UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K



(Mark One)



xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934



For the fiscal year ended December 31,
2013



or



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



For the transition period from ______________
to ______________



Commission file number: 333-179738



|Ubiquity
    Broadcasting Corporation                       
|------------------------------------------------------------
|( Exact name
    of registrant as specified in its charter )



|Nevada                                                                 |  | 99-0371375                              
|---------------------------------------------------------------------- |  | ----------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer Identification
    No.)



|9801 Research Drive
        Irvine, CA       |  | 92618     
|-------------------------------------------- |  | ----------
|(Address of principal
    executive offices) |  | (Zip Code)



|Registrant’s
    telephone number, including area code :  (949) 489-7600
|------------------------------------------------------------------------



|Securities
    registered under Section 12(b) of the Act:
|---------------------------------------------------------
|                                                         
|Title of each class:
    None                            
|                                                         
|Securities
    registered under Section 12(g) of the Act:
|(Title of class)
        None                            



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.  Yes ̈Noþ



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YesþNo ̈



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 ̈Noþ



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesþNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



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



|Large
    accelerated filer. ̈                                                                 | Accelerated
    filer. ̈        
|--------------------------------------------------------------------------------------------- | -------------------------------
|Non-accelerated
        filer. ̈
        (Do not check if a smaller reporting
        company) | Smaller reporting
    company.þ



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ̈Noþ



State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently
completed second fiscal quarter, June 30, 2013: $20,246,400.



Number of the issuer’s common stock outstanding as of:  April 15, 2014 – 327,326,696



Documents incorporated by reference: None.











TABLE OF CONTENTS



|           |                                                                                                                   | Page
|---------- | ----------------------------------------------------------------------------------------------------------------- | ----
|Part I     |                                                                                                                  
|           |                                                                                                                   |     
|Item 1.    | Business.                                                                                                         | 4   
|Item 1A.   | Risk Factors.                                                                                                     | 12  
|Item 1B.   | Unresolved Staff Comments.                                                                                        | 12  
|Item 2.    | Properties.                                                                                                       | 12  
|Item 3.    | Legal Proceedings.                                                                                                | 13  
|Item 4.    | Mine Safety Disclosures.                                                                                          | 13  
|           |                                                                                                                   |     
|Part II    |                                                                                                                  
|           |                                                                                                                  
|Item 5.    | Market for Registrant’s Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities. | 13  
|Item 6.    | Selected Financial Data.                                                                                          | 14  
|Item 7.    | Management’s Discussion and Analysis of Financial Condition
    and Results of Operation.                         | 14  
|Item 7A.   | Quantitative and Qualitative Disclosures about Market Risk.                                                       | 18  
|Item 8.    | Financial Statements and Supplementary Data.                                                                      | 18  
|Item 9.    | Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure.                         | 19  
|Item 9A.   | Controls and Procedures.                                                                                          | 20  
|Item 9B.   | Other Information.                                                                                                | 20  
|           |                                                                                                                   |     
|Part III   |                                                                                                                  
|           |                                                                                                                   |     
|Item 10.   | Directors, Executive Officers and Corporate Governance.                                                           | 20  
|Item 11.   | Executive Compensation.                                                                                           | 24  
|Item 12.   | Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters.               | 25  
|Item 13.   | Certain Relationships and Related Transactions, and Director Independence.                                        | 26  
|Item 14.   | Principal Accounting Fees and Services.                                                                           | 27  
|           |                                                                                                                   |     
|Part IV    |                                                                                                                  
|           |                                                                                                                  
|Item 15.   | Exhibits, Financial Statement Schedules.                                                                          | 28  
|Signatures |                                                                                                                   | 29  



2







CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS



This Annual Report on Form 10-K (this
“Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss
future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,”
“estimate,” “intend,” “could,” “should,” “would,” “may,”
“seek,” “plan,” “might,” “will,” “expect,” “predict,”
“project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions.
These forward-looking statements are found at various places throughout this Report and include information concerning possible
or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of
management; any other statements regarding future operations, future cash needs, business plans and future financial results,
and any other statements that are not historical facts.



From time to time, forward-looking statements
also are included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in our presentations, on our website
and in other materials released to the public.  Any or all of the forward-looking statements included in this Report
and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and
are subject to risks, uncertainties and other factors.  Many of those factors are outside of our control and could cause
actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these
risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to
a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning
other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this Report.



Except to the extent required by law,
we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.



CERTAIN TERMS USED IN THIS REPORT



When this report uses the words “we,” “us,”
“our,” and the “Company,” they refer to Ubiquity Broadcasting Corporation and our wholly-owned subsidiaries.  “SEC”
refers to the Securities and Exchange Commission.



3







PART I



Item 1.       Business.



We are a multimedia company focused on
the intersection of cloud based, cross platform applications synchronized across all digital mediums for enhancing the digital
lifestyle. Our corporate office is located in Irvine, CA, and we have our own studio operations. We are developing ubiquitous
digital applications and digital content in connection with our intellectual property.



As society transitions from accessing
information through search, to having products and services via apps, to ubiquitous content and devices, the nature of all products
and services has changed. The consumer wants to access all of his/her information, services, files, and other important data,
as well as information in the public domain, from anywhere using any device.



Ubiquity’s integrated cloud based
platform with backend artificial intelligence is compatible with devices including tablets, phones, set top boxes, televisions
and PCs. Our platform provides numerous distribution possibilities for the digital age placing our Company at the forefront of
a new class of transmedia and Web 3.0 services.



We believe that content, search, and social
content sharing are the driving forces behind viewership. The manner in which customers will experience and interact with content
is essential and the inclusion of social media and other data streams can provide a complete, immersive experience. The manner
in which companies will detect, track and identify elements within the content is crucial to capturing digital revenue. Channels
containing our original programming, consumer-generated programming, footage from Hollywood archives, live camera broadcasts,
interactive games and music, Transmedia products and services are the content foundation of the network and when combined with
social networking and real-time data streams become a rich and highly relevant user experience.



We are able to provide services that engage
a client’s intended audience and reach new audiences by providing interactive and customized interface with content and
services that are both of high production value and are socially relevant.



Our goal is to be the leading provider
of Web 3.0 technology products services with a special focus on the “Millennial Generation,” namely 13-35 year old
consumers. The demand for multi-platform content is increasing dramatically, placing multi-screen content and services at the
core of our content distribution strategy. We intend to harness the power of emerging Web 3.0 technologies and concepts to deliver
content, entertainment and services to a consumer target that adopts new technology at a dizzying pace.



We have three significant areas from which
to generate revenues:



| | · | Ubiquity Labs –Ubiquity’s
    cloud based, cross platform and AI engaging products are designed and built around its sustainable advantage in its patents.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Ubiquity Intellectual Property
    – Ubiquity’s sustainable advantage, an existing and growing portfolio of patents focused around the digital lifestyle
    Web 3.0
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Ubiquity Studios –
    content creation and delivery focused on leveraging the digital lifestyle and Web 3.0 opportunity
| | - | ------------------------------------------------------------------------------------------------------------------------



Products and Services



Ubiquity Labs



We currently have development projects
underway that are implementations of several of our patents. These initiatives have been designed from the beginning to be cloud
based, cross platform, have Artificial Intelligence features and to take advantage of our sustainable advantages in our patents
and trademarks.



4







Current projects in development include:



Sprocket Live



| | · | This application focuses on mobile
    devices, allows sports leagues, promoters and venue owners to offer an integrated, branded, application that gives their users
    the ability to connect socially, gather information about the event, purchase food and merchandise, watch highlights, participate
    in quizzes and polls and get very engaged with whatever event they are watching.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Sprocket Live is being built to be
    entirely modular and runs on top of the Ubiquity WEAV Web Services platform. It has direct application for sports leagues,
    team owners, concert promoters, venue owners, and can be easily customized for any type of use. License, customization, advertising
    and commerce revenue streams are all contemplated as part of the business model.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Sprocket White Label



| | · | This application is for a custom built
    sprocket application for the consumer that wishes to gain the ease of use, navigation, and capabilities the sprocket has to
    offer.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Sprocket Enterprise



| | · | The sprocket enterprise application
    is dedicated to bringing an enterprise solution to a consumer or company looking to add the navigation and customized tools
    the sprocket offers while using the already built sprocket platform.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Immersive Platform



| | · | A proprietary platform designed to
    serve up an immersive 3D full-scale virtual world and immersive advertising, gaming and transmedia productions online, web-based
    ubiquitous platform and web-based cross platform delivery system.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The WEAV Platform



| | · | The WEAV platform is the foundation
    for all of our products and services. Based on a web services architecture and entirely cloud based, the WEAV platform integrates
    3rd party services such as Facebook and Google and also provides centralized account management, demographic
    profiles, and behavioral history for ad targeting and commerce offers. WEAV Platform components include Publishing and Web
    Services, Media Compression, Media Hosting and Delivery, Commerce capabilities and Advertising Services.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Super Compression



| | · | Super Compression is an innovative
    new form of media compression that provides powerful new technical and business capabilities. It is highly efficient and also
    provides semantic understanding of what is contained in and identifying specific contents of each video file, which is key
    for enabling immersive advertising and commerce.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Super Compression provides semantic
    understanding by combining edge detection and object tracking to recognize objects and activity within a scene. This allows
    for the detection of logos, locations and consumer products which can then linked to offers and advertisements. This process
    can be executed on existing film libraries and/or on new content assets and can be applied to feature films, television programs,
    and user generated content.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Super Compression allows for intelligent
    sports television. The next generation TV, is based on a interactive engagement platform. Our Video intelligence provides
    the technology to generate information based on a robust proprietary patent pending logo and object detection. Coupled with
    the Ubiquity video greeter patent we create a truly interactive experience.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5







| | · | Our Video Intelligence with object
    recognition technology and combined with our object tracking methodology offers the ability to detect numbers and names on
    sport jerseys, helmets, cars, etc. in sports broadcasts. By integrating this technology with existing search and voice recognition
    technologies, our product can highlight a given player in a sports broadcast. As an example, a viewer can tell the television
    set to “highlight the running back” in a football game or track the statistics of a certain player.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Super compression also allows for the
    detection of objections such as guns that may be a threat to security and of license plates and tattoos and other objects
    which have numerous uses including military and law enforcement.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We believe that each of these projects
above has multiple revenue streams attached to them at release including; license fees, subscription fees, e-commerce and transaction
revenues advertising, sponsorship, affiliate and placement fees. These products have also been developed with potential OEM and
white label partners in mind and can be easily licensed and re-skinned for specific partners and customers.



Ubiquity Intellectual Property



Beginning in 1998, our founders began
researching, conceptualizing and then filing patents in a variety of core areas including; navigation, electronic and mobile commerce,
mobile delivery of content and applications, immersive advertising and immersive experiences, video compression, social networking,
mobile wallets, object and logo detection and a host of other inter-related technologies and applications. These patents have
led to Web 3.0. Our patents are currently in various stages of development and maturity and provide the foundation and sustainable
advantage for our Company. We plan to generate revenue from the patent portfolio through licensing the use of the patents, and
through the white label and enterprise development of software, and hardware products and services.



Ubiquity Studios



Our transmedia studios develop and deliver
cross-platform live, video and film content targeted at a Web 3.0 experience. This content is designed to take advantage of the
unique characteristics of multiple devices, while offering the user tightly integrated social components, to create a next-generation
participatory viewing experience. This content is being developed in our own in house studios, by our creative team. The content
can be delivered via traditional distribution methods, and as part of the licensed content, we retain the rights to distribute
related content with our suite of product offerings.



Monetization is realized via traditional
methods; production and licensing fees and advertising, but also through the addition of related content and merchandise sales
on other platforms. We currently have multiple productions under development in the areas of Action Sports, Lifestyle and Entertainment
Programming.



As a part of our unique transmedia capabilities,
we provide services to select clientele who wish to retain our expertise. We are located in the center of the Entertainment industry
in Southern California. We offer content creation and studio services to the select clientele within the media community. Ancillary
revenue is realized in a services fashion whereby we are compensated on a retained basis for equipment, studio and staffing of
specific third party projects. This presents an additional revenue stream when the Studios are not in use by our personnel. We
maintain a database of talented camera operators, sound, lighting and post-production people available to be brought in on a contract
basis as needed to staff third party projects.



Designed from the ground up for Digital
Cinema Production and with the digital lifestyle in mind, Ubiquity’s 30,000 square foot digital media production facility
is based in the rapidly growing research center in Irvine CA. Well positioned between LA’s booming film and television industry
and San Diego’s expanding telecommunications research centers, Ubiquity Studios are a complete digital cinema solution and
is ready for professional quality production of feature films, broadcast television properties and digital media.



