**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**





**Washington,
      D.C. 20549**









**FORM
      10 - QSB**







[mark
      one]





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934





**For
                the quarterly period ended: October 31, 2007**





o
            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.**


(Exact
      name of registrant as specified in its charter)





Nevada
            88-0389393(State
                or other jurisdiction of
              incorporation
                or organization)
            (IRS
                Employer
              Identification
                Number)





**285
      East Warm Springs Road, Suite 105, Las Vegas, NV 89119**


*(Address
      of principal executive offices including zip code)*





**(888)
      883-5893**


( *Registrant’s
      telephone number, including area code)*





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 o





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


Yes o No x





Number
      of
      shares outstanding of the issuer’s common stock as of the latest practicable
      date: 27,569,674 shares of common stock, $.001 par value per share, as of
      December 10, 2007.





Transitional
      Small Business Disclosure Format (check one): Yes o No x





**UC
      HUB Group, Inc.**





Index





Page**PART
                I. FINANCIAL INFORMATION**Item
                1.
            Financial
                StatementsConsolidated
                Balance Sheet as of October 31, 2007 (unaudited)
            3Consolidated
                Statement of Operations for the three months ended October 31, 2007
                and
                2006 (unaudited)
            4Consolidated
                Statements of Cash Flows for the three months ended October 31, 2007
                and
                2006 (unaudited)
            5Notes
                to Consolidated Financial Statements (unaudited)
            6Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            14Item
                3.
            Controls
                and Procedures
            18**PART
                II. OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            19Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            19Item
                3.
            Defaults
                Upon Senior Securities
            19Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            20Item
                5.
            Other
                Information
            20Item
                6.
            Exhibits
            20




2




**UC
      HUB Group & Subsidiaries, Inc.**


**Consolidated
      Balance Sheet**


**for
      the Quarter Ended October 31,**





2007
            
            2006ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            -
            
            $
            300Accounts
                Receivable, net of allowance
            
            $
            -
            
            
            323,543Other
                current assets
            
            
            52,936
            
            
            62,106Total
                current assets
            
            $
            52,936
            
            $
            385,949Property
                and equipment, net of accumulated depreciation of $59,005
            
            
            19,588
            
            
            28,658Licenses
                an Software
            
            
            172,000Marketable
                Securities (Investment PSPP)
            
            
            171,682Total
                assets
            
            
            416,206
            
            
            414,607LIABILITIES
                AND STOCKHOLDERS' (DEFICIT)CURRENT
                LIABILITIESAccounts
                payable
            
            
            156,363
            
            
            1,042,502Accrued
                Officer Salary
            
            
            349,282Notes
                payable
            
            
            529
            
            
            342,132Total
                current liabilities
            
            
            506,174
            
            
            1,384,634Convertible
                Debenture
            
            
            918,000Long
                term payables
            
            
            395,500
            
            
            354,965Total
                Liabilities
            
            
            1,819,674
            
            
            1,739,599Stockholders'
                (deficit)Convertible
                Preferred stock, 10,000,000 shares authorized, .001 par value per
                share;
                4,821,952 shares issued and outstanding at July 31, 2006
            
            
            4,307
            
            
            2,704Common
                stock, .001 par value 50,000,000 shares authorized, 25,130,753 shares
                issued and outstanding at July 31, 2006
            
            
            27,695
            
            
            25,131Stock
                subscription receivable
            
            
            -
            
            
            18,900Additional
                paid-in capital
            
            
            15,981,183
            
            
            15,910,838Additional
                paid-in capital - Equity Investment in PSPP Holdings
            
            
            171,682Accumulated
                (deficit)
            
            
            (17,588,335
            )
            
            (17,135,993
            )Deferred
                Compensation
            
            
            -
            
            
            (146,137
            )Common
                Stock Issued in Advance
            
            
            -
            
            
            (435
            )Total
                stockholder's (deficit)
            
            
            (1,403,468
            )
            
            (1,324,992
            )Total
                liabilities and stockholders' (deficit)
            
            
            416,206
            
            
            414,607




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





3




**UC
      HUB Group & Subsidiaries, Inc.**


**Consolidated
      Statement of Losses**


**for
      the Quarter Ended October 31,**





2007
            
            2006Revenues
            
            $
            0
            
            $
            0Cost
                of Sales
            
            $
            0
            
            $
            0Gross
                Profit
            
            $
            0
            
            $
            0Selling,
                general, and administrative expenses
            
            $
            75,241
            
            $
            172,882Total
                operating expenses
            
            $
            75,241
            
            $
            172,882Loss
                before other income and expense
            
            $
            -75,241
            
            $
            -172,882Income
                (loss) before income taxes
            
            $
            -75,241
            
            $
            -172,882Income
                tax benefit
            
            $
            0
            
            $
            0Net
                Loss
            
            $
            -75,241
            
            $
            -172,882NET
                LOSS PER COMMON SHAREProfit
                (Loss) from operationsLoss
                from discontinued operationsNet
                loss
            
