U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

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

                For the quarterly period ended January 31, 2005

    [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

               For the transition period from _______ to ________

                        COMMISSION FILE NUMBER: 001-15665


                               UC HUB GROUP, INC.
                 (Name of small business issuer in our charter)

                  NEVADA                                 88-0389393
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)               Identification No.)

   10390 COMMERCE CENTER DRIVE, SUITE 250                  91730
       RANCHO CUCAMONGA, CALIFORNIA                      (Zip Code)
  (Address of principal executive offices)

                                 (909) 945-8563
                          (Issuer's telephone number)


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

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of January 31, 2005, the
issuer had 6,188,020 shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]


<PAGE>
                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . .   2
  Item 1.  Financial Statements (Unaudited). . . . . . . . . . . . . . .   2
  Item 2.  Management's Discussion and Analysis or Plan of Operation . .   11
  Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . . .   13
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . .   14
  Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .   14
  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .   14
  Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . .   15
  Item 4.  Submission of Matters to a Vote of Security Holders . . . . .   15
  Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . .   15
  Item 6.  Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . .   15
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17


                                        1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                                     UC  HUB GROUP, INC.
                                  Consolidated Balance Sheet
                                         (Unaudited)

                                                                                  January 31,
                                                                                     2005
                                                                                 -------------
                                           ASSETS
<S>                                                                              <C>
CURRENT ASSETS
   Cash and cash equivalents                                                     $     95,243
   Accounts Receivable, net of allowance of $57,053                                   669,279
   Inventory                                                                            2,492
   Other current assets                                                                 7,125
                                                                                 -------------
Total current assets                                                                  774,139

Property and equipment, net of accumulated
   depreciation of $40,864                                                             67,795

                                                                                 -------------
Total assets                                                                     $    841,934
                                                                                 =============

                          LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued expenses                                         $  2,391,187
   Notes payable                                                                      506,635
                                                                                 -------------

      Total current liabilities                                                     2,897,822
                                                                                 -------------


Total Liabilities                                                                   2,897,822

Stockholders' deficit
   Convertible Preferred stock, 5,000,000 shares authorized, $0.001 par value
      per share; 3,063,082 shares issued and outstanding at January 31, 2005            3,063
   Common stock, .001 par value 50,000,000 shares authorized,
      6,188,020 shares issued and outstanding at January  31, 2005                      6,188
   Stock subscription receivable                                                       93,900
   Deferred compensation                                                             (149,795)
   Additional paid-in capital                                                      14,020,238
   Accumulated (deficit)                                                          (16,029,482)

      Total stockholder's deficit                                                  (2,055,888)

                                                                                 -------------
Total liabilities and stockholders' deficit                                      $    841,934
                                                                                 =============
</TABLE>

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                              UC HUB GROUP, INC.
                                        Consolidated Statement of Losses
                                                  (Unaudited)

                                                   For the Three Months Ended       For the Six Months Ended
                                                           January 31,                      January 31,
                                                     2005             2004            2005            2004
                                                ---------------  --------------  ---------------  -------------
<S>                                             <C>              <C>             <C>              <C>
Revenues                                        $      747,100   $     561,713   $    1,448,884   $  1,102,908

Cost of Sales                                          590,700         485,442        1,124,643        948,398
                                                ---------------  --------------  ---------------  -------------

Gross Profit                                           156,400          76,271          324,241        154,510

Selling, general, and administrative expenses          220,879         212,062          723,493        561,834
Sales taxes and fees                                   319,659               -          319,659              -
Acquisition costs                                            -               -           33,474
                                                ---------------  --------------  ---------------  -------------

Total operating expenses                               540,538         212,062        1,076,626        561,834
                                                ---------------  --------------  ---------------  -------------

Loss before other income and expense                  (384,138)       (135,791)        (752,385)      (407,324)

Other income (expense):
   Interest income (expense)                           (58,542)           (133)         (70,667)       (12,056)
                                                ---------------  --------------  ---------------  -------------

   Income (loss) before income taxes                  (442,680)       (135,924)        (823,052)      (419,380)

   Income tax benefit                                        -               -
                                                ---------------  --------------  ---------------  -------------

   Net Loss                                     $     (442,680)  $    (135,924)  $     (823,052)  $   (419,380)
                                                ===============  ==============  ===============  =============

NET LOSS PER COMMON SHARE
   Profit (Loss) from operations
   Loss from discontinued operations
   Net loss                                     $        (0.08)  $       (0.07)  $        (0.16)  $      (0.21)
                                                ===============  ==============  ===============  =============

PER SHARE INFORMATION -
  BASIC AND FULLY DILUTED
  Weighted average shares outstanding                5,720,545       1,987,734        5,213,239      1,987,734
                                                ===============  ==============  ===============  =============
</TABLE>

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


                                        3
<PAGE>
<TABLE>
<CAPTION>
                              UC  HUB GROUP, INC.
                      Consolidated Statements of Cash Flows
                                  (Unaudited)

                                                               Six months ended
                                                                 January  31,
                                                               2005        2004
                                                            ----------  ----------
<S>                                                         <C>         <C>
OPERATING ACTIVITIES
    Net loss                                                $(823,052)  $(419,380)
    Adjustments to reconcile net (loss) to net cash
      (used in) operating activities:
        Depreciation                                           16,503       7,514
        Acquisition costs                                      33,474
        Interest expense                                       70,667
        Allowance for bad debt                                200,757      35,000
    Changes in:
        Accounts receivable                                  (588,349)    304,797
        Inventory                                              (2,492)          -
        Other current assets                                     (425)    (11,587)
        Deposits                                                    -           -
        Accounts payable                                      904,340    (196,536)

                                                            ----------  ----------
            Net cash used in operating activities            (188,577)   (280,192)
                                                            ----------  ----------

FINANCING ACTIVITIES
            Issuance of notes payable                         108,500           -
            Proceeds of short-term borrowing                   56,000           -
            Sale of common stock for cash                           -     180,000
            Common stock subscribed for cash                   75,000     100,000
                                                            ----------  ----------
            Net cash provided by financing activities         239,500     280,000
                                                            ----------  ----------

