease in the price~~ of ~~our securities. Our shares, in all probability, if they trade at all, will be subject to such penny stock rules for~~ the ~~foreseeable~~Company; ~~future, and our shareholders will, in all likelihood, find it difficult to sell their securities.~~

~~Page~~· 10provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

~~The~~· provide ~~market~~reasonable ~~for~~assurance ~~penny~~regarding ~~stocks~~prevention or timely detection of unauthorized acquisition, ~~has~~use ~~experienced~~or ~~numerous~~disposition ~~frauds~~of ~~and~~the ~~abuses~~Company’s assets that could ~~adversely~~have ~~impact~~a ~~investors in~~material ~~our~~effect ~~stock~~on the financial statements.

~~Company~~Because of our limited resources and personnel, ~~management~~our ~~believes~~internal ~~that~~controls ~~the~~may ~~market~~be ~~for~~inadequate ~~penny~~or ~~stocks~~ineffective, ~~has~~which ~~suffered~~could ~~from~~cause ~~patterns of~~our ~~fraud~~financial reporting to be unreliable and ~~abuse~~lead to misinformation being disseminated to the public. ~~Such~~Investors ~~patterns~~relying ~~include:~~upon this misinformation may make an uninformed investment decision.

·Legislation, ~~Control~~including of the ~~market~~Sarbanes-Oxley Act ~~for~~of ~~the~~2002, ~~security~~may bymake ~~one~~it ormore adifficult ~~few~~for ~~broker-dealers~~us ~~that~~to ~~are~~retain ~~often~~or ~~related~~attract toofficers ~~the~~and ~~promoter or issuer;~~directors.

·The ~~Manipulation~~Sarbanes-Oxley Act of ~~prices~~2002 ~~through~~was ~~prearranged~~enacted in ~~matching~~response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of ~~purchases~~the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and ~~sales~~auditing improprieties at publicly traded companies, and ~~false~~to protect investors by improving the accuracy and ~~misleading~~reliability ~~press~~of ~~releases;~~corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. We are required to comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

·ITEM ~~"Boiler~~1B ~~room"~~- ~~practices~~UNRESOLVED ~~involving high pressure sales tactics and unrealistic price projections by sales persons;~~STAFF COMMENTS

~~· Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and~~None

·ITEM ~~Wholesale~~2 ~~dumping of the same securities by promoters and broker~~-~~dealers~~ ~~after~~PROPERTIES ~~prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.~~

WeOur doexecutive ~~not~~offices ~~expect~~are tolocated ~~pay~~at ~~cash~~3190 S. ~~dividends~~Gilbert Rd., Chandler, AZ 85286. Out telephone number is 877-279-8877. Our executive offices are leased on a quarter-by-quarter basis. Payments are made in ~~the~~advance ~~foreseeable~~and ~~future~~there are no on-going lease obligations. The current lease rate is $1,200 per year.

WeITEM ~~have never~~3 ~~paid~~- ~~cash~~LEGAL dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.PROCEEDINGS

~~Because~~We we are not ~~subject to~~currently ~~compliance~~involved ~~with~~in ~~rules~~any ~~requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters~~litigation.

~~The Sarbanes-Oxley~~ITEM ~~Act~~4 ~~of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the NASDAQ Stock Market, as a result of Sarbanes~~-~~Oxley,~~ ~~require~~SUBMISSION ~~the~~OF ~~implementation~~MATTERS ofTO ~~various~~A ~~measures relating~~VOTE toOF ~~corporate~~SECURITY governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the NASDAQ Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.HOLDERS

~~Because our~~There ~~directors~~were ~~are~~no ~~not~~submissions ~~independent directors, we do not currently have independent audit or compensation committees. As a result, our directors have the ability, among other things, to determine their own level~~ of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters ~~and any potential investors may be reluctant~~ to ~~provide~~a usvote ~~with~~of ~~funds~~security ~~necessary to expand our operations~~holders.

WePart intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.II

~~Our~~ITEM ~~internal~~5 ~~controls~~- ~~may~~MARKET ~~be inadequate,~~FOR ~~which~~COMMON ~~could~~EQUITY, ~~cause~~RELATED ~~our~~STOCKHOLDER ~~financial reporting to be unreliable and lead~~MATTERS toAND ~~misinformation~~PURCHASES ~~being~~OF ~~disseminated~~EQUITY ~~to the public.~~SECURITIES

~~Our management~~The istrading ~~responsible~~symbol for ~~establishing~~our ~~and~~common ~~maintaining~~stock ~~adequate internal~~is ~~control over financial reporting~~UTRK. As ~~defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision~~ of, the ~~principal~~close ~~executive~~of ~~and~~business ~~principal~~on ~~financial~~December ~~officer and effected by the board of directors~~31, ~~management and other personnel~~2011, tothere ~~provide reasonable~~were ~~assurance~~approximately ~~regarding~~225 ~~the~~stockholders ~~reliability~~ of ~~financial~~record ~~reporting and the preparation~~ of ~~financial~~our ~~statements~~common ~~for external purposes in accordance with~~stock, ~~generally accepted accounting principles~~ and ~~includes~~22,124,373 ~~those~~shares ~~policies~~were issued and ~~procedures~~ ~~that:~~outstanding.

·Dividend ~~pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;~~Policy

·We ~~provide~~have ~~reasonable~~never ~~assurance~~paid ~~that~~any ~~transactions~~cash ~~are~~dividends ~~recorded~~on asshares of ~~necessary~~our tocommon ~~permit~~stock ~~preparation~~and ofdo ~~financial~~not ~~statements~~anticipate that we will pay dividends in ~~accordance~~the ~~with~~foreseeable ~~generally~~future. ~~accepted~~We ~~accounting~~intend ~~principles,~~to ~~and~~apply ~~that~~any ~~receipts~~earnings to ~~and~~fund ~~expenditures~~the development of ~~the~~our ~~Company~~business. ~~are~~The ~~being~~purchase ~~made~~of ~~only~~shares inof ~~accordance~~common ~~with~~stock ~~authorizations~~is ofinappropriate ~~management~~for ~~and~~investors ~~directors~~seeking ofcurrent or ~~the~~near ~~Company;~~term ~~and~~income.

·Recent ~~provide~~Sales ~~reasonable assurance regarding prevention or timely detection~~ of ~~unauthorized~~Unregistered ~~acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.~~Securities

~~Because of~~We ~~our~~issued ~~limited~~two ~~resources~~million ~~and~~shares ~~personnel,~~of ~~our~~common ~~internal~~stock ~~controls~~in ~~may~~February be2011 ~~inadequate~~as orpayment ~~ineffective,~~for ~~which~~various ~~could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public~~expenses. ~~Investors relying upon this misinformation may make an uninformed investment decision.~~

~~Page 11~~Purchases of Equity Securities

~~Legislation,~~We ~~including~~made ~~the Sarbanes-Oxley~~no ~~Act~~purchases of ~~2002,~~our ~~may make it more difficult for us to retain or~~common ~~attract officers and directors~~stock.

~~The Sarbanes-Oxley~~Equity ~~Act~~Compensation ofPlan 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. We are required to comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.Information

~~ITEM~~We 1Bcurrently -have ~~UNRESOLVED~~no ~~STAFF COMMENTS~~Stock Incentive Plan.

~~None~~ITEM 6 - SELECTED FINANCIAL DATA

ITEM 2 - PROPERTIES

Balance Sheet Data December 31, 2011

Total Current Assets		175,557
Property and Equipment, net		1,738
Total other assets		10,370
Total Assets		187,665

Total Current Liabilities		165,452
Total Long Term Liabilities		51,159
Stockholders’ Equity		(28,946	)
Total Liabilities and Stockholders' Equity (Deficit)	$	187,665

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

Income Statement Data Year Ended December 31, 2011

Revenue	$	652,085
Cost of Revenue		355,721
Gross Profit		296,364
Total Operating Expenses		231,459
Total Other (Expense)		(8,837	)
Net (Loss)	$	8,223

ITEM 3 7 - ~~LEGAL~~MANAGEMENT’S ~~PROCEEDINGS~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WeSafe ~~are~~Harbor Statement under the Private ~~not~~Securities ~~currently~~Litigation ~~involved~~Reform inAct ~~any~~of ~~litigation.~~1995

~~ITEM~~Certain matters discussed in this annual report 4on Form 10-K ~~SUBMISSION~~are OFforward-looking ~~MATTERS~~statements. TOSuch Aforward-looking ~~VOTE~~statements OFcontained ~~SECURITY~~in ~~HOLDERS~~this annual report involve risks and uncertainties, including statements as to:

~~There~~· ~~were~~our nofuture ~~submissions~~operating ofresults, ~~matters to a vote of security holders.~~

~~Page~~· 12our business prospects,

~~Part~~· IIour contractual arrangements and relationships with third parties,

~~ITEM~~· 5the -dependence ~~MARKET~~of ~~FOR~~our ~~COMMON~~future ~~EQUITY,~~success ~~RELATED~~on ~~STOCKHOLDER~~the general economy and its impact on the industries ~~MATTERS~~in ~~AND~~which ~~PURCHASES~~we OFmay ~~EQUITY~~be ~~SECURITIES~~involved,

~~The~~· ~~trading symbol for our common stock is UTRK. However, there is currently no trading market for~~ the ~~shares~~adequacy of our ~~common~~cash ~~stock. We~~resources ~~are~~and inworking ~~the process of completing the filings required to become trading on the Pink Sheets. However~~capital, ~~there is no guarantee that we will complete or meet the necessary requirements to begin trading.~~and

As· other offactors ~~the close~~identified ofin ~~business~~our onfilings ~~December~~with ~~31,~~the ~~2010~~SEC, ~~there~~press ~~were 217 stockholders of record of~~releases ~~our common stock,~~ and ~~20,124,373~~other ~~shares~~public ~~were issued and outstanding~~communications.

