ubiquitech10ksba2_6252008.htm
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-KSB/A
Annual
Report Under Section 13 or 15(d) of
the
Securities Exchange Act of 1934
For the
Fiscal Year Ended: August 31,
2007
Commission
File No.000-52395
UBIQUITECH SOFTWARE
CORPORATION
(Exact
Name of Small Business Issuer as specified in its charter)
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Colorado
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20-8224855
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(State
or other jurisdiction
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(IRS
Employer File Number)
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of
incorporation)
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7730 East Belleview Ave.,
#A202
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Englewood,
CO
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80111
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(Address
of principal executive offices)
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(zip
code)
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(720)
482-9559
(Registrant's
telephone number, including area code)
Securities
to be Registered Pursuant to Section 12(b) of the Act: None
Securities
to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.0.001 per
share par value
Check
whether issuer is not required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act [ ]
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
preceding 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 past 90 days. Yes: [X] No: [ ]
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form and no disclosure will 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-KSB.
[X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes [ X ] No [
].
Registrant's
revenues for its most recent fiscal year were $-0-. The aggregate market value
of the voting stock held by nonaffiliates cannot be computed because the
Company’s securities do not trade in any market. The number of shares
outstanding of the Registrant's common stock, as of the latest practicable date,
November 1, 2007, was 9,158,000.
FORM 10-KSB/A
Ubiquitech Software
Corporation
INDEX
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Page
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PART
I
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Item
1. Description of Business
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3
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Item
2. Description of Property
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11
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Item
3. Legal Proceedings
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11
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Item
4. Submission of Matters to a Vote of Security Holders
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11
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PART
II
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Item
5. Market for Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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12
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Item
6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
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14
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Item
7. Financial Statements
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F-1
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Item
8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
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17
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Item
8A. Controls and Procedures
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17
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Item
8B. Other Information
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17
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PART
III
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Item
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
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17
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Item
10. Executive Compensation
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19
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Item
11. Security Ownership of Certain Beneficial Owners
and Management
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19
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Item
12. Certain Relationships and Related Transactions
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20
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Item
13. Exhibits and Reports on Form 8-K
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20
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Item
14. Principal Accountant Fees and Services
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20
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Financial
Statements pages
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F-1
– F-8
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Signatures
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21
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For
purposes of this prospectus, unless otherwise indicated or the context otherwise
requires, all references herein to “Ubiquitech,” “we,” “us,” and “our,” refer to
Ubiquitech Software Corporation, a Colorado corporation.
Forward-Looking
Statements
The following discussion contains
forward-looking statements regarding us, our business, prospects and results of
operations that are subject to certain risks and uncertainties posed by many
factors and events that could cause our actual business, prospects and results
of operations to differ materially from those that may be anticipated by such
forward-looking statements. Factors that may affect such forward-looking
statements include, without limitation: our ability to successfully develop new
products and services for new markets; the impact of competition on our
revenues, changes in law or regulatory requirements that adversely affect or
preclude clients from using us for certain applications; delays our introduction
of new products or services; and our failure to keep pace with our
competitors.
When used in this discussion, words
such as "believes", "anticipates", "expects", "intends" and similar expressions
are intended to identify forward-looking statements, but are not the exclusive
means of identifying forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. We undertake no obligation to revise any
forward-looking statements in order to reflect events or circumstances that may
subsequently arise. Readers are urged to carefully review and consider the
various disclosures made by us in this report and other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect our business.
PART I
Item 1. DESCRIPTION OF
BUSINESS.
(a) RISK
FACTORS
You should carefully consider the
risks and uncertainties described below andthe other information in this
document before deciding to invest in shares ofour common
stock.
The occurrence of any of the
following risks could materially and adverselyaffect our business, financial
condition and operating result. In this case,the trading price of our common
stock could decline and you might lose all orpart of your
investment.
Risks Related to Our Business and
Industry
We are recently formed, have no
operating history, and have never been profitable. We have negative
retained earnings.
We were formed as a Colorado business
entity in January, 2007. At the present time, we are a development stage company
which is only minimally capitalized, has not engaged in any substantial business
activity, and has no successful operating history. There can be no
guarantee that we will ever be profitable. From our inception on
January 11,
2007 through August 31,
2007, we generated no revenue. We had a net loss of $12,179 for this period. At
August 31, 2007 we had a retained earnings deficit of
$12,179.
Because we had incurred operating
losses from our inception, our accountants have expressed doubts about our
ability to continue as a going concern.
For the period ended August 31, 2007,
our accountants have expressed doubt about our ability to continue as a going
concern as a result of our continued net losses. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon:
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our ability to begin active
operations;
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our ability to locate clients who will purchase our services;
and
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our ability to generate revenues.
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Based upon current plans, we may incur
operating losses in future periods because we may, from time to time, be
incurring expenses but not generating sufficient revenues. We expect
approximately $50,000 in operating costs over the next twelve months. We cannot
guarantee that we will be successful in generating sufficient revenues or other
funds in the future to cover these operating costs. Failure to generate
sufficient revenues will cause us to go out of business.
Our limited operating history makes
it difficult for us to evaluate our future business prospects and make decisions
based on those estimates of our future performance.
The concept for our business model was
developed in 2007. We have operated as a corporation for short amount of time.
We have a limited operating history, based upon no revenues and a lack of
profitability. These factors make it difficult to evaluate our business on the
basis of historical operations. As a consequence, our past results may not be
indicative of future results. Although this is true for any business, it is
particularly true for us because of our limited operating history. Reliance on
historical results may hinder our ability to anticipate and timely adapt to
increases or decreases in sales, revenues or expenses. For example, if we
overestimate our future sales for a particular period or periods based on our
historical growth rate, we may increase our overhead and other operating
expenses to a greater degree than we would have if we correctly anticipated the
lower sales level for that period and reduced our controllable expenses
accordingly. If we make poor budgetary decisions as a result of unreliable
historical data, we could be continue to incur losses, which may result in a
decline in our stock price.
We have no experience as a public
company.
We have never operated as a public
company. We have no experience in complying with the various rules and
regulations which are required of a public company. As a result, we may not be
able to operate successfully as a public company, even if our operations are
successful. We plan to comply with all of the various rules and regulations
which are required of a public company. However, if we cannot operate
successfully as a public company, your investment may be materially adversely
affected. Our inability to operate as a public company could be the basis of
your losing your entire investment in us.
We are implementing a strategy to
grow our business, which is expensive and may not generate increases in our
revenues.
We intend to grow our business, and we
plan to incur expenses associated with our growth and expansion. Although we
recently raised funds through offerings to implement our growth strategy, these
funds may not be adequate to offset all of the expenses we incur in expanding
our business. We will need to generate revenues to offset expenses associated
with our growth, and we may be unsuccessful in achieving revenues, despite our
attempts to grow our business. If our growth strategies do not result in
significant revenues, we may have to abandon our plans for further growth or may
even cease our proposed operations.