                Net increase (decrease) in cash                50,923        (192)

CASH AT BEGINNING OF YEAR                                      44,320     130,559
                                                            ----------  ----------

CASH AT END OF YEAR                                         $  95,243   $ 130,367
                                                            ==========  ==========

SUPPLEMENTAL CASH FLOWS INFORMATION:
  Cash for paid for:
    Interest                                                $       -   $       -
                                                            ==========  ==========
    Income taxes                                            $       -   $       -
                                                            ==========  ==========

SUPPLEMENTAL DISCLOSURE OF
  NON-CASH INVESTING AND FINANCING ACTIVITIES

    Issuance of stock and warrants for asset acquisition
      and related costs assigned to property and equipment  $  37,500   $       -
                                                            ==========  ==========

    Issuance of stock and warrants for asset acquisition,
      amount charge to acquisition costs                    $  33,474   $       -
                                                            ==========  ==========

    Issuance of shares as inducement for loan               $   3,900   $       -
                                                            ==========  ==========

    Exchange of 327,970 shares of preferred stock for
      983,910 shares of common stock                        $     656   $       -
                                                            ==========  ==========

    Fair value of warrants issued with promissory note      $  17,011   $       -
                                                            ==========  ==========

    Beneficial conversion feature of convertible note       $  24,656   $       -
                                                            ==========  ==========

    Convert note payable to common stock subscribed         $  25,000   $       -
                                                            ==========  ==========

    Value of options issued to the Company's president      $ 150,000   $       -
                                                            ==========  ==========
</TABLE>


                                        4
<PAGE>
NOTE A - SUMMARY OF ACCOUNTING POLICIES

GENERAL

The  accompanying unaudited condensed financial statements have been prepared in
accordance  with  the instructions to Form 10-QSB, and therefore, do not include
all  the  information  necessary  for a fair presentation of financial position,
results  of  operations  and cash flows in conformity with accounting principles
generally  accepted  in  the  United  States  of  America  for a complete set of
financial  statements.

In  the  opinion  of management, all adjustments (consisting of normal recurring
accruals)  considered  necessary for a fair presentation have been included. The
results  from operations for the three-month and six-month periods ended January
31,  2005 are not necessarily indicative of the results that may be expected for
the  year  ended  July  31, 2005. The unaudited condensed consolidated financial
statements  should  be  read  in  conjunction  with  the July 31, 2004 financial
statements  and  footnotes  thereto  included  in  the  Company's Securities and
Exchange  Commission  Form  10-KSB.

BUSINESS AND BASIS OF PRESENTATION
----------------------------------

UC  Hub Group Inc. ("Company" or "UC Hub") was formed on February 22, 1999 under
the  laws  of  the  State  of  California.

The  consolidated  financial statements include the accounts of the Company, and
its  wholly-owned  subsidiaries,  AllCom  USA,  Inc  and eSAFE, Inc. Significant
inter-company  transactions  have  been  eliminated  in  consolidation.

UC  Hub  is  a communications software development and distribution company with
primary  interests  in  digital  communications and digitally based products and
services  necessary  to  support  the corporate vision of the "Digital City." At
January  31, 2005, we had two wholly owned subsidiaries and a software division:

-  AllCom  USA,  Inc.,  a  licensed  and web centric telecommunications services
provider  with  Wi-Fi  and  VoIP  offerings,  a  wholly  owned  subsidiary;

-  eSAFE,  Inc., a developer and distributor of bank sponsored debit and payroll
cards  and  related  services,  a  wholly  owned  subsidiary;  and

-  OurTown2,  a municipal government software application designed to manage the
interface  between  a  municipal  government and its constituents or e-citizens.

RECLASSIFICATION

Certain  reclassifications  have  been made to conform to prior periods' data to
the  current  presentation.  These  reclassifications  had no effect on reported
losses.

LIQUIDITY

As  shown  in  the accompanying financial statements, the Company incurred a net
loss of $442,680 and $135,924 during the three months ended January 31, 2005 and
2004,  respectively.  The  Company's  current  liabilities  exceeded its current
assets  by  $2,123,683  as  of  January  31,  2005  (see  Note  E).

STOCK BASED COMPENSATION

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends  SFAS  No.  123,  "Accounting  for  Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method  of  accounting  for stock-based employee compensation. In addition, this
statement  amends  the  disclosure  requirements  of  SFAS  No.  123  to require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method  used  on reported results. The Company has chosen to continue to account
for  stock-based compensation using the intrinsic value method prescribed in APB
Opinion  No.  25  and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the  Company's  stock  at  the  date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No.  148  in  its financial reports for the year ended December 31, 2002 and for
the  subsequent  periods.

For  purposes  of pro forma disclosures, the estimated fair value of the options
is  amortized  over  the  options'  vesting  period.  The  Company's  pro  forma
information  was  as  follows:


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                  Three months ended January 31,        Six months ended January 31,
                               ------------------------------------  ----------------------------------
                                     2005               2004               2005              2004
                               ----------------  ------------------  ----------------  ----------------
<S>                            <C>               <C>                 <C>               <C>
Net loss, as reported          $      (442,680)  $        (135,924)  $      (823,052)  $      (419,380)
Compensation recognized under
APB No. 25                                 205                   0               205                 0
Compensation recognized under
SFAS 123                                  (485)                  0              (485)                0
                               ----------------  ------------------  ----------------  ----------------

Pro forma net loss             $      (442,960)  $        (135,924)  $      (823,332)  $      (419,380)
                               ================  ==================  ================  ================

Pro forma loss per share       $         (0.08)  $           (0.07)  $         (0.16)  $         (0.21)
                               ================  ==================  ================  ================
</TABLE>

AMOUNT  DUE  TO  OFFICER

The  CEO  and  President of the Company continues to invest his personal capital
into  the  company  by  making loans. In addition to these loans the CEO has not
drawn  down his full salary according to his employment agreement. As of January
31,  2005,  the  Company  owes  Mr.  Wilcox  a  net  amount  of  $601,375.


ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES

Accounts  payable  and  accrued  liabilities  at January 31, 2005 consist of the
following:

<TABLE>
<CAPTION>
<S>                          <C>
Accounts Payable             1,003,992
Due to Chief Executive         601,375
Sales taxes and fees           360,387
Accrued payroll and related    210,848
Other accrued liabilities      149,447
Accrued interest                65,138
                             ---------
                             2,391,187
                             =========
</TABLE>


NOTE A - NEW ACCOUNTING PRONOUNCEMENTS

In  November  2004,  the Financial Accounting Standards Board (FASB) issued SFAS
151,  Inventory  Costs--an  amendment  of  ARB No. 43, Chapter 4. This Statement
amends  the  guidance  in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the  accounting for abnormal amounts of idle facility expense, freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5  of  ARB 43, Chapter 4,
previously  stated  that  "under some circumstances, items such as idle facility
expense,  excessive  spoilage,  double  freight,  and rehandling costs may be so
abnormal  as  to  require  treatment  as  current period charges" This Statement
requires  that those items be recognized as current-period charges regardless of
whether  they  meet  the criterion of "so abnormal." In addition, this Statement
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion  be  based  on the normal capacity of the production facilities. This
Statement  is  effective  for  inventory  costs  incurred  during  fiscal  years
beginning  after June 15, 2005. Management does not believe the adoption of this
Statement  will  have  any  immediate  material  impact  on  the  Company.

In  December  2004,  the  FASB  issued  SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152)  The  amendments made by Statement 152 This Statement amends FASB Statement
No.  66,  Accounting  for  Sales  of  Real  Estate,  to  reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided  in  AICPA  Statement  of  Position (SOP) 04-2, Accounting for Real
Estate  Time-Sharing Transactions. This Statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to  state that the guidance for (a) incidental operations and (b) costs incurred
to  sell  real  estate  projects  does  not  apply  to  real estate time-sharing
transactions.  The  accounting  for those operations and costs is subject to the
guidance  in  SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005. with earlier application encouraged.
The  Company  does  not anticipate that the implementation of this standard will
have  a material impact on its financial position, results of operations or cash
flows.

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement  of  Financial Accounting Standards No. 123 (Revised 2004),
Share-Based  Payment  ("SFAS  123R").  SFAS 123R requires that compensation cost
related  to  share-based  payment  transactions  be  recognized in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include  stock Warrants, restricted stock plans, performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R  are  effective  as  of the first interim period that begins after June 15,
2005.  Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require  the  recognition  of  compensation  cost  in  the financial statements.
Management  is  assessing  the  implications of this revised standard, which may
materially  impact  the  Company's results of operations in the third quarter of
fiscal  year  2005  and  thereafter.

On  December  16,  2004, FASB issued Statement of Financial Accounting Standards
No.  153,  Exchanges  of Nonmonetary Assets, an amendment of APB Opinion No. 29,
Accounting for Nonmonetary Transactions (" SFAS 153"). This statement amends APB
Opinion  29  to  eliminate  the  exception  for nonmonetary exchanges of similar
productive  assets  and  replaces  it  with a general exception for exchanges of
nonmonetary  assets  that do not have commercial substance. Under SFAS 153, if a
nonmonetary  exchange  of similar productive assets meets a commercial-substance
criterion  and fair value is determinable, the transaction must be accounted for
at  fair  value  resulting  in  recognition  of  any  gain  or loss. SFAS 153 is
effective  for  nonmonetary transactions in fiscal periods that begin after June
15,  2005.  The  Company  does  not  anticipate  that the implementation of this
standard  will  have  a  material  impact  on its financial position, results of
operations  or  cash  flows.


NOTE B - SEGMENT INFORMATION

The  Company  currently  operates  in  two business segments: (1) reselling long
distance  and  related  services  through  its  subsidiary  AllCom USA Inc.; (2)
telecommunications  hardware sales and installation, a segment which was entered
during  the  three  months  ended  October  31,  2004 when the Company purchased
certain  assets  of  Integrated  Communications  (See  Note  B).  Intercompany
receivables  and  payables  are subtracted from total assets and liabilities for
the  segments,  which  are  eliminated  in  consolidation  and  therefore do not
themselves  impact  consolidated  results.

<TABLE>
<CAPTION>
                                           Three months ended      Six months ended
                                               January 31,            January 31,

                                             2005       2004       2005        2004
                                          ---------  ---------  ----------  ----------
<S>                                       <C>        <C>        <C>         <C>
Sales to external customers:
  Service                                  374,421    561,713     886,883   1,102,908
  Systems                                  372,679          -     562,001           -
                                          ---------  ---------  ----------  ----------
    Total  sales to external customers     747,100    561,713   1,448,884   1,102,908
                                          =========  =========  ==========  ==========

Cost of goods sold:
  Service                                  309,491    485,442     719,762     948,398
  Systems                                  281,209          -     404,881           -
                                          ---------  ---------  ----------  ----------
    Total cost of goods sold               590,700    485,442   1,124,643     948,398
                                          =========  =========  ==========  ==========

General and administrative expenses,
Including sales taxes and fees:
  Service                                  198,979    212,062     651,759     561,834
  Systems                                   21,900          -      71,734           -
                                          ---------  ---------  ----------  ----------
    Total general and administrative       220,879    212,062     723,493     561,834
                                          =========  =========  ==========  ==========

  Sales Taxes and Fees:
  Service                                  319,659          -     319,659           -
  Systems                                        -          -           -           -
  Total sales  taxes and fees              319,659          -     319,659           -
                                          ---------  ---------  ----------  ----------

Acquisition costs:
  Service                                        -          -           -           -
  Systems                                        -          -      33,474           -
                                          ---------  ---------  ----------  ----------
    Total depreciation and amortization          -          -      33,474           -
                                          =========  =========  ==========  ==========


Capital expenditures:
  Service                                        -          -           -           -
  Systems                                        -          -      37,500           -
                                          ---------  ---------  ----------  ----------
    Total capital expenditures                   -          -      37,500           -
                                          =========  =========  ==========  ==========