~~Dividend~~These ~~Policy~~forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this Form 10-K. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

WeThe ~~have never~~following ~~paid~~discussion ~~any~~and ~~cash~~analysis ~~dividends~~provides information onwhich ~~shares~~the ofCompany’s ~~our~~management ~~common~~believes ~~stock~~to ~~and~~be dorelevant ~~not anticipate~~to ~~that~~an weassessment ~~will~~and ~~pay~~understanding ~~dividends~~of in the ~~foreseeable~~Company's ~~future.~~results of Weoperations ~~intend~~and ~~to apply~~financial ~~any~~condition. ~~earnings~~This todiscussion ~~fund~~should ~~the~~be ~~development~~read oftogether ~~our~~with ~~business.~~the ~~The~~Company's ~~purchase~~financial ~~of shares~~statements ofand ~~common~~the notes ~~stock~~to isfinancial ~~inappropriate~~statements, ~~for~~which ~~investors~~are ~~seeking~~included ~~current~~in orthis ~~near term income~~report.

~~Recent Sales~~ Results of ~~Unregistered Securities~~Operations

WeResults ~~had~~of ~~no sales~~Operations of2011 ~~unregistered~~to ~~securities.~~2010

~~Purchases~~We recognize revenues at the time that all ofservices ~~Equity~~have ~~Securities~~been substantially completed or products have been delivered.

WeRevenue ~~made~~for nothe ~~purchases~~year ofended ~~our~~December ~~common~~31, 2011 ~~stock~~was $652,085, an increase of $98,482 over 2010. The increase in Sales is attributable to increased marketing efforts.

~~Equity~~Our cost of sales was $355,721 in 2011, compared ~~Compensation~~to ~~Plan~~$341,442 ~~Information~~in 2010. This increase is partially attributable to the increase in revenues. As a percent of Sales, our costs decreased from approximately 62% to 55%.

WeOur operating expenses were $231,459 in 2011, ~~currently~~an ~~have~~increase noof ~~Stock~~$28,173. ~~Incentive~~This ~~Plan~~increase is attributable to the increase in sales. As a percent of sales, our operating expenses decreased slightly from 37% in 2010 to 36% in 2011. This is attributable to the fixed nature of our operating expenses.

~~ITEM 6~~Other -income ~~SELECTED~~(expense) ~~FINANCIAL~~was ~~DATA~~$(8,837) in 2011 and $(652) in 2010.

Balance Sheet Data December 31, 2010
Total Current Assets		88,847
Property and Equipment, net		1,738
Total other assets		35,069
Total Assets		125,654
Total Current Liabilities		158,984
Total Long Term Liabilities		52,984
Stockholders’ Equity		(86,314	)
Total Liabilities and Stockholders' Equity (Deficit)	$	125,654

As a result of the above, the net income for the year ended December 31, 2011 was $56,068, compared to a net income of $8,223 in 2010.

~~Page~~Please refer to our financial statements, beginning 13on Page F-1, for additional details pertaining to our operations.

Income Statement Data Year Ended December 31, 2010
Revenue	$	553,603
Cost of Revenue		341,442
Gross Profit		212,161
Total Operating Expenses		203,286
Total Other (Expense)		(652	)
Net (Loss)	$	8,223

Seasonality

~~ITEM 7~~We -have ~~MANAGEMENT’S~~not ~~DISCUSSION~~noted ~~AND~~a ~~ANALYSIS~~significant seasonal OFimpact ~~FINANCIAL~~in ~~CONDITION~~our ~~AND~~business. ~~RESULTS OF OPERATIONS~~

~~Safe Harbor~~Liquidity ~~Statement~~and ~~under~~Capital ~~the~~Resources ~~Private Securities Litigation Reform Act of 1995~~

~~Certain matters~~We ~~discussed~~ended in2011 ~~this~~with ~~annual~~working ~~report~~capital on(deficit) of ~~Form~~approximately $10~~-K are forward-looking statements~~,105. ~~Such~~Our ~~forward-looking~~working ~~statements~~capital ~~contained~~(deficit) inat ~~this~~the ~~annual~~end ~~report involve~~of ~~risks~~2010 ~~and~~was ~~uncertainties~~approximately $(70,137). ~~including~~This ~~statements~~decrease asin working capital is attributable to: our increase in revenues and profitability.

·Off-Balance ~~our~~Sheet ~~future operating results,~~Arrangements

·We ~~our~~do ~~business~~not ~~prospects,~~have any off-balance sheet arrangements.

~~· our contractual arrangements and relationships with third parties,~~Other

·Except for historical information contained herein, the ~~dependence~~matters set forth above are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ from those in the forward-looking statements. Potential risks and uncertainties include such factors as the level of business and consumer spending, the amount of sales of our ~~future~~products, ~~success~~the oncompetitive environment within our industry, the ~~general~~ability ~~economy~~to ~~and~~continue ~~its~~to ~~impact~~expand onour operations, the ~~industries~~level of costs incurred in ~~which~~connection wewith ~~may~~our beexpansion ~~involved~~efforts, economic conditions and the financial strength of our customers and suppliers.

·ITEM ~~the~~7A ~~adequacy~~- ofQUANTITATIVE ~~our~~AND ~~cash~~QUALITATIVE ~~resources~~DISCLOSURES ~~and~~ABOUT ~~working~~MARKET RISK ~~capital, and~~

·Pursuant ~~other~~to ~~factors~~Item ~~identified~~305(e) inof ~~our~~Regulation ~~filings~~S-K ~~with~~(§ 229.305(e)), the ~~SEC,~~Company ~~press~~is ~~releases~~not ~~and~~required ~~other~~to ~~public~~provide ~~communications~~the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

~~These~~ITEM ~~forward-looking statements~~8 can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-~~looking~~ ~~statements.~~FINANCIAL ~~Such forward-looking~~STATEMENTS ~~statements~~AND ~~are~~SUPPLEMENTARY subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this Form 10-K. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.DATA

~~The following discussion and analysis provides information which the Company~~UTS’~~s management~~ ~~believes~~consolidated ~~to be relevant to an assessment and understanding of the Company's results of operations and~~ financial ~~condition. This discussion should be read together with the Company's financial~~ statements ~~and~~for the ~~notes~~years toended ~~financial~~December ~~statements~~31, ~~which~~2011 ~~are~~start ~~included~~on inpage ~~this report~~22.

~~Results~~ITEM of9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ~~Operations~~ON ACCOUNTING AND FINANCIAL DISCLOSURE CHANGES

~~Results of Operations 2010 to 2009~~None

~~We recognize~~ITEM ~~revenues~~9A at- ~~the time that all services have been substantially~~CONTROLS ~~completed~~AND ~~or products have been delivered.~~PROCEDURES

~~Revenue for~~Management’s ~~the~~Annual ~~year~~Report ~~ended~~on ~~December~~Internal ~~31,~~Control ~~2010 was $553,603, a decrease of $254,971~~ over ~~2009.~~ ~~The decrease in Sales is attributable to our limited marketing efforts in~~Financial ~~2010 due to decreased working capital.~~Reporting

~~Our~~The ~~cost~~Company’s management is responsible offor ~~sales~~establishing ~~was~~and ~~$341,442~~maintaining inadequate ~~2010,~~internal ~~compared~~control toover ~~$560,005~~financial inreporting ~~2009~~for the Company. ~~This~~Our ~~decrease~~disclosure iscontrols and ~~partially~~procedures ~~attributable~~are designed to ~~the~~ensure ~~decrease~~that information required to be disclosed in ~~revenue.~~reports Asthat awe ~~percent~~file or submit under the Securities Exchange Act of ~~Sales~~1934 is recorded, ~~our costs~~processed, ~~decrease~~summarized ~~from~~and ~~approximately~~reported ~~69%~~within tothe ~~62%~~time periods specified in the rules and forms of the SEC.

~~Our operating~~Evaluation ~~expenses were $203,286 in 2010, a decrease~~ of ~~$66,915.~~Disclosure ~~This~~Controls ~~decrease is~~and ~~attributable to the decrease in sales. As a percent of sales, our operating~~Procedures ~~expenses increased slightly from 33% in 2009 to 37% in 2010. This is attributable to the fixed nature of our operating expenses.~~

~~Other~~Our principal executive officer and principal ~~income~~financial officer (~~expense~~one person) ~~was~~has $reviewed the effectiveness of our "disclosure controls and procedures" (~~652)~~as defined in ~~2010~~the Securities Exchange Act of 1934 Rules 13a-14(c) and $15d-14(~~6,234~~c)) as of the end of the period covered by this report and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in ~~2009~~a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial officer.

~~Page~~Changes in Internal Control over Financial 14Reporting

AsThere ~~a result~~have ofbeen ~~the~~no ~~above,~~changes in the ~~net~~Company's internal ~~income~~control ~~for~~over financial reporting during the ~~year~~last ~~ended~~quarterly ~~December~~period ~~31,~~covered ~~2010~~by ~~was $8~~this report that have materially affected,~~223,~~ or ~~compared~~are reasonably likely to amaterially ~~net~~affect, ~~loss~~the ofCompany's ~~$27,866~~internal incontrol ~~2009~~over financial reporting.

~~Please refer~~ITEM to9B ~~our~~– ~~financial~~OTHER ~~statements, beginning on Page F-1, for additional details pertaining to our operations.~~INFORMATION

~~Seasonality~~No event occurred during the fiscal year ended December 31, 2011 that would have required disclosure in a report on Form 8-K, except for those Forms 8K filed with the SEC during that period.

WePART ~~have not noted a significant seasonal impact in our business.~~III

~~Liquidity and~~ITEM ~~Capital~~10 ~~Resources~~– DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

WeAs ~~ended 2010 with working capital (deficit)~~ of ~~approximately~~December ~~$(70~~31,~~137).~~ ~~Our~~2011, ~~working capital~~UTS ~~(deficit)~~had ata ~~the~~total ~~end~~ of ~~2009~~two ~~was~~officers ~~approximately~~and ~~$(86~~directors,~~522).~~ Keith ~~This~~Tench ~~decrease in~~and ~~working~~Daniel ~~capital~~Seifer. isThe ~~attributable~~following totable ~~our~~identifies ~~decrease~~each inexecutive ~~revenues,~~officer ~~which~~and ~~resulted in~~director aof ~~decrease~~the inCompany ~~our~~during ~~accounts~~2011 ~~payable~~and 2010.