We must effectively manage the growth
of our operations, or we may outgrow our current
infrastructure.
As of August 31, 2007, we had one
employee, our President. If we experience rapid growth of our operations, we
could see a backlog of client orders. We can resolve these capacity issues by
hiring additional personnel and upgrading our infrastructure. However, we cannot
guarantee that sufficient additional personnel will be available or that we will
find suitable technology to aid our growth. In any case, we will continue
pursuing additional sales growth for our company. Expanding our infrastructure
will be expensive, and will require us to train our workforce, and improve our
financial and managerial controls to keep pace with the growth of our
operations.
We have a lack of liquidity and will
need additional financing in the future. Additional financing may not be
available when needed, which could delay our development or indefinitely
postponed.
We are only minimally capitalized.
Because we are only minimally capitalized, we expect to experience a lack of
liquidity for the foreseeable future in our proposed operations. We will adjust
our expenses as necessary to prevent cash flow or liquidity problems. However,
we expect we will need additional financing of some type, which we do not now
possess, to fully develop our operations. We expect to rely principally upon our
ability to raise additional financing, the success of which cannot be
guaranteed. We will look at both equity and debt financing, including loans from
our principal shareholder. However, at the present time, we have no definitive
plans for financing in place, other than the funds which may be loaned to us by
Mr. Sobnosky, our President. In the event that we need additional capital, Mr.
Sobnosky has agreed to loan such funds as may be necessary through December 31,
2008 for working capital purposes. To the extent that we experience a
substantial lack of liquidity, our development in accordance with our proposed
plan may be delayed or indefinitely postponed, our operations could be impaired,
we may never become profitable, fail as an organization, and our investors could
lose some or all of their investment.
As a company with no operating
history, we are inherently a risky investment.
We have no operating history. Because
we are a company with no history, the operations in which we engage in, business
consulting, is an extremely risky business. An investor could lose his entire
investment.
There are factors beyond our control
which may adversely affect us.
Our operations may also be affected by
factors which are beyond our control, principally general market conditions and
changing client preferences. Any of these problems, or a combination
thereof, could have affect on our viability as an entity. We may never become
profitable, fail as an organization, and our investors could lose some or all of
their investment.
There are risks associated with
introducing new products. If we are not successful with those product
introductions, we will not realize on our investment in developing those
products.
We will continue to evaluate
opportunities to develop product solutions, and when we choose to develop such
products we will incur expenses in those development efforts. Market acceptance
of new products may be slow or less than we expect. Our products also may not
perform in a manner that is required by the market, or our competitors may be
more effective in reaching the market segments we are targeting with these
products. Slow market acceptance of these products will delay or eliminate our
ability to recover our investment in these products. During any period that we
unsuccessfully seek to market these products, we will also incur marketing costs
without corresponding revenue.
Our ability to grow our business
depends on relationships with others. We have no established relationships at
this time. We may never develop such relationships. Further, if we
were to lose those relationships, we could lose our ability to sell certain of
our products.
Most of our revenue and a majority of
our gross profit are expected to come from selling integrated solutions,
consisting of combinations of hardware and software products produced by others.
While our relationships will change from time to time, we must rely upon
technology partners to augment and enhance the products we plan to sell. At the
present time, we do not have any technology partners and cannot guarantee we
will ever develop any such partners. If we do develop such partners, we risk
that a given technology partner will change its marketing strategy and
de-emphasize its use of marketing partners such as us. Our ability to generate
revenue from reselling our products would diminish and our operations and
results of operations would be materially and adversely affected.
We are a relatively small company
with limited resources compared to some of our current and potential
competitors, which may hinder our ability to compete
effectively.
Some of our current and potential
competitors have longer operating histories, significantly greater resources,
broader name recognition, and a larger installed base of clients than we have.
As a result, these competitors may have greater credibility with our existing
and potential clients. They also may be able to adopt more aggressive pricing
policies and devote greater resources to the development, promotion and sale of
their products than we can to ours, which would allow them to respond more
quickly than us to new or emerging technologies or changes in client
requirements. In addition, some of our current and potential competitors have
already established supplier or joint development relationships with decision
makers at our potential clients.
We may be unable to hire and retain
key personnel.
Our future success depends on our
ability to attract qualified storage technology and geospatial imagery
personnel. We may be unable to attract these necessary personnel. If we fail to
attract or retain skilled employees, or if a key employee fails to perform in
his or her current position, we may be unable to generate sufficient revenue to
offset our operating costs.
We may need to substantially invest
in marketing efforts in order to grow our business, which will be
expensive.
In order to grow our business, we will
need to develop and maintain widespread recognition and acceptance of our
company, our business model, our services and our products. We have not
presented our service and product offering to the potential market. We plan to
rely primarily on word of mouth from our existing contacts we develop personally
through industry events to promote and market ourselves. In order to
successfully grow our company, we may need to significantly increase our
financial commitment to creating awareness and acceptance of our company among
retailers, which would be expensive. To date, marketing and advertising expenses
have been negligible. If we fail to successfully market and promote our
business, we could lose potential clients to our competitors, or our growth
efforts may be ineffective. If we incur significant expenses promoting and
marketing ourselves, it could delay or completely forestall our
profitability.
Our business is not diversified,
which could result in significant fluctuations in our operating
results.
All of our business is involved in the
marketing of selling integrated data storage solutions, and, accordingly, is
dependent upon trends in the sector. Downturns in the integrated data storage
solutions sector could have a material adverse effect on our business. A
downturn in the integrated data storage solutions sector may reduce our stock
price, even if our business is successful.
We are a relatively small company
with limited resources compared to some of our current and potential
competitors, which may hinder our ability to compete
effectively.
Some of our current and potential
competitors have longer operating histories, significantly greater resources,
broader name recognition, and a larger installed base of clients than we have.
As a result, these competitors may have greater credibility with our existing
and potential clients. They also may be able to adopt more aggressive pricing
policies and devote greater resources to the development, promotion and sale of
their products than we can to ours, which would allow them to respond more
quickly than us to new or emerging technologies or changes in client
requirements. In addition, some of our current and potential competitors have
already established supplier or joint development relationships with decision
makers at our potential clients.
Our success will be dependent upon
our management’s efforts. We cannot sustain profitability without the efforts of
our management.
Our success will be dependent upon the
decision making of our directors and executive officers. These individuals
intend to commit as much time as necessary to our business, but this commitment
is no assurance of success. The loss of any or all of these individuals,
particularly Mr. Sobnosky, our President, could have a material, adverse impact
on our operations. We have no written employment agreements with any officers
and directors, including Mr. Sobnosky. We have not obtained key man life
insurance on the lives of any of our officers or directors.