Patents



Issued Patents



The following patents have been granted by USPTO:



6







| | · | Patent No.US 7,464,344 “Systems and Methods
    for Immersive Advertising,”                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Patent No.US 8,533,632 “System and Method for Immersive Advertising,”                                                                                                  
| | · | Patent No.US 8,527,906 “System and Method for Immersive Advertising,”                                                                                                  
| | · | Patent No. US 7,590,556 “System and Method for Providing
    Lifestyle Specific Information Services, and Products Over a Global Computer Network Such as the Internet”
| | · | Patent No. US 7,588,180 “Multi-Application Smart Card with
    Currency Exchange, Location Tracking, and Personal Identification Capabilities,”                        
| | · | Patent No.US 7,913,919 “Multi Application Smartcard with
    Currency Exchange, Location, Tracking and Personal Identification Capabilities,”                          
| | · | Patent No.US 8,479,981 “Multi-Application Smart Card with
    Currency Exchange, Location Tracking, and Personal Identification Capabilities,”                         
| | · | Patent No.US 7,953,452 “Cellular Multiscreen System,”                                                                                                                  
| | · | Patent No.US 8,265,707 “Cellular Multiscreen System,”                                                                                                                  
| | · | Patent No.US 7,996,788 “System and Method for Navigating
    a Dynamic Collection of Information,”                                                                     
| | · | Patent No.Taiwan 351,637 “System and Method for Navigating
    a Dynamic Collection of Information,”                                                                   
| | · | Patent No.US 8,032,113 “Value Added Transaction Gateway for
    Video Clips,”                                                                                          
| | · | Patent No. US 8,040,216 “Virtual Entry Assistant Using Automated
    Greeter” (Virtual Security Guard),                                                                
| | · | Patent No.US 8,155,947, “Multi-Lingual Translation System
    Using Character Set,”                                                                                    
| | · | Patent No.US 8,170,239 “Virtual Recording Studio and Virtual
    Visual Experience Systems,”                                                                           
| | · | Patent No.US 8,311,901 “Method and Systems for Distributing
    products via a wide-area network such as the Internet,”                                                
| | · | Patent No.US 8,401,083 “Extreme Video Compression over a
    Fixed Bandwidth Channel,” and                                                                             
| | · | Patent No.US 8,467,775 “Digital Data Compression in a Cellular
    Phone.”                                                                                             



Patent Applications:



The following patent applications have
been filed and are in the process of being reviewed by USPTO:



| | · | Approved Patent Application No. 13/205,422 “Sprocket
    Shaped User Interface for Navigating a Dynamic Collection of Information,”                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Patent Application No. 12/536,358 “System and Method for
    Providing Lifestyle Specific Information, Services, and Products Over a Global Computer Network Such as the Internet,”
| | · | Patent Application No. 14/023,137 “Systems and Methods for
    Immersive Advertising,”                                                                                             
| | · | Patent Application No. 11/782,448 “Fly Buy Coupon System,”                                                                                                                         
| | · | Patent Application No. 11/866,937 “Internet Media Experience
    Compression Scheme,”                                                                                              
| | · | Patent Application No. 11/866,943 “Video Enhancement Internet
    Media Experience,”                                                                                               
| | · | Patent Application No. 11/854,454 “Video Transmitting Over
    Cellular Carrier,”                                                                                                  
| | · | Patent Application No. 13/004,592 “WEAV Video Compression
    System,”                                                                                                             
| | · | Patent Application No. 13/305,304 “WEAV Video Super Compression
    System,”                                                                                                       
| | · | Patent Application No. 11/959,076 “Cell Phone with Personalization
    of Avatar,”                                                                                                 
| | · | Patent Application No. 11/958,343 “Interactive Puzzle Game
    over a Portable Device,”                                                                                            
| | · | Patent Application No. 11/852,135 “Mobile Movie Editing System,”                                                                                                                   
| | · | Patent Application No. 13/763,800   “My Faves Section
    for a Website,”                                                                                                          
| | · | Patent Application No. 13/176,313 “Video over Internet to
    Multiple Display Devices” (IP Streaming),                                                                            
| | · | Patent Application No. 12/721,945 “Tagging Video Content,”                                                                                                                         
| | · | Patent Application No. 12/753,895 “Medical Scan Clip on for
    a Portable Device,”                                                                                                
| | · | Patent Application No. 12/754,339 “On the Go Karaoke,”                                                                                                                             
| | · | Patent Application No. 12/860,147 “Message Over Cell Phone
    System,”                                                                                                            
| | · | Patent Application No. 13/184,687 “Movie Book,”                                                                                                                                    
| | · | Patent Application No. 13/221,309 “Mobile Gift Card,”                                                                                                                              
| | · | Patent Application No. 13/529,735 “Video Cell Phone Messenger,”                                                                                                                    
| | · | Patent Application No. 13/535,081 “Web 3.0 Content Aggregation,
    Delivery and Navigation System,”                                                                               



7







| | · | Patent Application No. 13/890,075 “Intelligent
    Video System Using Electronic Filter,”        
| | - | -------------------------------------------------------------------------------------------------
| | · | Patent Application No. 13/775,462 “Feature Detection Filter
    Using Orientation Fields (MOFF),”
| | · | Patent Application No. 13/854,784 “Transmedia Storytelling
    Tracking and Mapping System,”     



Patent Application No. 13/935,520 “A Multi-Application
Smartcard with Currency Exchange, Location, Tracking and Personal Identification Capabilities “



Patent Application No. 14/061,567 “System and Method
for Mobile Gift Distribution”



Patent Application No. 13/920,286 “Digital Data Compression
in a Cellular Phone”



Provisional Patent Applications:



The following patent applications have
been filed with USPTO on a provisional basis:



| | · | “Social Timeline,”
| | - | ------------------



The Industry



Ubiquity is at the cross section of multiple industries, primarily Media and Technology. The Company’s
products, technology, and IP portfolio serve a multitude of industries and create added value to these industries with its arsenal
of products and services Ubiquity’s “Switzerland” mentality allows for its focus to not be on one particular
industry segment, but instead allows for greater diversity and the ability to have “ubiquitous” products and services.



Business Strategy



Ubiquity is focused on the intersection
of cloud based cross platform applications synchronized across all screens for enhancing the digital lifestyle.  With its
corporate office in Irvine, CA, and its own studio operations, Ubiquity is developing ubiquitous digital applications and digital
content in connection with its intellectual property.  Ubiquity’s technology is seamless, simplistic, and extremely
intuitive.



We seek to be a leader in the transition
from traditional network media delivery to the ubiquitous distribution of content using Web 3.0 methods and technologies along
with related IP and complementary content. Web 3.0 is an industry accepted term that represents the combination of motion graphics,
video, television, digital cinema, social media and rich data APIs into a cohesive and consumer friendly experience.



We provide a unique ubiquitous Web 3.0
integrated network of applications and associated content, where the distribution of the content is not platform specific.
Our patents and patent pending technologies and methodologies are designed to advance broadcast distribution, enrich the
consumer experience, and leverage revenue opportunities. Our objective is to enable consumers to share their lives, interacting
ubiquitously, sharing distinctive and compelling content, whenever and wherever they choose. Using our unique intellectual property
library, we intend to become a leading source of Web 3.0 applications and content for our target market of 13-32 year olds.



We intend to engage our audience and reach
new audiences by providing next generation software applications and content, that are supported by strong intellectual property
that are both organic and viral. The demand for transmedia content is increasing worldwide, placing transmedia applications
and content at the core of our distribution strategy. We intend to harness cloud technology, the Web and wireless, networks, utilizing
our own patent pending interface, navigation and compression technologies, to deliver entertainment to a hungry consumer appetite
that adopts new technology at a dizzying pace.



Teens and young adults are using cross
platform applications such as YouTube, Facebook, Twitter, Instagram and others to view content, create and distribute content
and interact with friends. These sites offer an outlet for expression, but one that provides limited capability, forcing these
consumers to utilize multiple sites and applications to consume, distribute and share content. Our transmedia services will give
these consumers the mobility, technology and applications that will satisfy their demand for content, diversity, and ease of use.



8







Customers



Ubiquity offers a common platform that
creates added value to a multitude of consumer and enterprise customers. Ubiquity’s robust solution for accessing and managing
cloud based content across all platforms and media devices is a dynamic solution for enterprise customers and consumers who have
a digital lifestyle. A “ubiquitous” interface to web and mobile content gives Ubiquity a seemingly endless opportunity
in the marketplace for customers both business and consumers. Ubiquity is not re-inventing the wheel but rather focuses on giving
enterprise customers an added value to their existing cloud based infrastructure, and consumers personalized digital lifestyle
experience every time they use their digital device.



Competition



Although our business is multi-faceted,
from a consumer facing product perspective, competitors may include media and social aggregation products from startups and companies
in existence today such as, Instagram, Vine Flipboard, Pulse etc., as well as traditional program and grid-guide providers such
as Rovi, TV Guide, and Zap2it etc. We may face competition from a number of large companies that have expertise in developing
online commerce, content distribution, social networking, online readers, and mobile cross platform products and in facilitating
online interaction such as Google, FaceBook, You Tube, Apple, Microsoft, American Express and others. In addition, companies that
control access to transactions through cross platform access could promote competitors or charge us substantial fees for inclusion.
That being said Ubiquity offers a value adding solution to the above mentioned potential competition with its interactive cloud
based navigation and content management products. It is the intention of the company to do business with these companies and create
customers out of them not competitors. Ubiquity’s competitive advantage within the industry is based on its extensive IP
portfolio which allows Ubiquity’s product and added luxury and protection that many companies don’t have.



Marketing, Sales and Distribution



We plan to utilize a variety of marketing
tactics to gain awareness and market share for its consumer and platform products ranging from traditional consumer marketing
to viral and guerilla marketing techniques.



Traditional Marketing Methods



We plan to capitalize on a combination
of lead user references, bloggers, public relations initiatives, viral marketing and targeted media placements, shifting the mix
over time as traffic expands.



We will use our corporate website, press
releases, participation in tradeshows and events to continue to gain awareness for the company, its products and programming.
We plan to also drive partnerships with digital app store partners such as Apple, Google, Amazon and Microsoft to derive distribution
for its software applications and content.



We will endeavor to recruit leading edge
users and bloggers to generate excitement and to provide site feedback. Simultaneously, we plan to initiate an aggressive public
relations effort, utilizing a premier agency. The focus will naturally shift toward viral marketing, stimulated by social networking.
The Company intends to drive excitement and word-of-mouth, including hands on promotions, and cross branding with certain advertisers.



Social and Viral Marketing Methods



We will also use social, viral and search
engine optimization based methods to gain awareness, our products and services including YouTube, Facebook, Instagram, and Twitter
promotion, as well as Search Engine Optimization and Marketing. Additionally, we plan to have contests, events and word of mouth
campaigns that spread our products and services. Our products and services are social in nature and as users download and take
advantage of the services integrated into Sprocket, the users themselves will organically spread the word about the availability
and quality of the experience.



9







We will supplement the public relations
and viral marketing with web and mobile advertising targeting sites, shows and content that attracts our target market and those
that also permit rich, immersive advertising. Finally, we will reach out to technical bloggers and writers, trade shows and fund
select placements in theaters and other corporate avenues.



Research and Development



Research and development costs over the last two fiscal years are $299,434 and $432,169 for the years
ended December 31, 2013 and December 31, 2012. These costs are primarily related to the cloud-based products being developed out
of Ubiquity labs such as the Sprocket, WEAV, Compression, Video Intelligence and others.



Employees



As of December 31, 2013, the Company has 18 full-time employees.



Governmental Regulations



We are affected by laws and regulations
that apply to businesses in general, as well as to businesses operating on the Internet. This includes a continually expanding
and evolving range of laws, regulations and standards that address information security, data protection, privacy, consent and
advertising, among other things. By providing a medium through which users can post content and communicate with one another,
we may also be subject to laws governing intellectual property ownership, obscenity, libel, and privacy, among other issues.



Legal Proceedings



Arbitration with Space150



In November of 2006, the Company engaged
Space150 to provide website development services. In an arbitration proceeding, Space150 was awarded $1,008,972.40 on June 13,
2008 (the “Award”). Ubiquity was prohibited from an appeal of the ruling. Ubiquity and the Company (collectively,
the “Respondents”) have entered into a payment agreement with Space150, pursuant to which the Respondents have paid
Space 150 $915,610 and agreed to pay $45,000 on the last day of each calendar quarter until the Award has been paid in full. The
first quarterly payment was paid on March 31, 2009. The Chairman of the Company’s Board of Directors, Mr. Christopher Carmichael
has provided a personal guarantee for the payment of the Award. Upon full payment of the Award, Space150 shall provide “as-is”
the complete source code and work product prepared by Space150 and also transfer the domain names “we-av.net” and
“we-av.com”. As of December 31, 2013 and December 31, 2012, respectively, Ubiquity owed Space 150, LLC $93,362 and
$273,972. The amounts are personally guaranteed by Chris and Connie Carmichael.



Recent Developments



Acquisition of the Social Mashup
and IPTV



On July 12, 2013, the Company acquired intangible assets, including the Social Mashup and IPTV, from Think
Design Media Inc., a California corporation, for 2,391,800 shares of common stock for a total purchase price of $2,391,800.



The Social Mashup is a series of Application
Programming Interfaces (“APIs”) that help small and medium-sized businesses manage their social media presence. The
complete suite consists of 6 APIs: SocialMedia Share, SocialMedia Stream, SocialMedia Votes, SocialMedia Analytics, SocialMedia
Expressions, and SocialMedia Login ID.







SocialMedia Share allows businesses to
easily add sharing buttons to their Web sites from all of the major social networks, and track that activity of the shared content
through their dashboard. SocialMedia Stream aggregates all of a company’s social media feeds into a single wall on their
Web site. It also takes comments made on the site, or on any of the social media platforms, and ensures that they are synced across
all of the others.



SocialMedia LoginID is a set of tools
that enables user login using an existing social media account from Facebook, Twitter, Google, Yahoo!, or LinkedIn. The tool uses
this information to help the company personalize information for its visitors.



10







SocialMedia Votes is a content and poll
module that allows a company to implement, and share opinions and results across entire social networks using SocialMedia Stream.
The data shared via these polls and contests can be tracked through the API’s dashboard. SocialMedia Analytics is a tool
that provides companies with a broad set of traffic data on the social engagement of its users. The tool tracks information including
name, age, gender, interests and activities, and is able to analyze data from all of The Social Mashup tools.



IPTV provides Web video publishers and
broadcasters with an alternative way to create and deploy video applications that transform standard online videos into interactive,
multi-dimensional, personalized user experiences. By adding advertising and other layered content to Web videos, the platform
and technology creates new revenue streams for content providers, increasing their ROI and their user base. IPTV also allows the
publisher to retain control of their content rather than giving it to a third party that takes a disproportionate amount of the
revenue, and gains access to their proprietary viewer data.







IPTV’s social media APIs make it
easy for viewers to login and share video from the platform. It has a robust analytics dashboard that gives publishers access to
detailed information about the viewing patterns of any video that they upload. IPTV also allows for elements tagged within the
video to link to an eCommerce backend that makes programming shoppable.



IPTV for archived video is available today;
we also believe the platform will support live streaming in Q4 2013.



Acquisition of Gift Sender





Additionally on July 12, 2013, the Company acquired intangible assets, including Gift Sender, from Think
Mobile, Inc., d/b/a GiftSender, a Delaware corporation, for 2,391,800 shares of common stock and $151,000 in cash for a total purchase
price of $2,542,800.





Gift Sender is an application that lets
people purchase, send, redeem, or swap a gift card on a mobile device. In 2012 over $100 billion was spent on gift cards in the
US. Mobile gift cards offer significant benefits over the old plastic cards. They can be saved in a “wallet” on the
owner’s mobile device, they can display realtime balance information, and they can be bought and sent without having to travel
to a physical location like a grocery store to make the purchase.