Off-Balance Sheet Arrangements

Name	Age	Position
Keith A. Tench	41	Chairman, CEO and CFO
Terrell J. Horne (1)	31	CFO
Daniel Seifer	36	Director

We(1) doMr. ~~not have~~Horne ~~any~~resigned ~~off-balance~~as ~~sheet~~CFO ~~arrangements~~in April 2010. Mr. Tench has assumed responsibilities as CFO.

~~Other~~Background of Executive Officers, Directors and Significant Employees

~~Except for~~Keith ~~historical~~A. ~~information~~Tench ~~contained~~- ~~herein,~~Mr. ~~the~~Tench ~~matters~~has ~~set~~been Chairman ~~forth~~and ~~above~~CEO ~~are forward-looking~~of ~~statements~~UTS ~~that~~since ~~involve~~inception. ~~certain~~Mr. ~~risks~~Tench ~~and~~is ~~uncertainties~~responsible ~~that could~~for ~~cause~~the ~~actual~~growth ~~results~~and todevelopment ~~differ~~of ~~from~~Universal ~~those~~Tracking inSolutions. Prior ~~the~~to ~~forward-looking statements~~UTS, Mr. ~~Potential~~Tench ~~risks~~spent ~~and~~the ~~uncertainties~~past ~~include~~five ~~such~~years ~~factors~~working as ~~the~~President ~~level~~ of ~~business~~a ~~and~~publicly ~~consumer~~traded ~~spending,~~GPS ~~the~~company ~~amount~~and ofas ~~sales~~a ofGlobal ~~our~~Account Executive ~~products~~at AT&T Wireless, ~~the competitive~~where ~~environment~~he ~~within~~was ~~our~~responsible ~~industry,~~for the ~~ability~~advancement toof ~~continue~~Hewlett-Packard, toCompaq ~~expand~~Computers and Agilent Technologies. ~~our~~Mr. ~~operations,~~Tench ~~the~~coordinated ~~level~~a national team of ~~costs~~over ~~incurred~~80 inrepresentatives ~~connection~~that provided sales implementations with ~~our~~remote ~~expansion~~national locations. ~~efforts~~His experience, ~~economic~~and ~~conditions~~knowledge, ~~and~~of the ~~financial~~industry ~~strength~~is ofa ~~our~~valuable ~~customers~~attribute. ~~and~~Mr. Tench was also Mr. Tench graduated from Sonoma State ~~suppliers~~University with a BA in Communication and Information Studies.

~~ITEM 7A~~Terrell J. Horne - ~~QUANTITATIVE~~Mr. ~~AND~~Horne ~~QUALITATIVE~~was ~~DISCLOSURES~~the CFO ~~ABOUT~~of ~~MARKET~~UTS ~~RISK~~since inception. He was responsible for the profitability and financial accuracy of Universal Tracking Solutions. He assists in the audits as well as driving costs out of the business by continuing to focus on every expense. Mr. Horne resigned in April 2010.

~~Pursuant to~~Daniel ~~Item~~Seifer ~~305(e)~~- ofMr. ~~Regulation~~Seifer ~~S-K~~joined (§UTS as ~~229~~a Director at its inception.~~305(e)),~~ Mr. Seifer has spent the ~~Company~~last is12 ~~not~~years ~~required~~working ~~to provide~~in the ~~information~~public ~~required~~markets byas ~~this~~an ~~Item~~independent asconsultant. His experience itincludes isinvestor arelations, ~~“smaller~~consulting, ~~reporting company~~raising capital,” asmergers ~~defined~~and byacquisitions, ~~Rule~~and ~~229~~public relations.~~10(f)(1)~~ Mr. Seifer graduated from Michigan State with a degree in Engineering and a Business Minor.

~~ITEM~~Additional information required by this Item 89 -concerning ~~FINANCIAL~~directors ~~STATEMENTS~~and ~~AND~~executive ~~SUPPLEMENTARY~~officers ~~DATA~~of the Company appears under the heading “Executive Officers of the Registrant” in this report.

Presently, UTS~~’ consolidated~~ ~~financial~~has ~~statements~~a ~~for~~total ~~the~~of ~~years~~2 ~~ended~~officers ~~December 31~~and directors, ~~2010~~Keith ~~start~~Tench ~~on page~~and 22Daniel Seifer.

ITEM ~~9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS~~ ON11. ~~ACCOUNTING~~EXECUTIVE ~~AND FINANCIAL DISCLOSURE CHANGES~~COMPENSATION

~~None~~Executive Compensation

~~ITEM 9A~~The -following Summary Compensation Table sets forth certain information ~~CONTROLS AND~~regarding ~~PROCEDURES~~the compensation of our officers as of December 31, 2011.

~~Management’s Annual~~Summary ~~Report~~Compensation ~~on Internal Control over Financial Reporting~~Table

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

	Year	Fees Earned or Paid in Cash		Options Awarded		All Other Compensation		Total
Keith A. Tench, CEO	2011	$	65,000	$	-	$	-	$	65,000
	2010		65,000		-		-		65,000

Terrell J. Horne, CFO	2011		-		-		-		-
	2010		27,083		-		-		27,083

Daniel Seifer, Director	2011		-		-		-		-
	2010		-		-		-		-

~~Evaluation of~~Option ~~Disclosure~~Grants ~~Controls~~During ~~and~~Last ~~Procedures~~Fiscal Year

~~Our principal~~ No ~~executive officer and principal financial officer (one person) has~~options, ~~reviewed~~warrants ~~the~~or ~~effectiveness~~similar ofrights our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this report and has concluded that the disclosure controls and procedures are effective to ~~ensure~~purchase ~~that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in~~ our ~~internal controls~~Common orStock inhave ~~other~~been ~~factors~~granted ~~that could significantly affect these controls subsequent~~ to ~~the~~any ~~last~~officers ~~day~~or ~~they were evaluated by our principal executive officer and principal financial officer~~directors.

~~Page~~ Employment 15Agreements

~~Changes~~ There are inno ~~Internal~~employment ~~Control~~agreements ~~over~~to ~~Financial Reporting~~date.

~~There have~~Compensation ~~been~~of no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.Directors

~~ITEM~~Our directors receive no compensation as members 9Bof –our ~~OTHER~~board. ~~INFORMATION~~Our directors are reimbursed for travel and out-of-pocket expenses in connection with attendance at board meetings.

NoITEM ~~event occurred~~12. ~~during~~SECURITY ~~the~~OWNERSHIP ~~fiscal~~OF ~~year~~CERTAIN ~~ended~~BENEFICIAL ~~December~~OWNERS ~~31,~~AND ~~2010 that would have required disclosure in a report on Form 8-K, except for those Forms 8K filed with the SEC during that period.~~MANAGEMENT

~~Page~~As of December 31, 2011, there were 22,124,373 16shares of common stock, par value $.0001 outstanding. The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2011.

~~PART III~~• all directors • each person who is known by us to be the beneficial owner of more than five percent (5%) of the outstanding common stock • each executive officer named in the Summary Compensation Table • all directors and executive officers as a group

~~ITEM~~The number of shares beneficially owned by 10each –director ~~DIRECTORS~~or executive officer is determined under rules of the SEC, ~~EXECUTIVE~~and ~~OFFICERS~~the ~~AND~~information ~~CORPORATE~~is ~~GOVERNANCE~~not necessarily indicative of beneficial ownership for any other purpose. Under the SEC rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power. In addition, beneficial ownership includes any shares that the individual has the right to acquire within 60 days. Unless otherwise indicated, each person listed below has sole investment and voting power (or shares such powers with his or her spouse). In certain instances, the number of shares listed includes (in addition to shares owned directly), shares held by the spouse or children of the person, or by a trust or estate of which the person is a trustee or an executor or in which the person may have a beneficial interest.

As of December 31, 2010, UTS had a total of two officers and directors, Keith Tench and Daniel Seifer. The following table identifies each executive officer and director of the Company during 2010 and 2009.

Name and Address of Beneficial Owner (1)	Title of Class	Amount of Beneficial Ownership	Percent of Class
Keith A. Tench	Common Stock	2,900,000	13.11%
Terrell J. Horne	Common Stock	1,010,000	4.57%
Daniel Seifer (2)	Common Stock	4,699,284	21.24%

Total as a Group		8,609,284	38.91%

Name	Age	Position
Keith A. Tench	40	Chairman, CEO and CFO
Terrell J. Horne (1)	30	CFO
Daniel Seifer	35	Director

(1) The address for the listed owners is 3317 S. Higley Rd., Suite 114-475, Gilbert, AZ 85297.

(12) ~~Mr. Horne~~Includes ~~resigned~~2,696,784 asshares ~~CFO~~owned inby ~~April~~Smarts Financial ~~2010.~~Services, ~~Mr.~~a ~~Tench~~company ~~has~~owned ~~assumed~~by ~~responsibilities~~Daniel ~~as CFO~~Seifer.

~~Background~~Unless otherwise indicated, UTS believes that all persons named in the table have sole voting and investment power with respect to all shares of ~~Executive~~the ~~Officers~~common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by such person within 60 days from the date indicated above upon the exercise of options, ~~Directors~~warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by such person (but not those held by any other person) and ~~Significant~~which ~~Employees~~are exercisable within 60 days of the date indicated above, have been exercised.

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

~~Terrell J. Horne - Mr. Horne was the CFO of UTS since inception. He was~~ ~~responsible~~There ~~for~~are ~~the profitability~~no ~~and~~stock ~~financial~~option ~~accuracy of Universal Tracking Solutions. He assists~~or inincentive ~~the audits as well as driving costs out of the business by continuing to focus on every expense~~plans. ~~Mr. Horne resigned in April 2010.~~

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

~~Additional information~~Concurrent ~~required~~with byhaving ~~this~~sufficient ~~Item~~members 9and resources, ~~concerning~~the UTS board of directors will establish an audit committee and ~~executive~~a ~~officers~~compensation committee. We believe that we will need a minimum of five directors to have effective committee systems. The audit committee will review the ~~Company~~results ~~appears~~and ~~under~~scope of the ~~heading~~audit ~~“Executive~~and ~~Officers~~other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may continue or establish and review and recommend compensation arrangements for the ~~Registrant”~~officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient inmembers ~~this~~to ~~report~~establish committees.

