UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

~~For~~FOR ~~the~~THE ~~quarterly~~QUARTERLY ~~period~~PERIOD ~~ended~~ENDED ~~December~~MARCH 31, ~~2015~~ 2016

£Commission ~~TRANSITION~~file ~~REPORT~~number ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~000-55381

~~For~~UNIVERSAL ~~the~~POWER ~~transition~~INDUSTRY ~~period from ___ to ___~~CORPORATION

Commission File No. 000-55381

CODE NAVY

(Exact name of registrant as specified in its charter)

	Wyoming (State or other jurisdiction of incorporation or organization)	47-1109428 (I.R.S. Employer Identification No.)
9891 Irvine Center Drive, Suite 200 Irvine, California (Address of principal executive offices)			92618 (Zip Code)
	(949) 545-9363 (Registrant’s telephone number, including area code)

Wyoming

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

1385 Broadway

Suite 603A

New York, NY 10018

(Address of principal executive offices, including zip code.)

(800) 540-2079

(Telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No 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 the definitions of “"large accelerated filer,” “"accelerated filer”," "non-accelerated filer," and “"smaller reporting company”" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

~~(Do~~Indicate ~~not~~by check ifmark awhether ~~smaller~~the ~~reporting~~registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

~~Indicate~~State bythe ~~check~~number ~~mark~~of ~~whether~~shares ~~the~~outstanding ~~registrant~~of iseach aof ~~shell~~the ~~company~~issuer's classes ~~(as~~of ~~defined~~common inequity, ~~Rule~~as ~~12b-2~~ of the ~~Exchange~~latest ~~Act).Yes~~practicable odate: No105,191,127 xshares as of May 20, 2016.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant’s common stock as of February 1~~, 2016 was 105,191,127.~~

~~CODE~~PART ~~NAVY~~I.

~~TABLE~~FINANCIAL ~~OF CONTENTS~~INFORMATION

PART I – FINANCIAL INFORMATION		4
			Page No.
ITEM 1	Financial Statements	3
Item 1.	Financial Statements		5
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations/Plan of Operation.		10
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.
ITEM 4	Controls and Procedures	11
Item 4.	Controls and Procedures.		10
PART II – OTHER INFORMATION		12
	PART II
ITEM 1	Legal Proceedings	12
	OTHER INFORMATION
ITEM 1A	Risk Factors	12
Item
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 1.	Legal Proceedings		11
ITEM 3	Defaults Upon Senior Securities	12
Item 1A.	Risk Factors		11
ITEM 4	Mine Safety Disclosures	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		11
ITEM 5	Other Information	12
Item 3.	Defaults Upon Senior Securities		11
ITEM 6	Exhibits	12
Item 4.	Mine Safety Disclosures		11
Item 5.	Other Information		11
Item 6.	Exhibits		11
	Signatures		12

PART I – FINANCIAL INFORMATION

This Quarterly 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 our possible or assumed future results of operations 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. Our 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.

Universal Power Industry Corporation

Contents	Page

Financial Statements:

Balance Sheets as of March 31, 2016 and June 30, 2015- Unaudited	1

Statements of Operations for the three and nine months ended March 31, 2016 and 2015- Unaudited	2

Statements of Cash Flows for the three and nine months ended March 31, 2016 and 2015- Unaudited	3

Notes to Unaudited Financial Statements	5-10

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CODE NAVY
UNIVERSAL POWER INDUSTRY CORPORATION (FORMERLY KNOWN AS CODE NAVY)
BALANCE SHEETS
		December 31,		June 30,
		March 31,		June 30,
		2015		2015
		2016		2015
		(unaudited)		(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	~~13,478~~-	$	5,575
Total Current Assets		~~13,478~~-		5,575
Total Assets	$	~~13,478~~-	$	5,575
LIABILTITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	~~840~~9,887	$	4,670
Total Current Liabilities		~~840~~9,887		4,670
Total Liabilities		~~840~~9,887		4,670
Stockholders' Equity
Preferred stock, no par value, unlimited
shares authorized; no shares issued and
outstanding		-		-
Common stock, no par value, unlimited shares
authorized; 105,191,127 and 100,191,127 shares issued
and outstanding		84,215		35,000
Accumulated deficit		(7194,~~577~~102)		(34,095)
Total stockholders' equity		129,~~638~~887		905
Total Liabilities and Stockholders' Equity	$	~~13,478~~-	$	5,575