Gift Sender has introduced a number of
new features that make its gift cards more useful that most other mobile gift card apps. In addition to the more than 100 retailer
and restaurant gift cards, the company has created its own currency called “Gift Sender Bucks”. Gift Sender Bucks are
the same as cash in the app, and can be redeemed by converting them into gift cards at any time. The company expects that Gift
Sender Bucks will be a popular option when the sender wants to give the recipient the flexibility to pick their own gift.



The recipient of Gift Sender Bucks has
the ability to redeem them for exactly the amount of a transaction. If the user wants to make a purchase of $23.67 they no longer
need to purchase a $25 gift card, as they do in every other mobile gift card app, and then get stuck with a $1.33 balance that
they will never use. This solves one of the major pain points of gift card usage, not only for the recipients, but also for the
issuers who have to carry any unredeemed amount as a liability on their balance sheets.



Gift Sender also lets users “regift”
a gift card that they receive by forwarding it, as new, to someone else. And in a first for a mobile app, Gift Sender lets users
swap a gift card with a friend. If one person receives a card for a store that they do not like, they are able to swap it with
a friend who may also have an unwanted card. Gift Sender facilitates the swap and takes a fee for the transaction.



11







GiftSender is available on all iOS and
Android devices.



Acquisition of ZoneBox







Also on July 12, 2013, the Company acquired
intangible assets, including ZoneBox and Social Mashup, from Biznexion, Inc., a Delaware corporation, for 216,400 shares of common
stock for a total purchase price of $216,400.



Zonebox is a cloud-based communication,
collaboration, and content management system. The platform allows users to store, organize, and share files. It is Web-based tool
and is offered on a SaaS subscription model with different pricing tiers based on the amount of storage used. The platforms provides
networking applications to interact with anyone in a defined environment. It is designed to be an easily user configured intranet
without the need for significant IT support.



Zonebox is a feature rich platform that
has a range of tools necessary to manage a small work group or a large enterprise. It includes drag-and-drop file storage which
enables easy sharing of documents, images, spreadsheets, or other data with others within their Zonebox network. There is a wall
where people can comment on projects or share information; users can set permissions on all of their content and posts to limit
sharing with the entire work group or only selected people.



And Zonebox has a variety of proprietary
communication tools that are integrated into the platform. There is a messaging system for sharing internal emails. And there are
Web-based text, audio, and video chat tools that allow secure connections between any two people in the organization, with the
whole organization, or any subset thereof. There is also a group calendar application with sharing and notification capabilities.



Zonebox is built to work across platforms
with all data stored in the cloud. It is built in .Net with data uploaded to Windows Azure Cloud Storage. The front end is built
in Java Script and HTML5 to ensure application portability.





The Social Mashup is a series of APIs that help small and medium
sized businesses manage their social media presence. The complete suite consists of 6 APIs: SocialMedia Share, SocialMedia Stream,
SocialMedia Votes, SocialMedia Analytics, SocialMedia Expressions, and SocialMedia Login ID.





SocialMedia Share allows businesses to easily add sharing buttons
to their Web sites from all of the major social networks, and track that activity of the shared content through their dashboard.
SocialMedia Stream aggregates all of a company’s social media feeds into a single wall on their Web site. It also takes comments
made on the site, or on any of the social media platforms, and ensures that they are synced across all of the others.



SocialMedia LoginID is a set of tools that enables user login
using an existing social media account from Facebook, Twitter, Google, Yahoo!, or LinkedIn. The tool uses this information to help
the company personalize information for its visitors.



SocialMedia Votes is a content and poll module that is easy
for a company to implement, and easy to share across all of its social networks using SocialMedia Stream. The data shared via these
polls and contests can be tracked through the dashboard. SocialMedia Analytics is a tool that provides companies with a broad set
of traffic data on the social engagement of its users. The tool tracks information including name, age, gender, interests and activities,
and is able to analyze data from all of The Social Mashup tools.



Acquisition of Digital Magazine





On September 30, 2013 the Company acquired
intangible assets of Acosta Investments relating to the digital magazine a California Limited Liability Corporation, for 400,000
shares of common stock for a total purchase price of $400,000. The shares were valued at $1,250,000 on the date of the agreement.
As such the digital magazine asset was booked at $400,000 and an loss on the purchase of the digital magazine was recorded for
$850,000 The digital magazine application (“Magazine”) is designed to give users a new interactive magazine viewing
experience using videos and interactive advertising related to various products within the article. The platform has the ability
to create a magazine from scratch by uploading text for articles, images, video and audio files.



Acquisition of TAC Friends





In 2013 Ubiquity Acquired TaC Friends and
associated IP for 200,000 shares of common stock valued at $200,000 TaC Friends promotes the use of SMS and MMF messaging so people
interested in social networking do not have to sit in front of a web site. Ubiquity anticipates that the integration of TaC friends
into its Sprocket will enable users to enjoy a mobile lifestyle and the need to always be in touch and using the platform.



Item 1A.   Risk Factors.



This information is not required for smaller reporting companies.



Item 1B.   Unresolved
Staff Comments.



This information is not required for smaller
reporting companies.



Item 2.      Properties.





The company is located at 9801 Research
Drive, Irvine, CA. Designed from the ground up for Digital Cinema Production and with the digital lifestyle in mind, Ubiquity’s
30,000 square foot digital media production facility is based in the rapidly growing research center in Irvine, California. Well
positioned between LA’s booming film and television industry and San Diego’s expanding telecommunications research
centers, Ubiquity Studios is a complete digital cinema solution and is ready for professional quality production of feature films,
broadcast television properties and digital media.



On October 7, 2010, Ubiquity Broadcasting
Corporation entered into a 5 year lease for a new building in the city of Irvine, CA. The new began in March, 2011. In the first
and second quarters of 2011, Ubiquity experienced heavy leasehold improvements and fixed asset additions as they upgraded from
an 8,629 sq. ft. building to a larger more accommodating 23,450 sq. ft. facility. Lease payments will increase from $18,250 to
$37,934 monthly net and increase by roughly 3% annually.







Rent expense was $498,993 for the year
ended December 31, 2013.





Minimum annual rent is as follows for the
remainder of the initial term of the lease:





|Year ended December 31, 2014 |  |   | 519,194   | 
|---------------------------- |  | - | --------- | 
|2015                         |  |   | 539,701   | 
|2016                         |  |   | 136,212   | 
|Total lease commitment       |  | $ | 1,195,107 | 





12









Item 3.      Legal
Proceedings.



We are currently not involved in any litigation
that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action,
suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or
affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’
officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.



Item 4.      Mine
Safety Disclosures.



Not Applicable.



PART II



Item 5.      Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities



Market Information



Our common stock is quoted on the OTCQB and OTCBB under the
symbol “UBIQ”.



Price Range of Common Stock



The following table sets forth the high and low bid price per
share of common stock as reported by the OTCQB and OTCBB for the years ended December 31, 2013 and 2012:



|                                                                 |  | High |       |  | Low |  
|---------------------------------------------------------------- |  | ---- | ----- |  | --- | -
|Fiscal Year 2012                                                 |  |      |       |  |     |  
|First quarter ended March 31, 2012                               |  | $    | -     |  |     | $
|Second quarter ended June 30, 2012                               |  | $    | -     |  |     | $
|Third quarter ended September 30, 2012                           |  | $    | -     |  |     | $
|Fourth quarter ended December 31, 2012                           |  | $    | -     |  |     | $
|                                                                 |  |      |       |  |     |  
|Fiscal Year 2013 (1)                                             |  |      |       |  |     |  
|First quarter ended March 31, 2013*                              |  | $    | 8.80  |  |     | $
|Second quarter ended June 30, 2013                               |  | $    | 9.14  |  |     | $
|Third quarter ended September 30, 2013                           |  | $    | 12.73 |  |     | $
|Fourth quarter ended December 31, 2013                           |  | $    | 12.85 |  |     | $
|                                                                 |  |      |       |  |     |  
|Fiscal Year 2013, if stock split occurred on January 1, 2013 (2) |  |      |       |  |     |  
|First quarter ended March 31, 2013*                              |  | $    | 2.20  |  |     | $
|Second quarter ended June 30, 2013                               |  | $    | 2.29  |  |     | $
|Third quarter ended September 30, 2013                           |  | $    | 3.19  |  |     | $
|Fourth quarter ended December 31, 2013                           |  | $    | 3.31  |  |     | $



* The stock began trading on February 26, 2013

(1) On December 6, 2013, there was a 4:1 stock split. This table
reflects actual high and low stock prices.

(2) This table represents high and low stock prices if stock
split had occurred on January 1, 2013. Therefore, all stock prices before December 6, 2013 have been divided by four.



Approximate Number of Equity Security Holders



As of December 31, 2013, there were
approximately 739 stockholders of record. Because shares of our common stock are held by depositaries, brokers and other nominees,
the number of beneficial holders of our shares is substantially larger than the number of stockholders of record.



Dividends



We have not declared or paid any cash dividends
on our common stock, and we do not anticipate declaring or paying cash dividends for the foreseeable future. We are not subject
to any legal restrictions respecting the payment of dividends, except that we may not pay dividends if the payment would render
us insolvent. Any future determination as to the payment of cash dividends on our common stock will be at our board of directors’
discretion and will depend on our financial condition, operating results, capital requirements and other factors that our board
of directors considers to be relevant.



13







Securities Authorized for Issuance under Equity Compensation
Plans



As of December 31, 2013, we have an equity compensation plans
under which our equity securities options are authorized for issuance for key employees officers directors and mergers acquisition.



Purchases of Equity Securities by the
Issuer and Affiliated Purchasers



From January 1, 2013 through and including
December 31, 2013, there were no purchases of equity securities by the issuer and affiliated purchasers.



Recent Sales of Unregistered Securities





As of December 31, 2013, the Company issued
a total of 21,735,200 shares of common stock through a private placement of shares of common stock for a total amount of $7,556,250.
The shares were sold to accredited investors, as that term is defined in Regulation D of the Securities Act of 1933. The proceeds
of the private placement were used for working capital, operating expenses and business development.



These securities were issued in transactions
not registered under the Securities Act in reliance upon the exemption provided under Section 4(2) of the Securities Act and/or
Regulation D promulgated by the Securities and Exchange Commission. We believed that the exemption was available because the offer
and sale of the securities did not involve a public offering and because of the limited number of recipients, each purchaser’s
representation of sophistication in financial matters, and their access to information concerning our business.



Item 6.      Selected
Financial Data



We are not required to provide the information required by this
Item because we are a smaller reporting company.



Item 7.      Management’s
Discussion and Analysis of Financial Condition and Results of Operations.



The following discussion and analysis
of the results of operations and financial condition for the fiscal years ended December 31, 2013 and 2012 should be read in conjunction
with our financial statements, and the notes to those financial statements that are included elsewhere in this Report.



Overview



Ubiquity Broadcasting Corporation (the
“Company,” “We,” or “Us”),  f/k/a Fermo Group, Inc., was incorporated in the
State of Nevada on December 2, 2011. On March 5, 2013, we entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Ubiquity Acquisition Corporation, a Nevada corporation and wholly-owned subsidiary of the Company (“Acquisition Sub”),
and Ubiquity Broadcasting Corporation, a Delaware corporation (“Ubiquity-DE”).



Pursuant to the terms of the Merger Agreement,
Acquisition Sub merged with and into Ubiquity-DE in a statutory reverse triangular merger (the “Merger”), with Ubiquity-DE
surviving as a wholly-owned subsidiary of the Company. At the closing of the Merger on September 20, 2013 (the “Closing Date”),
we issued Ubiquity-DE shareholders one share of our common stock, par value $0.001 per share for each share of Ubiquity-DE’s
common stock, par value $0.001 (the “Share Exchange”). As a result of the Merger, we ceased our prior operations and
became a multimedia company focused on the intersection of cloud-based cross platform applications synchronized across all screens
for enhancing the digital lifestyle.



The transaction was regarded as a reverse
merger whereby Ubiquity-DE was considered to be the accounting acquirer as its management retained control of the Company after
the Share Exchange.



Business



We are a vertically integrated, technology-focused
media company. Ubiquity is focused in five specific areas with a robust portfolio of patents and intellectual property. First,
the Company has developed an intuitive user interface making access to all content from any device in a simple, consistent format.
Second, Ubiquity enables the search and identification of any object and image in all video and digital media. Third, it has developed
a platform for mobile transaction including the integration of payments, money transfers, coupons and gifts. Ubiquity has also
developed an industry-leading, intuitive, immersive consumer experience for all web-based activity. Finally, the company allows
for the personalization of all content, whether public or private, in a unique accessible way.



Through Ubiquity Labs we are leveraging
an extensive portfolio of intellectual property spanning Web 3.0, immersive advertising, video compression, content distribution,
eCommerce, and mobile applications to support the commercialization of new technologies. In addition, we intend to pursue strategic
licensing opportunities.



14







Through Ubiquity Studios, we provide we
engage in the commercial production, distribution and exploitation of entertainment products including but not limited to television,
commercials and film.



Plan of Operations



Ubiquity has developed a comprehensive
portfolio of intellectual property spanning business and consumer applications in several expansive online and mobile markets.
It is uniquely positioned to exploit its families of patents, and patents pending, to drive strategic value to its licensing partners,
their customers and drive shareholder value. In addition, on a selective basis, it intends to bring certain products to market
complimentary to and supported by its IP.



While we have made nominal sales of these
products to date, we are in the process of developing marketing and commercialization strategies to support those efforts. We do
not expect to begin realizing consistent revenue until later in 2014.