~~Presently, UTS~~Shareholder ~~has a total of 2 officers and directors, Keith Tench and Daniel Seifer.~~Matters

~~Page~~As a Nevada corporation, we are subject to 17the Nevada Revised Statutes ("NRS" or "Nevada law"). Certain provisions of Nevada law create rights that might be deemed material to our shareholders. Other provisions might delay or make more difficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.

~~ITEM 11.~~Directors' ~~EXECUTIVE COMPENSATION~~Duties

~~Executive~~Section 78.138 of the Nevada law allows our ~~Compensation~~directors and officers, in exercising their powers to further our interests, to consider the interests of our employees, suppliers, creditors and customers. They can also consider the economy of the state and the nation, the interests of the community and of society and our long-term and short-term interests and shareholders, including the possibility that these interests may be best served by our continued independence. Our directors may resist a change or potential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in our best interest. Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable time, any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities, render us insolvent, or cause us to file for bankruptcy protection

~~The following~~Amendments ~~Summary~~to ~~Compensation Table sets forth certain information regarding the compensation of our officers as of December 31, 2010.~~Bylaws

~~Summary~~Our ~~Compensation~~articles of incorporation provide that the power to adopt, alter, ~~Table~~amend, or repeal our bylaws is vested exclusively with the board of directors. In exercising this discretion, our board of directors could conceivably alter our bylaws in ways that would affect the rights of our shareholders and the ability of any shareholder or group to effect a change in our control; however, the board would not have the right to do so in a way that would violate law or the applicable terms of our articles of incorporation.

	Year	Fees Earned or Paid in Cash		Options Awarded		All Other Compensation		Total
Keith A. Tench, CEO	2010	$	65,000	$	-	$	-	$	65,000
	2009		65,000		-		-		65,000
Terrell J. Horne, CFO	2010		27,083		-		-		27,083
	2009		65,000		-		-		65,000
Daniel Seifer, Director	2010		-		-		-		-
	2009		-		-		-		-

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND CIRECTOR INDEPENDENCE

~~Option Grants~~There ~~During~~are ~~Last~~no ~~Fiscal~~relationships ~~Year~~or related transactions to report.

NoDirector ~~options, warrants or similar rights to purchase our Common Stock have been granted to any officers or directors.~~Independence

~~Employment~~For purposes of determining director independence, ~~Agreements~~we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, Dan Seifer is the only independent director as of December 31, 2010.

~~There~~ITEM ~~are~~14 no– ~~employment agreements~~PRINCIPAL toACCOUNTANT FEES AND ~~date.~~SERVICES

~~Compensation of~~Audit ~~Directors~~Fees

~~Our directors~~Audit ~~receive~~fees noconsist ~~compensation~~of asfees ~~members~~billed for professional services rendered for the audit of our ~~board~~year-end financial statements. ~~Our~~The ~~directors~~financials ~~are~~included in this 10-K filing have not been ~~reimbursed~~audited. ~~for~~Therefore, ~~travel~~we ~~and~~have ~~out-of-pocket~~incurred ~~expenses~~no inaudit ~~connection~~fees ~~with~~as ~~attendance at~~part ~~board~~of ~~meetings~~this filing.

~~ITEM 12.~~Audit-Related ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~Fees

AsAudit-related services consist of fees billed ~~December~~for ~~31,~~assurance ~~2010,~~and ~~there~~related ~~were~~services ~~20,124,373~~that ~~shares~~are reasonably related to the performance of ~~common~~the ~~stock,~~audit ~~par~~or ~~value~~review of our financial statements ~~$.0001~~and ~~outstanding~~are not reported under “Audit Fees.” ~~The~~These ~~following~~services ~~table~~include ~~sets~~attest ~~forth~~services ~~certain~~that ~~information~~are ~~regarding~~not required by statute or ~~the~~regulation ~~beneficial~~and ~~ownership~~consultations ofconcerning ~~our~~financial ~~common~~accounting ~~stock~~and asreporting ofstandards ~~December~~and ~~31, 2010~~were not incurred.

•Tax ~~all~~Services ~~directors~~Fees

•Tax ~~each~~fees ~~person~~consist ~~who~~of isfees ~~known~~billed byfor usprofessional toservices befor ~~the~~tax compliance. ~~beneficial~~These ~~owner~~services ofinclude ~~more~~assistance ~~than~~regarding ~~five~~federal, ~~percent~~state, ~~(5%)~~and oflocal tax compliance. Tax fees were not incurred during the ~~outstanding~~fiscal ~~common~~year ~~stock~~ended December 31, 2011.

•All ~~each~~Other ~~executive officer named in the Summary Compensation Table~~Fees

•Other ~~all~~fees, ~~directors~~which were not incurred, would include fees for products and ~~executive~~services ~~officers~~other asthan athe ~~group~~services reported above.

~~Page 18~~PART IV

~~The number~~ITEM of15 ~~shares~~– ~~beneficially~~EXIHIBITS ~~owned~~AND byFINANCIAL each director or executive officer is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under the SEC rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power. In addition, beneficial ownership includes any shares that the individual has the right to acquire within 60 days. Unless otherwise indicated, each person listed below has sole investment and voting power (or shares such powers with his or her spouse). In certain instances, the number of shares listed includes (in addition to shares owned directly), shares held by the spouse or children of the person, or by a trust or estate of which the person is a trustee or an executor or in which the person may have a beneficial interest.STATEMENTS

Name and Address of Beneficial Owner (1)	Title of Class	Amount of Beneficial Ownership		Percent of Class
Keith A. Tench	Common Stock		2,900,000		14.41	%
Terrell J. Horne	Common Stock		1,010,000		5.02	%
Daniel Seifer (2)	Common Stock		4,699,284		23.35	%
Total as a Group			8,609,284		42.78	%

(a) Financial Statements

~~(1)~~ The ~~address~~ ~~for~~financial ~~the~~statements ~~listed~~included ~~owners~~in isthis ~~3317~~document S.have ~~Higley~~not ~~Rd.,~~been audited ~~Suite~~by ~~114-475,~~an ~~Gilbert,~~Independent ~~AZ 85297~~Auditor.

(2) Includes 2,696,784 shares owned by Smarts Financial Services, a company owned by Daniel Seifer.

	Page
Balance Sheet at December 31, 2011 and 2010	F-1
Statement of Income Years Ended December 31, 2011 and 2010	F-2
Statement of Stockholders’ Equity Years Ended December 31, 2011 and 2010	F-3
Statement of Cash Flows Years Ended December 31, 2011 and 2010	F-4
Notes to Financial Statements	F-5

Unless otherwise indicated, UTS believes that all persons named in the table have sole voting and investment power with respect to all shares of the common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by such person within 60 days from the date indicated above upon the exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by such person (~~but not those held by any other person~~b) ~~and which are exercisable within 60 days of the date indicated above, have been exercised.~~Exhibits

Stock Option and Incentive Plans

No.	Description
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a).
32.1	Certification pursuant to 18 U.S.C. Section 1350.

~~There are no stock option or incentive plans.~~SIGNATURES

~~Committees~~ In accordance with Section 13 or 15(d) of the ~~Board~~Securities Exchange Act of ~~Directors~~1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Concurrent with~~Universal ~~having~~Tracking ~~sufficient members and resources~~Solutions, ~~the UTS board of directors will establish an audit committee and a compensation committee~~Inc. We believe that we will need a minimum of five directors to have effective committee systems. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may continue or establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees.

~~Shareholder Matters~~/s/ Keith A. Tench Dated: February 13, 2012 By: Keith Tench, President, CEO, Chairman of the Board

AsIn ~~a Nevada~~accordance ~~corporation,~~with wethe ~~are~~requirements ~~subject~~of to the ~~Nevada~~Securities ~~Revised~~Act ~~Statutes ("NRS" or "Nevada law"). Certain provisions~~ of ~~Nevada law create rights that might be~~1933, ~~deemed~~as ~~material~~amended, tothis ~~our~~registration ~~shareholders.~~statement ~~Other~~was ~~provisions~~signed ~~might~~by ~~delay~~the orfollowing ~~make~~persons ~~more difficult acquisitions of our stock or changes~~ in ~~our~~the ~~control~~capacities orand ~~might~~on ~~also have~~ the ~~effect~~dates ~~of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests~~stated.

~~Page 19~~Universal Tracking Solutions, Inc.