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

~~CODE~~UNIVERSAL ~~NAVY~~POWER INDUSTRY CORPORATION

(FORMERLY KNOWN AS CODE NAVY)

STATEMENTS OF OPERATIONS

		For the Six		For the Three		For the Six		For the Three
		For the Nine		For the Three		For the Nine		For the Three
		Months Ended		Months Ended		Months Ended		Months Ended
		December 31,		December 31,		December 31,		December 31,
		March 31,		March 31,		March 31,		March 31,
		2015		2015		2014		2014
		2016		2016		2015		2015
		(unaudited)		(unaudited)		(unaudited)		(unaudited)
REVENUE	$	--	$	--	$	--	$	--
OPERATING EXPENSES
General and administrative		3760,~~482~~007		3522,~~764~~525		611,~~648~~750		65,~~040~~102
Total loss from operations		(3760,~~482~~007)		(3522,~~764~~525)		(611,~~648~~750)		(65,~~040~~102)
NET LOSS	$	(3760,~~482~~007)	$	(3522,~~764~~525)	$	(611,~~648~~750)	$	(65,~~040~~102)
NET LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Basic and diluted weighted average common shares outstanding		~~100~~101,~~245~~918,~~475~~400		~~100~~105,~~299~~191,~~823~~127		100,~~191~~190,~~127~~858		100,~~191~~190,~~127~~858

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

~~CODE~~UNIVERSAL ~~NAVY~~POWER INDUSTRY CORPORATION

(FORMERLY KNOWN AS CODE NAVY)

STATEMENTS OF CASH FLOWS

		For the Six		For the Six
		For the Nine		For the Nine
		Months Ended		Months Ended
		December 31,		December 31,
		March 31,		March 31,
		2015		2014
		2016		2015
		(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3760,~~482~~007)	$	(611,~~648~~750)
Adjustments to reconcile net loss to
net cash used in operating activities:
Change in operating assets and liabilities:
Decrease in accounts payable		(3,830)		(16,397)
Increase (Decrease) in accounts payable		5,217		(12,260)
Net cash used in operating activities		(4154,~~312~~790)		(2324,~~045~~010)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock		49,215
Contributions to capital		--		30,000
Net cash provided by financing activities		49,215		30,000
Net increase in cash		7,903		6,955
Net increase (decrease) in cash		(5,575)		5,990
Cash, at beginning of period		5,575		--
Cash, at end of period	$	~~13,478~~-	$	65,~~955~~990
Supplemental disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	--	$	--
Income taxes	$	--	$	--

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

~~CODE~~UNIVERSAL ~~NAVY~~POWER INDUSTRY CORPORATION

(FORMERLY KNOWN AS CODE NAVY)

NOTES TO FINANCIAL STATEMENTS

~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2015~~2016 AND ~~2014~~2015

(UNAUDITED)

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

The Company

Universal Power Industry Corporation (formerly known as Code Navy), a Wyoming corporation (the "Company") was incorporated on June 9, 2014 and is the result of a holding company reorganization effected under Oklahoma law by Code Navy, a Nevada corporation formerly known as Culture Medium Holdings Corp. (“Code Navy NV”). On June 9, 2014, when the Company was a second-tier subsidiary of Code Navy NV, the Company obtained the rights to its current business plan in exchange for 100,000,000 Code Navy NV shares. Immediately prior to the issuance of the 100,000,000 shares, Code Navy NV had 190,858 shares outstanding. As a result of the holding company reorganization, Code Navy NV changed its name to Culture Medium Holdings Corp., became a wholly-owned Oklahoma subsidiary of the Company and was disposed of to a non-affiliated third party, and the former Code Navy NV shareholders became shareholders of the Company. As of 2015, and giving effect to the holding company reorganization, there were approximately 100,191,127 shares of Common Stock outstanding, including 269 shares issued in for rounding in a reverse stock split. The transaction was accounted for as a reverse merger (recapitalization) with the acquired business plan deemed to be the accounting acquirer and the Company deemed to be the legal acquirer. The financial statements presented herein are those of the accounting acquirer.

On March 24, 2016, Tamara Semenova as Chief Executive Officer, Chief Financial Officer, Secretary, and Director

Of Code Navy (the “Company”) informed the Company that she intends to resign from her positions, effective

immediately. Ms. Semenova’s resignation is not the result of any disagreement with the Company, its management

or its board of directors.

On March 24, 2016, Chun Pao Leng was appointed Chief Executive Officer, Chief Financial Officer, Secretary, and

Director of the Company. Mr. Leng was appointed by unanimous written consent of the board of directors.