We will continue to opportunistically contemplate
and complete acquisitions to further solidify our intellectual property and product portfolio. Our intellectual property and families
of patents, addresses the following applications:



| | · | Object & logo detection.
Ubiquity’s patented and patent pending compression technology enables our software to intelligently discern objects of interest;
clean the edges, distinguish vehicles, distinguishing marks and other objects; and continuously track positions for all moving
and stationary targets within the video scene all with a high level of accuracy
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Web navigation. Since Netscape, users of the Internet have had a limited framework to navigate web content and organize information. Ubiquity has developed a game-changing patented framework, being commercialized as Sprocket, which enables users to more effectively aggregate content over disparate mediums in a more easy-to-use, centralized way.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Immersive Advertising. The next evolution in digital advertising must be driven by innovative platforms that more effectively help marketers move their businesses forward.  Technology will only be able to deliver on its promise of moving TV dollars online if it creates greater process efficiencies, drives more commerce, and enables deeper engagement with consumers. Ubiquity’s patented immersive advertising technologies provide for highly stylized and customized online advertising embedded in web content.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Online Content Navigation. One of the most important patents at Ubiquity is Sprocket, an easy-to-use navigation tool designed to simplify the management of consumer’s digital lifestyle.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Lifestyle Portal. Consumers are increasingly demanding content that is relevant to their interests and to their lifestyle, organized in a simple, easy to access online format. Ubiquity’s patented lifestyle portal is integrated into its Sprocket product.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Smart Card. Ubiquity’s patented smart card technology enables smart cards to improve the convenience and security of any transaction.
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | · | Mobile Transaction Gateway. Mobile commerce in the U.S. is now mainstream commerce. Ubiquity’s patented mobile transaction gateway technology enables carriers and content providers to more seamlessly provide fee-based downloads to end-consumers.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Inventory Management & Fulfillment. eCommerce transactions continue to grow and it is impacting how companies go to market, and the supply chains that support them. Fulfillment has never been a more critical function. Ubiquity’s inventory management & fulfillment patented technology provides retailers with a more seamless, consistent and cost-effective way to do business.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Super Compression. Ubiquity’s patented next generation compression format provides crisp and highly efficient video transmission and mobile editing, which all for on-the-go video editing and production.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15







In addition, through Ubiquity Studios we
are pursuing opportunities creating, developing and producing proprietary programming for the global market utilizing our state-of-the-art
content production facility that houses three sound stages. The Company’s Officers and consultants have experience in feature
film production, distribution and promotions, including target-specific marketing efforts.



We currently have under consideration a
number of potential film productions and opportunities to distribute films which are either in process or are in the planning stages.
The Company is also reviewing and considering several opportunities to distribute productions which are either under production
or have completed production by third parties.



As of December 31, 2013, we have taken
the following steps to implement our business plan:



Completed acquisition of Think Design Media,
Inc., Biznexion, Inc., and ThinkMedia Inc, Digital Maazine. in support the commercialization of our products;

| | · | Commenced marketing and sales plan;
| | - | -----------------------------------



| | · | Ramped business development efforts to drive Ubiquity Studios projects; and
| | - | ---------------------------------------------------------------------------



| | · | Completed our Agreement and Plan of Merger entered into on March 5, 2013 with Ubiquity Acquisition Corporation and Ubiquity Broadcasting Corporation.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Continued IP and Product Development in anticipation of licensing and revenue production
| | - | ----------------------------------------------------------------------------------------



Results of Operations



Comparison for the year ended December
31 2013 and December 31, 2012



Net Revenue



Net revenue was $201,207 and $224,967 for
the years ended December 31, 2013 and 2012, respectively. This decrease is primarily attributable to the company having historically
experienced inconsistent revenue streams. This inconsistency is related to event driven nature of its historical revenue. Going
forward management anticipates earning revenue from a variety of new sources developed through its Ubiquity Labs products and services;
therefore management does not expect inconsistency in its revenue on a gong forward basis.



Total Cost of Sales



Cost of sales was $153,884 and $161,150
for the years ended December 31, 2013 and 2012, respectively. The decrease in cost of sales is primarily attributable to the company
having historically experienced inconsistent revenue streams. These inconsistent revenue streams created less cost of sales in
consideration of the lower revenues. Management does not expect inconsistency in its revenue on a gong forward basis.



Gross profit



Gross profit was $47,323 and $63,817 for
the years ended December 31, 2013 and 2012, respectively. This decrease is primarily attributable to the company having historically
experienced inconsistent revenue streams. This inconsistency is related to event driven nature of its historical revenue. Going
forward management anticipates earning revenue from a variety of new sources developed through its Ubiquity Labs products and services;
therefore management does not expect inconsistency in its revenue on a gong forward basis.



16







Net Loss



Net Loss was ($51,594,144) and ($11,383,478)
for the years ended December 31, 2013 and 2012, respectively This increase in the loss is primarily attributable to continuing
operations and a non-cash loss of ($43,921,242) resulting from the issuance of stock for services, stock compensation,and other
equity awards. The company tries to utilize its stock to pay for services and as an incentive to employees, engineers, and contractors.
an increase in stock-based compensation during 2013.



Liquidity and Capital Resources



Cash requirements for, but not limited
to, working capital, capital expenditures, and debt repayments have been funded from cash balances on hand, revolver borrowings,
loans from officers, notes payable and capital.



At December 31, 2013, we had cash and cash
equivalents of 74,300 as compared to $118,663 as of December 31, 2012, representing a decrease of $44,363.







Cash used in operating activities increased
to ($6,708,896) for the year ended December 31, 2013 compared to ($3,178,898) for the year ended December 31, 2012. The primary
difference from 2013 is the heavier non-cash loss of $43,921,242 in stock-based compensation and a reduction of payables of $164,711
in addition to an increase in other current assets of $538,475





Cash provided by financing activities increased
to $7,056,021 for the year ended December 31, 2013, as compared to net cash provided of $3,350,391 for the year ended December
31, 2012. Cash from financing activities increased due to an increase in the sale of common stock during 2013.



17







Going Concern



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the
Company has negative working capital, has incurred operating losses each of the past two years, and has not yet produced continuing
revenues from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.



The financial statements do not include
any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities
that might be necessary in the event that the Company cannot continue as a going concern. Management anticipates that it will be
able to raise additional working capital through the issuance of stock and through additional loans from investors.



The ability of the Company to continue
as a going concern is dependent upon the Company’s ability to attain a satisfactory level of profitability and obtain suitable
and adequate financing. There can be no assurance that management's plan will be successful.



Item 7A.   Quantitative and Qualitative Disclosures
About Market Risk.



We do not hold any derivative instruments and do not engage
in any hedging activities.



Item 8.      Financial Statements
and Supplementary Data.



18







UBIQUITY BROADCASTING CORPORATION



FINANCIAL STATEMENTS



DECEMBER 31, 2013



CONTENTS



|                                                                        | PAGE      
|----------------------------------------------------------------------- | ----------
|                                                                        |           
|Report of Independent Registered Public Accounting Firm                 | F-1       
|                                                                        |           
|Balance Sheets as of December 31, 2013 and 2012                         | F-2       
|                                                                        |           
|Statements of Operations for the Years Ended December 31, 2013 and 2012 | F-3       
|                                                                        |           
|Statement of Stockholders’ Equity as of December 31, 2013               | F-4       
|                                                                        |           
|Statements of Cash Flows for the Years Ended December 31, 2013 and 2012 | F-5       
|                                                                        |           
|Notes to the  Financial Statements                                      | F-6 - F-16











Silberstein Ungar, PLLC CPAs and Business Advisors



Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors

Ubiquity Broadcasting Corporation

Irvine, California



We have audited the accompanying balance
sheets of Ubiquity Broadcasting Corporation as of December 31, 2013 and 2012, and the related statements of operations, stockholders’
equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. 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. We believe
that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Ubiquity Broadcasting Corporation, as of
December 31, 2013 and 2012 and the results of its operations and cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States.



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 11 to the financial statements,
the Company has negative working capital, has incurred losses from operations for each of the past two years and has not yet produced
continuing revenues from operations. These factors raise substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans with regard to these matters are described in Note 11. The accompanying financial statements
do not include any adjustments that might result from the outcome of this uncertainty.



|/s/ Silberstein Ungar, PLLC | 
|--------------------------- | 
|Silberstein Ungar, PLLC     | 



April 15, 2014



F-1







UBIQUITY BROADCASTING CORPORATION

BALANCE SHEETS

AS OF DECEMBER 31, 2013 AND 2012



|                                                                                                                                      |  | 2013 |              |   | 2012 |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------------ | - | ---- | -
|ASSETS                                                                                                                                |  |      |              |   |      |  
|Current Assets                                                                                                                        |  |      |              |   |      |  
|Cash and equivalents                                                                                                                  |  | $    | 74,300       |   |      | $
|Accounts receivable, net                                                                                                              |  |      | 38,105       |   |      |  
|Prepaid expenses                                                                                                                      |  |      | 121,275      |   |      |  
|Other current assets                                                                                                                  |  |      | 754,914      |   |      |  
|Total Current Assets                                                                                                                  |  |      | 988,594      |   |      |  
|                                                                                                                                      |  |      |              |   |      |  
|Property and equipment, net                                                                                                           |  |      | 1,003,546    |   |      |  
|                                                                                                                                      |  |      |              |   |      |  
|Other Assets                                                                                                                          |  |      |              |   |      |  
|Intangible assets, net                                                                                                                |  |      | 14,151,440   |   |      |  
|                                                                                                                                      |  |      |              |   |      |  
|TOTAL ASSETS                                                                                                                          |  | $    | 16,143,580   |   |      | $
|                                                                                                                                      |  |      |              |   |      |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                  |  |      |              |   |      |  
|Liabilities                                                                                                                           |  |      |              |   |      |  
|Current Liabilities                                                                                                                   |  |      |              |   |      |  
|Accounts payable                                                                                                                      |  | $    | 756,316      |   |      | $
|Accrued expenses                                                                                                                      |  |      | 2,450,601    |   |      |  
|Credit cards payable                                                                                                                  |  |      | 482,635      |   |      |  
|Loans/leases payable                                                                                                                  |  |      | 7,000        |   |      |  
|Total Liabilities                                                                                                                     |  |      | 3,696,552    |   |      |  
|                                                                                                                                      |  |      |              |   |      |  
|Stockholders’ Equity                                                                                                                  |  |      |              |   |      |  
|Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 and 600,000 shares issued and outstanding, respectively            |  |      | 0            |   |      |  
|Common stock, $.001 par value, 800,000,000 shares authorized; 322,442,196 and 194,599,296 shares issued and outstanding, respectively |  |      | 322,242      |   |      |  
|Additional paid-in capital                                                                                                            |  |      | 125,911,904  |   |      |  
|Deferred stock-based compensation                                                                                                     |  |      | (312,500     | ) |      |  
|Accumulated deficit                                                                                                                   |  |      | (113,474,618 | ) |      |  
|Total Stockholders’ Equity                                                                                                            |  |      | 12,447,028   |   |      |  
|                                                                                                                                      |  |      |              |   |      |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                            |  | $    | 16,143,580   |   |      | $



See accompanying notes to financial statements.



F-2







UBIQUITY BROADCASTING CORPORATION

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2013
AND 2012



|                                                                 |  | Year ended  December 31,  2013 |             |   | Year ended  December 31,  2012 |  
|---------------------------------------------------------------- |  | ------------------------------ | ----------- | - | ------------------------------ | -
|                                                                 |  |                                |             |   |                                |  
|REVENUES                                                         |  | $                              | 201,207     |   |                                | $
|COST OF SALES                                                    |  |                                | 153,884     |   |                                |  
|GROSS MARGIN                                                     |  |                                | 47,323      |   |                                |  
|                                                                 |  |                                |             |   |                                |  
|OPERATING EXPENSES                                               |  |                                |             |   |                                |  
|Meals and entertainment                                          |  |                                | 84,951      |   |                                |  
|Marketing                                                        |  |                                | 85,744      |   |                                |  
|Outside services                                                 |  |                                | 362,179     |   |                                |  
|Payroll expense                                                  |  |                                | 2,374,799   |   |                                |  
|Stock-based compensation                                         |  |                                | 43,921,242  |   |                                |  
|Office and computer                                              |  |                                | 177,344     |   |                                |  
|Professional fees                                                |  |                                | 1,683,664   |   |                                |  
|Rent                                                             |  |                                | 485,922     |   |                                |  
|Travel                                                           |  |                                | 126,922     |   |                                |  
|Taxes                                                            |  |                                | 51,029      |   |                                |  
|Charitable contributions                                         |  |                                | 47,066      |   |                                |  
|Bad debt expense                                                 |  |                                | 25,000      |   |                                |  
|Depreciation and amortization                                    |  |                                | 1,281,931   |   |                                |  
|Other operating expenses                                         |  |                                | 398,673     |   |                                |  
|TOTAL OPERATING EXPENSES                                         |  |                                | 51,106,467  |   |                                |  
|                                                                 |  |                                |             |   |                                |  
|LOSS FROM OPERATIONS                                             |  |                                | (51,059,144 | ) |                                |  
|                                                                 |  |                                |             |   |                                |  
|OTHER INCOME (EXPENSES)                                          |  |                                |             |   |                                |  
|                                                                 |  |                                |             |   |                                |  
|Impairment loss                                                  |  |                                | (45,000     | ) |                                |  
|Loss on acquisition of intangible assets                         |  |                                | (850,000    | ) |                                |  
|Interest income                                                  |  |                                | 0           |   |                                |  
|Other income                                                     |  |                                | 0           |   |                                |  
|TOTAL OTHER INCOME (EXPENSES)                                    |  |                                | (895,000    | ) |                                |  
|                                                                 |  |                                |             |   |                                |  
|LOSS BEFORE PROVISION FOR INCOME TAXES                           |  |                                | (51,954,144 | ) |                                |  
|                                                                 |  |                                |             |   |                                |  
|PROVISION FOR INCOME TAXES                                       |  |                                | 0           |   |                                |  
|                                                                 |  |                                |             |   |                                |  
|NET LOSS                                                         |  | $                              | (51,954,144 | ) |                                | $
|                                                                 |  |                                |             |   |                                |  
|NET LOSS PER SHARE: BASIC AND DILUTED                            |  | $                              | (0.21       | ) |                                | $
|                                                                 |  |                                |             |   |                                |  
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |  |                                | 247,745,152 |   |                                |  



See accompanying notes to financial statements.