Our stock has no public trading
market and there is no guarantee a trading market will ever develop for our
securities.
There has been, and continues to be, no
public market for our common stock. An active trading market for our
shares has not, and may never develop or be sustained. If you purchase
shares of common stock, you may not be able to resell those shares at or above
the initial price you paid. The market price of our common stock may fluctuate
significantly in response to numerous factors, some of which are beyond our
control, including the following:
* actual
or anticipated fluctuations in our operating results;
* changes
in financial estimates by securities analysts or our failure to perform in line
with such estimates;
* changes
in market valuations of other companies, particularly those that market services
such as ours;
* announcements by
us or our competitors of significant innovations, acquisitions,
strategic partnerships,
joint ventures or capital
commitments;
* introduction of
product enhancements that reduce the need for our products;
* departures of
key personnel.
Of our total outstanding shares as of
November 1, 2007, a total of 9,040,000, or approximately 99%, will be restricted
from immediate resale but may be sold into the market in the near future. This
could cause the market price of our common stock to drop significantly, even if
our business is doing well.
As restrictions on resale end, the
market price of our stock could drop significantly if the holders of restricted
shares sell them or are perceived by the market as intending to sell
them.
Applicable SEC rules governing the
trading of “Penny Stocks” limits the liquidity of our common stock, which may
affect the trading price of our common stock.
Our common stock is currently not
quoted on in any market. If our common stock becomes quoted, we anticipate that
it will trade well below $5.00 per share. As a result, our common stock is
considered a “penny stock” and is subject to SEC rules and regulations that
impose limitations upon the manner in which our shares can be publicly
traded. These regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock and the associated risks. Under these regulations,
certain brokers who recommend such securities to persons other than established
customers or certain accredited investors must make a special written
suitability determination for the purchaser and receive the written purchaser’s
agreement to a transaction prior to purchase. These regulations have
the effect of limiting the trading activity of our common stock and reducing the
liquidity of an investment in our common stock.
The over-the-counter market for stock
such as ours is subject to extreme price and volume
fluctuations.
The securities of companies such as
ours have historically experienced extreme price and volume fluctuations during
certain periods. These broad market fluctuations and other factors, such as new
product developments and trends in the our industry and in the investment
markets generally, as well as economic conditions and quarterly variations in
our operational results, may have a negative effect on the market price of our
common stock.
Buying low-priced penny stocks is
very risky and speculative.
The shares being offered are defined as
a penny stock under the Securities and Exchange Act of 1934, and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 jointly with spouse, or in transactions not recommended by the
broker-dealer. For transactions covered by the penny stock rules, a
broker-dealer must make a suitability determination for each purchaser and
receive the purchaser's written agreement prior to the sale. In addition, the
broker-dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual bid and
offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public
markets.
We do not expect to pay dividends on
common stock.
We have not paid any cash dividends
with respect to our common stock, and it is unlikely that we will pay any
dividends on our common stock in the foreseeable future. Earnings, if any, that
we may realize will be retained in the business for further development and
expansion.
(b)
NARRATIVE DESCRIPTION OF THE BUSINESS
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Data Storage Problem
Diagnostics
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Live System Problem
Identification and
Notification
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Electronic Data Storage
Management
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Federal Regulatory Compliance
Regulations for Electronic
Storage
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We
believe that the recent increase in the demands for electronic data storage has
increased these challenges to corporate Information Technology (“ IT”)
organizations and technicians significantly over the last several
years.
When
combined with the capital cost of storage, we believe that the maintenance and
labor costs associated with these issues can present a tremendous financial
strain on corporate IT budgets. Therefore, sending routine administrative tasks
to a storage management software tool can be a strategic corporate decision. We
believe that Ubiquitech ESM will provide the capability for corporations to
address these management issues with a low cost, scalable software tool for a
fraction of what they are currently spending on storage management and
administration, since most data storage management tasks are currently being
performed by highly paid technicians. We believe that Ubiquitech ESM can help IT
organizations achieve strategic corporate IT objectives such as:
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Maximizing Use of IT Human
Resources
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Ensuring Electronic
Information Protection
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Managing Costs Associated with
Data Storage Management
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Managing Growth Associated with
Electronic Data Storage
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Meeting Federal Regulatory
Compliance Requirements
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To help
corporations achieve these objectives, we have developed an open, independent
Specialized Storage Management Software (SMS) application.
Ubiquitech
will also actively pursue significant partnership opportunities with several
large, established storage software and hardware
vendors.
The UESM product is
designed to install on any Unix, Linux or Microsoft computer system. We do not
intend to pursue mainframe computer markets.
We
believe that the product is extremely scalable since it will be web
based. This web based user interface is capable of being used to
segregate system users and access as well as to administer corporate computer
security policies across multiple geographical locations.
We intend
to pursue several strategic software development partnerships with established
software and hardware vendors. Additionally, we intend to immediately pursue a
strategic selling relationship with a large storage hardware vendor. At the
present time, there are no definitive agreements in place.
Our
original focus will be in the Denver, Colorado metropolitan area, but eventually
plan to expand nationwide. However, we currently have no plans for expansion. At
the present time, we have no active operations and are developing our business
plan. At the present time, we have no plans to raise any additional funds within
the next twelve months, other than those raised in our recent Offering. Any
working capital will be expected to be generated from internal operations or
from funds which may be loaned to us by Mr. Sobnosky, our President. In the
event that we need additional capital, Mr. Sobnosky has agreed to loan such
funds as may be necessary through December 31, 2008 for working capital
purposes. However, we reserve the right to examine possible
additional sources of funds, including, but not limited to, equity or debt
offerings, borrowings, or joint ventures. Limited market surveys have never been
conducted to determine demand for our services. Therefore, there can be no
assurance that any of its objectives will be achieved.
We have
not been subject to any bankruptcy, receivership or similar
proceeding.
Our address is 7730 East Belleview
Ave., #A202, Englewood, CO 80111. Our telephone number is
(720)482-9559.
(c)
PROPOSED OPERATIONS
We plan
to initially operate out of the office of our President. This office is also
shared with another company owned by our President and largest
shareholder.
We are
not presently marketing our product but plan to do so prior to the end of 2007.
We plan to utilize the expertise and existing business relationships of our
principal officer, Mr. Sobnosky to develop
our opportunities. All operational decisions will be made solely by Mr.
Sobnosky.
It should
be noted, however, that we do not have any extensive history of operations. To the
extent that management is unsuccessful in keeping expenses in line with income,
failure to affect the events and goals listed herein would result in a general
failure of the business. This would cause management to consider liquidation or
merger.