The Company is engaged in the business of developing a database of offshore programmers and intends to offer programming services in an offshore floating vessel.

Basis of Presentation of Unaudited Financial Information

The unaudited interim financial statements of the Company for the period ~~December~~March 31, ~~2015~~2016 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K for scaled disclosures for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. Notes to the financial statements which would substantially duplicate the disclosures contained in the unaudited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. These financial statements should be read in conjunction with the notes to the financial statements which appear in the Form 10-K.

NOTE 2 - GOING CONCERN

The accompanying interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company is still in the early stage and has not yet been successful in establishing profitable operations. The Company incurred a net loss of $37,482 for the six months ended December 31, 2015. The Company has not generated any revenues to date. These factors create substantial doubt about the Company's ability to continue as a going concern. As a result, the Company’s independent registered public accounting firm has raised substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company is still in the early stage and has not yet been successful in establishing profitable operations. The Company incurred a net loss of $60,007 for the nine months ended March 31, 2016. The Company has not generated any revenues to date. These factors create substantial doubt about the Company's ability to continue as a going concern. As a result, the Company’s independent registered public accounting firm has raised substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company's management plans to continue as a going concern revolves around its ability to achieve, as well as raise necessary capital to pay ongoing general and administrative expenses of the Company. The ability of the Company to continue as a going concern is dependent on securing additional sources of capital and the success of the Company's plan. There is no assurance that the Company will be successful in raising the additional capital or in achieving profitable operations.

NOTE 3 - STOCKHOLDERS’ EQUITY

The Company has authorized an unlimited number of shares of common stock, no par value, of which 105,191,127 and 100,191,127 shares (after giving effect to the issuance of 269 rounding shares in a reverse stock split) are outstanding as of ~~December~~March 31, ~~2015~~2016 and ~~2014~~2015, and an unlimited number of shares of preferred stock, no par value. The preferred stock may be issued with such rights, preferences and designation and to be issued in such series as determined by the Board of Directors. No shares of preferred stock are issued and outstanding at ~~December~~March 31, ~~2015~~ 2016 or ~~2014~~2015. On December 28, 2015, the Company issued 5,000,000 shares of common stock for $0.01 per share, less escrow and wire fees of $785, for net cash of $49,215.

8NOTE 4 – SUBSEQUENT EVENTS

~~Item~~On 2April 8, 2016, Code Navy (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Wyoming under which the name of the Company was changed to Universal Power Industry Corporation (the “Amendment”). ~~Management’s~~The ~~Discussion~~Amendment, ~~and~~by ~~Analysis~~unanimous written consent in lieu of ~~Financial~~a ~~Condition~~special ~~and~~meeting ~~Results~~of stockholders, was approved by a majority of ~~Operations~~the stockholders of the Company.

~~Forward Looking Statement Notice~~9

~~Certain~~ITEM statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations2. ~~Such~~ statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Code Navy, (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The CompanyMANAGEMENT'sS ~~plans~~DISCUSSION ~~and~~AND ~~objectives~~ANALYSIS ~~are~~OR ~~based,~~PLAN inOF ~~part, on assumptions involving the continued expansion of business~~OPERATION. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

~~Critical~~Forward ~~Accounting~~Looking ~~Policies and Estimates~~Statements

~~Use~~This ofsection ~~estimates. In~~includes ~~preparing~~a ~~financial~~number of forward-looking statements inthat ~~conformity~~reflect ~~with~~our ~~accounting~~current ~~principles~~views ~~generally~~with ~~accepted~~respect into ~~the~~future ~~United~~events ~~States of America, management makes estimates~~ and ~~assumptions~~financial ~~that~~performance. ~~affect~~Forward-looking ~~the~~statements ~~reported~~are often ~~amounts~~identified ofby ~~assets~~words ~~and~~like: ~~liabilities~~believe, ~~and~~expect, ~~disclosures~~estimate, ofanticipate, ~~contingent~~intend, ~~assets~~project and ~~liabilities~~similar atexpressions, ~~the~~or ~~dates~~words ofwhich, by ~~the~~their ~~financial statements~~nature, asrefer ~~well~~to asfuture ~~the~~events. ~~reported~~You ~~amounts~~should ofnot ~~revenues~~place ~~and~~undue ~~expenses~~certainty ~~during~~on ~~the~~these ~~reporting~~forward-looking ~~periods. These accounts and estimates include~~statements, ~~but~~which ~~are~~apply only ~~not~~as ~~limited~~of ~~to,~~ the ~~valuation~~date of ~~accounts~~this ~~receivable,~~report. ~~inventories,~~These ~~deferred~~forward-looking ~~income~~states ~~taxes~~are ~~and~~subject ~~the~~to ~~estimation~~certain onrisks ~~useful~~and ~~lives~~uncertainties ofthat ~~property,~~could ~~plant~~cause actual ~~and equipment. Actual~~ results ~~could~~to differ materially from ~~those~~historical ~~estimates~~results or out predictions.