~~Directors' Duties~~/s/ Keith A. Tench Dated: February 13, 2012 By: Keith Tench, President, CEO, Chairman of the Board

Section 78.138 of the Nevada law allows our directors and officers, in exercising their powers to further our interests, to consider the interests of our employees, suppliers, creditors and customers. They can also consider the economy of the state and the nation, the interests of the community and of society and our long-term and short-term interests and shareholders, including the possibility that these interests may be best served by our continued independence. Our directors may resist a change or potential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in our best interest. Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable time, any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities, render us insolvent, or cause us to file for bankruptcy protection

Universal Tracking Solutions, Inc.
Balance Sheet
Years Ended December 31, 2011 and 2010
	(Unaudited)		(Unaudited)
	2011		2010
ASSETS
Current Assets:
Cash	$	23,602	$	12,045
Accounts receivable		148,052		71,193
Inventory		3,903		740
Other Current Assets		-		4,869
Total Current Assets		175,557		88,847

Property and Equipment, net		1,738		1,738

Other Assets:		10,370		35,069

Total Assets		187,665		125,654

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable		41,952		42,051
Notes Payable, Short Term		29,441		30,718
Unearned Access Revenue		75,608		75,884
Accrued liabilities		18,451		10,331
Total Current Liabilities		165,452		158,984

Long term Liabilities
Notes Payable, long term		19,500		20,000
Unearned Access Revenue		31,659		32,984
Total Long Term Liabilities		51,159		52,984

Total Liabilities:		216,611		211,968

Stockholders' Equity (Deficit):
Common stock at $0.0001 par value; 100,000,000 shares authorized; issued and outstanding: December 31, 2011 - 22,124,373 shares; December 31, 2010 - 20,124,373 shares		2,212		2,012
Additional paid-in capital		552,187		551,087
Accumulated deficit		(583,345)		(639,413)
Stockholders’ Equity		(28,946)		(86,314)

Total Liabilities and Stockholders' Equity (Deficit)	$	187,665	$	125,654

See accompanying notes

Amendments to Bylaws

Universal Tracking Solutions, Inc.
Statement of Operation
For the Years Ended December 31, 2011 and 2010
	(Unaudited)		(Unaudited)
	2011		2010

Revenue	$	652,085	$	553,603
Cost of Revenue		355,721		341,442
Gross Profit		296,364		212,161

Operating Expenses:
General and Administrative		221,162		195,534
Professional Fees		7,630		3,798
Miscellaneous Expense		2,667		3,954
Total Operating Expenses		231,459		203,286

Other Income (Expense):
Miscellaneous Income		218		7,863
Interest Income (Expense)		(9,055)		(8,515)
Total Other (Expense)		(8,837)		(652)



Net (Loss)	$	56,068	$	8,223

Basic and diluted loss per share	$	0.00	$	0.00

Weighted average number of common shares outstanding		21,957,706		20,124,373

See accompanying notes

~~Our articles~~UNIVSERSAL ofTRACKING ~~incorporation provide that the power to adopt~~SOLUTIONS, ~~alter, amend, or repeal our bylaws is vested exclusively with the board of directors~~INC. In exercising this discretion, our board of directors could conceivably alter our bylaws in ways that would affect the rights of our shareholders and the ability of any shareholder or group to effect a change in our control; however, the board would not have the right to do so in a way that would violate law or the applicable terms of our articles of incorporation.

~~ITEM 13~~STATEMENTS -OF ~~CERTAIN~~CASH ~~RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND CIRECTOR INDEPENDENCE~~FLOWS

~~There~~FOR ~~are no~~THE ~~relationships~~NINE orMONTHS ~~related~~ENDED ~~transactions~~SEPTEMBER to30, ~~report.~~2011 AND 2010

~~Director Independence~~(Unaudited)

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, Dan Seifer is the only independent director as of December 31, 2010.

	2011 (unaudited)		2010 (unaudited)

Net income (loss)	$	56,068	$	8,223
Adjustments to reconcile net loss to net cash flows from operating activities:

Depreciation

Changes in operating assets and liabilities:
Accounts receivable		(76,859)		(8,387)
Inventory		(3,163)		5,756
Other current assets		4,899		(3,763)
Accounts payable		(99)		(33.369)
Notes payable, short term		(1,277)		(4,923)
Unearned access revenue		(276)		25,704
Accrued liabilities		8,120		(14,341)
Total adjustments		(68,685)		(33,323)

Net cash flows from operating activities		(12,617)		(25,100)

Cash Flows From Investing Activities
Purchase of property and equipment		--		--
Other assets		24,699		15,051
Net cash flows from investing activities		24,699		15,051

Cash Flows From Financing Activities
Proceeds from notes payable		(500)		--
Unearned access revenue		(1,325)		(6889)
Proceeds from sale of common stock		1,300		--
Net cash provided by financing activities		(525)		(6,889)

Net Change in Cash		11,557		(16,938)

Cash, Beginning of the Period		12,045		28,983

Cash, End of the Period	$	23,602	$	12,045

~~ITEM 14~~See –accompanying ~~PRINCIPAL~~notes ~~ACCOUNTANT~~to ~~FEES~~these ~~AND~~financial ~~SERVICES~~statements.

Audit Fees

Universal Tracking Solutions, Inc.
Statement of Changes in Stockholders' Equity
For the Years Ended December 31, 2011 and 2010

	Common Stock
	Shares		Amount		Paid-in Capital		Accumulated Deficit		Total
Balance, December 31, 2009		20,124,373	$	2,012	$	551,087	$	(647,636)	$	(94,537)
Sale of Common Stock		-		-		-		-		-
Net income, year ended December 31, 2010		-		-		-		8,223		8,223
Balance, December 31, 2010		20,124,373	$	2,012	$	551,087	$	(639,413)	$	(86,314)
Sale of common stock		2,000,000		200		1,100		-		1,300
Net income, year ended December 31, 2011		-		-		-		56,068		56,068
Balance, December 31, 2011		22,124,373	$	2,212	$	552,187	$	(583,345)	$	(28,946)

See accompanying notes

~~Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements~~. ~~The financials included in this 10-K filing have not been audited. Therefore, we have incurred no audit fees as part of this filing.~~

~~Audit-Related~~Universal ~~Fees~~Tracking Solutions, Inc.

~~Audit-related services~~Notes ~~consist of fees billed for assurance and related services that are reasonably related~~ to ~~the~~Financial performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards and were not incurred.Statements

~~Tax~~Note A - Nature of Operations and Basis ~~Services~~of ~~Fees~~Presentation

~~Tax~~The ~~fees consist~~accompanying ofDecember ~~fees billed for professional services for tax compliance. These services include assistance regarding federal~~31, ~~state,~~2011 ~~and~~consolidated ~~local~~financial ~~tax compliance.~~statements ~~Tax~~have ~~fees~~been ~~were~~prepared ~~not~~by ~~incurred during~~ the ~~fiscal~~Company ~~year~~without ~~ended~~audit. ~~December~~In ~~31, 2010.~~the

~~All~~opinion of management, all adjustments (which include only normal ~~Other~~recurring ~~Fees~~adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2011 and for all periods presented have been made.

~~Other fees,~~Nature ~~which~~of ~~were not incurred, would include fees for products and services other than the services reported above.~~Operations

~~Page~~Universal Tracking Solutions, Inc. was incorporated 20on July 11, 2006 in the state of Nevada (“UTS”, or the “Company”). UTS is an application based solutions provider of telemetry tracking systems. UTS specialize in fleet management, law enforcement, and finance applications as well as the motorcycle and auto industries.

~~PART IV~~Merger

~~ITEM~~On 15May –2, ~~EXIHIBITS~~2008, ~~AND~~the ~~FINANCIAL~~shareholders ~~STATEMENTS~~of UTS entered into a share exchange agreement with Dynamic Merger Shell, Inc. (later amended to substitute Dynamic Merger Sub, Inc.), a wholly-owned subsidiary of the Issuer. The share exchange agreement is included in a 14C filed with the Securities and Exchange Commission on September 18, 2008. The acquisition of UTS as a subsidiary of the Issuer was consummated on October 8, 2008.

The Share Exchange Agreement between Dynamic and the Shareholders of Universal Tracking Solutions, Inc. (athe “Plan of Share Exchange”) ~~Financial~~generally ~~Statements~~ provides for the following:

~~The~~1) Universal ~~financial~~Tracking ~~statements~~Solutions, ~~included~~Inc. inwill ~~this~~become ~~document~~a ~~have~~wholly-owned ~~not~~subsidiary ~~been~~of ~~audited~~Dynamic byNatural ~~an Independent~~Resources, ~~Auditor~~Inc. upon the execution of the terms of the Plan of Share Exchange and compliance with the requirements of the laws of Nevada with respect to share exchange transactions;

	Page
Balance Sheet at December 31, 2010 and 2009	F-1
Statement of Income Years Ended December 31, 2010 and 2009	F-2
Statement of Stockholders’ Equity Years Ended December 31, 2010 and 2009	F-4
Statement of Cash Flows Years Ended December 31, 2010 and 2009	F-3
Notes to Financial Statements	F-5

(b3) ~~Exhibits~~ Upon the effectiveness of the Plan of Share Exchange, each outstanding share of Universal Tracking Solutions, Inc. will be converted into a single share of Dynamic Natural Resources, Inc. without any action on the part of the holder thereof; and

No.	Description
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a).
32.1	Certification pursuant to 18 U.S.C. Section 1350.

4) The Plan of Share Exchange shall be effected by the filing of respective articles and plans of share exchange with the State of Nevada Secretary of State.

~~SIGNATURES~~5) Dynamic Common Stock Certificates will be distributed after the Effective Date of the Plan of Share Exchange. The Effective Date will occur at least 20 days after the filing of an Information Statement with the SEC and at least 10 days after mailing of the Information Statement to the Issuer’s shareholders.

In6) UTS ~~accordance~~shareholders ~~with Section 13 or 15(d)~~ of ~~the~~record ~~Securities~~as ~~Exchange Act~~ of ~~1934~~May 1, ~~the~~ ~~Registrant~~2008 ~~has~~are ~~duly~~eligible ~~caused this report~~ to beparticipate ~~signed~~in ~~on its behalf by~~ the ~~undersigned,~~ ~~thereunto~~share ~~duly authorized~~exchange.

~~Universal~~The determination of the exchange ~~Tracking~~ratio in ~~Solutions~~the share exchange was based on the relative degree of control UTS’ controlling shareholders agreed to relinquish in exchange for the potential benefits that ownership of a public issuer may offer, ~~Inc~~on the one hand, and, on the other hand, the assurance of continued opportunities to increase the value of Issuer holdings.

~~/s/~~At ~~Keith~~the A.Effective ~~Tench~~Date ~~Dated:~~of ~~January~~the 24share exchange, ~~2011~~holders ~~By:~~of ~~Keith~~UTS ~~Tench,~~common ~~President~~stock ceased to be stockholders of UTS and will no longer have any rights as UTS stockholders, other ~~CEO~~than the right to receive the applicable consideration in the share exchange. After the Effective Date, ~~Chairman~~there will be no transfers on UTS’ stock transfer books of ~~the~~any ~~Board~~shares of UTS common stock.