            $
            0
            
            $
            0PER
              SHARE INFORMATION - BASIC AND FULLY DILUTEDWeighted
                average shares outstanding
            
            $
            26,915,314
            
            $
            25,130,753




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


4





**UC
      HUB Group & Subsidiaries, Inc.**


**Consolidated
      Statements of Cash Flows**


**for
      the Quarter Ended October 31,**





2007
            
            2006OPERATING
                ACTIVITIESNet
                (loss)
            
            $
            (75,241
            )
            $
            (172,882
            )Adjustments
                to reconcile net (loss) to net cash (used in) operating
                activities:Changes
                in:Accounts
                receivable
            
            
            
            
            
            20,652Other
                current assets
            
            
            
            
            
            881,989Loans
                Payable
            
            
            530Accounts
                payable
            
            
            
            
            
            (873,252
            )Loans
                Receivable
            
            
            74,110Net
                cash (used in) operating activities
            
            
            (601
            )
            
            (143,493
            )INVESTING
                ACTIVITIESAcquisition
                of property and equipmentNet
                cash (used in) investing activities
            
            
            -
            
            
            -FINANCING
                ACTIVITIESProceeds
                from Equity Investment in PSPP HoldingsNet
                cash provided by financing activities
            
            
            -
            
            
            -Net
                increase (decrease) in cash
            
            
            (601
            )
            
            (143,493
            )CASH
                AT BEGINNING OF QUARTER
            
            
            601
            
            
            143,793CASH
                AT END OF QUARTER
            
            $
            -
            
            $
            300




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


5




**UC
      HUB GROUP, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE MONTHS ENDED OCTOBER 31, 2007 AND 2006**


**(UNAUDITED)**





**Note
      1 — Basis of Presentation**





The
      unaudited consolidated financial statements have been prepared by UC HUB Group,
      Inc., Inc. (the “Registrant”), in accordance with generally accepted accounting
      principles for interim financial information and with the instructions for
      Form
      10-QSB and Regulation S-B as promulgated by the Securities and Exchange
      Commission (“SEC”). Accordingly, these consolidated financial statements do not
      include all of the disclosures required by accounting principles generally
      accepted in the United States of America for complete financial statements.
      These unaudited interim consolidated financial statements should be read in
      conjunction with the audited consolidated financial statements and the notes
      thereto for the year ended July 31, 2007 included in the Registrant’s Form
      10K-SB for the year ended July 31, 2007. In the opinion of management, the
      unaudited interim consolidated financial statements furnished herein include
      all
      adjustments, all of which are of a normal recurring nature, necessary for a
      fair
      statement of the results for the interim period presented. The results of the
      three months ended October 31, 2007 are not necessarily indicative of the
      results to be expected for the full year ending July 31, 2008.





**Note
      2** **—** **Organization
      and Summary of Significant Accounting Policies**





**Organization**





UC
      Hub
      Group Inc. (the "Registrant" or "UC HUB") (Previously E Channels Corp,
      previously: Expertise Technology Innovation Inc., previously: Make It Happen
      Management) was incorporated in the state of Nevada as on March 23, 1998.





In
      March
      2004 the Registrant did a revere merger with United Communications Hub, Inc.
      (“UCH”) a California Corporation, which resulted in a change of control of the
      Registrant. The Registrant then changed its name to UC HUB Group,
      Inc.





In
      July
      2004, the Registrant acquired the assets and intellectual properties of Govt.com
      and created an operating division to write, re-work and market municipal
      government software under the name OurTown2.





In
      September 2005 the company sold substantially all the assets of AllCom USA
      (a
      subsidiary of UCH at the time of the merger).





In
      May
      2006 the Registrant formed a new subsidiary Three, Inc., which was incorporated
      in the state of Nevada.





In
      February 2007 the Registrant formed a new subsidiary DCL Environmental Systems,
      Inc. which was incorporated in the state of Nevada.





In
      April
      2006, the company sold its interest in eSafe, Inc., (a subsidiary of UCH at
      the
      time of the merger), to PSPP Holdings, Inc.


6


**UC
      HUB GROUP, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE MONTHS ENDED OCTOBER 31, 2007 AND 2006**


**(UNAUDITED)**





**Going
      Concern**





The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States, which
      contemplates the Registrant as a going concern. The Registrant has had minimal
      revenue for the period, has incurred a net loss for the three months ended
      October 31, 2007 in the amount of $75,241 and as of October 31, 2007 had an
      accumulated deficit of $17,588,335.  These conditions raise
      substantial doubt as to the Registrant's ability to continue as a going concern.
      These financial statements do not include any adjustments that might result
      from
      the outcome of this uncertainty. These financial statements do not include
      any
      adjustments relating to the recoverability and classification of recorded asset
      amounts, or amounts and classification of liabilities that might be necessary
      should the Registrant be unable to continue as a going concern.