Plan of Operations

We had a loss from operations for the ~~six~~ nine and three months ended ~~December~~March 31, ~~2015~~2016 of $3760,~~432~~007 and $3522,~~764~~525, respectively, consisting of general and administrative expenses, including rent, utilities, wages, professional fees and advertising expenses. This compares to general and administrative expenses of $611,~~648~~ 750 and $65,~~040~~102 for the ~~six~~nine and three months ended ~~December~~March 31, ~~2014~~2016, respectively. The increase in general and administrative expenses is due to our expansion of operations~~, including hiring of programming and operational personnel~~. ~~We expect our quarterly expenses to be about $50,000 per quarter in 2016. We project we will continue to have losses from operations until such time as we have sales from operations.~~

WeThe ~~have~~Company ~~established~~is aexploring ~~series~~the possibility of entering ~~milestones~~into ~~for~~strategic ~~our~~partnerships ~~operating~~or ~~plan,~~making asstrategic ~~follows:~~acquisitions in order to further its expansion of operations.

~~Date~~Liquidity orand Capital Resources

~~number~~We had $0 in cash at March 31, 2016, and there were outstanding liabilities of $9,887. The Company hopes to meet its operating expenses through revenue generated by current client engagements. There is very little historical financial information about us upon which to base an evaluation of our performance.

~~Expected~~Off-Balance ~~manner~~Sheet of Arrangements

~~months~~We ~~after~~do ~~receipt~~not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

~~Occurrence~~ITEM or4. CONTROLS AND PROCEDURES.

Evaluation of ~~proceeds~~Disclosure ~~when~~Controls and Procedures

~~Event~~Management ormaintains ~~Milestone~~“disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~method~~In connection with the preparation of ~~achievement~~this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2016.

~~should~~Based beon ~~accomplished~~that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information

~~1. Complete website~~ 10

~~Programming~~required to be disclosed, within the time periods specified in the Securities and ~~website~~Exchange Commission’s rules and forms.

~~June~~Changes ~~30,~~in ~~2014~~Internal Controls over Financial Reporting

~~The~~As ~~website~~of ~~and~~the end of the ~~software~~period ~~for~~covered by this report, there have been no changes in the ~~programmer~~internal ~~database~~controls ~~were~~over ~~completed~~financial byreporting ~~June~~during 30the quarter ended March 31, ~~2014.~~2016, Wethat materially doaffected, ~~not~~or ~~require~~are ~~any~~reasonably ~~cash~~likely to ~~complete~~materially ~~this~~affect, ~~milestone.~~our internal control over financial reporting subsequent to the date of management’s last evaluation.

2PART II. ~~Obtain~~OTHER ~~database of qualified Advertising on trade~~INFORMATION

March 31, 2016

programmers

publications

This stage will not involve the expenditure of a significant amount of cash (under $40,000). Programmers who are interested in becoming part of our database will complete information regarding their location and their qualifications such as the programming languages in which they are competent. We hope to have a minimum database of 5,000 programmers by March 31, 2016.

3.Market to customers

Sales representatives and trade

June 2016

shows

This milestone will require approximately $200,000, primarily in salaries of $140,000, marketing materials of $10,000, and trade show expenses of $50,000, and we expect to commence marketing efforts upon receiving proceeds from our registered offering. We intend to hire 3-5 outside sales persons and concentrate in the Western United States. Timing of these expenses will be (a) arrange for placement at industry trade shows; (b) hire one outside sales person to coordinate trade show placement and direct mailing; (c) prepare, print and mail our materials to potential customers; (d) place new media (internet etc) advertisements ( e) add additional sales representatives. We must obtain programming contracts for at least 30 programmers and for one year to commence business on the vessel.