Operating income (loss):
  Service                                 (453,708)  (135,791)   (804,297)   (407,324)
  Systems                                   69,570          -      51,912           -
                                          ---------  ---------  ----------  ----------
    Total operating income (loss)         (384,138)  (135,791)   (752,385)   (407,324)
                                          =========  =========  ==========  ==========

Segment assets:
  Service                                  376,527
  Systems                                  465,407          -
                                          ---------  ---------
    Total segment assets                   841,934    436,608
                                          =========  =========
</TABLE>

                                        6
<PAGE>
NOTE C - SALES TAXES AND FEES

During  the  three  months  ended  January 31, 2005, the Company determined that
there  is  a  liability for sales taxes and fees collected on telephone services
sold. At January 31, 2005, the Company estimates the amount of this liability to
be approximately $319,659. There may be additional penalties which will apply to
this  amount.  $319,659  has  been charged to operations during the three months
ended  January  31,  2005.

NOTE D - CHANGES IN PRIOR PERIOD REVENUE CUTOFF

During  the  three  months ended January 31, 2005, the Company became aware of a
cutoff error in the accounting for revenue and related cost of sales between the
three  months  ended October 31, 2003 and the three months ended March 31, 2004.
This  error  resulted  in  overstating  revenue  and cost of sales for the three
months ended October 31, 2003 by $291,688 and $235,911, respectively; this error
also  resulted  in  understating  revenue and cost of sales for the three months
ended  January


                                        7
<PAGE>
31,  2004 by the same amounts, or $291,688 and $235,911, respectively. There was
no  cumulative  effect  to  income  due  to  this  error.

The  net  effects  of  this  adjustment for the periods effected are as follows:

<TABLE>
<CAPTION>
                                    As originally
                                       stated
                                      3 months      Adjustment    Adjustment                 Restated
                                       ended           for         for sales    Total         3 m/e
                                     1/31/2004     Sales Cutoff   taxes/fees    Adjust      1/31/2004
                                    ------------------------------------------------------------------
<S>                                 <C>            <C>           <C>          <C>         <C>
Revenues inc (decrease)                  912,051      (291,688)     (58,650)   (350,338)      561,713
Cost of Sales inc (decrease)             722,236      (235,911)        (883)   (236,794)      485,442

  Net Loss inc (decrease)                (22,380)      (55,777)     (57,767)   (113,544)     (135,924)
Net loss per common share,
  basic and diluted inc (decrease)  $      (0.01)    $   (0.03)  $    (0.03)  $   (0.06)  $     (0.07)


                                    As originally
                                       stated
                                      6 months      Adjustment    Adjustment                 Restated
                                       ended           for         for sales    Total         6 m/e
                                     1/31/2004     Sales Cutoff   taxes/fees    Adjust      1/31/2004
                                    ------------------------------------------------------------------
Revenues inc (decrease)                1,228,290             -     (125,382)    (125,382)   1,102,908
Cost of Sales inc (decrease)             965,384             -      (16,986)     (16,986)     948,398

  Net Loss inc (decrease)               (310,984)            -     (108,396)    (108,396)    (419,380)
Net loss per common share,
  basic and diluted inc (decrease)       $ (0.16)                $    (0.06)  $    (0.06)  $     0.21
</TABLE>


                                        8
<PAGE>
NOTE E - NOTES PAYABLE

In  December  2004,  we  issued  a  note  payable  in  the amount of $50,000. As
incentive  for  making this loan to the Company we also provided the lender with
15,000 shares of restricted stock with a value of $3,900. This amount is charged
to  interest  expense  and  credited to common stock subscribed during the three
months  ended  January  31,  2005.

NOTE F - CAPITAL STOCK

ETI transaction and preferred stock exchanged for common stock
--------------------------------------------------------------

On  March  5,  2004,  the  Company  entered into an Agreement and Plan of Merger
('Agreement")  with  Expertise  Technology  Innovation,  Inc("ETI")  an inactive
publicly  registered shell corporation with no significant assets or operations.
In accordance with SFAS No. 141, the Company was the acquiring entity. While the
transaction  is  accounted  for  using  the  purchase  method  of accounting, in
substance the Agreement is a recapitalization of the Company's capital structure

For  accounting  purposes,  the  Company  has accounted for the transaction as a
reverse  acquisition  and  the  Company shall be the surviving entity. The total
purchase price was the fair value of the shares held by the ETI shareholders, or
$865,164.  This  amount was charged to operations during the twelve months ended
July  31,  2004. The Company did not recognize goodwill or any intangible assets
in  connection  with  the  transaction.

Effective with the Agreement, all previously outstanding common stock, preferred
stock,  options  and warrants owned by the Company's shareholders were exchanged
for  an  aggregate of 4,269,844 shares of ETI's convertible preferred stock (the
"ETI Preferred Stock"). The value of the ETI Preferred Stock that was issued was
the  historical  cost  of  the  ETI's  net tangible assets, which did not differ
materially  from their fair value. In addition, holders of the Company's options
and  warrants  to  acquire  common  stock exchanged their options for options to
acquire  the ETI's common stock. The ETI Preferred Stock was exchangeable at the
option  of  the  stockholder  into shares of ETI Common Stock at the rate of one
share  of  ETI Preferred Stock for three shares of common stock. The exchange of
ETI  Preferred  Stock to common stock was restricted to one-twelfth of the total
number  of shares held by each shareholder per month, beginning in January 2004.
During  the three months ended January 31, 2004, 327,970 shares of ETI Preferred
Stock  were exchanged for 983,910 shares of common stock. At January 31, 2004, a
cumulative  total  of 1,206,762 shares of ETI Preferred Stock had been exchanged
for  3,620,286  shares  of  common  stock, and 3,063,082 shares of ETI Preferred
Stock  exchangeable  for  9,189,246 shares of common stock remained outstanding.