F-3







UBIQUITY BROADCASTING
CORPORATION

STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013
AND 2012



|                                              |  | Common Stock |             |   | Preferred Stock |   |         | Additional Paid |  |  | Deferred
Stock-Based |   |  | Accumulated |      |   | Total Stockholders’ |  
|--------------------------------------------- |  | ------------ | ----------- | - | --------------- | - | ------- | --------------- |  |  | -------------------- | - |  | ----------- | ---- | - | ------------------- | -
|                                              |  | Shares       |             |   | Amount          |   |         | Shares          |  |  | Amount               |   |  | in Capital  |      |   | Compensation        |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Balance, January 1, 2012                      |  |              | 165,220,896 |   |                 | $ | 41,305  |                 |  |  | 600,000              |   |  | $           | 600  |   |                     | $
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Outstanding share correction                  |  |              | 3,747,200   |   |                 |   | 937     |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Shares issued for cash                        |  |              | 21,791,200  |   |                 |   |         |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Equity issuance costs                         |  |              | -           |   |                 |   | -       |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Shares issued for services                    |  |              | 840,000     |   |                 |   | 210     |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Shares issued to acquire intangible assets    |  |              | 3,000,000   |   |                 |   | 750     |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Stock options issued for services rendered    |  |              | -           |   |                 |   | -       |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Write-off of equity receivable                |  |              | -           |   |                 |   | -       |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Net loss for the year ended December 31, 2012 |  |              | -           |   |                 |   | -       |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Balance, December 31, 2012                    |  |              | 194,599,296 |   |                 |   | 48,650  |                 |  |  | 600,000              |   |  |             | 600  |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Par value adjustment for 4:1 stock split      |  |              | -           |   |                 |   | 145,949 |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Merger/recapitalization                       |  |              | 44,880,000  |   |                 |   | 44,880  |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Cancellation of shares                        |  |              | (16,000,000 | ) |                 |   | (16,000 | )               |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Conversion of preferred stock                 |  |              | 2,400,000   |   |                 |   | 2,400   |                 |  |  | (600,000             | ) |  |             | (600 | ) |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Shares issued for cash                        |  |              | 21,735,200  |   |                 |   | 21,735  |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Equity issuance costs                         |  |              | -           |   |                 |   | -       |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Options exercised                             |  |              | 46,200,000  |   |                 |   | 46,200  |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Shares issued for services                    |  |              | 22,795,200  |   |                 |   | 22,795  |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Shares issued to acquire intangible assets    |  |              | 5,632,500   |   |                 |   | 5,633   |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Stock options issued for services rendered    |  |              | -           |   |                 |   | -       |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Net loss for the year ended December 31, 2013 |  |              | -           |   |                 |   | -       |                 |  |  | -                    |   |  |             | -    |   |                     |  
|                                              |  |              |             |   |                 |   |         |                 |  |  |                      |   |  |             |      |   |                     |  
|Balance, December 31, 2013                    |  |              | 322,242,196 |   |                 | $ | 322,242 |                 |  |  | -                    |   |  | $           | -    |   |                     | $



See accompanying notes to financial statements.



F-4







UBIQUITY BROADCASTING CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013
AND 2012



|                                                                            |  | Year ended  December 31,  2013 |             |   | Year ended  December 31,  2012 |  
|--------------------------------------------------------------------------- |  | ------------------------------ | ----------- | - | ------------------------------ | -
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                                |             |   |                                |  
|Net loss for the year                                                       |  | $                              | (51,954,144 | ) |                                | $
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                |             |   |                                |  
|Depreciation and amortization                                               |  |                                | 1,281,931   |   |                                |  
|Stock-based compensation                                                    |  |                                | 43,921,242  |   |                                |  
|Bad debt expense                                                            |  |                                | 25,000      |   |                                |  
|Impairment expense                                                          |  |                                | 45,000      |   |                                |  
|Changes in assets and liabilities:                                          |  |                                |             |   |                                |  
|(Increase) decrease in accounts receivable                                  |  |                                | (33,505     | ) |                                |  
|Decrease in prepaid expenses                                                |  |                                | 39,719      |   |                                |  
|(Increase) decrease in other current assets                                 |  |                                | (538,475    | ) |                                |  
|(Decrease) in accounts payable                                              |  |                                | (164,711    | ) |                                |  
|Increase in accrued expenses                                                |  |                                | 641,586     |   |                                |  
|Increase in credit cards payable                                            |  |                                | 27,461      |   |                                |  
|Net Cash Used by Operating Activities                                       |  |                                | (6,708,896  | ) |                                |  
|                                                                            |  |                                |             |   |                                |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                                |             |   |                                |  
|Purchase of property and equipment                                          |  |                                | (270,142    | ) |                                |  
|Acquisition of intangible assets                                            |  |                                | (121,346    | ) |                                |  
|Net Cash Used in Investing Activities                                       |  |                                | (391,488    | ) |                                |  
|                                                                            |  |                                |             |   |                                |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                                |             |   |                                |  
|Common stock issued for cash                                                |  |                                | 7,556,250   |   |                                |  
|Equity issuance costs                                                       |  |                                | (494,729    | ) |                                |  
|Payments on loans/leases payable                                            |  |                                | (5,500      | ) |                                |  
|Net Cash Provided by Financing Activities                                   |  |                                | 7,056,021   |   |                                |  
|                                                                            |  |                                |             |   |                                |  
|NET (DECREASE) IN CASH                                                      |  |                                | (44,363     | ) |                                |  
|                                                                            |  |                                |             |   |                                |  
|Cash, beginning of period                                                   |  |                                | 118,663     |   |                                |  
|Cash, end of period                                                         |  | $                              | 74,300      |   |                                | $
|                                                                            |  |                                |             |   |                                |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                         |  |                                |             |   |                                |  
|Interest paid                                                               |  | $                              | 0           |   |                                | $
|Income taxes paid                                                           |  | $                              | 0           |   |                                | $
|                                                                            |  |                                |             |   |                                |  
|SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:                   |  |                                |             |   |                                |  
|Common stock issued to acquire intangible assets                            |  | $                              | 6,482,501   |   |                                | $
|Write off of equity receivable                                              |  | $                              | 0           |   |                                | $



See accompanying notes to financial statements.



F-5









UBIQUITY BROADCASTING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013



NOTE 1 - NATURE OF BUSINESS



Ubiquity Broadcasting Corporation (“Ubiquity”
or “the Company”) was formed in the State of Delaware in February 2007. It then became a corporation in the State of
Delaware on February 12, 2007.



The company is focused on the intersection
of cloud based cross-platform applications synchronized across all screens for enhancing the digital lifestyle.  Ubiquity
has its own studio operations, and is developing ubiquitous digital applications and digital content in connection with its intellectual
property. Ubiquity’s technology is seamless, simplistic, and extremely intuitive.  Ubiquity has developed products
and services providing a seamless platform for access to all media and content from all devices. These products include mobile
commerce, video search, and a customized interface for all personal and public files, including any media and any content from
any source to any device.



The company is focused on becoming an industry
leader in cloud-based products and services, and management expects its competitive position will be enhanced and sustained by
its broad and deep portfolio of patents and intellectual property.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation

The financial statements of the Company
have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented
in US dollars.



Accounting Basis

The Company uses the accrual basis of accounting
and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted
a December 31 fiscal year end.



Cash and Cash Equivalents

For purposes of the accompanying financial
statements, the Company considers all highly liquid instruments with an initial maturity of three months or less to be cash equivalents.





Accounts Receivable and Allowance for
Doubtful Accounts

Accounts receivable are reported at realizable
value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded.
The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors,
including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of
the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its
billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates.
Bad debt expense was $25,000 and $1,500 for the years ended December 31, 2013 and 2012, respectively. The allowance for doubtful
accounts was $25,000 and $0 at December 31, 2013 and 2012, respectively.



Property and Equipment

The capital assets are being depreciated
over their estimated useful lives, three to fifteen years using the straight-line method of depreciation for book purposes.





F-6







UBIQUITY BROADCASTING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Intangible Assets

Intangible assets are amortized using the
straight-line method over fifteen years. The Company periodically evaluates the recoverability of intangible assets and takes into
account events or circumstances that warrant revised estimates of useful lives or that indicate impairment exists. All of Ubiquity’s
intangible assets are subject to amortization.



Fair Value of Financial Instruments



The Company considers all liquid interest-earning
investments with a maturity of three months or less at the date of purchase to be cash equivalents. Short-term investments generally
mature between three months and six years from the purchase date. Investments with maturities beyond one year may be classified
as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that
is available for current operations. All cash and short-term investments are classified as available for sale and are recorded
at market value using the specific identification method; unrealized gains and losses will be reflected in other comprehensive
income (“OCI”).



Equity and other investments include debt
and equity instruments. Debt securities and publicly traded equity securities are classified as available for sale and are recorded
at market using the specific identification method. Unrealized gains and losses (excluding other-than-temporary impairments) will
be reflected in OCI. All other investments, excluding those accounted for using the equity method, are recorded at cost.



Investments are considered to be impaired
when a decline in fair value is judged to be other-than-temporary. The Company employs a systematic methodology that considers
available evidence in evaluating potential impairment of its investments. In the event that the cost of an investment exceeds its
fair value, the Company evaluates, among other factors, the duration and extent to which the fair value is less than cost and the
financial health and business outlook for the investor. Ubiquity will also base their actions on industry performance, changes
in technology, operational and financing cash flow factors; and the Company’s intent and ability to hold the investment.
Once a decline in fair value is determined to be other-than-temporary, an impairment charge will be recorded and a new cost basis
in the investment will be established.



Revenue Recognition

The Company recognizes revenue when (i)
persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the sales price
is fixed or determinable; and (iv) collectability is reasonably assured.  Revenue from packaged product sales to distributors
and resellers is usually recorded when related products are shipped. However, when the revenue recognition criteria required for
distributor and reseller arrangements are not met, revenue is recognized as payments are received.



Cost of Revenue

Cost of revenue includes the direct costs
to manufacture and distribute the product and the direct costs to provide online services, production, consulting, product support,
licensing opportunities, training and certification of sub-contractors.



Marketing Costs



Marketing costs are expensed as incurred.
Marketing expenses were $85,744 and $29,517 for the years ended December 31, 2013 and 2012, respectively.





F-7







UBIQUITY BROADCASTING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Income Taxes

Income taxes are computed using the asset
and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on
the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted
tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence,
are not expected to be realized.



Concentration of Credit Risks

The Company maintains its cash and cash
equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any
losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial
difficulties.



Use of Estimates

Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Examples
include estimates of loss contingencies and product life cycles, and assumptions such as the elements comprising a software arrangement,
including the distinction between upgrades/enhancements and new products; when the Company reaches technological feasibility for
its products; the potential outcome of the future tax consequences of events that have been recognized in the Company’s financial
statements or tax returns; and determining when investment impairments are other-than-temporary. Actual results and outcomes may
differ from these estimates and assumptions.



Earnings Per Common and Common Equivalent
Share

The computation of basic earnings per common
share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted earnings
per common share is based on the weighted average number of shares outstanding during the year plus common stock equivalents which
would arise from the exercise of warrants outstanding using the treasury stock method and the average market price per share during
the year. Options, warrants and convertible preferred stock which are common stock equivalents are not included in the diluted
earnings per share calculation for December 31, 2013 and 2012, respectively, since their effect is anti-dilutive.



Impairment of Long-Lived Assets

The Company continually monitors events
and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events
or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the
carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash
flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying
amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair
value less costs to sell.



Recently Issued Accounting Guidance

The Company does not expect the adoption
of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial
position or cash flow.



F-8







UBIQUITY BROADCASTING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013



NOTE 3 - PREPAID EXPENSES



Prepaid expenses consisted of the following
as of December 31:



|                       |  | 2013 |         |  | 2012 |  
|---------------------- |  | ---- | ------- |  | ---- | -
|Commissions            |  | $    | 46,309  |  |      | $
|Rent                   |  |      | 34,003  |  |      |  
|Security deposit       |  |      | 39,833  |  |      |  
|Miscellaneous          |  |      | 1,130   |  |      |  
|Legal                  |  |      | 0       |  |      |  
|Total prepaid expenses |  | $    | 121,275 |  |      | $



NOTE 4 - PROPERTY AND EQUIPMENT



The Company owned equipment recorded at
cost which consisted of the following as of December 31:



|                            |  | 2013 |           |   | 2012 |  
|--------------------------- |  | ---- | --------- | - | ---- | -
|Machinery and equipment     |  | $    | 477,104   |   |      | $
|Office equipment            |  |      | 879,450   |   |      |  
|Leasehold improvements      |  |      | 594,199   |   |      |  
|Subtotal                    |  |      | 1,950,753 |   |      |  
|Accumulated depreciation    |  |      | (947,207  | ) |      |  
|Property and equipment, net |  | $    | 1,003,546 |   |      | $



Depreciation expense was $257,272 and $198,833
for the years ended December 31, 2013 and 2012, respectively.



NOTE 5 - INTANGIBLE ASSETS



The Company has capitalized costs in relation
to developing acquiring intangible assets, which consisted of the following as of December 31:









|                             |  | 2013 |            |   | 2012 |  
|---------------------------- |  | ---- | ---------- | - | ---- | -
|Patents and trademarks       |  | $    | 7,311,156  |   |      | $
|Data compression             |  |      | 623,628    |   |      |  
|Website                      |  |      | 2,503,308  |   |      |  
|Think Design Media           |  |      | 2,392,505  |   |      |  
|Think Mobile Inc. Giftsender |  |      | 2,542,800  |   |      |  
|Digital Magazine             |  |      | 400,000    |   |      |  
|Biznexion                    |  |      | 216,400    |   |      |  
|Invicta immersive property   |  |      | 2,028,000  |   |      |  
|Goodwill                     |  |      | 972,000    |   |      |  
|Subtotal, intangible assets  |  |      | 18,989,797 |   |      |  
|Accumulated amortization     |  |      | (4,838,357 | ) |      |  
|Intangible assets, net       |  | $    | 14,151,440 |   |      | $







Additions to the intangible assets primarily
relate to the Company’s development of patents and trademarks, data compression and the WEAV website project. The company
has incurred heavy costs for intangible assets in the past and does not expect to see intangible costs level out or drop in the
future as the company continues to invest and develop its intellectual property.



F-9







UBIQUITY BROADCASTING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013



NOTE 5 - INTANGIBLE ASSETS





On July 12, 2013, the Company acquired
intangible assets, including the Social Mashup and IPTV, from Think Design Media Inc., a California corporation, for 2,391,800
shares of common stock for a total purchase price of $2,391,800.



Additionally on July 12, 2013, the Company
acquired intangible assets, including Gift Sender, from Think Mobile, Inc., d/b/a GiftSender, a Delaware corporation, for 2,391,800
shares of common stock and $151,000 in cash for a total purchase price of $2,542,800.



