SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB
Annual
Report Under Section 13 or 15(d) of
the
Securities Exchange Act of 1934
For the
Fiscal Year Ended: August
31, 2008
Commission
File No.000-52395
UBIQUITECH SOFTWARE
CORPORATION
(Exact
Name of Registrant 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, 2008, was 9,158,000.
FORM
10-KSB
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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12
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Item
4. Submission of Matters to a Vote of Security Holders
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12
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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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18
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Item
8A(T). Controls and Procedures
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18
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Item
8B. Other Information
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19
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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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19
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Item
10. Executive Compensation
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20
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Item
11. Security Ownership of Certain Beneficial Owners
and Management
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21
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Item
12. Certain Relationships and Related Transactions
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21
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Item
13. Exhibits and Reports on Form 8-K
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22
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Item
14. Principal Accountant Fees and Services
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22
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Financial
Statements pages
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F-1
– F-8
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Signatures
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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 and the
other information in this document before deciding to invest in shares of our
common stock.
The
occurrence of any of the following risks could materially and adversely affect
our business, financial condition and operating result. In this case, the
trading price of our common stock could decline and you might lose all or part
of your investment.
Risks
Related to Our Business and Industry
We
have a limited 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
have not engaged in any substantial business activity, and have 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, 2008,
we generated no revenue. We had a net loss of $36,343 for this period. At August
31, 2008 we had a retained earnings deficit of $36,343.
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, 2008, 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:
- our ability
to begin active operations;
- our
ability to locate clients who will purchase our services; and
- our
ability to generate revenues.
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, 2008, 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, 2008, 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
Our
business is to develop and market proprietary specialized computer software to
help manage electronically stored data. We have designed and plan to develop a
software application for health care businesses which will be known as
Ubiquitech™ Enterprise Storage Manager (“UESM"). UESM will be designed to
provide computer data storage technicians with reporting and system
problem notification. The UESM software application will assist technicians
with:
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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 the
first quarter of 2009. 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, 2008, 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
We do not
expect to be subject to material governmental regulation. However, it is our
policy to fully comply with all governmental regulation and regulatory
authorities.
(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) SUBSEQUENT
EVENT
On
September 30, 2008, we incorporated two wholly-owned subsidiaries,
Enterpriseware Software Corporation and Datamatrix Software
Corporation.
(l) 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.
Holders
As of
November 1, 2008, there were 63 record holders of our common stock and there
were 9,158,000 shares of our common stock outstanding. A limited public market
currently exists for shares of our common stock. No public market currently
exists for shares of our common stock. We applied to have our common stock
listed for quotation on the Over-the-Counter Bulletin Board. In July 2008, we
were approved for trading on the Over-the-Counter Bulletin Board under the
trading symbol UBQU.
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:
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contains
a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary
trading;
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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;
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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;
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contains
a toll-free telephone number for inquiries on disciplinary
actions;
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defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
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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;
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The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
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the
bid and offer quotations for the penny
stock;
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the
compensation of the broker-dealer and its salesperson in the
transaction;
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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
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monthly
account statements showing the market value of each penny stock held in
the customer's account.
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In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
Equity
Compensation Plan Information
We have
no outstanding stock options or other equity compensation plans.
Reports
We are
subject to certain reporting requirements and furnish annual financial reports
to our stockholders, certified by our independent accountants, and 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-Pedited Transfer Corporation, 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, 2008, 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 $36,343 for
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
fiscal year ended August 31, 2008 were $24,299. From January 11, 2007 through
August 31, 2008, our operating expenses were $36,485. 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 $24,164 for the fiscal year ended
August 31, 2008 and a loss of $36,343 for the period from January 11, 2007
through August 31, 2008.
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, 2008, we had cash or cash equivalents of $1,825.
Net cash
used for operating activities was $21,966 for the fiscal year ended August 31,
2008 compared to $21,959 from our inception on January 11, 2007 through August
31, 2008.
Cash
flows from investing activities were $-0- for the fiscal year ended August 31,
2008 and $-0- from our inception on January 11, 2007 through August 31,
2008.
Cash
flows provided by financing activities were $-0-for the fiscal year ended August
31, 2008, compared to $23,784 from our inception on January 11, 2007 through
August 31, 2008. 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 1 to our financial
statements as included in this document. 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 Registrants, 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