Common Stock Subscribed
-----------------------

In  December  2004,  a  note  payable previously issued in the amount of $25,000
converted  to  common  stock at 50% of the market price, or $0.15. We calculated
the  intrinsic  value  of  the  beneficial  conversion feature of the note to be
$24,656,  and  charged  that  amount to operations during the three months ended
January  31,  2005. The amount of $25,000 is shown as Common Stock Subscribed in
the  accompanying  financial  statements  for the period ended January 31, 2005.

Stock Options
-------------

In  January  2005,  the  Company's  Chief  Executive Officer received options to
purchase  1,500,000  shares  of  the  Company's stock at a price of $0.16. These
options vest over a three-year period, and have a term of ten years. The 946,875
options  previously  held  by  the  Chief  Executive Officer were cancelled. The
Company  valued  the  options  at  $150,000  and charged this amount to deferred
compensation during the three months ended January 31, 2005. This amount will be
amortized  over  the  vesting  period  of  the options, or 3 years. During the 3
months  ended  January  31,  2005,  the  Company  amortized  the amount of $205.


                                        9
<PAGE>
NOTE G - GOING CONCERN

The  accompanying  financial  statements  have  been prepared on a going concern
basis,  which  contemplates  the  realization  of assets and the satisfaction of
liabilities  in  the  normal  course  of  business. As shown in the accompanying
financial  statements,  the Company incurred a net loss of $442,680 and $135,924
during  the  three  months  ended  January  31, 2005 and 2004, respectively. The
Company's  current  liabilities  exceeded its current assets by $2,123,683 as of
January  31, 2005. These factors among others may indicate that the Company will
be  unable  to  continue  as  a  going  concern for a reasonable period of time.

The  Company's  existence  is  dependent  upon  management's  ability to develop
profitable  operations.  The  accompanying  statements  do  not  include  any
adjustments  that  might  result  should  the Company be unable to continue as a
going  concern.

In  order  to  improve  the  Company's  liquidity,  the  Company's management is
actively pursing additional equity financing through discussions with investment
bankers  and  private  investors.  There can be no assurance the Company will be
successful  in  its  effort  to  secure  additional  equity  financing.


                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING INFORMATION

Much of the discussion in this Item is "forward looking" as that term is used in
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934. Actual operations and results may materially differ from present plans
and projections due to changes in economic conditions, new business
opportunities, changed business conditions, and other developments. Other
factors that could cause results to differ materially are described in our
filings with the Securities and Exchange Commission.

The following are factors that could cause actual results or events to differ
materially from those anticipated, and include, but are not limited to general
economic, financial and business conditions, changes in and compliance with
governmental laws and regulations, including various state and federal
environmental regulations, our ability to obtain additional financing from
outside investors and/or bank and mezzanine lenders; and our ability to generate
sufficient revenues to cover operating losses and position us to achieve
positive cash flow.

Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. We believe
the information contained in this Form 10-QSB to be accurate as of the date
hereof. Changes may occur after that date. We will not update that information
except as required by law in the normal course of our public disclosure
practices.

Additionally, the following discussion regarding our financial condition and
results of operations should be read in conjunction with the financial
statements and related notes contained in Item 1 of Part I of this Form 10-QSB,
as well as the financial statements in Item 7 of Part II of our Form 10-KSB for
the fiscal year ended July 31, 2004.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements requires our management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and revenue and expenses
during the applicable period. Future events and their effects cannot be
determined with certainty; therefore, the determination of estimates requires
the exercise of judgment. Actual results inevitably will differ from those
estimates, and such differences may be material to our financial statements. Our
management continually evaluates its estimates and assumptions, which are based
on historical experience and other factors that we believe to be reasonable
under the circumstances. These estimates and our actual results are subject to
known and unknown risks and uncertainties. There have been no material changes
in our critical accounting estimates or our application of these estimates in
2005.

COMPARISON OF THE THREE MONTHS ENDED JANUARY 31, 2005 TO THE THREE MONTHS ENDED
JANUARY 31, 2004

REVENUE. Our total revenue was $747,100 for the three month period ended January
31, 2005, an increase of $185,387 or approximately 33 percent compared to
$561,713 for the three month period ended January 31, 2004. Our wholly owned
subsidiary, AllCom USA, Inc., continued implementing the AllCom Systems in this
quarter and its sales and servicing efforts produced an increase in our total
revenue. AllCom Systems offers VoIP, Wi-Fi, engineering, cabling and telephone
systems to businesses and Digital Cities. We believe that having the flexibility
and engineering capability in this very competitive communications marketplace
will accelerate our market penetration and assist us in our overall Digital City
vision.

GROSS PROFIT. Our gross profit was $156,400 or approximately 21 percent of sales
for the three months ended January 31, 2005, compared to a gross profit of
$76,271 or approximately 14 percent of sales for the three months ended January
31, 2004. The increase in gross profit as a percent of sales and the increase in
gross profit in dollars during the period both resulted from the increase in
sales from AllCom and the elimination of marginal business, and improved results
from ongoing business of the unit.

COSTS AND EXPENSES. Selling, general and administrative ("SG&A") expenses for
the three-month period ended January 31, 2005 were $220,879, an increase of
$8,817or approximately 4 percent compared to SG&A expenses of $212,062 during
the three month period ended January 31, 2004. The decrease is attributable to
the inclusion of the Costs and expenses of AllCom Systems offset by head office
cost reductions.

SALES TAXES AND FEES. During the three months ended January 31, 2005, the
Company determined that there is a liability for sales taxes and fees collected
on telephone services sold. At January 31, 2005, the Company estimates the
amount of this liability to be approximately $319,659. There may be additional
penalties which will apply to this amount. $319,659 has been charged to
operations during the three months ended January 31, 2005.

INTEREST EXPENSE. We incurred interest expense of $58,542 during the three
months ended January 31, 2005 versus $133 during the three


                                       11
<PAGE>
months ended January 31, 2004, which is an increase of $58,409. The increase is
a result of the amortization of the discounts on notes payable resulting from
beneficial conversion features and warrants offered as an inducement to the
lender. The increase is also a result of an increase in the amount of debt
outstanding during the three months ended January 31, 2005.