(d)
MARKETS
Our sales
strategy is two fold:
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1)
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Penetrate end user accounts
(hospitals, insurance companies, etc.) through a reseller channel with the
monitoring and reporting components of Ubiquitech
ESM.
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2)
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Generate recurring revenue
streams through strategic software and hardware vendor relationships. IT
departments are currently purchasing these SMS types of tools in order to
address pressing issues in the areas of monitoring and reporting. By
establishing ourself as the incumbent SMS software vendor with the
reporting and monitoring component of UESM, we believe that we
will be able to generate future revenues as software “add-ons” in the
areas electronic data storage management and regulatory
compliance within our client
base.
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We
believe that the primary reason that clients would buy from us rather than
competitors would be the existing relationships that we can develop. We believe
that client loyalty and satisfaction can be the basis for success in this
business. Therefore, we
plan to develop and expand on already existing relationships to develop a
competitive edge. We plan to utilize the expertise of its principal officer to
develop our business.
(e) RAW
MATERIALS
The use
of raw materials is not a material factor in our operations at the present time.
The use of raw materials may become a material factor in the future as we
develop operations.
(f)
CUSTOMERS AND COMPETITION
Generally,
the computer storage business is very dynamic and subject to sudden change. The
competition is essentially divided into two groups: existing large incumbent
storage vendors and independent SMS vendors. Incumbent storage vendors include
Symantec/Veritas, Hewlett Packard, IBM, CA, and others. Most, if not all, of the
incumbents have engaged in some level of acquisition as method of entering the
SMS portion of the computer storage business.
We are
not aware of any direct competitor. Most of our competitors sell and
support specifically developed products or conversely, large, generic reporting
frameworks. To our knowledge, no single vendor provides diagnostics, system
health checking, live problem notification, reporting, and management
across all elements of the electronic data storage infrastructure.
Almost
all of the companies in this industry have greater resources and expertise than
us. Any of them could chose to enter our proposed market at any time.
Competition with these companies could make it difficult, if not impossible for
us to compete, which could adversely affect our results of operations.
Competition from larger and more established companies is a significant threat
and is expected to remain so for us. Any competition may cause us to fail to
gain or to lose clients, which could result in reduced or non-existent revenue.
Competitive pressures may impact our revenues and our growth.
Our
principal effort at this point will be to develop a client base. We believe that
the primary reason that customers would buy from us rather than competitors
would be the existing relationships that we can develop. We believe that
customer loyalty and satisfaction can be the basis for success in this
business. Therefore, we
plan to develop and expand on already existing relationships to develop a
competitive edge.
(g)
BACKLOG
At August
31, 2007, we had no backlogs.
(h)
EMPLOYEES
We have
one full-time employee: Mr. Brian Sobnosky, our President. Mr. Sobnosky does not
draw a salary or receive any other kind of compensation. However, we reimburse
our employee for all necessary and customary business related
expenses. We have no plans or agreements which provide health care,
insurance or compensation on the event of termination of employment or change in
our control. We do not pay our Directors separately for any Board
meeting they attend.
(i)
PROPRIETARY INFORMATION
We
own no proprietary information.
(j)
GOVERNMENT REGULATION
(k)
RESEARCH AND DEVELOPMENT
We have
never spent any amount in research and development activities.
(l)
ENVIRONMENTAL COMPLIANCE
We
believe that we are not subject to any material costs for compliance with any
environmental laws.
(m) HOW
TO OBTAIN OUR SEC FILINGS
We file
annual, quarterly, and special reports, proxy statements, and other information
with the Securities Exchange Commission (SEC). Reports, proxy statements and
other information filed with the SEC can be inspected and copied at the public
reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such
material may also be accessed electronically by means of the SEC's website at
www.sec.gov.
Our investor relations department can be
contacted at our principal executive office located at our principal office,
7730 East Belleview Ave., #A202, Englewood, CO 80111. Our telephone
number is (720)482-9559.
ITEM 2. DESCRIPTION OF
PROPERTY.
We
currently occupies approximately 500 square feet of office and retail space
which we rents from our President and largest shareholder on a month-to-month
basis, currently without charge. This space is considered to be sufficient for
us at the present time. We also own office equipment and the design plans for
our propose software product.
ITEM 3. LEGAL
PROCEEDINGS.
We are
not a party to any material legal proceedings, nor is our property the subject
of any material legal proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS.
We held
no shareholders meeting in the fourth quarter of our fiscal year.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Holders
As of
November 1, 2007, there were 63 record holders of our common stock and there
were 9,158,000 shares of our common stock outstanding. No public market
currently exists for shares of our common stock. We intend to apply to have our
common stock listed for quotation on the Over-the-Counter Bulletin
Board.
The Securities Enforcement and Penny
Stock Reform Act of 1990
The
Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A
purchaser is purchasing penny stock which limits the ability to sell the stock.
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, which:
|
|
l
|
contains
a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary
trading;
|
|
|
l
|
contains
a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a
violation to such duties or other requirements of the Securities Act of
1934, as amended;
|
|
|
l
|
contains
a brief, clear, narrative description of a dealer market, including "bid"
and "ask" prices for penny stocks and the significance of the spread
between the bid and ask price;
|
|
|
l
|
contains
a toll-free telephone number for inquiries on disciplinary
actions;
|
|
|
l
|
defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
|
|
|
l
|
contains
such other information and is in such form (including language, type, size
and format) as the Securities and Exchange Commission shall require by
rule or regulation;
|
The broker-dealer also must
provide, prior to effecting any transaction in a penny stock, to the
customer:
|
|
l
|
the
bid and offer quotations for the penny
stock;
|
|
|
l
|
the
compensation of the broker-dealer and its salesperson in the
transaction;
|
|
|
l
|
the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
|
|
|
l
|
monthly
account statements showing the market value of each penny stock held in
the customer's account.
|
In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
those rules; the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written acknowledgment of the receipt of a risk disclosure
statement, a written agreement to transactions involving penny stocks, and a
signed and dated copy of a written suitability statement. These disclosure
requirements will have the effect of reducing the trading activity in the
secondary market for our stock because it will be subject to these penny stock
rules. Therefore, stockholders may have difficulty selling their
securities.
Equity Compensation Plan
Information
We have no outstanding stock options or
other equity compensation plans.
Reports
Once our
registration statement under Form SB-2 has been declared effective, we will be
subject to certain reporting requirements and will furnish annual financial
reports to our stockholders, certified by our independent accountants, and will
furnish unaudited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.
Stock Transfer
Agent
The
stock transfer agent for our securities is X-Clearing Corp, of Denver, Colorado.
Their address is 535 Sixteenth Street, Suite 810, Denver, Colorado 80202. Their
phone number is (303)573-1000.