Also on July 12, 2013, the Company acquired
intangible assets, including ZoneBox, from Biznexion, Inc., a Delaware corporation, for 216,400 shares of common stock for a total
purchase price of $216,400.





On September 30, 2013 the Company acquired
intangible assets of Acosta Investments relating to the digital magazine a California Limited Liability Corporation, for 400,000
shares of common stock for a total purchase price of $400,000. The shares were valued at $1,250,000 on the date of the agreement.
As such the digital magazine asset was booked at $400,000 and an loss on the purchase of the digital magazine was recorded for
$850,000.00 The digital magazine application (“Magazine”) is designed to give users a new interactive magazine viewing
experience using videos and interactive advertising related to various products within the article. The platform has the ability
to create a magazine from scratch by uploading text for articles, images, video and audio files.



In 2013 Ubiquity Acquired TaC Friends and associated IP for
200,000 shares of common stock valued at $200,000.00 TaC Friends promotes the use of SMS and MMF messaging so people interested
in social networking do not have to sit in front of a web site. Ubiquity anticipates that the integration of TaC friends into its
Sprocket will enable users to enjoy a mobile lifestyle and the need to always be in touch and using the platform.



The Company analyzes the intangible assets
on an annual basis and determined that no impairment was necessary for the years ended December 31, 2013 and 2012. During 2013,
an intangible asset was considered obsolete and written off in the amount of $45,000. Amortization is recorded using the straight-line
method over a period of fifteen years.



Amortization expense for all intangible
assets was $1,024,659 and $622,746 for the years ended December 31, 2013 and 2012, respectively.



NOTE 6 - ACCRUED EXPENSES



Accrued expenses consisted of the following
as of December 31, 2013 and 2012:







|                        |  | 2013 |           |  | 2012 |  
|----------------------- |  | ---- | --------- |  | ---- | -
|Salary and wages        |  | $    | 1,453,884 |  |      | $
|Payroll and other taxes |  |      | 984,831   |  |      |  
|Interest                |  |      | 11,886    |  |      |  
|Total accrued expenses  |  | $    | 2,450,601 |  |      | $







NOTE 7 - RELATED PARTY TRANSACTIONS





During the years ended December 31,
2013 and 2012, respectively, the Company paid or accrued bonuses to officers related to equity raises of $494,729 and
$236,987 to two officers.



The President of Ubiquity Broadcasting
Corporation, Christopher Carmichael, had accrued salary, and directors pay of $1,053,398 and $880,159 as of December 31, 2013 and
2012, respectively, resulting in part from previous work done for the company and from his new salary as President and CEO. Chris
Carmichael accrues and draws a salary of $420,000 and accrues 300,000 options annually adjusted for stock split.







F-10







UBIQUITY BROADCASTING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013





NOTE 7 - RELATED PARTY TRANSACTIONS (CONTINUED)



Senior Executive Vice President Connie
Jordan had accrued salary, and directors pay of $181,743 and $0 as of December 31, 2013 and 2012, respectively, resulting in part
from previous work done for the company and from her salary as SEVP.





The Carmichael Family has personally
guaranteed two company credit cards and has allowed the company use of their personal credit cards as needed. Total lines of
credit personally guaranteed by the Carmichael family is up to $800,000 per month. 1,825,820 common stock options were
awarded at a $1.00 exercise price for the use of these lines of credit.





The company had certain note payables outstanding
to related parties as of December 31, 2013 and 2012. Chris Carmichael was owed $7,000 and $11,000 as of December 31, 2013 and 2012,
respectively. The amounts are unsecured, non-interest bearing and due on demand.



Albert Carmichael was owed $0 and $22,000
as of December 31, 2013 and 2012, respectively. The amounts are unsecured, non-interest bearing and due on demand.



As of December 31, 2013, SC Business Consulting,
a company controlled by a relative of a shareholder owed the company $0 and $7,358, respectively. The amount is unsecured, non-interest
bearing and due on demand.



On August 30, 2010, Ubiquity entered into
three separate Patent Licensing Agreements with Sponsor Me Inc., for the License of the “Immersive Advertising Patent”
in the amount of $250,000, another agreement for the license of the “Lifestyle Portal” Patent in the amount of $250,000,
and also a Lifestyle Portal Web and Mobile Development reimbursement agreement for the production of the Sponsor Me Inc. web and
mobile site. The balance due on these agreements was $190,915 and $169,711 for the years ended December 31, 2013 and 2012, respectively.



NOTE 8 - STOCKHOLDERS’ EQUITY



Ubiquity Broadcasting Corporation has 800,000,000
shares of $.001 par value Common Stock and 10,000,000 shares of $0.001 Series A Preferred Stock authorized as of December 31,
2013. As of December 31, 2012 Ubiquity Broadcasting Corporation had 200,000,000 shares of $.001 par value Common Stock and 10,000,000
shares of $0.001 Series A Preferred Stock authorized.



On December 6, 2013, the Company effected
a 4 to 1 forward stock split. All share and per share data in these financial statements has been retrospectively updated to account
for the stock split.



During the year ended December 31, 2013,
the Company issued 21,735,200 shares of common stock for cash proceeds of $7,556,250. Equity issuance costs of $494,729 were paid
in connection with the share issuances. The Company issued 22,795,200 shares of common stock for services rendered during the year
ended December 31, 2013. The shares were valued at $10,958,410 with $312,500 remaining as deferred stock-based compensation at
December 31, 2013.



During the year ended December 31, 2013,
the Company issued 5,632,500 shares to acquired intangible assets valued at $6,482,501.



There were 322,442,196 and 194,599,294
shares of common shares issued and outstanding at December 31, 2013 and 2012, respectively.



There were 0 and 600,000 shares of preferred
stock issued and outstanding as of December 31, 2013 and 2012, respectively.









F-11







UBIQUITY BROADCASTING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013





NOTE 8 - STOCKHOLDERS’ EQUITY (CONTINUED)



The Company accounts for employee stock-based
compensation in accordance with the guidance of ASC Topic 718: Compensation - Stock Compensation, which requires all share-based
payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their
fair values.



The Company follows ASC Topic 505-50, formerly
EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with
Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance
with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted
for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can
be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional
paid-in capital over the period during which services are rendered.



During the year ended December 31, 2012,
the Company granted 2,075,000 stock options valued at 6,696,561with exercise prices of $4.00. The options were valued on the grant
dates using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of
116%, risk-free interest rates of 0.62-0.77% and expected lives of 60 months. The options were fully expensed as of December 31,
2012.



All outstanding options as of September
9, 2013 were modified to an exercise price of $0. The options were revalued in accordance with ASC 718-20-35. The revaluation resulted
in the recording of stock-based compensation totaling $24,242,707.



During the year ended December 31, 2013,
the Company granted 6,725,820 stock options valued at 9,032,624 with exercise prices of $2.34 - $4.00. The options were valued
on the grant dates using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected
volatility of 97% - 111%, risk-free interest rates of 0.37 – 0.88% and expected lives of 24 – 60 months. The options
were fully expensed as of December 31, 2013.



The Company had the following options outstanding
for the years ended December 31, 2013 and 2012:









|                             |  | Number of Options |             |   | Weighted average  exercise price |  
|---------------------------- |  | ----------------- | ----------- | - | -------------------------------- | -
|Balance, January 1, 2012     |  |                   | 9,225,000   |   |                                  |  
|Granted - 2012               |  |                   | 2,075,000   |   |                                  |  
|Exercised - 2012             |  |                   | 0           |   |                                  |  
|Expired - 2012               |  |                   | 0           |   |                                  |  
|Balance, December 31, 2012   |  |                   | 11,300,000  |   |                                  | $
|Granted - 2013               |  |                   | 6,725,820   |   |                                  |  
|Exercised – 2013 (pre-split) |  |                   | (11,550,000 | ) |                                  |  
|Expired - 2013               |  |                   | 0           |   |                                  |  
|Balance, December 31, 2013   |  |                   | 6,475,820   |   |                                  | $







NOTE 9 - COMMITMENTS AND CONTINGENCIES



On October 7, 2010, Ubiquity Broadcasting
Corporation entered into a 5 year lease for a new building in Irvine, CA. The lease commenced in March, 2011. In the first and
second quarters of 2011, Ubiquity experienced heavy leasehold improvements and fixed asset additions as they upgraded from an 8,629
sq. ft. building to a larger more accommodating 23,450 sq. ft. facility. Lease payments increased from $18,250 to $37,934 monthly
(net) due to the larger space and increase by roughly 3% annually over the term of the lease. Pre-paid rent booked in 2010 will
be taken in months 4, 12, 19, 24, and 30 respectively.





F-12







UBIQUITY BROADCASTING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013



NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)



Minimum annual rent is as follows for the
initial term of the lease:



|Year ended December 31, 2014 |  |   | 519,194   | 
|---------------------------- |  | - | --------- | 
|2015                         |  |   | 539,701   | 
|2016                         |  |   | 136,212   | 
|Total lease commitment       |  | $ | 1,195,107 | 



On December 10, 2008, Space 150, LLC and
Ubiquity agreed to a payment arrangement for the final award as follows: $60,000 was paid on December 10, 2008 at the signing
of the agreement and the remaining balance is to be paid out as $45,000 payable at the end of every quarter commencing March 31,
2009 and concluding March 31, 2014. Per the payment agreement Ubiquity retains the right to the website and will be delivered all
of the source code and work done on the website, subsequently, Space 150 will transfer the domain names “we-av.net”
and “we-av.com” upon completion of the agreement. Of the final award $614,308 was booked as the website asset, $352,661
was booked as legal fees incurred in 2008, and $42,003 was booked as interest respectively as an expense in the 2008 fiscal year.
As of December 31, 2013 and 2012, Ubiquity owed Space 150, LLC $93,362 and $273,972, respectively. Chris Carmichael and Connie
Jordan, officers and directors of the Company, personally guaranteed the amounts due to Space 150, LLC. As of the date of this
report the balance has been paid in full.





At the time of death of the former President
of Ubiquity Broadcasting Corporation, Gregory Crotty, in May 2009, Mr. Crotty had accrued $93,743 in salary, 80,000 Common Shares
of Ubiquity Broadcasting Corporation, and had 703,250 options to purchase Ubiquity Broadcasting Corporation Common Shares at $1.50
per share. He also had 150,000 shares of common stock issued in his name. Ubiquity will have to issue these shares and pay the
balance of his accrued salary to the proper beneficiary once established. As of December 31, 2013, an established beneficiary has
yet to be named. All 703,250 options have expired as of December 31, 2013 and are not included in total options outstanding.



The EDD California Employment department
notified the Company with an assessment of our independent contractors that the Company may have to pay additional taxes based
on our independent contractor payments for a total contingent liability of $305,885. The Company filed a formal petition as of
April 22, 2013 and has not heard back on any formal final ruling.



F-13







UBIQUITY BROADCASTING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013





NOTE 10 - INCOME TAXES



For the years ended December 31, 2013
and 2012, the Company incurred net losses and therefore has no tax liability. The Company began operations in 2007 and had net
operating loss carry-forwards of approximately $113,500,000 that will be carried forward and can be used through the year 2033
to offset future taxable income. In the future, the cumulative net operating loss carry-forward for income tax purposes may differ
from the cumulative financial statement loss due to timing differences between book and tax reporting.



The provision for Federal income tax consists
of the following for the years ended December 31, 2013 and 2012:









|                                            |  | 2013 |             |   | 2012 |  
|------------------------------------------- |  | ---- | ----------- | - | ---- | -
|Federal income tax benefit attributable to: |  |      |             |   |      |  
|Current operations                          |  | $    | 17,664,409  |   |      | $
|Valuation allowance                         |  |      | (17,664,409 | ) |      |  
|Net provision for federal income tax        |  | $    | 0           |   |      | $







The cumulative tax effect at the expected
rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2012 and December 31,
2011:









|                                    |  | 2012 |             |   | 2011 |  
|----------------------------------- |  | ---- | ----------- | - | ---- | -
|Deferred tax asset attributable to: |  |      |             |   |      |  
|Net operating loss carryover        |  | $    | 38,458,971  |   |      | $
|Valuation allowance                 |  |      | (38,458,971 | ) |      |  
|Net deferred tax asset              |  | $    | 0           |   |      | $







Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $113,500,000 for Federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited
as to use in future years.



NOTE 11 - GOING CONCERN



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the
Company has negative working capital, has incurred operating losses each of the past two years, and has not yet produced continuing
revenues from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.



The financial statements do not include
any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities
that might be necessary in the event that the Company cannot continue as a going concern. Management anticipates that it will be
able to raise additional working capital through the issuance of stock and through additional loans from investors.



The ability of the Company to continue
as a going concern is dependent upon the Company’s ability to attain a satisfactory level of profitability and obtain suitable
and adequate financing. There can be no assurance that management's plan will be successful.



F-14







UBIQUITY BROADCASTING CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2013





NOTE 12 - SUBSEQUENT EVENTS



On January 16, 2014 Ubiquity notified Think
Design Media of its Breach of its consulting agreement dated December 11, 2013. Ubiquity alleges the breach due to work not being
delivered in accordance with the consulting agreement. Think Design alleges that amounts due them sum to around $80,291. As of
the date of this report no action has been taken by either party.



In accordance with ASC 855-10, the Company
has analyzed its operations subsequent to December 31, 2013 through the date these financial statements were issued and has determined
that it does not have any material subsequent events to disclose other than the events described above.





F-15







Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.



There have been no disagreements with our auditor regarding
accounting and financial disclosure.



19







Item 9A.  Controls and Procedures.



Evaluation of Disclosure Controls and Procedures





Pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934, as amended (“Exchange Act”), the Company carried out an evaluation, with the participation of
the Company’s management, including the Company’s Chief Executive Officer (“CEO”) Christopher Carmichael
(the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (Brenden Garrison), of the effectiveness
of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end
of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s
disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the
reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s
management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.



Management's Annual Report on Internal
Control Over Financial Reporting.



The management of the Company is responsible
for establishing and maintaining adequate internal control over financial reporting for the Company.  Our internal control
system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation
and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.



Our management assessed the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2013.  The
framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal
Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on that assessment, our management has determined that as of December 31, 2013, the Company’s internal control
over financial reporting was not effective for the purposes for which it is intended.



This annual report does not include an
attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered public accounting firm as we are a smaller reporting
company and not required to provide the report.