NET LOSS. For the above reasons, our net loss for the three months ended January
31, 2005 was $442,680, an increase of $306,756 or approximately 226 percent
compared to a net loss of $135,924 for the three months ended January 31, 2004.

Our net loss per common share (basic and diluted) was $0.08 for the three months
January 31, 2005 compared to a net loss per common share of $0.07 for the three
months ended January 31, 2004.

The weighted average number of outstanding shares was 5,720,545 and 1,987,734
for the three months ended January 31, 2005 and 2004, respectively.

COMPARISON OF THE SIX MONTHS ENDED JANUARY 31, 2005 TO THE SIX MONTHS ENDED
JANUARY 31, 2004

REVENUE. Our total revenue was $1,448,884 for the six-month period ended January
31, 2005, an increase of $345,976 or approximately 31 percent compared to
$1,102,908 for the six months ended January 31, 2004. Our wholly owned
subsidiary, AllCom USA, Inc., began implementing the AllCom Systems in this half
year and its sales and servicing efforts produced an increase in our total
revenue. AllCom Systems offers VoIP, Wi-Fi, engineering, cabling and telephone
systems to businesses and Digital Cities. We believe that having the flexibility
and engineering capability in this very competitive communications marketplace
will accelerate our market penetration and assist us in our overall Digital City
vision.

GROSS PROFIT. Our gross profit was $324,238 or approximately 22 percent of sales
for the six months ended January 31, 2005, compared to a gross profit of
$154,510 or approximately 14 percent of sales for the six months ended January
31, 2004. The increase in both gross profit as a percent of sales and in gross
profit in dollars during the period resulted from the increase in sales from
AllCom and the elimination of marginal business, and improved results from
ongoing business of the unit.

COSTS AND EXPENSES. Selling, general and administrative ("SG&A") expenses for
the six month period ended January 31, 2005 were $723,493, an increase of
$161,659 or approximately 29 percent compared to SG&A expenses of $561,834
during the six month period ended January 31, 2004. The increase is attributable
to the inclusion of the Costs and expenses of AllCom Systems, a reserve for bad
debts of $200,757, together partially offset by head office cost reductions.

ACQUISITION COSTS. Acquisition costs were $33,474 during the six months ended
January 31, 2005 due to acquiring some of the assets of Integrated
Communications for our AllCom Systems division. There were no acquisition costs
during the comparable period of the prior year.

SALES TAXES AND FEES. During the six months ended January 31, 2005, the Company
determined that there is a liability for sales taxes and fees collected on
telephone services sold. At January 31, 2005, the Company estimates the amount
of this liability to be approximately $319,659. There may be additional
penalties which will apply to this amount. $319,659 has been charged to
operations during the six months ended January 31, 2005.

INTEREST EXPENSE. We incurred interest expense of $70,667 during the six months
ended January 31, 2005 compared to $12,056 during the six months ended January
31, 2004, which is an increase of $58,409. The increase is a result of the
amortization of the discounts on notes payable resulting from beneficial
conversion features and warrants offered as an inducement to the lender. The
increase is also a result of a large amount of debt outstanding during the six
months ended January 31, 2005.

NET LOSS. For the above reasons, our net loss for the six months ended January
31, 2005 was $823,052, an increase of $403,672 or approximately 96 percent
compared to a net loss of $419,380 for the six months ended January 31, 2004.

Our net loss per common share (basic and diluted) was $0.16 for the six months
ended January 31, 2005 compared to a net loss per common share of $0.21 for the
six months ended January 31, 2004.

The weighted average number of outstanding shares was 5,213,239 and 1,987,734
for the three months ended January 31, 2005 and 2004, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2005, we had a working capital deficit of $2,123,683. We used
cash in operating activities of $188,577 during the six month period ended
January 31, 2005. The cash used in operating activities is largely attributable
to our net loss of $823,052 adjusted for bad debt expense of $200,757 and
changes in the components of working capital amounting to a source of cash of
$313,074.

We met our cash requirements during the period through proceeds from the
issuance of notes payable for cash of $108,500, short term borrowing of $56,000,
and the sale of our common stock in the amount of $75,000.

While we have raised capital to meet our working capital and financing needs in
the past, additional financing is required in order to meet our current and
projected cash flow deficits from operations and development. We are seeking
financing in the form of equity in order to provide the necessary working
capital. We currently have no commitments for financing. There is no guarantee
that we will be successful in raising the funds required.


                                       12
<PAGE>
By adjusting our operations and development to the level of capitalization, we
believe we have sufficient capital resources to meet projected cash flow
deficits through the next 12 months. However, if thereafter we are not
successful in generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could have a
material adverse effect on our business, results of operations, liquidity and
financial condition. Our net loss for the six months ended January 31, 2005 was
$823,052, an increase of $403,672 or approximately 96 percent compared to a net
loss of $419,380 for the six months ended January 31, 2004. The increased loss
is largely the result of the reserve for bad debts of $200,757 and the $319,659
charge taken for sales taxes and fees, partially offset by the contributions of
AllCom Systems and the cost reduction exercise.

The effect of inflation on our revenue and operating results was not
significant. Our operations are located in North America and there are no
seasonal aspects that would have a material effect on our financial condition or
results of operations.

Our independent certified public accountants have stated in their report
included in our July 31, 2004 Form 10-KSB, that we have incurred operating
losses in the last two years, and that we are dependent upon management's
ability to develop profitable operations. These factors among others may raise
substantial doubt about our ability to continue as a going concern.

RECENT DEVELOPMENTS

eSAFE is in the final rounds of completing the legal agreement between First
Federal Bank whereby they will be the issuer of a MasterCard flagged product for
eSAFE.

eSAFE has hired three additional people to assist in the training and roll out
of the cash card program. This program has begun with PowerFuel in Houston Texas
and Independent Sales Organizations in Hawaii.

eSAFE has also signed a preliminary agreement with the National Indoor Football
League to assist on a combination of software and loyalty membership basis.

UC Hub has signed an interim binding Memorandum of Understanding with Source to
utilize exclusively the Digital City Loyalty Program.