InThe term sheet also contained a condition ~~accordance~~precedent ~~with~~to the ~~requirements~~Share ofExchange Agreement that the ~~Securities~~Issuer ~~Act~~shall have effected a reverse split of ~~1933,~~its ascommon ~~amended,~~stock ~~this registration~~and ~~statement~~have ~~was~~issued a ~~signed~~stock bydividend to the ~~following~~September ~~persons~~15, in2006 shareholders of the ~~capacities~~Issuer. ~~and on~~These ~~the~~actions ~~dates~~occurred ~~stated~~in April 2008.

~~Universal~~The merger was accounted for as a reverse acquisition and recapitalization. Universal Tracking Solutions is the acquirer for accounting purposes and Dynamic Natural Resources is the issuer. Accordingly, ~~Inc~~Universal Tracking Solutions’ historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger.

~~/s/~~Basis ~~Keith A. Tench Dated: January 24, 2011 By: Keith Tench, President, CEO, Chairman~~ of ~~the Board~~Presentation

~~Page 21~~Use of Estimates

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

~~Balance Sheet~~Revenue Recognition

~~Years~~Product ~~Ended~~and ~~December~~service ~~31,~~revenue ~~2010~~and the related labor costs and ~~2009~~payroll are recorded in the period in which services are performed or products are delivered. All revenues are accounted for once they are earned. Units Sales are reported upon delivery of the product and the month maintenance fees are recognized when service is provided. Customers typically pay for monitoring services on a monthly basis.

	(Unaudited)			(Unaudited)
	2010			2009
ASSETS
Current Assets:
Cash	$	12,045		$	28,983
Accounts receivable		71,193			62,806
Inventory		740			6,496
Other Current Assets		4,869			1,106
Total Current Assets		88,847			99,391
Property and Equipment, net		1,738			1,738
Other Assets:		35,069			50,120
Total Assets		125,654			151,249
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable		42,051			75,420
Notes Payable, Short Term		30,718			35,641
Unearned Access Revenue		75,884			50,180
Accrued liabilities		10,331			24,672
Total Current Liabilities		158,984			185,913
Long term Liabilities
Notes Payable, long term		20,000			20,000
Unearned Access Revenue		32,984			39,873
Total Long Term Liabilities		52,984			59,873
Total Liabilities:		211,968			245,786
Stockholders' Equity (Deficit):
Common stock at $0.0001 par value; 100,000,000 shares authorized; issued and outstanding: December 31, 2010 - 20,124,373 shares; December 31, 2009 - 20,124,373 shares		2,012			2,012
Additional paid-in capital		551,087			551,087
Accumulated deficit		(639,413	)		(647,636	)
Stockholders’ Equity		(86,314	)		(94,537	)
Total Liabilities and Stockholders' Equity (Deficit)	$	125,654		$	151,249

Accounts Receivable

~~See~~UTS’ trade accounts receivable result ~~accompanying~~from ~~notes~~the sale of its products and services, and consist of private and public companies. UTS uses the allowance method to account for uncollectible accounts. Bad debt expense for the year ended December 31, 2011 was $9,062.

~~Page~~Concentration ~~F -1~~of Credit Risk

~~Universal Tracking~~Financial ~~Solutions~~instruments, ~~Inc~~which potentially expose UTS to concentrations of credit risk consist principally of trade accounts receivable.

~~Statement~~UTS’ trade accounts receivable result from the sale of ~~Operation~~its products and services to customers, and customers consist of public and private companies. In order to minimize the risk of loss from these companies, credit limits, ongoing credit evaluation of its customers, and account monitoring procedures are utilized. Collateral is not generally required. Management analyzes historical bad debt, customer concentrations, customer credit-worthiness, current economic trends, and changes in customer payment tendencies, when evaluating the allowance for doubtful accounts. UTS had one customer account for more than 10% of sales in the year ended December 31, 2011. That customer was Enterprise GPS, representing 10% of sales. UTS had one customer account for more than 10% of accounts receivable in the year ended December 31, 2011, Enterprise GPS (10%).

~~For the~~The ~~Years~~Company ~~Ended~~is ~~December~~obligated 31to pay the salaries, wages, ~~2010~~related benefit costs, and ~~2009~~expenses. Accordingly, the Company's ability to collect amounts due from customers could be affected by economic fluctuations in its markets or these industries.

	(Unaudited)			(Unaudited)
	2010			2009
Revenue	$	553,603		$	808,574
Cost of Revenue		341,442			560,005
Gross Profit		212,161			248,569
Operating Expenses:
General and Administrative		195,534			258,465
Professional Fees		3,798			10,199
Miscellaneous Expense		3,954			1,537
Total Operating Expenses		203,286			270,201
Other Income (Expense):
Miscellaneous Income		7,863			-
Interest Income (Expense)		(8,515	)		(6,234	)
Total Other (Expense)		(652	)		(6,234	)
Net (Loss)	$	8,223		$	(27,866	)
Basic and diluted loss per share	$	0.00		$	(0.00	)
Weighted average number of common shares outstanding		20,124,373			20,124,373

Financial Instruments

~~See~~UTS estimates that the fair value of all financial instruments at December 31, 2011 do not differ materially from the aggregate carrying value of its financial instruments recorded in the accompanying ~~notes~~balance sheets.

~~Page~~Property ~~F -2~~and Equipment

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

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

~~Years ended~~Advertising ~~December 31, 2010 and 2009~~Cost

	(Unaudited)			(Unaudited)
	2010			2009
Cash Flows From Operating Activities
Net loss	$	8,223		$	(27,866	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation		-			-
Changes in operating assets and liabilities:
Accounts receivable		(8,387	)		36,123
Inventory		5,756			14,516
Other current assets		(3,763	)
Accounts payable		(33,369	)		(10,271	)
Notes Payable, Short Term		(4,923	)		24,308
Unearned Access Revenue		25,704			2,882
Accrued liabilities		(14,341	)		(1,929	)
Total adjustments		(33,323	)		65,629
Net cash flows from operating activities		(25,100	)		37,763
Cash Flows From Investing Activities
Purchases of property and equipment		-			-
Other Assets		15,051			23,128
Net cash flows from investing activities		15,051			23,128
Cash Flows From Financing Activities
Proceed from notes payable		-
Unearned Access Revenue		-6889			-49377
Proceeds from sale of common stock		-			-
Net cash provided by financing activities		(6,889	)		(49,377	)
Net Change in Cash		(16,938	)		11,514
Cash, Beginning of the Period		28,983			17,469
Cash, End of the Period	$	12,045		$	28,983

Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. UTS did not have direct-response advertising costs during the year ended December 31, 2011.

~~See accompanying~~Accounting ~~notes~~for Stock-based Compensation

~~Page~~UTS Faccounts for and reports its stock-based employee compensation arrangements using the intrinsic value method as prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25"), Financial Accounting Standards Board Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation ("FIN 44"), and Statement of Financial Accounting Standards No. 148 Accounting for Stock-3Based Compensation - Transition and Disclosure (“SFAS 148”). Accordingly, compensation costs for stock options and warrants are measured as the excess, if any, of the fair value of the stock at the date of grant, over the stock option exercise price. Value Consulting accounts for stock issued to non-employees in accordance with the provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123") Under SFAS No. 123, stock option awards issued to non-employees are accounted for at their fair value on the date issued, where fair value is determined using the Black-Scholes option pricing method.

~~Universal Tracking~~Income ~~Solutions, Inc.~~Taxes

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

~~For the~~Loss ~~Years~~Per ~~Ended December 31, 2010 and 2009~~Share

	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2008		20,124,373	$	2,012	$	551,087	$	(619,770	)	$	(66,671	)
Sale of Common Stock		-		-		-		-			-
Net loss, year end December 31, 2009		-		-		-		(27,866	)		(27,866	)
Balance, December 31, 2009		20,124,373	$	2,012	$	551,087	$	(647,636	)	$	(94,537	)
Sale of common stock		-		-		-		-			-
Net Loss, year ended December 31, 2010		-		-		-		8,223			8,223
Balance, December 31, 2010		20,124,373	$	2,012	$	551,087	$	(639,413	)	$	(86,314	)

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

~~See accompanying~~Recent ~~notes~~Accounting Pronouncements

~~Page~~In FApril 2003, the FASB issued SFAS No. 149, -4“Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. The statement amends and clarifies accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. This statement is designed to improve financial reporting such that contracts with comparable characteristics are accounted for similarly. The statement is generally effective for contracts entered into or modified after June 30, 2003. The Company currently has no such financial instruments outstanding or under consideration and does not expect the adoption of this standard to effect the Company’s financial position or results of operations.

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

~~Notes~~In June 2003, the United States Securities and Exchange Commission adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002. Commencing with our annual report for the year ended September 30, 2010, we will be required to ~~Financial~~include ~~Statements~~a report of management on our internal control over financial reporting. The internal control report must include a statement.

~~Note~~· Aof -management’s ~~Nature~~responsibility offor ~~Operations~~establishing and ~~Basis~~maintaining ofadequate ~~Presentation~~internal control over our financial reporting;

~~The~~· ~~accompanying~~of ~~December~~management’s ~~31,~~assessment ~~2010~~of ~~consolidated financial statements have been prepared by~~ the ~~Company~~effectiveness ~~without audit. In the opinion~~ of ~~management,~~our ~~all~~internal ~~adjustments~~control ~~(which~~over ~~include only normal recurring adjustments)~~financial ~~necessary~~reporting toas ~~present fairly the financial position, results~~ of ~~operations~~year ~~and cash~~end; ~~flows at December 31, 2010~~ and ~~for all periods presented have been made.~~

~~Nature~~· of the framework used by management to evaluate the effectiveness of our internal control ~~Operations~~over financial reporting.

~~Universal Tracking Solutions~~Furthermore, ~~Inc.~~in ~~was~~the ~~incorporated~~following onfiscal ~~July 11~~year, it ~~2006~~is inrequired ~~the~~to ~~state~~file ~~of Nevada~~the ~~(“UTS”,~~registered oraccounting ~~the~~firm’s ~~“Company”).~~attestation ~~UTS~~report isseparately anon ~~application~~the ~~based~~Company’s ~~solutions~~internal ~~provider~~control ofover ~~telemetry~~financial ~~tracking~~reporting ~~systems.~~on ~~UTS~~whether ~~specialize~~it inbelieves ~~fleet~~that ~~management,~~the ~~law enforcement,~~Company ~~and~~has ~~finance~~maintained, ~~applications~~in asall ~~well~~material asrespects, ~~the~~effective ~~motorcycle~~internal ~~and auto~~control ~~industries~~over financial reporting.