The
      Registrant’s ability to continue in business is dependent upon obtaining
      sufficient financing or attaining profitable operations.  The
      Registrant believes that it can  raise
      additional funds through short-term borrowing or the additional sale of its
      debt
      or equity securities.  There is no assurance that the Registrant will
      be successful in raising this additional capital or in achieving profitable
      operations.  These consolidated financial statements do not include
      any adjustments that might result from the outcome of these
      uncertainties.





**Principles
      of consolidation**





The
      consolidated financial statements include the accounts of the Registrant and
      its
      wholly owned subsidiaries. Significant inter-company transactions have been
      eliminated. All figures are shown in US Dollars.





**Use
      of estimates**





The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles (GAAP) requires management to make estimates and
      assumptions that affect the amounts reported in the financial statements. The
      Registrant bases its estimates on historical experience, management expectations
      for future performance, and other assumptions as appropriate. Key areas affected
      by estimates include the assessment of the recoverability of long-lived assets,
      which is based on such factors as estimated future cash flows. The Registrant
      re-evaluates its estimates on an ongoing basis. Actual results may vary from
      those estimates.





**Cash
      and cash equivalents**





All
      cash
      and short-term investments with original maturities of three months or less
      are
      considered cash and cash equivalents, since they are readily convertible to
      cash. These short-term investments are stated at cost, which approximates fair
      value.





**Concentration
      of Credit Risk**





Financial
      instruments, which potentially subject the Registrant to concentrations of
      credit risk, consist of cash and cash equivalents and accounts receivables.
      The
      Registrant places its cash with high quality financial institutions and at
      times
      may exceed the FDIC $100,000 insurance limit. The Registrant extends credit
      based on an evaluation of the customer’s financial condition, generally without
      collateral. Exposure to losses on receivables is principally dependent on each
      customer’s financial condition. The Registrant monitors its exposure for credit
      losses and maintains allowances for anticipated losses, as required. Accounts
      are “written-off” when deemed uncollectible.


7


**UC
      HUB GROUP, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE MONTHS ENDED OCTOBER 31, 2007 AND 2006**


**(UNAUDITED)**





**Property
      and equipment**




Property
      and equipment are stated at cost. Costs of replacements and major improvements
      are capitalized, and maintenance and repairs are charged to operations as
      incurred. Depreciation expense is provided primarily by the straight-line method
      over the estimated useful lives of the assets, five years for computer
      equipment, and ten years for office furnishings.





**Revenues**





Revenues
      are recognized only when realized / realizable and earned, in accordance with
      GAAP.





**Stock
      Based Compensation**





The
      Registrant accounts for its stock-based compensation in accordance with SFAS
      No.
      123R, “Share-Based Payment, an Amendment of FASB Statement No. 123.” The
      Registrant recognizes in the statement of operations the grant-date fair value
      of stock options and other equity-based compensation issued to employees and
      non-employees. The Registrant did not grant any new employee options and no
      options were cancelled or exercised during the three months ended October 31,
      2007. As of October 31, 2007, there were 9,780,000 options
      outstanding.





**Income
      taxes**





Income
      taxes are accounted for in accordance with SFAS 109, *Accounting
      for Income Taxes,* using
      the asset and liability method. Deferred tax assets and liabilities are
      recognized for the future tax consequences attributable to differences between
      the financial statement carrying amounts of existing assets and liabilities
      and
      their respective tax bases and tax credit carry forwards. Deferred tax assets
      and liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are expected
      to
      be recovered or settled. The effect on deferred tax assets and liabilities
      of a
      change in tax rates is recognized in income in the period that includes the
      enactment date.





As
      of
      October 31, 2007, the Registrant had a net operating loss carry forward for
      income tax reporting purposes of approximately (17,513,094) that may be offset
      against future taxable income. Current tax laws limit the amount of loss
      available to be offset against future taxable income when a substantial change
      in ownership occurs. Accordingly, the amount available to offset future taxable
      income may be limited. No tax benefit has been reported in the financial
      statements, because the Registrant is uncertain if they will ever be in a
      position to utilize the NOL carry forward. Accordingly, the potential tax
      benefits of the loss carry forward are offset by a valuation allowance of the
      same amount.





