(a) Effective June 1, 2009 (the "Effective Date"), Universal Power Group, Inc.'s (the "Company") independent accountants, KBA Group LLP ("KBA"), joined BKD, LLP. As a result, KBA resigned as the Company's independent accountants as of the Effective Date. The Company's Audit Committee has been notified of the resignation and the reasons for KBA's resignation.

The audit reports of KBA on the financial statements of the Company as of and for the years ended December 31, 2007 and 2008 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the fiscal years ended December 31, 2008 and 2007 and the subsequent interim period through the Effective Date there were (1) no disagreements with KBA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KBA, would have caused them to make reference thereto in their reports on the financial statements for such years and (2) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has furnished to KBA the statements made in this Item
4.01. Attached as Exhibit 16.1 to this Form 8-K is KBA's letter to the Securities and Exchange Commission, dated June 4, 2009 regarding these statements.

(b) As of the date hereof, the Company has not yet engaged a new independent registered public accounting firm.

(c) On June 1, 2009, Ian Edmonds was appointed President and Chief Executive Officer of the Company. Prior to this appointment, he was serving the Company in those positions on an interim basis since January 2009, and as Executive Vice President, Chief Operating Officer, interim Chief Financial Officer and a Director. He will continue in his positions as interim Chief Financial Officer and a Director of the Company. A copy of the press release announcing Mr. Edmonds' promotion is attached as Exhibit 99.1 to this report.

In connection with the promotion, the Company's Compensation Committee approved a new compensation arrangement with Mr. Edmonds pursuant to which he will be entitled to a base salary of $250,000 per annum plus an annual cash bonus equal in amount to seven and one-half percent (7 1/2%) of the Company's audited Income before provision for income taxes, as adjusted, provided the Company meets or exceeds certain targeted performance levels established by the Compensation Committee.

On June 1, 2009, the Company's Board of Directors (the "Board") unanimously adopted a resolution to amend Article 3, Section 3.2 of the Company's Bylaws to provide that the number of directors on the Board may be determined from time to time by resolution of the Board and to reduce to five the number of directors on the Board beginning on the date of the next annual meeting of shareholder. This amendment to the Company's Bylaw was permitted under Article 9, Section 9.7 thereof.

    (d) Exhibits

           EXHIBIT
             NO.                                DESCRIPTION
             --                                 -----------

             3.1       Article 3, Section 3.2 of the Amended and Restated Bylaws
                       of  Universal  Power Group,  Inc.,  as amended on June 1,
                       2009.

            16.1       Letter,  dated  June 4,  2009  from KBA  Group LLP to the
                       Securities and Exchange  Commission,  regarding change in
                       certifying accountant of the Company.

            99.1       Press  release,   dated  June  2,  2009,  announcing  the
                       promotion  of Ian Edmonds to the  positions  of President
                       and Chief Executive Officer of the Company.

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