Dividend Policy
We
have not previously declared or paid any dividends on our common stock and do
not anticipate declaring any dividends in the foreseeable future. The payment of
dividends on our common stock is within the discretion of our board of
directors. We intend to retain any earnings for use in our operations and the
expansion of our business. Payment of dividends in the future will depend on our
future earnings, future capital needs and our operating and financial condition,
among other factors that our board of directors may deem relevant. We are not
under any contractual restriction as to our present or future ability to pay
dividends.
ITEM 6. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This
Management’s Discussion and Analysis or Plan of Operation contains
forward-looking statements that involve future events, our future performance
and our expected future operations and actions. In some cases, you can identify
forward-looking statements by the use of words such as “may”, “will”, “should”,
“anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”,
“estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these
terms or other similar expressions. These forward-looking statements are only
our predictions and involve numerous assumptions, risks and uncertainties. Our
actual results or actions may differ materially from these forward-looking
statements for many reasons, including, but not limited to, the matters
discussed in this report under the caption “Risk Factors”. We urge you not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this prospectus. We undertake no obligation to publicly update any
forward looking-statements, whether as a result of new information, future
events or otherwise.
The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
included in this report.
Results of
Operations
From our
inception on January 11, 2007 through August 31, 2007, we generated no revenue.
As a result we have no operating history upon which to evaluate our business. In
addition, we have a history of losses. We had a net loss of $12,179for this
period.
Our
accountants have expressed doubt about our ability to continue as a going
concern as a result of our history of net loss. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon our ability to
successfully develop a management consulting practice with regard to accounting,
computer and general business issues for small and home-office based companies
and our ability to generate revenues.
Operating
expenses, which consisted solely of general and administrative expenses for the
period from January 11, 2007 through August 31, 2007 was $12,186. The major
components of general and administrative expenses include consulting fees and
stock transfer fees.
As a
result of the foregoing, we had a net loss of $12,179 for the period from
January 11, 2007 through August 31, 2007.
We
currently have no revenue but continue to develop our plan.
Because
we do not pay salaries, and our major professional fees have been paid for the
year, operating expenses are expected to remain fairly constant.
To try to
operate at a break-even level based upon our current level of proposed business
activity, we believe that we must generate approximately $50,000 in revenue per
year. However, if our forecasts are inaccurate, we will need to raise additional
funds. In the event that we need additional capital, Mr. Sobnosky has agreed to
loan such funds as may be necessary through December 31, 2008 for working
capital purposes.
On the
other hand, we may choose to scale back our operations to operate at break-even
with a smaller level of business activity, while adjusting our overhead to meet
the revenue from current operations. In addition, we expect that we will need to
raise additional funds if we decide to pursue more rapid expansion, the
development of new or enhanced services or products, appropriate responses to
competitive pressures, or the acquisition of complementary businesses or
technologies, or if we must respond to unanticipated events that require us to
make additional investments. We cannot assure that additional financing will be
available when needed on favorable terms, or at all.
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $50,000
in operating costs over the next twelve months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business.
Liquidity and Capital
Resources.
As of
August 31, 2007, we had cash or cash equivalents of $23,791.
Net cash
used for operating activities was $12,179 from our inception on January 11, 2007
through August 31, 2007.
Cash
flows from investing activities were $-0- from our inception on January 11, 2007
through August 31, 2007.
Cash
flows provided by financing activities were $23,784 from our inception on
January 11, 2007 through August 31, 2007. These cash flows were all
related to sales of stock and deferred offering costs.
Over the
next twelve months we do not expect any material our capital costs to develop
operations. We plan to buy office equipment to be used in our
operations.
We
believe that we have sufficient capital in the short term for our current level
of operations. This is because we believe that we can attract sufficient product
sales and services within our present organizational structure and resources to
become profitable in our operations. Additional resources would be needed to
expand into additional locations, which we have no plans to do at this time. We
do not anticipate needing to raise additional capital resources in the next
twelve months In the event that we need additional capital, Mr. Sobnosky has
agreed to loan such funds as may be necessary through December 31, 2008 for
working capital purposes.
Our
principal source of liquidity will be our operations. We expect variation in
revenues to account for the difference between a profit and a loss. Also
business activity is closely tied to the U.S. economy, particularly the economy
in Denver, Colorado. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to successfully develop a
management consulting practice with regard to accounting, computer and general
business issues for small and home-office based companies and our ability to
generate revenues.
In
any case, we try to operate with minimal overhead. Our primary activity will be
to seek to develop clients for our services and, consequently, our sales. If we
succeed in developing clients for our services and generating sufficient sales,
we will become profitable. We cannot guarantee that this will ever occur. Our
plan is to build our company in any manner which will be
successful.
Off-Balance Sheet
Arrangements
We have
no off-balance sheet arrangements with any party.
Critical Accounting
Policies
Our
discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories,
valuation of intangible assets and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
The
accounting policies that we follow are set forth in Note 2 to our financial
statements as included in this prospectus. These accounting policies conform to
accounting principles generally accepted in the United States, and have been
consistently applied in the preparation of the financial
statements.
Recently Issued Accounting
Pronouncements
In
December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 123R "Share Based Payment." This
statement is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance. SFAS No. 123R addresses all
forms of share based payment ("SBP") awards including shares issued under
employee stock purchase plans, stock options, restricted stock and stock
appreciation rights. Under SFAS No. 123R, SBP awards result in a cost that will
be measured at fair value on the awards' grant date, based on the estimated
number of awards that are expected to vest. This statement is effective for
public entities that file as small business issuers, as of the beginning of the
first interim or annual reporting period that begins after December 15, 2005. We
adopted this pronouncement during the first quarter of 2005.
In
December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets -
An Amendment of APB Opinion No. 29. The amendments made by SFAS No. 153 are
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. Further, the amendments
eliminate the narrow exception for non-monetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of non-monetary
assets that do not have "commercial substance." SFAS No. 153 is effective for
non-monetary asset exchanges occurring in fiscal periods beginning after June
15, 2005. The adoption of SFAS No. 153 on its effective date did not have a
material effect on our consolidated financial statements.
In March
2005, the FASB issued Financial Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations - an Interpretation of FASB Statement
No. 143", which specifies the accounting treatment for obligations associated
with the sale or disposal of an asset when there are legal requirements
attendant to such a disposition. We adopted this pronouncement in 2005, as
required, but there was no impact as there are no legal obligations associated
with the future sale or disposal of any assets.
In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections —
A Replacement of APB Opinion No. 20 and SFAS Statement No. 3". SFAS No. 154
changes the requirements for the accounting and reporting of a change in
accounting principle by requiring retrospective application to prior periods'
financial statements of the change in accounting principle, unless it is
impracticable to do so. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005. We
do not expect the adoption of SFAS No. 154 to have any impact on our
consolidated financial statements.