AllCom has signed a master sales agreement with the Canadian firm, PRESINET and
has begun training on the bandwidth management and security systems that have
elaborate management reporting capability.

OT2, our municipal government division, has interest from three new cities to
buy the software package to run their respective cities. These cities will now
begin a 30 day pilot program which may expand.

OT2 has begun its direct mail campaign with Tier II and Tier III Cities and is
receiving a positive market response to the mail piece.

AllCom Systems has completed the majority of the engineering and communications
system installations in St. Mary's Health Network located in Reno, Nevada.

AllCom Systems is planning to expand it's operations from Nevada to Southern
California by mid year, whereby ALLCOM should see an increase in revenue and
residual service costs.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.

Evaluation of Disclosure and Controls and Procedures. As of the end of the
period covered by this Quarterly Report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

Changes in Internal Controls Over Financial Reporting. There was no change in
our internal controls, which are included within disclosure controls and
procedures, during our most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
controls.


                                       13
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

In the ordinary course of business, we may be involved in legal proceedings from
time to time. Although occasional adverse decisions or settlements may occur, we
believe that the final disposition of such matters will not have material
adverse effect on our financial position, results of operations or liquidity. We
will seek to minimize disputes with our customers but recognize the
inevitability of legal action in today's business environment as an unfortunate
price of conducting business.

On May, 25, 2004, in Cause No. 04-0553, at the American Arbitration Association
located in Denver, Colorado, we reached a favorable settlement of the litigation
with Qwest Communications, Inc. and the disposition of the claimed $1,070,000
obligation to Qwest. This settlement required us to pay a $50,000 settlement
fee, which has been paid. We recorded a gain of $1,022,238 on legal settlement
as a result of this ruling during the 12 months ended July 31, 2004. As part of
the same settlement, our wholly owned subsidiary, AllCom USA, agreed to pay
Qwest the sum of $130,477.17 representing previously incurred debt pursuant to a
promissory note which was due on November 24, 2004. Although we have not paid
the AllCom note, Qwest has agreed verbally to extend the terms of the AllCom
note for a period of up to 180 days. As of the date of this report, we have
verbally agreed with Qwest to pay the note over the next three months by making
payments in March, April and May of 2005. As of the date of this report, we have
made the first payment. The amount of each payment is at our discretion, as long
as the note is repaid in full by the end of May of 2005.




ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended January 31, 2005, 983,910 shares of our common
stock were issued in exchange for 327,970 shares of our preferred stock in
connection with the Agreement and Plan of Merger dated May 28, 2003, whereby New
ETI, Inc., a California corporation, and a wholly owned subsidiary of Expertise
Technology Innovation, Inc., merged with and into United Communications Hub,
Inc., a California corporation, with United Communications Hub continuing as the
surviving corporation and as our wholly owned subsidiary.

In December 2004, a note payable previously issued in the amount of $25,000
converted to common stock at 50% of the market price, or $0.15. We calculated
the intrinsic value of the beneficial conversion feature of the note to be
$24,656, and charged that amount to operations during the three months ended
January 31, 2005. The amount of $25,000 is shown as Common Stock Subscribed in
the accompanying financial statements for the period ended January 31, 2005.

In December 2004, we issued our note payable in the amount of $50,000. As an
incentive for making this loan to the Company we also provided the lender with
15,000 shares of restricted stock with a value of $3,900. This amount is charged
to interest expense and to common stock subscribed during the period ended
January 31, 2005.

The issuance of all shares of our common stock was pursuant to the exemption
from registration provided by Section 4(2) of the Securities Act and related
state private offering exemptions. All of the investors took their shares for
investment purposes without a view to distribution and had access to information
concerning UC Hub Group and our business prospects, as required by the
Securities Act.

In addition, there was no general solicitation or advertising for the purchase
of our shares. Our securities were sold only to persons with whom we had a
direct personal preexisting relationship, and after a thorough discussion.
Further, our securities were sold to less than 35 Non-Accredited Investors. All
certificates for our shares contained a restrictive legend. Finally, our stock
transfer agent has been instructed not to transfer any of such shares, unless
such shares are registered for resale or there is an exemption with respect to
their transfer.

(c) The following table provides information about purchases by us and our
affiliated purchasers during the quarter ended January 31, 2005 of equity
securities that are registered by us pursuant to Section 12 of the Securities
Exchange Act of 1934:

<TABLE>
<CAPTION>
                                         ISSUER PURCHASES OF EQUITY SECURITIES
Period            (a)               (b)                    (c)                                   (d)
            Total Number of    Average Price     Total Number of Shares (or     Maximum Number (or Approximate Dollar
           Shares (or Units)   Paid per Share   Units) Purchased as Part of   Value) of Shares (or Units) that May Yet
              Purchased)         (or Unit)      Publicly Announced Plans or   Be Purchased Under the Plans or Programs
                                                        Programs (1)                             (1)
<S>        <C>                <C>               <C>                           <C>
08/01/04-                  0  $              0                             0                                         0
08/31/04
09/01/04-                  0  $              0                             0                                         0
09/30/04
10/01/04-                  0  $              0                             0                                         0
10/31/04
</TABLE>

(1)  We have not entered into any plans or programs under which we may
     repurchase our common stock.


                                       14
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

On November 19, 2004, an "E" was appended to our trading symbol due to our
failure to timely file our Annual Report on Form 10-KSB for the period ended
July 31, 2004. On January 12, 2004, we filed our Annual Report on Form 10-KSB
for the period ended July 31, 2004 with the SEC. Effective January 24, 2005, the
"E" was removed from our trading symbol.

ITEM 6. EXHIBITS

(a) Exhibits.