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

OnEffective ~~May~~as 2of December 31, ~~2008~~ 2004, the ~~shareholders~~Company adopted the revised interpretation of ~~UTS~~Financial ~~entered~~Accounting ~~into~~Standards aBoard ~~share~~(FASB) ~~exchange~~Interpretation ~~agreement~~No. ~~with~~46 (FIN 46), “Consolidation ~~Dynamic~~of ~~Merger~~Variable ~~Shell~~Interest Entities,” ~~Inc~~(FIN 46-R). ~~(later~~FIN ~~amended~~46-R torequires ~~substitute~~that ~~Dynamic~~certain ~~Merger~~variable ~~Sub, Inc.),~~interest aentities ~~wholly-owned~~be ~~subsidiary~~consolidated by the primary beneficiary of the ~~Issuer.~~entity ~~The~~if ~~share~~the ~~exchange~~equity ~~agreement~~investors ~~is included~~ in the entity do not have the characteristics of a ~~14C~~controlling ~~filed~~financial interest ~~with~~or do not have sufficient equity at risk for the ~~Securities~~entity ~~and~~to ~~Exchange~~finance ~~Commission~~its onactivities ~~September~~without additional subordinated financial ~~18,~~support ~~2008~~from other parties. The ~~acquisition~~Company ofdoes ~~UTS~~not ashave aany ~~subsidiary~~investments ofin ~~the~~entities ~~Issuer~~it ~~was~~believes ~~consummated~~are variable interest entities for onwhich ~~October~~the 8,Company ~~2008~~is the primary beneficiary.

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

1)In ~~Universal~~December ~~Tracking~~2007, ~~Solutions~~the FASB issued FASB Statement No. 141 (Revised 2007), ~~Inc~~Business Combinations (“SFAS No. ~~will~~141(R)”), ~~become~~which arequires ~~wholly-owned~~the ~~subsidiary~~Company to record fair value estimates of ~~Dynamic~~contingent ~~Natural~~consideration ~~Resources~~and certain other potential liabilities during the original purchase price allocation, expense ~~Inc~~acquisition costs as incurred and does not permit certain restructuring activities previously allowed under Emerging Issues Task Force Issue No. ~~upon~~95-3 ~~the~~to ~~execution~~be recorded as a component of purchase accounting. SFAS No. 141(R) applies prospectively to business combinations for which the ~~terms~~acquisition ofdate is on or after the ~~Plan~~beginning of ~~Share~~the ~~Exchange~~first ~~and~~annual ~~compliance~~reporting ~~with~~period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the ~~laws~~Company’s fiscal year ending September 30, 2009 for all prospective business acquisitions. The Company has not determined the effect that the adoption of ~~Nevada~~SFAS ~~with~~No. ~~respect~~141(R) will tohave ~~share~~on ~~exchange~~its ~~transactions;~~financial statements.

2)In ~~Dynamic~~December ~~Natural Resources~~2007, ~~Inc.~~the ~~shall~~FASB ~~issue~~issued ~~and~~FASB ~~deliver~~Statement No. to160, ~~UTS~~Noncontrolling ~~shareholders~~Interests ~~Seven~~in ~~Million~~Consolidated ~~Eighty~~Financial Statements -~~Two~~ ~~Thousand~~an ~~Five~~amendment ~~Hundred~~of ARB No. 51 (~~7,082,500~~“SFAS No. 160”), which ~~shares~~causes ofnoncontrolling ~~Dynamic’s~~interests ~~validly~~in ~~issued,~~subsidiaries ~~fully-paid~~to ~~and~~be ~~non-assessable~~included ~~restricted~~in ~~Common~~the ~~Stock,~~equity $0section of the balance sheet.~~0001~~ SFAS No. ~~par~~160 ~~value~~applies ~~per~~prospectively ~~share~~to inbusiness ~~exchange~~combinations for ~~UTS’~~which ~~shareholders’~~the ~~transfer~~acquisition ofdate ~~their~~is ~~64%~~on ~~ownership~~or ~~interest~~after inthe ~~UTS~~beginning orof ~~7,082,500~~the ~~book~~first annual ~~entry~~reporting ~~shares~~period ofbeginning ~~UTS~~on ~~common~~or ~~stock,~~after ~~$0.0001~~December ~~par~~15, ~~value~~2008, ~~per~~except ~~share~~for (the ~~"UTS~~presentation ~~Shares")~~and ~~constituting~~disclosure ~~all~~requirements, ofwhich shall ~~the~~be ~~issued~~applied ~~and~~retrospectively ~~outstanding~~for ~~capital~~all ~~stock~~periods ofpresented. The ~~UTS~~Company ~~not~~will ~~owned~~adopt bythis ~~Dynamic~~standard ~~Natural~~at ~~Resources,~~the ~~Inc.,~~beginning ~~upon~~of the Company’s ~~terms,~~fiscal ~~provisions,~~year ~~and~~ending ~~conditions~~September ~~and~~30, 2009 for ~~the~~all ~~consideration~~prospective ~~hereinafter~~business ~~set~~acquisitions. The ~~forth~~Company inhas not determined the ~~Share~~effect ~~Exchange~~that ~~Agreement,~~the ~~and~~adoption ~~thereby~~of ~~making~~SFAS ~~UTS~~No. a160 ~~wholly-owned~~will ~~subsidiary~~have ofon ~~the~~its ~~Issuer;~~consolidated financial statements.

3)In ~~Upon~~March 2008, the ~~effectiveness~~FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133 (“SFAS No. 161”), which changes the ~~Plan~~disclosure ofrequirements ~~Share~~for ~~Exchange~~derivative instruments and hedging activities. Pursuant to SFAS No.161, ~~each~~Entities ~~outstanding~~are ~~share~~required ofto ~~Universal~~provide ~~Tracking~~enhanced ~~Solutions~~disclosures about (a) how and why an entity uses derivative instruments, (b) ~~Inc~~how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS ~~will~~No. be161 ~~converted~~is ~~into~~effective afor ~~single~~financial ~~share~~statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. SFAS No. 161 encourages but does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In years after initial adoption, this Statement requires comparative disclosures only for periods subsequent to initial adoption. The Company will adopt this standard at the beginning of ~~Dynamic~~the ~~Natural~~Company’s ~~Resources~~year ending September 30, ~~Inc~~2009. The ~~without~~Company ~~any~~does ~~action~~not onexpect the ~~part~~adoption of SFAS No. 161 to have a material impact on the ~~holder~~financial ~~thereof;~~results ~~and~~of the Company.

4) The ~~Plan~~FASB, ofthe ~~Share~~Emerging Issues Task Force and the Securities and Exchange ~~shall~~Commission behave ~~effected~~issued bycertain ~~the~~other ~~filing~~accounting pronouncements and regulations as of ~~respective~~September ~~articles~~30, 2008 ~~and~~that ~~plans~~will become effective in subsequent periods; however, management of ~~share~~Laufer ~~exchange~~does ~~with~~not ~~the~~believe ~~State~~that any of ~~Nevada~~those ~~Secretary~~pronouncements would have significantly affected Laufer’s financial accounting measurements or disclosures had they been in effect during 2008, and it does not believe that any of ~~State~~those pronouncements will have a significant impact on Laufer’s financial statements at the time they become effective.

5)Critical ~~Dynamic~~Accounting Common Stock Certificates will be distributed after the Effective Date of the Plan of Share Exchange. The Effective Date will occur at least 20 days after the filing of an Information Statement with the SEC and at least 10 days after mailing of the Information Statement to the Issuer’s shareholders.Policies

6)The ~~UTS~~preparation ~~shareholders~~ of ~~record~~financial asstatements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of ~~May~~assets, 1liabilities, revenue ~~2008~~and ~~are~~expenses, ~~eligible~~and torelated ~~participate~~disclosure inof ~~the~~contingent ~~share~~assets ~~exchange~~and liabilities.

~~The determination~~An ofaccounting ~~the~~policy ~~exchange~~is ~~ratio in~~considered ~~the~~to ~~share~~be ~~exchange~~critical if ~~was~~it ~~based~~requires onan ~~the relative~~accounting ~~degree~~estimate ofto ~~control~~be ~~UTS’~~made ~~controlling~~based ~~shareholders~~on ~~agreed~~assumptions toabout ~~relinquish~~matters ~~in exchange~~that ~~for~~are highly uncertain at the ~~potential~~time ~~benefits~~the ~~that~~estimate is ~~ownership~~made, ofand aif ~~public~~different ~~issuer~~estimates ~~may~~that ~~offer, on~~reasonably ~~the~~could ~~one~~have ~~hand,~~been ~~and~~used, onor ~~the~~changes ~~other~~in ~~hand,~~ the ~~assurance~~accounting ofestimates ~~continued~~that are reasonably ~~opportunities~~likely to ~~increase~~occur ~~the~~periodically, ~~value~~could ofmaterially ~~Issuer~~impact ~~holdings~~the financial statements.

AtFinancial ~~the Effective~~Reporting ~~Date~~Release ofNo. 60 ~~the~~requires all ~~share~~companies ~~exchange,~~to ~~holders~~include a discussion of ~~UTS~~critical ~~common~~accounting ~~stock~~policies ~~ceased~~or tomethods ~~be stockholders~~used in the preparation of ~~UTS~~financial ~~and~~statements. There ~~will~~are no ~~longer~~critical ~~have~~policies ~~any~~or ~~rights~~decisions asthat ~~UTS~~rely ~~stockholders, other~~on ~~than~~judgments ~~the~~that ~~right~~are tobased ~~receive~~on ~~the~~assumptions ~~applicable~~about ~~consideration~~matters inthat ~~the~~are ~~share~~highly ~~exchange~~uncertain at the time the estimate is made. ~~After~~ Note 2 to the ~~Effective~~financial ~~Date,~~statements ~~there~~includes ~~will~~a besummary noof ~~transfers~~the onsignificant ~~UTS’~~accounting ~~stock~~policies ~~transfer~~and ~~books~~methods ofused ~~any~~in ~~shares~~the preparation of ~~UTS~~our ~~common~~financial ~~stock~~statements.