ITEM 7. FINANCIAL
STATEMENTS.
FINANCIAL
STATEMENTS
with
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Ubiquitech
Software Corporation
(A
Development Stage Company)
FINANCIAL
STATEMENTS
With
Independent Accountant’s Audit Report
For the
period January 11, 2007 (Inception) Through August 31, 2007
TABLE OF
CONTENTS
|
|
Page
|
|
|
|
|
Independent
Accountant’s Audit Report
|
F-1
|
|
|
|
|
Balance
Sheet
|
F-2
|
|
|
|
|
Statement
of Operations
|
F-3
|
|
|
|
|
Statement
of Cash Flows
|
F-4
|
|
|
|
|
Statement
of Shareholders’ Equity
|
F-5
|
|
|
|
|
Notes
to Financial Statements
|
F-6
– F-8
|
RONALD R.
CHADWICK, P.C.
Certified
Public Accountant
2851
South Parker Road, Suite 720
Aurora,
Colorado 80014
Telephone
(303)306-1967
Fax
(303)306-1944
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Board of
Directors
Ubiquitech
Software Corporation
Greenwood
Village, Colorado
I have
audited the accompanying balance sheet of Ubiquitech Software Corporation (a
development stage company) as of August 31, 2007 and the related statements of
operations, stockholders' equity and cash flows for the period from January 11,
2007 (inception) through August 31, 2007. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Ubiquitech Software Corporation as
of August 31, 2007 and the related statements of operations, stockholders'
equity and cash flows for the period from January 11, 2007 (inception) through
August 31, 2007 in conformity with accounting principles generally accepted in
the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements the Company has suffered losses from operations that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Aurora,
Colorado /s/
Ronald R. Chadwick, P.C.
October
16,
2007 RONALD
R. CHADWICK, P.C.
Ubiquitech
Software Corporation
(A
Development Stage Company)
Balance Sheet
as of
August 31, 2007
|
Current
Assets - Cash
|
|
$ |
23,791
|
|
| |
|
|
|
|
| |
|
|
|
|
|
TOTAL
ASSETS
|
|
$ |
23,791
|
|
| |
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT)
|
|
| |
|
|
|
|
|
LIABILITIES -
Accounts payable
|
|
$ |
3,686
|
|
| |
|
|
|
|
|
TOTAL
LIABILITIES
|
|
$ |
3,686
|
|
| |
|
|
|
|
|
SHAREHOLDERS'
EQUITY
|
|
|
|
|
|
Preferred
stock, par value $.10 per share; Authorized
|
|
|
|
|
|
1,000,000
shares; issued and outstanding -0- shares.
|
|
|
-
|
|
| |
|
|
|
|
|
Common
Stock, par value $.001 per share; Authorized
|
|
|
|
|
|
50,000,000
shares; issued and outstanding 9,158,000 shares.
|
|
|
9,158
|
|
| |
|
|
|
|
|
Capital
paid in excess of par value
|
|
|
23,126
|
|
| |
|
|
|
|
|
Retained
earnings (deficit)
|
|
|
(12,179 |
) |
| |
|
|
|
|
|
TOTAL
SHAREHOLDERS' EQUITY
|
|
|
20,105
|
|
| |
|
|
|
|
|
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
$ |
23,791
|
|
The
accompanying notes are an integral part of these financial
statements.
Ubiquitech
Software Corporation
(A
Development Stage Company)
Statement of
Operations
For the
period January 11, 2007 (Inception) through August 31, 2007
|
Revenue
|
|
$ |
-
|
|
| |
|
|
|
|
| |
|
|
|
|
|
General and administrative
expenses
|
|
|
|
|
| |
|
|
|
|
|
Consulting
|
|
|
8,500
|
|
|
Stock
transfer fees
|
|
|
3,686
|
|
| |
|
|
|
|
|
Total
General and administrative expenses
|
|
|
12,186
|
|
| |
|
|
|
|
|
(Loss) before other
income
|
|
|
(12,186 |
) |
| |
|
|
|
|
|
Other income -
Interest
|
|
|
7
|
|
| |
|
|
|
|
|
Net
(Loss)
|
|
$ |
(12,179 |
) |
| |
|
|
|
|
|
Basic
(Loss) Per Share
|
|
|
(0.00 |
) |
| |
|
|
|
|
|
Weighted
Average Common Shares
|
|
|
|
|
|
Outstanding
|
|
|
9,039,750
|
|
The
accompanying notes are an integral part of these financial
statements.
Ubiquitech
Software Corporation
(A
Development Stage Company)
Statement of Cash
Flows
For the
period January 11, 2007 (Inception) through August 31, 2007
|
Net
(Loss)
|
|
$ |
(12,179 |
) |
|
Adjustments
to reconcile decrease in net assets to net cash
|
|
|
|
|
|
provided
by operating activities:
|
|
|
|
|
| |
|
|
|
|
|
Stock
issued for services
|
|
|
8,500
|
|
|
Increase
in accounts payable
|
|
|
3,686
|
|
| |
|
|
|
|
|
Net
cash provided by operation activities
|
|
|
7
|
|
| |
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
| |
|
|
|
|
|
Net
cash (used) in investing activities
|
|
|
-
|
|
| |
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
Issuance
of common stock
|
|
|
50,000
|
|
|
Deferred
offering costs
|
|
|
(26,216
|
) |
| |
|
|
|
|
|
Net
cash provided from financing activities
|
|
|
23,784
|
|
| |
|
|
|
|
|
Net increase in
cash
|
|
|
23,791
|
|
|
Cash
at beginning of period
|
|
|
-
|
|
|
Cash at end of
period
|
|
$ |
23,791
|
|
| |
|
|
|
|
|
Supplemental disclosure
information:
|
|
|
|
|
|
Stock
issued for services
|
|
$ |
8,500
|
|
The
accompanying notes are an integral part of these financial
statements.