Changes in Internal Controls over Financial
Reporting





There were no changes in our internal
controls over financial reporting that occurred during the  fourth quarter of the fiscal year ended December 31, 2013
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Item 9B. Other Information.



None.





PART III



Item 10. Directors, Executive Officers and Corporate
Governance



Our directors, executive officers and key employees are listed
below. The number of directors is determined by our board of directors. All directors hold office until the next annual meeting
of the board or until their successors have been duly elected and qualified. Officers are elected by the board of directors and
their terms of office are, except to the extent governed by employment contract, at the discretion of the board of directors.



|Name                   |  | Age |  | Position                                                                                
|---------------------- |  | --- |  | ----------------------------------------------------------------------------------------
|Christopher Carmichael |  | 60  |  | Chief Executive Officer, and Co-Chairman                                                
|Brenden Garrison       |  | 31  |  | Chief Financial Officer                                                                 
|Nicholas Mitsakos      |  | 54  |  | Co-Chairman                                                                             
|Connie Jordan          |  | 60  |  | Senior Executive Vice President of Intellectual Property and Transmedia
    and Director
|Webb Blessley          |  | 66  |  | Treasurer, Secretary, and Director                                                      
|Bryan Harpole          |  | 41  |  | General Studio Manager                                                                  



20









Set forth below is a brief description of the background and
business experience of our executive officers and directors for the past five years.



Christopher Carmichael has
been the President and Chief Executive Officer of Ubiquity Broadcasting Corporation since May 20, 2009. On September 30, 2006,
Mr. Carmichael was employed by Ubiquity Holdings to be the Creative Director, and when Ubiquity Holdings became Ubiquity Broadcasting
Corporation in February of 2007 he remained as the Creative director until taking the position of President and CEO. Mr. Carmichael
was the United States Surfing Champion from 1969 through 1971 and became a premier apparel designer in the United States, while
working in marketing and film production. Mr. Carmichael is frequently described as a visionary. He was voted one of the Top Ten
designers of Men's Apparel in the United States, in Sports Style Magazine published by Fairchild Publications in 1983, and is an
expert in design, marketing, and distribution. Mr. Carmichael has extensive experience in the film industry, working for numerous
television shows while working with Grammy and Emmy Award winning artists and producers such as Steve Sabol at NFL Films. He has
produced several television commercials and in 1978, he won a "Clio” award for an RC Cola Commercial.   Mr. Carmichael
turned his attention to the internet industry in early 1997. Early on he realized the need for design and technology innovation,
he invented the “Sprocket” and coauthored the company’s other patents such as “Compression,” “Lifestyle
Portal,” “Immersive Advertising,” and “B2B,” to name a few.



Brenden Garrison is the Chief
Financial Officer for Ubiquity Broadcasting Corporation. Prior to starting work at Ubiquity Broadcasting Corporation, Brenden graduated
with a Bachelor’s degree in Accounting from the School of Business and Economics at California State University Fullerton
in 2005. While at California State University Fullerton he acted as the Treasurer of the Accounting Society in charge of the campus
budget. He started his career with Scottel Voice and Data Inc. in 2003 where he became the Jr. Controller in under a year’s
time. He then went on to manage and provide accounting, tax, audit, and financial services for several corporate clients in various
fields with Semmens & Semmens CPA firm from 2005-2007. After three years of employment with Semmens & Semmens, he decided
to create his own accounting, tax and business consulting firm. While developing his own company, Brenden started the process to
become a Certified Public Accountant and is in the final stages of obtaining his CPA license.



Nicholas Mitsakos, has been the
Chairman and Chief Executive Officer of Arcadia Holdings, Inc. since 1989. At Arcadia, Mr. Mitsakos managed the investment firm’s
operations in the private and public equity markets. Arcadia is aglobal diversified holding
company that owns public securities, majority-owned subsidiaries, and minority interests in various businesses.Arcadia’s
capital partners include large international institutions. Through Arcadia Holdings, Mr. Mitsakos has acquired, or invested in,
over 40 companies in the U.S., Asia and Europe. He has served as either a director or advisor to each company, working closely
with management, the board of directors and other investors. Additionally, Mr. Mitsakos has served on the board of over twenty
five companies. From 2002 to present, he has been an advisor and Managing Director to London-based Sardis Capital, a merchant bank,
focused on technology and middle market merchant banking. From 1995 to present, Mr. Mitsakos has advised Templeton International
on investments in private and public companies based in emerging markets, including China. He now advises Franklin Templeton and
Janus on public and private investment throughout Asia. In 1985, Mr. Mitsakos started his career as an investment banker at Goldman
Sachs. From 1986 to 1989, he was a member of the corporate finance department at Drexel Burnham Lambert. He holds an MBA from Harvard
University (1986) and B.S. degrees in Computer Science and Microbiology from the University of Southern California (Valedictorian,
1981). He taught at UCLA’s Anderson School of Business from 1992 to 1998, and is also on the board to UCLA’s Center
for Cerebral Palsy within the UCLA Medical School. He is also on the board to the Rehabilitation Hospital in Honolulu, HI.



21







Connie Jordan began her professional
career in banking at Security Pacific Bank in 1974. Ms. Jordan worked at U.S. West in the Major Accounts Division, where Ms. Jordan
designed and implemented technology for Fortune 500 clients, traveled extensively as a lecturer on college campuses and at leading
telecommunications seminars. Jordan turned her attention to the design of intricate telecommunications solutions for her clients
and founded Signal Management Group in 1989. Shifting gears she began a career in Television writing, producing, and co- hosting
successful shows such as California Lifestyles, Premier Real Estate Show, and Yachting Lifestyles for Cable, ABC, ESPN, and the
Discovery Network. As a consultant in 1997, Jordan began shifting her focus to the Internet. Jordan co-founded Ubiquity and is
among the inventors and co-author of several of the company’s patents the "World Smart Card" patent, and has co-authored
several more including “Sprocket,” "Lifestyle," "Immersive Advertising," and "B2B".Ms.
Jordan was Ubiquity Holdings Intellectual Property Development Manager from 2006 until 2008. In 2008, Ms. Jordan became the Company’s
Vice President of Creative Development and Intellectual Property until her appointment as Senior Executive Vice President of Intellectual
Property and Transmedia.



Webb Blessley has over 30 years
of experience in corporate, venture capital and real estate acquisitions. An architectural engineer by education, Webb worked at
McDonald's Corporation as Vice President of Real Estate and Construction Worldwide from 1974 until his retirement in 1995. Blessley
was founder of the Ronald McDonald Camp for Children at Eagle Lake and has served on numerous scholarship boards. Most recently,
Webb help found the Cougar Fund with his daughter Cara Blessley Lowe and board members Howard Buffett, Tom Mangelsen and Dr. Jane
Goodall to explore and promote the preservation of the North American Cougar. After his retirement, Blessley returned to his architectural
roots and now works as a contact source in alternative building and solar powered technology, consulting on projects using ecologically
sound materials.



Certain Significant Employee



Bryan Harpole has worked in
the television production/operations industry for over 20 years. From the creation of studio and documentary-style productions
to the management and technical maintenance of production facilities, Bryan brings a uniquely broad set of skills to the Ubiquity
Studios Team. Bryan graduated with a BS degree from East Carolina University in 1994. After a career of playing professional soccer,
he immediately went to work in freelance television production. From January 1995 to August 2006, Harpole worked with numerous
networks such as ESPN, NBC Sports, Fox Sports, Turner Sports, Comcast Sports net, etc. working on Live Television Production trucks
all over the country. His talents included Camera Operator, EVS Operator, Graphics, Producer, Director and Technical Manager for
numerous Sporting Events and Concerts while also maintaining events and technical maintenance at the Verizon Center from January
1996 to August 2006 as Technical Production Manager in Washington, DC. Bryan was able to take part in major events such as the
Summer Olympics, FIFA World Cup, NHL Stanley Cup Finals, WNBA Finals and NBA Finals. From August 2006 to April 2009, Bryan accepted
a position with Discovery Communications located in Silver Spring, Maryland where he was named Technical Manager, Live Events and
Studio Production for all of Discovery Communications 11 major networks. While at Discovery, Bryan was able to oversee 50-60 Live
Events a year, which took him not only all over the country but all over the world. From May 2009 to February 2011, Bryan was asked
to oversee the new build out of the ESPN Los Angeles Production Center located at L.A. Live. As Manager of Production Operations,
Bryan was able to oversee operations and support for Sports Center, Studio Operations, Live Remotes and Special Events as related
to ESPN.



Involvement in Certain Legal Proceedings



To the best of our knowledge, none of our
directors or executive officers has, during the past ten years:



| | · | been convicted in a criminal
proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | · | had any bankruptcy petition
filed by or against the business or property of the person, or of any partnership, corporation or business association of which
he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | been subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state
authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,
securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons
engaged in any such activity;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | been found by a court of
competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22







| | · | been the subject of, or
a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended
or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any
federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money
penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | been the subject of, or
a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined
in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act),
or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Except as set forth in our discussion below
in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved
in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed
pursuant to the rules and regulations of the Commission.



Term of Office



Our directors are appointed for a one-year
term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our
bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.



Code of Ethics



We have adopted a code of ethics as of
April 4, 2008 that applies to our principal executive officer, principal financial officer, and principal accounting officer as
well as our employees.  Our standards are in writing and are to be posted on our website at a future time.   The following
is a summation of the key points of the Code of Ethics we adopted:



| | · | Honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Full, fair, accurate, timely, and understandable disclosure reports and documents that a small
business issuer files with, or submits to, the Commission and in other public communications made by our Company;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Full compliance with applicable government laws, rules and regulations;
| | - | -----------------------------------------------------------------------

| | · | The prompt internal reporting of violations of the code to an appropriate person or persons identified
in the code; and
| | - | -----------------------------------------------------------------------------------------------------------------------

| | · | Accountability for adherence to the code.
| | - | -----------------------------------------



Corporate Governance



The business and affairs of the Company
are managed under the direction of the Board of Directors (the “Board”). Chris Carmichael, Connie Jordan, Nicholas
Mitsakos, Webb Blessley, are the current members of the Board.



Family Relationships



Except as disclosed below, there are no
family relationships among any of our officers or directors.



23







Our Chief Executive Officer and Co-Chairman,
Christopher Carmichael, is married to our Senior Executive Vice President of Intellectual Property and Transmedia Connie Jordan.



Item 11. Executive Compensation.



Summary Compensation Table



The following sets forth information with
respect to the compensation awarded or paid to Christopher Carmichael, our Chief Executive Officer and Co-Chairman, and Connie
Jordan, our newly appointed Senior Executive Vice President of Intellectual Property and Transmedia, Brenden Garrison, our newly
appointed Chief Financial Officer, and Bryan Harpole, a significant employee, for all services rendered in all capacities to us
and our subsidiaries. The aforementioned executive officers are referred to as the “named executive officers” throughout
this Report.



The discussion below pertains to compensation
awarded or paid by Ubiquity-DE to M. Christopher Carmichael, Ms. Connie Jordan, Brenden Garrison, and Bryan Harpole with respect
to Ubiquity DE’s year ended December 31, 2013 and year ended December 31, 2012.



|Name and
    Principal
    Position                                         |  | Year |      |  | Salary
    ($) |   |         | Bonus
    ($) |  |  | Stock 
    Awards ($) |  |  | Option 
    Awards ($) |   |  | Non-Equity 
    Incentive Plan  Compensation ($) |   |           | Non-Qualified
    Deferred  Compensation  Earnings  ($) |  |  | All Other 
    Compensation ($) |  |  | Totals 
    ($) |  
|--------------------------------------------------------------------------- |  | ---- | ---- |  | -------------- | - | ------- | ------------- |  |  | --------------------- |  |  | ---------------------- | - |  | ------------------------------------------------ | - | --------- | ------------------------------------------------------- |  |  | ------------------------------- |  |  | --------------- | -
|                                                                            |  |      |      |  |                |   |         |               |  |  |                       |  |  |                        |   |  |                                                  |   |           |                                                         |  |  |                                 |  |  |                 |  
|Christopher Carmichael,                                                     |  |      | 2013 |  |                | $ | 842,196 |               |  |  | -                     |  |  |                        | - |  |                                                  | $ | 3,743,521 |                                                         |  |  | -                               |  |  |                 | -
|President, Chief Executive Officer                                          |  |      | 2012 |  |                | $ | 727,885 |               |  |  | -                     |  |  |                        | - |  |                                                  | $ | 3,800,000 |                                                         |  |  | -                               |  |  |                 | -
|                                                                            |  |      |      |  |                |   |         |               |  |  |                       |  |  |                        |   |  |                                                  |   |           |                                                         |  |  |                                 |  |  |                 |  
|Connie Jordan,                                                              |  |      | 2013 |  |                |   | 250,774 |               |  |  |                       |  |  |                        |   |  |                                                  |   | 1,655,907 |                                                         |  |  | -                               |  |  |                 | -
|Senior Executive Vice President of Intellectual
    Property and Transmedia |  |      | 2012 |  |                | $ | 255,389 |               |  |  | -                     |  |  |                        | - |  |                                                  | $ | 1,400,000 |                                                         |  |  | -                               |  |  |                 | -
|                                                                            |  |      |      |  |                |   |         |               |  |  |                       |  |  |                        |   |  |                                                  |   |           |                                                         |  |  |                                 |  |  |                 |  
|Brenden Garrison                                                            |  |      | 2013 |  |                |   | 198,375 |               |  |  | -                     |  |  |                        | - |  |                                                  | $ | 121,598   |                                                         |  |  | -                               |  |  |                 | -
|Chief Financial Officer                                                     |  |      | 2012 |  |                | $ | 102,000 |               |  |  | -                     |  |  |                        | - |  |                                                  |   | -         |                                                         |  |  | -                               |  |  |                 | -
|                                                                            |  |      |      |  |                |   |         |               |  |  |                       |  |  |                        |   |  |                                                  |   |           |                                                         |  |  |                                 |  |  |                 |  
|Certain Significant Employee                                                |  |      |      |  |                |   |         |               |  |  |                       |  |  |                        |   |  |                                                  |   |           |                                                         |  |  |                                 |  |  |                 |  
|Bryan Harpole                                                               |  |      | 2013 |  |                |   | 150,000 |               |  |  |                       |  |  |                        |   |  |                                                  | $ | 121,598-  |                                                         |  |  | -                               |  |  |                 | -
|                                                                            |  |      | 2012 |  |                | $ | 143,750 |               |  |  | -                     |  |  |                        | $ |  |                                                  | $ | 300,000-  |                                                         |  |  | -                               |  |  |                 | -



Outstanding Equity Awards at Fiscal Year-End Table



At December 31, 2013 Ubiquity-NV had no
outstanding equity awards. At December 31, 2012, Ubiquity-DE had no outstanding equity awards. At the date of closing, there are
no outstanding equity awards or options issued.