4. Acquire and Refit Vessel

Locate, acquire and refit

Twelve

We intend to use commercial marine brokers to locate a suitable candidate for acquisition. Refit will be outsourced to marine tradesmen in a lower-cost jurisdiction such as Trinidad or Mexico. The acquisition, refit and anchoring phase is expected to require 3-6 months and the bulk of our cash requirements. Bearing in mind that not all vessels available are actively listed at any time, a search on the various websites listing vessels for sale reflects that there are many vessels available at this time.

Our operations have been limited to development of our business plan. If we cannot meet our timetable, we will not be able to obtain revenues. Delay in Milestones 2 and 3 would not seriously impact our liquidity, since we have minimal operating costs until such time as we have obtained contracts. Therefore, we have to be especially careful to acquire a vessel which does not require extensive refit for our intended use. We have cash on hand of $13,478 as of December 31, 2015, which we believe sufficient for our operating expenses until we commence marketing.

Notably, if we are unable to acquire and refit a suitable vessel, our alternative operating plan will be to offer traditional offshore programming services utilizing our database of programmers until such time as we are able to acquire a vessel and station programmers on that vessel.

There can be no assurance that our efforts to implement our business plan will be successful or that we will obtain revenues or profitability.

Information included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology. The statements in "Risk Factors" and other statements and disclaimers in this report constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.

Our activities have mostly been devoted to seeking capital; seeking supply contracts and development of a business plan. Our auditors have included an explanatory paragraph in their report on our financial statements, relating to the uncertainty of our business as a going concern, due to our lack of operating history or current revenues, its nature as a start up business, management's limited experience and limited funds. We do not believe that conventional financing, such as bank loans, is available to us due to these factors. We have no bank line of credit available to us. Management believes that it will be able to raise the required funds for operations from one or more future offerings, in order to effect our business plan.

Our future operating results are subject to many facilities, including:

o our success in entering into favorable business partnerships with pharmaceutical distributors;

o the success of any joint marketing agreements;

o our ability to obtain additional financing; and

o other risks which we identify in future filings with the SEC.

Any or all of our forward looking statements in this prospectus and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances which occur after the date of this report.

Contractual Obligations and Off-Balance Sheet Arrangements

We do not have any contractual obligations or off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s principal executive officer and its principal financial officer, performed an evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d -14 (c) as of December 31, 2015. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’s periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the period ended December 31, 2015 that have materially affected or are reasonably likely to materially affect our internal controls.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

WeTo ~~are~~the best knowledge of the Company’s officers and directors, the Company is currently not a party to orany ~~otherwise~~material ~~involved~~pending ~~in any~~ legal ~~proceedings~~proceeding.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

~~There have been no events which are required to be reported under this Item~~None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

~~Item~~ITEM 6. ~~Exhibits and Financial Statement Schedules~~EXHIBITS.

31The following exhibits are included with this quarterly filing. ~~Certification~~Those ofmarked ~~CEO~~with an asterisk and ~~CFO.~~required ~~Filed~~to ~~herewith~~be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-199371, at the SEC website at www.sec.gov :

32. Certification pursuant to 18 U.S.C. Section 1350 of CEO and CFO. Filed herewith.

Exhibit No.		Description

3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Sec. 302 Certification of Principal Executive Officer & Chief Financial Officer
32.1		Sec. 906 Certification of Principal Executive Officer & Chief Financial Officer

12101 Interactive data files pursuant to Rule 405 of Regulation S-T

~~SIGNATURES~~11

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

	CODE NAVY
Dated: February 3, 2016	By:	/s/ Tamara Semenova
		Tamara Semenova
		President and Chief Financial Officer (chief financial and accounting officer and duly authorized officer)

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

13SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, this 23rd day of May, 2016

Universal Power Industry Corporation

/s/ Chun Pao Leng

----------------------------

Chief Executive Officer, President, Chief Accounting Officer and Director

I, Chun Pao Leng, certify that:

1.	I have reviewed this Form 10-Q for the quarter ended March 31, 2016 of Universal Power Industry Corporation;

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

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

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

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

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

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

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

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

May 23, 2016

/s/ Chun Pao Leng

Chun Pao Leng

Chief Executive Officer, Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Chun Pao Leng, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Universal Power Industry Corporation on Form 10-Q for the quarterly period ended March 31, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Universal Power Industry Corporation.


By:		/s/ Chun Pao Leng
		Chun Pao Leng
		Chief Executive Officer, Chief Financial Officer (Authorized Officer) May 23, 2016

Filing Compare · UNIVERSAL POWER INDUSTRY Corp