Ubiquitech
Software Corporation
(A
Development Stage Company)
Statement of Shareholders'
Equity
As of
August 31, 2007
| |
|
Number
Of
|
|
|
|
|
|
Capital
Paid
|
|
|
Retained
|
|
|
|
|
| |
|
Common
|
|
|
Common
|
|
|
in
Excess
|
|
|
Earnings
|
|
|
|
|
| |
|
Shares
Issued
|
|
|
Stock
|
|
|
of
Par Value
|
|
|
(Deficit)
|
|
|
Total
|
|
|
Balance at January 11, 2007
(Inception)
|
|
|
-
|
|
|
$ |
-
|
|
|
$ |
-
|
|
|
$ |
-
|
|
|
$ |
-
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
12, 2007 issued 8,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
of par value $.001 common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
services valued at or $.001 per share
|
|
|
8,500,000
|
|
|
|
8,500
|
|
|
|
-
|
|
|
|
|
|
|
|
8,500
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
12, 2007 issued 500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
of par value $.001 common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
cash of $500 or $.001 per share
|
|
|
500,000
|
|
|
|
500
|
|
|
|
-
|
|
|
|
|
|
|
|
500
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April
23, 2007 issued 40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
of par value $.001 common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
cash of $20,000 or $.50 per share
|
|
|
40,000
|
|
|
|
40
|
|
|
|
19,960
|
|
|
|
|
|
|
|
20,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August
24, 2007 issued 114,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
of par value $.001 common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
cash of $28,500 or $.25 per share
|
|
|
114,000
|
|
|
|
114
|
|
|
|
28,386
|
|
|
|
|
|
|
|
28,500
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August
28, 2007 issued 4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
of par value $.001 common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
cash of $1,000 or $.25 per share
|
|
|
4,000
|
|
|
|
4
|
|
|
|
996
|
|
|
|
|
|
|
|
1,000
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
Offering Costs
|
|
|
|
|
|
|
|
|
|
|
(26,216 |
) |
|
|
|
|
|
|
(26,216 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(Loss)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(12,179 |
) |
|
|
(12,179 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at August 31,
2007
|
|
|
9,158,000
|
|
|
$ |
9,158
|
|
|
$ |
23,126
|
|
|
$ |
(12,179 |
) |
|
$ |
20,105
|
|
The
accompanying notes are an integral part of these financial
statements.
Ubiquitech Software
Corporation
(A
Development Stage Company)
Notes to
Financial Statements
For the
Period January 11, 2007 (Inception) Through August 31, 2007
Note 1 - Organization and
Summary of Significant Accounting Policies
ORGANIZATION
Ubiquitech
Software Corporation. (the “Company”), was incorporated in the State of Colorado
on January 11, 2007. The Company was formed to provide software development in
the data storage and management industry. The Company may also engage in any
business that is permitted by law, as designated by the board of directors of
the Company.
USE OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
STATEMENT OF CASH
FLOWS
For
purposes of the statement of cash flows, the Company considered demand deposits
and highly liquid-debt instruments purchased with maturity of three months or
less to be cash equivalents.
Cash paid
for interest during the period was $0. Cash paid for income taxes
during the period was $0.
BASIC EARNINGS PER
SHARE
The basic
earnings (loss) per common share are computed by dividing the net income (loss)
for the period by the weighted average number of shares outstanding at August
31, 2007.
Ubiquitech Software
Corporation
(A
Development Stage Company)
Notes to
Financial Statements
For the
Period January 11, 2007 (Inception) Through August 31, 2007
Note 1 - Organization and
Summary of Significant Accounting Policies
(Continued)
REVENUE
RECOGNITION
The
Company provides management consulting services. The revenue is recognized when
the services have been preformed. As of August 31, 2007 the Company has had no
operations.
Note 2 – Basis of
Presentation
In the
course of its life the Company has had limited operations. This
raises substantial doubt about the Company’s ability to continue as a going
concern. Management filed a Limited Offering Registration with the
State of Colorado to acquire capital. Management believes this will
contribute toward its operations and subsequent profitability. The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
Note 3 – Related Party
Events
The
Company currently has an office located at an address maintained by the
President on a rent free basis.
Note 4 – Capital
Stock
The
Company authorized 50,000,000 shares of no par value common
stock. Through August 31, 2007, the Company issued a total of
9,158,000 shares raising $50,000 of cash.
On
January 12, 2007 the Company issued 8,500,000 shares of $.001 par value common
stock for services valued at $8,500 or $.001 per share. On January 12, 2007 the
Company issued 500,000 shares of $.001 par value common stock for $500 cash or
$.001 per share.
On April
23, 2007 the Company issued 40,000 shares of $.001 par value common stock for
$20,000 cash or $.50 per share.
Ubiquitech Software
Corporation
(A
Development Stage Company)
Notes to
Financial Statements
For the
Period January 11, 2007 (Inception) Through August 31, 2007
On August
24, 2007 the Company issued 114,000 shares of $.001 par value common stock for
$28,500 cash or $.25 per share as part of a private offering
On August
28 2007 the Company issued 4,000 shares of $.001 par value common stock for
$1,000 cash or $.25 per share as part of a private
offering
Note 4 – Capital Stock
(continued)
The
Company authorized 1,000,000 shares of no par value, preferred stock, to have
such preferences as the Directors of the Company may assign from time to time.
No preferred stock is either issued or outstanding as of August 31,
2007.
The
Company has declared no dividends through August 31, 2007.
Note 5 - Income
Taxes
At August
31, 2007, the Company had a tax loss of $(12,179). As of August 31, 2007 the
Company has fully allowed for these losses in the valuation allowance. The
valuation allowance offset the net deferred tax asset for which there is no
assurance of recovery.
The net
operating loss carry forward will expire in 2027.
ITEM 8. DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
We did
not have any disagreements on accounting and financial disclosures with our
present accounting firm during the reporting period.
ITEM 8A. CONTROLS AND
PROCEDURES.
Evaluation of Disclosure Controls and
Procedures
As of the
end of the period covered by this annual report on Form 10-KSB/A, we evaluated
the effectiveness of the design and operation of its disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
and 15d-15(e)). That evaluation was performed under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer. Based on that evaluation, our Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting him to material information required to be included in its periodic SEC
filings.
Changes in Internal Control over
Financial Reporting
We have
made no significant change in our internal control over financial reporting
during the most recent fiscal quarter covered by this annual report on Form
10-KSB/A that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 8B. OTHER
INFORMATION.
Nothing
to report.
PART III
ITEM 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT.
Set forth
below are the names of the directors and officers of the Company, all positions
and offices with the Company held, the period during which he or she has served
as such, and the business experience during at least the last five
years:
|
Name
|
|
Age
|
|
Positions and Offices
Held
|
|
|
|
|
|
|
|
Brian
Sobnosky
|
|
46
|
|
President,
Treasurer, Director
|
|
|
|
|
|
|
Mr. Sobnosky has been our President, Treasurer and
a Director since our inception. He is the founder and has been the CEO of
several software companies. His primary responsibilities have been sales and
marketing, finance, and operations. From 1995 to 1998 he co-founded and was the
CEO of Data Management Solutions, Inc. (DMSI), a systems integration firm that
in 1997 became the largest reseller of Veritas (now Symantec) software in the
world. DMSI was sold to a competitor, CRANEL, Inc., in 1998 while at a sales
revenue of approximately $20 million. His primary responsibilities at
DMSI were sales and marketing, finance, and operations.
Mr. Sobnosky served as Vice President of Strategic Account Sales for CRANEL Inc.
from 1998-2000. Convergent Data Systems, Inc. (CDSI) was founded by Mr. Sobnosky
in May of 2000.