24







Employment Agreements



On June 4, 2013, the Company entered into
an employment agreement with Christopher Carmichael, the Company’s Chief Executive Officer, to perform the services and duties
that are normally and customarily associated with this position as well as other associated duties as our Board reasonably determine
(the “Carmichael Agreement”). The effective date of the Carmichael Agreement is July 1, 2013 and has a five (5) year
term. The Carmichael Agreement calls for an initial base salary of $420,000 payable in equal semi-monthly installments in accordance
with the Company’s usual practice. The Carmichael Agreement also calls for an annual bonus that is equal to two and one half
percent (2.5%) of the pretax gross revenue, a three percent (3%) override of gross license fees derived from the company’s
products and services and five percent (5%) success fee of the gross private placement capital contributions received by the company,
and a three percent (3%) override of the gross book value derived from all cashless transactions of the Company. Moreover, the
Carmichael Agreement calls for the grant of an option to purchase 300,000 shares of the Company’s common stock at an exercise
price of $2.50 per share. As further compensation, Mr. Carmichael is awarded twenty percent of all gross revenues associated with
the project known as “106 Yards”.





On March 15, 2012, the Company renewed
an employment agreement with Connie Jordan, the Company’s Senior Executive Vice President of Intellectual Property and Transmedia,
to perform the services and duties that are normally and customarily associated with this position as well as other associated
duties as our Board reasonably determine (the “Jordan Agreement”). The effective date of the Jordan Agreement is March
15, 2012 and has a three (3) year term. The Jordan Agreement calls for an initial base salary of $198,000 payable in equal semi-monthly
installments in accordance with the Company’s usual practice. The Jordan Agreement also calls for an annual bonus that is
equal to one percent (1%)of the pretax gross revenue and one and one half percent (1.5%) of the net capital contributions received
by the Company from strategic partners. Moreover, the Jordan Agreement calls for the grant of an option to purchase 200,000 shares
of the Company’s common stock at an exercise price of $2.50 per share.



On August 15, 2013, the Company entered
into an employment agreement with Brenden Garrison, the Company’s Chief Financial Officer, to perform the services and duties
that are normally and customarily associated with this position as well as other associated duties as our Board reasonably determine
(the “Garrison Agreement”). The Garrison Agreement calls for an initial base salary of $150,000 payable in equal semi-monthly
installments in accordance with the Company’s usual practice. The Garrison Agreement also calls for an annual bonus in the
form of stock options to purchase 75,000 shares at an exercise price of $4.00.



On January 1, 2012, as amended on August 1, 2013, the Company entered into an employment agreement with
Bryan Harpole (the “Harpole Agreement”) to be employed as the Company’s general studio manager on an at will
basis. Mr. Harpole will receive an annual salary of $150,000 and eligible for certain bonuses including an annual bonus in the
form of stock options to purchase 75,000 shares at an exercise price of $4.00.



The foregoing descriptions of the terms
of the Carmichael Agreement, Jordan Agreement, Garrison Agreement, and Harpole Agreement do not purport to be complete
and are qualified in their entirety by reference to the provisions of such agreements filed as Exhibits 10.1 10.2, 10.3, and
10.4, respectively and are incorporated by reference herein.





Directors Retention Agreement



On March 22, 2013, the Company entered
into a Co-Chairman of the Board of Directors Retention Agreement with , Nick Mitsakos to perform the services and duties that are
normally and customarily associated with this position as well as other associated duties as our Board reasonably determine in
exchange for 250,000 shares of Company stock that were awarded upon execution of the agreement. The agreement was amended on December
31, 2013 whereby Mr. Mitsakos would receive a flat monthly rate of $25,000.00 per month in addition to his stock award.



As of December 31, 2013, Mr. Mitsakos received
cash of $43,928 and stock options valued at $1,331,648.



Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.



The following table sets forth certain
information regarding our shares of common stock beneficially owned as of March 31, 2014 for (i) each stockholder known to be the
beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii)
all executive officers and directors as a group.  A person is considered to beneficially own any shares: (i) over which
such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the
right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise.
Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive
officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.



25







For purposes of this table, a person or
group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right
to acquire within 60 days as of March 31, 2014.  For purposes of computing the percentage of outstanding shares of our
common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire
within 60 days of the Closing Date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person.  The inclusion herein of any shares listed as beneficially owned does not
constitute an admission of beneficial ownership.



Unless otherwise specified, the address of each of the persons
set forth below is in care of Ubiquity Broadcasting Corporation, 9801 Research Drive, Irvine CA 92618.



|                                                        |  |                |  | Amount and Nature of |            |  | Percentage  | 
|------------------------------------------------------- |  | -------------- |  | -------------------- | ---------- |  | ----------- | 
|Name and Address of Beneficial Owner                    |  | Title of Class |  | Beneficial Ownership |            |  | of Class(3) | 
|Executive Officers and Directors                        |  |                |  |                      |            |  |             | 
|Christopher Carmichael(1)                               |  | Common Stock   |  |                      | 47,311,112 |  |             | 
|Brenden Garrison                                        |  | Common Stock   |  |                      | 2,968,888  |  |             | 
|Nicholas Mitsakos                                       |  | Common Stock   |  |                      | 4,000,000  |  |             | 
|Connie Jordan(1)(2)                                     |  | Common Stock   |  |                      | 10,680,000 |  |             | 
|Webb Blessley                                           |  | Common Stock   |  |                      | 4,285,692  |  |             | 
|Directors and executive officers as a group (5 persons) |  | Common Stock   |  |                      | 69,245,692 |  |             | 
|Other 5% Holders:                                       |  |                |  |                      |            |  |             | 
|Silent Light LLC                                        |  | Common Stock   |  |                      | 18,800,000 |  |             | 
|Harold A. Havekotte                                     |  | Common Stock   |  |                      | 23,199,180 |  |             | 
|Kevin P. Budd                                           |  | Common Stock   |  |                      | 18,384,000 |  |             | 



| | (1) | Christopher Carmichael
and Connie Jordan are the beneficial owners of 8,300,000 shares and 8,300,000 shares, respectively, which are owned by Silent
Light LLC. Christopher Carmichael and Connie Jordan have the voting and dispositive power over the shares owned by Silent Light
LLC.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | 23,520,000 shares are held
by an irrevocable trust.
| | --- | ---------------------------------------------------



| | (3) | Based on 326,208,296 shares
issued and outstanding as of April 11, 2014.
| | --- | ------------------------------------------------------------------------



Item 13.    Certain Relationships and
Related Transactions, and Director Independence.



Transactions with Related Persons



Since January 1, 2012, there have been
no related party transactions in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our
total assets at year end for the last two completed fiscal years.



Director Independence



We use the definition of “independence”
of The NASDAQ Stock Market to make this determination.  NASDAQ Listing Rule 5605(a)(2) provides that an “independent
director” is a person other than an officer or employee of the company or any other individual having a relationship that,
in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director.  The NASDAQ listing rules provide that a director cannot be considered independent if:



| | · | the director is, or
at any time during the past three years was, an employee of the company;
| | - | --------------------------------------------------------------------------------------------



| | · | the director or a family
member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months
within the three years preceding the independence determination (subject to certain exclusions, including, among other things,
compensation for board or board committee service);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a family member of the
director is, or at any time during the past three years was, an executive officer of the company;
| | - | ------------------------------------------------------------------------------------------------------------------------



26







| | · | the director or a family
member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company
made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the
recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the director or a family
member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of
the executive officers of the company served on the compensation committee of such other entity; or
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the director or a family
member of the director is a current partner of the company’s outside auditor, or at any time during the past three years
was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We have determined that Mr. Nicholas Mitsakos is considered
an independent director.



Item 14.     Principal Accounting
Fees and Services.



Audit Fees



The aggregate fees billed by Silberstein
Ungar, PLLC for professional services rendered for the audit of the Company’s financial statements for the fiscal year ended
December 31, 2013 and 2012and for the review of the Company’s financial statements for the periods ended March 31, 2013 and
2012, June 30, 2013 and 2012 and September 30, 2013 and 2012 was $59,500 (2013) and $$7,500 (2012), respectively.    Silberstein
Ungar, PLLC was also paid $$48,000 for fees related to the audit of Ubiquity Broadcasting Corp. for 2012 and 2011 prior to its
becoming part of the public company entity.



Audit Related Fees



We paid Silberstein Ungar, PLLC $2,500 in 2013 for audit related
fees.



Tax Fees



For the Company’s fiscal years ended December 31, 2013
and 2012, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.



All Other Fees



Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service,
the engagement be:



-approved by our audit committee; or



-entered into pursuant to pre-approval policies and procedures
established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit
committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities
to management.



The pre-approval process has just been implemented in response
to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were
pre-approved.  However, all of the above services and fees were reviewed and approved by the entire board of directors
either before or after the respective services were rendered.



27







PART IV



Item 15.     Exhibits, Financial
Statement Schedules.



|ExhibitNo. |  | Description                                                                                                                                                             
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  |                                                                                                                                                                         
|2.1        |  | Agreement and Plan of Merger, dated March 5, 2013, by and among Ubiquity Broadcasting Corporation., Ubiquity Acquisition Corp. and Ubiquity Broadcasting Corporation.(1)
|           |  |                                                                                                                                                                         
|2.2        |  | Certificate of Merger for State of Delaware.(1)                                                                                                                         
|           |  |                                                                                                                                                                         
|2.3        |  | Articles of Merger for State of Nevada.(1)                                                                                                                              
|           |  |                                                                                                                                                                         
|3.1(i)     |  | Articles of Incorporation dated December 2, 2011.(2)                                                                                                                    
|           |  |                                                                                                                                                                         
|3.1(ii)    |  | Amended Articles of Incorporation dated March 4, 2013.(3)                                                                                                               
|           |  |                                                                                                                                                                         
|3.2        |  | Bylaws.(2)                                                                                                                                                              
|           |  |                                                                                                                                                                         
|10.1       |  | Carmichael Employment Agreement.(1)                                                                                                                                     
|           |  |                                                                                                                                                                         
|10.2       |  | Jordan Employment Agreement.(1)                                                                                                                                         
|           |  |                                                                                                                                                                         
|10.3       |  | Garrison Employment Agreement.(1)                                                                                                                                       
|           |  |                                                                                                                                                                         
|10.4       |  | Harpole Employment Agreement.(1)                                                                                                                                        
|           |  |                                                                                                                                                                         
|31.1       |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                   
|           |  |                                                                                                                                                                         
|31.2       |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                   
|           |  |                                                                                                                                                                         
|32.1       |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                   
|           |  |                                                                                                                                                                         
|32.2       |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                   
|           |  |                                                                                                                                                                         
|101.INS**  |  | XBRL Instance Document                                                                                                                                                  
|           |  |                                                                                                                                                                         
|101.SCH**  |  | XBRL Taxonomy Schema                                                                                                                                                    



28







|101.CAL** |  | XBRL Taxonomy Calculation Linkbase 
|--------- |  | -----------------------------------
|          |  |                                    
|101.DEF** |  | XBRL Taxonomy Definition Linkbase  
|          |  |                                    
|101.LAB** |  | XBRL Taxonomy Label Linkbase       
|          |  |                                    
|101.PRE** |  | XBRL Taxonomy Presentation Linkbase



In accordance with SEC Release 33-8238,
Exhibit 32.1 and 32.2 are being furnished and not filed.





(1) Incorporated by reference to the Company’s
Current Report on Form 8-K filed on September 27, 2013.

(2) Incorporated by reference to the Company’s
S-1 filed on February 27, 2012.

(3) Incorporated by reference to the Company’s
Current Report on Form 8-K filed on March 6, 2013.



* Exhibit identified as a management contract
or compensatory plan.



* * Furnished herewith. XBRL (Extensible Business Reporting
Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11
or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, and otherwise is not subject to liability under these sections.



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



| |        | Ubiquity Broadcasting Corporation     
| | ------ | --------------------------------------
| |        |                                       
| | By:    | /s/ Christopher Carmichael            
| |        | Christopher Carmichael                
| |        | Chief Executive Officer               
| |        | (Duly Authorized Officer and Principal
| |        | Executive Officer)                    
| |        |                                       
| | Dated: | April 15, 2014                        
| |        |                                       
| | By:    | /s/ Brenden Garrison                  
| |        | Brenden Garrison                      
| |        | Chief Financial Officer               
| |        | (Duly Authorized Officer and Principal
| |        | Financial and Accounting Officer)     
| |        |                                       
| | Dated: | April 15, 2014                        



Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.



|Signature                  |  | Title                                        |  | Date          
|-------------------------- |  | -------------------------------------------- |  | --------------
|                           |  |                                              |  |               
|                           |  | Chief Executive Officer and Co-Chairman of   |  | April 15, 2014
|                           |  | the Board                                    |  |               
|/s/ Christopher Carmichael |  | (principal executive officer)                |  |               
|Christopher Carmichael     |  |                                              |  |               
|                           |  |                                              |  |               
|/s/ Brenden Garrison       |  | Chief Financial Officer                      |  | April 15, 2014
|Brenden Garrison           |  | (principal financial and accounting officer) |  |               
|                           |  |                                              |  |               
|/s/ Nicholas Mitsakos      |  | Co-Chairman of the Board                     |  | April 15, 2014
|Nicholas Mitsakos          |  |                                              |  |               
|                           |  |                                              |  |               
|                           |  | Senior Executive Vice President of           |  | April 15, 2014
|                           |  | Intellectual Property and                    |  |               
|/s/ Connie Jordan          |  | Transmedia and Director                      |  |               
|Connie Jordan              |  |                                              |  |               
|                           |  |                                              |  |               
|/s/ Webb Blessley          |  | Treasurer, Secretary, and Director           |  | April 15, 2014
|Webb Blessley              |  |                                              |  |               



29