~~Page~~Furthermore, Fpublic entities are required to measure liabilities incurred to employees in share-5based payment transactions at fair value as well as estimate the number of instruments for which the requisite service is expected to be rendered. Any incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair values before and after the modification. The Company has yet to determine the effect SFAS No. 123R may have on its financial statements, if any.

~~The~~There ~~term sheet~~are ~~also~~no ~~contained~~differences abetween ~~condition precedent to the Share Exchange Agreement that~~historical ~~the Issuer shall have effected a reverse split of its common stock~~ and ~~have issued~~pro-forma a stock ~~dividend~~based tocompensation ~~the September 15, 2006 shareholders of the Issuer~~value. ~~These actions occurred in April 2008.~~

~~The merger~~Note ~~was~~B ~~accounted~~- ~~for~~Income as a reverse acquisition and recapitalization. Universal Tracking Solutions is the acquirer for accounting purposes and Dynamic Natural Resources is the issuer. Accordingly, Universal Tracking Solutions’ historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger.Taxes

~~Basis~~For income tax purposes UTS had an accumulated deficit of $583,345 as of December 31, 2011, which can be used to offset future federal and state taxable income. No income tax ~~Presentation~~benefit has been recorded in the accompanying financial statements since the recoverability of such assets is not reasonably assured through known future revenue sources.

~~Use~~Note ~~of Estimates~~C- Note Receivable

~~The preparation~~On ofOctober ~~financial~~1, ~~statements~~2006, inUTS ~~conformity~~entered ~~with~~into ~~accounting~~a ~~principles~~short-term, ~~generally~~month ~~accepted in the United States of America requires management~~ to ~~make estimates~~month ~~and~~loan ~~assumptions~~with ~~that~~a ~~affect~~shareholder ~~the~~for ~~reported~~$20,000. ~~amounts~~As of ~~assets~~December ~~and liabilities~~31, ~~and~~2011 ~~disclosure of contingent assets and liabilities at~~ the ~~date~~balance of ~~the~~ ~~financial statements and~~ the ~~reported~~loan ~~amounts~~was ~~of revenues and expenses during the reporting period~~$19,500. ~~Actual results could differ from those estimates.~~

~~Revenue Recognition~~Note D - Cash Flow Supplemental Information

~~Product~~Cash ~~and~~paid ~~service~~for ~~revenue and~~interest ~~the~~during ~~related labor costs and payroll are recorded in~~ the period ~~in which~~ended ~~services~~December ~~are~~31, ~~performed~~2011 oramounted ~~products~~to ~~are delivered~~$9,055. All revenues are accounted for once they are earned. Units Sales are reported upon delivery of the product and the month maintenance fees are recognized when service is provided. Customers typically pay for monitoring services on a monthly basis.

~~Accounts Receivable~~Note E - Stockholders’ Equity

~~UTS’ trade~~Issuance ~~accounts receivable result from the sale~~ of ~~its~~Common products and services, and consist of private and public companies. UTS uses the allowance method to account for uncollectible accounts. Bad debt expense for the year ended December 31, 2010 was $9,062.Stock

~~Concentration~~We issued two million shares of ~~Credit~~common stock in February 2011 as ~~Risk~~payment for various expenses.

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

~~UTS’ trade~~As ~~accounts receivable result from the sale~~ of ~~its~~December ~~products and services to customers~~31, ~~and customers consist of public and private companies. In order to minimize the risk of loss from these companies~~2011, ~~credit~~there ~~limits,~~were ~~ongoing~~no ~~credit~~stock ~~evaluation~~warrants ~~of its customers, and account monitoring procedures are utilized~~outstanding. Collateral is not generally required. Management analyzes historical bad debt, customer concentrations, customer credit-worthiness, current economic trends, and changes in customer payment tendencies, when evaluating the allowance for doubtful accounts. UTS had one customer account for more than 10% of sales in 2010. That customer was Enterprise GPS, representing 10% of sales. UTS had 1 customers account for more that 10% of accounts receivable in 2010. Enterprise GPS (10%).

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

~~Financial Instruments~~Operating Leases

UTS currently has no lease obligations. Our ~~estimates~~executive ~~that~~offices ~~the~~our located ~~fair~~in Gilbert, ~~value~~AZ. ofOur ~~all~~executive ~~financial~~offices ~~instruments~~are atleased ~~December~~on ~~31,~~a ~~2010~~quarter-by-quarter basis. Payments doare ~~not~~made ~~differ~~in ~~materially~~advance ~~from~~and ~~the~~there ~~aggregate~~are ~~carrying~~no ~~value~~on-going oflease ~~its~~obligations. ~~financial instruments~~The ~~recorded~~current inlease ~~the~~rate ~~accompanying~~is ~~balance~~$1,200 ~~sheets~~per month.

~~Property and Equipment~~Litigation

~~Property and~~As ~~equipment~~of ~~are~~December ~~recorded~~31, at2011, ~~historical~~UTS ~~cost~~did ~~and~~not ~~include~~have ~~expenditures, which~~any ~~substantially~~outstanding ~~increase~~legal ~~the~~issues ~~useful~~outside ~~lives~~ of ~~existing~~the ~~property~~ordinary ~~and~~course ~~equipment. Maintenance~~of ~~and repairs are charged to operations when incurred~~business.

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

~~Page~~The Fmerger with Universal Tracking Solutions, -6Inc. was accounted for as a reverse acquisition and recapitalization. Universal Tracking Solutions is the acquirer for accounting purposes and Dynamic Natural Resources is the issuer. Accordingly, Universal Tracking Solutions’ historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger.

~~Advertising Cost~~Note H - Subsequent Events

~~Advertising costs,~~There ~~except for costs associated with direct-response advertising,~~ are ~~charged to~~no ~~operations~~subsequent ~~when incurred~~events. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. UTS did not have direct-response advertising costs during the year ended December 31, 2010.

Accounting for Stock-based Compensation

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

Income Taxes

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

Loss Per Share

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

Recent Accounting Pronouncements

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

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

In June 2003, the United States Securities and Exchange Commission adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002. Commencing with our annual report for the year ended September 30, 2010, we will be required to include a report of management on our internal control over financial reporting. The internal control report must include a statement.

· of management’s responsibility for establishing and maintaining adequate internal control over our financial reporting;

· of management’s assessment of the effectiveness of our internal control over financial reporting as of year end; and

· of the framework used by management to evaluate the effectiveness of our internal control over financial reporting.

Furthermore, in the following fiscal year, it is required to file the registered accounting firm’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.

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

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

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

In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007), Business Combinations (“SFAS No. 141(R)”), which requires the Company to record fair value estimates of contingent consideration and certain other potential liabilities during the original purchase price allocation, expense acquisition costs as incurred and does not permit certain restructuring activities previously allowed under Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of purchase accounting. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the Company’s fiscal year ending September 30, 2009 for all prospective business acquisitions. The Company has not determined the effect that the adoption of SFAS No. 141(R) will have on its financial statements.

In December 2007, the FASB issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51 (“SFAS No. 160”), which causes noncontrolling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the Company’s fiscal year ending September 30, 2009 for all prospective business acquisitions. The Company has not determined the effect that the adoption of SFAS No. 160 will have on its consolidated financial statements.

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In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133 (“SFAS No. 161”), which changes the disclosure requirements for derivative instruments and hedging activities. Pursuant to SFAS No.161, Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. SFAS No. 161 encourages but does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In years after initial adoption, this Statement requires comparative disclosures only for periods subsequent to initial adoption. The Company will adopt this standard at the beginning of the Company’s year ending September 30, 2009. The Company does not expect the adoption of SFAS No. 161 to have a material impact on the financial results of the Company.

The FASB, the Emerging Issues Task Force and the Securities and Exchange Commission have issued certain other accounting pronouncements and regulations as of September 30, 2008 that will become effective in subsequent periods; however, management of Laufer does not believe that any of those pronouncements would have significantly affected Laufer’s financial accounting measurements or disclosures had they been in effect during 2008, and it does not believe that any of those pronouncements will have a significant impact on Laufer’s financial statements at the time they become effective.

Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

Furthermore, public entities are required to measure liabilities incurred to employees in share-based payment transactions at fair value as well as estimate the number of instruments for which the requisite service is expected to be rendered. Any incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair values before and after the modification. The Company has yet to determine the effect SFAS No. 123R may have on its financial statements, if any.

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

Note B - Income Taxes

For income tax purposes UTS had an accumulated deficit of $639,413 as of December 31, 2010, which can be used to offset future federal and state taxable income. No income tax benefit has been recorded in the accompanying financial statements since the recoverability of such assets is not reasonably assured through known future revenue sources.

Note C- Note Receivable

On October 1, 2006, UTS entered into a short-term, month to month loan with a shareholder for $20,000. As of December 31, 2010 the balance of the loan was $20,000.

Note D - Cash Flow Supplemental Information

Cash paid for interest during the period ended December 31, 2010 amounted to $8,515.

Note E - Stockholders’ Equity

Issuance of Common Stock

No stock was issued in 2010 or 2009.

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Common Stock Warrants

As of December 31, 2010, there were no stock warrants outstanding.

Note F - Commitments and Contingencies

Operating Leases

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

Litigation

As of December 31, 2010, UTS did not have any outstanding legal issues outside of the ordinary course of business.

Note G – Consolidated Financials

The merger with Universal Tracking Solutions, Inc. was accounted for as a reverse acquisition and recapitalization. Universal Tracking Solutions is the acquirer for accounting purposes and Dynamic Natural Resources is the issuer. Accordingly, Universal Tracking Solutions’ historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger.

Note H - Subsequent Events

There are no subsequent events.

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