Founded
in November of 2002 by Mr. Sobnosky, Tavata Software Corporation (TSC) utilized
profits generated by CDSI to fund a software development effort aimed at
bringing an SMS software tool to the SMB market. This was successfully
accomplished in February of 2003. Mr. Sobnosky caused TSC to enter into a
significant software development and investment partnership with a large storage
hardware vendor in September of 2006. Mr. Sobnosky graduated in 1984 from
Youngstown State University with a degree in structural
engineering.
Mr. Nats has been our
Secretary and a Director since May, 2007. He is currently the Chief Technical
Officer (CTO) of @Hand Clinical Data, Inc. @Hand is a Software
Development Company focused on providing Mobile Point of Care and Tracking
Software Applications for the Medical Critical Industry. He oversees all aspects
of software and technology product development for the company. From 2005-2006
He was senior database and technology architect with Comcast Inc., Greenwood
Village, CO., where he designed a Voice Over Internet Protocol (VOIP) billing
system for over 8 million projected users. Mr. Nats served as Technical Manager
for Cendant-Data Integrity Group from 2004-2005, where he designed automated
data collection software to scan numerous telephony based network switches for
reconciliation to billing and provisioning databases. From 2003-2004
Mr. Nats was Chief Engineer with Confio Software where he oversaw the
development and engineering of an Oracle distributed multi-tier performance
tool. From 2001-2003 he was Vice President Application Development with Tavata
Software Corporation, a software development company focused on developing data
collection software for large technology enterprises and owned by Mr. Sobnosky.
Mr. Nats attended Front Range Community College of Colorado and Devry Institute
of Technology, Phoenix AZ from 1984-1989.
Family
Relationships
There are
no family relationships among our directors and executive officers. No director
or executive officer has been a director or executive officer of any business
which has filed a bankruptcy petition or had a bankruptcy petition filed against
it. No director or executive officer has been convicted of a criminal offense
within the past five years or is the subject of a pending criminal proceeding.
No director or executive officer has been the subject of any order, judgment or
decree of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities. No director or officer has been found by a court to have
violated a federal or state securities or commodities law.
Committees of the Board of
Directors
There are
no committees of the Board of Directors.
Section 16(a) Beneficial
Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and
directors and persons owning more than ten percent of the Common Stock, to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-B
under the 34 Act requires us to identify in its Form 10-KSB and proxy statement
those individuals for whom one of the above referenced reports was not filed on
a timely basis during the most recent year or prior years. We have nothing to
report in this regard.
Code of Ethics
Our Board
of directors has not adopted a code of ethics but plans to do so in the
future.
Options/SAR Grants and Fiscal Year
End Option Exercises and Values
We have
not had a stock option plan or other similar incentive compensation plan for
officers, directors and employees, and no stock options, restricted stock or SAR
grants were granted or were outstanding at any time.
Compensation of
Directors
None of
our directors received or were entitled to receive remuneration for the fiscal
year ended August 31, 2007. We were incorporated in 2007.
Item 10. EXECUTIVE
COMPENSATION
No
compensation has been paid and no stock options granted to any of our officers
or directors since inception in 2007. Further, the officers and directors
are not accruing any compensation pursuant to any agreement with us. We have no
plans to pay any compensation to our officers or directors in the
future.
None
of our officers and directors will receive any finder’s fee, either directly or
indirectly, as a result of their respective efforts to implement our business
plan outlined herein.
No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of its
employees.
ITEM 11. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of
November 1, 2007, we had 9,158,000 shares of Common Stock issued and
outstanding. No Preferred Stock has been issued or is outstanding as of the date
hereof.
The following sets forth the number of
shares of our $.0.001 par value common stock beneficially owned by (i) each
person who, as of November 1, 2007.
|
|
|
each
person who is known by us to beneficially own 5% or more of our common
stock;
|
|
|
|
each
of our directors and executive officers;
and
|
|
|
|
all
of our directors and executive officers, as a
group.
|
|
Name
and Address
|
No.
of
|
Percentage
|
|
of
Beneficial Owner
|
Common
Shares
|
of
Ownership(1)(2)
|
|
|
|
|
|
|
|
|
7730
East Belleview Ave. #A202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7730
East Belleview Ave. #A202
|
|
|
|
|
|
|
|
|
|
|
All
Officers and Directors as a Group
|
|
|
|
|
|
|
_______________
(1) All
ownership is beneficial and of record, unless indicated otherwise.
(2) The
Beneficial owner has sole voting and investment power with respect to the shares
shown.
ITEM 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS.
We
currently occupy approximately 500 square feet of office and retail space which
we rent from our President and largest shareholder on a month-to-month basis,
currently without charge.
ITEM 13. EXHIBITS AND REPORTS ON FORM
8-K.
The
following financial information is filed as part of this report:
(a) (1)
FINANCIAL STATEMENTS
(2)
SCHEDULES
(3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are
incorporated by reference to previously filed documents:
|
Exhibit
Number
|
Description
|
|
3.1*
|
Articles
of Incorporation
|
|
3.2*
|
Bylaws
|
|
31.1
|
Certification
of CEO/CFO pursuant to Sec. 302
|
|
32.1
|
Certification
of CEO/CFO pursuant to Sec. 906
|
* Previously filed with Form SB-2 Registration Statement, October 31,
2007.
|
(b)
|
Reports
on Form 8-K. No reports have ever been filed under cover of Form
8-K.
|
ITEM 14: PRINCIPAL ACCOUNTANT FEES
AND SERVICES
Our
independent auditor, Ronald R. Chadwick, P.C., Certified Public Accountant,
billed an aggregate of $3,000 for the year ended August 31, 2007 and for
professional services rendered for the audit of the Company's annual financial
statements and review of the financial statements included in its quarterly
reports.
We do not
have an audit committee and as a result its entire board of directors performs
the duties of an audit committee. Our board of directors evaluates the scope and
cost of the engagement of an auditor before the auditor renders audit and
non-audit services.
SIGNATURES
In
accordance with Section 12 of the SecuritiNovember 28es Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on June 25, 2008.
|
|
UBIQUITECH SOFTWARE
CORPORATION
|
|
|
|
|
| |
By:
|
/s/
Brian Sobnosky
|
|
|
Brian
Sobnosky,
|
|
|
Chief
Executive Officer and President
(principal
executive officer and principal financial and accounting
officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacity and on the date indicated.
|
|
|
|
|
Date:
June 25, 2008
|
By:
|
/s/
Brian Sobnosky
|
|
|
Brian
Sobnosky,
|
|
|
Director
|
|
|
|
|
|
Date:
June 25, 2008
|
By:
|
/s/
Patrick Nats
|
|
|
Patrick
Nats,
|
|
|
Director
|
- 21
-