<TABLE>
<CAPTION>
EXHIBIT                                          IDENTIFICATION OF EXHIBIT
  NO.
<S>      <C>
2.1*     Agreement and Plan of Merger, dated March 23, 2003 and incorporated by reference from the Company's
         Form 8-K, filed with the SEC on March 9, 2003.
2.2*     Amendment to the Agreement and Plan of Merger dated January 12, 2004 and incorporated by reference
         from the Company's Form 8-K, filed with the SEC on March 9, 2004.
2.3*     Second Amendment to the Agreement and Plan of Merger, dated January 21, 2004 and incorporated by
         reference from the Company's Form 8-K, filed with the SEC on March 9, 2004.
3.1*     Articles of Incorporation of Make It Happen Management, filed with the Nevada Secretary of State on
         March 23, 1998 and incorporated by reference from the Company's Form 10SB12B, filed with the SEC
         on February 4, 2000.
3.2*     Certificate of Amendment to the Articles of Incorporation, filed on June 13, 2000, changing the corporate
         name from Make It Happen Management to "E-Channels, Inc.," incorporated by reference from the
         Company's Form 10-KSB/A, filed with the SEC on April 10, 2001.
3.3*     Certificate of Amendment to the Articles of Incorporation, filed on April 25, 2003, changing the corporate
         name from "E-Channels, Inc." to "Expertise Technology Innovation, Inc." and increasing authorized
         stock, incorporated by reference from the Company's Form 10-KSB, filed with the SEC on April 17,
         2003.


                                       15
<PAGE>
3.4*     Certificate of Amendment to the Articles of Incorporation, filed on January 16, 2004, increasing
         authorized stock, incorporated by reference from the Company's Form 10-KSB, filed with the SEC on
         February 5, 2004.
3.5*     Certificate of Designation designating 4,250,000 shares as Series A preferred stock, filed on January 30,
         2004.
3.6*     Certificate of Amendment to the Articles of Incorporation, filed on June 2, 2004, changing corporate
         name from "Expertise Technology Innovation, Inc." to "UC HUB Group, Inc.", filed with the
         registrant's Form 10-KSB on January 12, 2005.
3.7*     Bylaws, incorporated by reference from the Company's Form 10SB12B, filed with the SEC on February
         4, 2000.
10.1**   Employment Agreement dated as of February 1, 2002 with Larry Wilcox.
10.2*    Employment Agreement dated as of June 1, 2004 with Alice Kong, filed with the registrant's
         Form 10-KSB on January 12, 2005.
10.3*    Employment Agreement dated as of February 1, 2003 with John Cheney, filed with the registrant's
         Form 10-KSB on January 12, 2005.
10.4*    Standard Office Lease dated November 27, 2001, by and between Arden Realty Limited Partnership and
         AllCom USA, Inc., filed with the registrant's Form 10-KSB on January 12, 2005.
10.5*    Amendment to the Standard Office Lease, dated May 22, 2002, filed with the registrant's Form 10-KSB
         on January 12, 2005.
10.6*    UC HUB Group, Inc. 2003 Stock Plan, filed with the registrant's Form 10-KSB on January 12, 2005.
10.7*    Form of Assignment of intellectual property, dated March 14, 2002, filed with the registrant's
         Form 10-KSB on January 12, 2005.
10.8*    Promissory Note in the principal amount of $35,000.00, dated April 4, 2002 in favor of Buck
         Kumphausen, filed with the registrant's Form 10-KSB on January 12, 2005.
10.9*    Promissory Note in the principal amount of $75,000.00, dated April 5, 2004 in favor of Alice Kong,
         filed with the registrant's Form 10-KSB on January 12, 2005.
10.10**  Promissory Note in the principal amount of $65,000.00, dated August 2, 2004 in favor of Keith Webb
         and John Arnone, filed with the registrant's Form 10-KSB on January 12, 2005 and refilled herewith
         to correct a mistake.
10.11*   Promissory Note in the principal amount of $25,000.00, dated September 17, 2004 in favor of William A.
         Mueller, filed with the registrant's Form 10-KSB on January 12, 2005.
10.12*   Promissory Note in the principal amount of $50,000.00, dated October 9, 2004 in favor of Bonnie K.
         Farnsworth, filed with the registrant's Form 10-KSB on January 12, 2005.
10.13*   Promissory Note in the principal amount of $50,000.00, dated December 30, 2004 in favor of Bonnie
         Farnsworth, filed with the registrant's Form 10-KSB on January 12, 2005.
10.14*   Binding Deal Memorandum between UC Hub Group, Inc. and eCelerity, dated May 20, 2004, filed with the
         registrant's Form 10-KSB on January 12, 2005.
10.15*   Deal Memorandum between National Merchant Center and eSAFE, Inc., dated October 15, 2004, filed with
         the registrant's Form 10-KSB on January 12, 2005.
10.16*   Binding Deal Memorandum between UC Hub Group, Inc. and Integrated Communications, dated August
         12, 2004, effective as of August 21, 2004, filed with the registrant's Form 10-KSB on
         January 12, 2005.
10.17*   Negotiable Promissory Note and Agreement dated June 2004, between United Communications Hub, Inc.
         and Qwest Communications Corporation in the amount of $50,000 due December 31, 2004, filed with the
         registrant's Form 10-KSB on January 12, 2005.
10.18**  Negotiable Promissory Note and Agreement dated June 2004, between AllCom USA, Inc. and Qwest
         Communications Corporation in the amount of $130,477.17 due November 24, 2004.
10.19**  Promissory Note in the principal amount of $25,000.00, dated November 1, 2004 in favor of Stephen F.
         Owens.
14*      Code of Ethics, file d with the registrant's Form 10-KSB on January 12, 2005.
31.1**   Certification of Larry Wilcox, Chief Executive Officer and Chief Financial Officer of UC Hub Group, Inc.,
         pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
32.1**   Certification of Larry Wilcox, Chief Executive Officer and Chief Financial Officer of UC Hub Group, Inc.,
         pursuant to 18 U.S.C Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

* Previously Filed ** Filed Herewith


                                       16
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on our behalf by the undersigned, thereunto duly
authorized.

DATED  MARCH 25, 2005.

                               UC HUB GROUP, INC.



                         By  /s/ Larry Wilcox
                           ----------------------------------------
                             Larry Wilcox,
                             Chief Executive Officer and Chief Financial Officer


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