**Earnings
      (loss) per share**





In
      accordance with SFAS No. 128, *“Earnings
      Per Share,”* the
      basic loss per common share is computed by dividing net loss available to common
      stockholders by the weighted average number of common shares outstanding.
      Diluted loss per common share is computed similar to basic loss per common
      share
      except that the denominator is increased to include the number of additional
      common shares that would have been outstanding if the potential common shares
      had been issued and if the additional common shares were dilutive. At October
      31, 2007, there were substantial potential dilutive securities,
      including , 13,045,000 shares
      reserved for conversion of outstanding Series A Preferred Stock, 17,280,000 shares
      reserved for issuance upon exercise of Warrants relating to the two Debentures,
      and 7,560,000 shares
      reserved in case of conversion of the Debenture .  For
      the three months ended October 31, 2007, the Registrant incurred net losses;
      therefore the effect of any dilutive securities (if existing) would be
      anti-dilutive.


8


**UC
      HUB GROUP, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE MONTHS ENDED OCTOBER 31, 2007 AND 2006**


**(UNAUDITED)**





**Derivative
      instruments**




In
      February 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial
      Instruments, an Amendment of FASB Standards No. 133 and 140” (hereinafter “SFAS
      No. 155”). This statement established the accounting for certain derivatives
      embedded in other instruments. It simplifies accounting for certain hybrid
      financial instruments by permitting fair value re-measurement for any hybrid
      instrument that contains an embedded derivative that otherwise would require
      bifurcation under SFAS No. 133 as well as eliminating a restriction on the
      passive derivative instruments that a qualifying special-purpose entity (“SPE”)
      may hold under SFAS No. 140. This statement allows a public entity to
      irrevocably elect to initially and subsequently measure a hybrid instrument
      that
      would be required to be separated into a host contract and derivative in its
      entirety at fair value (with changes in fair value recognized in earnings)
      so
      long as that instrument is not designated as a hedging instrument pursuant
      to
      the statement. SFAS No. 140 previously prohibited a qualifying special-purpose
      entity from holding a derivative financial instrument that pertains to a
      beneficial interest other than another derivative financial instrument. This
      statement is effective for fiscal years beginning after September 15, 2006,
      with
      early adoption permitted as of the beginning of an entity's fiscal year.
      Management believes the adoption of this statement will have no impact on the
      Registrant's financial condition or results of operations.




If
      certain conditions are met, a derivative may be specifically designated as a
      hedge, the objective of which is to match the timing of gain or loss recognition
      on the hedging derivative with the recognition of the changes in the fair value
      of the hedged asset or liability that are attributable to the hedged risk or
      the
      earnings effect of the hedged forecasted transaction. For a derivative not
      designated as a hedging instrument, the gain or loss is recognized in income
      in
      the period of change. The Registrant has not entered into derivatives contracts
      to hedge existing risks or for speculative purposes. The Registrant has not
      engaged in any transactions that would be considered derivative
      instruments.





**Special
      purpose entities**





The
      Registrant does not have any off-balance sheet financing
      activities.





**Impairment
      or Disposal of Long-Lived Assets**





In
      August
      2001, FASB issued Statement No. 144, “Accounting for the Impairment or Disposal
      of Long-Lived Assets” (“FAS 144”). FAS144 clarifies the accounting for the
      impairment of long-lived assets and for long-lived assets to be disposed of,
      including the disposal of business segments and major lines of business.
      Long-lived assets are reviewed when facts and circumstances indicate that the
      carrying value of the asset may not be recoverable. When necessary, impaired
      assets are written down to their estimated fair value based on the best
      information available.


9




**UC
        HUB GROUP, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE MONTHS ENDED OCTOBER 31, 2007 AND 2006**
 **(UNAUDITED)**


**Recently
      issued accounting pronouncements**





In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements* .”
This
      statement clarifies the definition of fair value, establishes a framework for
      measuring fair value and expands the disclosures on fair value measurements.
      SFAS No. 157 is effective for fiscal years beginning after
      November 15, 2007. Management has not determined the effect, if any,
      that the adoption of this statement will have on the Registrant’s financial
      statements.





In
      September 2006, the FASB issued SFAS No. 158, " *Employers'
      Accounting for Defined Benefit Pension and Other Postretirement Plans−An
      amendment of FASB Statements No. 87, 88, 106,
      and 132(R* )."
      One
      objective of this standard is to make it easier for investors, employees,
      retirees and other parties to understand and assess an employer's financial
      position and its ability to fulfill the obligations under its benefit plans.
      SFAS No. 158 requires employers to fully recognize in their financial
      statements the obligations associated with single−employer defined benefit
      pension plans, retiree healthcare plans, and other postretirement plans. SFAS
      No. 158 requires an employer to fully recognize in its statement of
      financial position the overfunded or underfunded status of a defined benefit
      postretirement plan (other than a multiemployer plan) as an asset or liability
      and to recognize changes in that funded status in the year in which the changes
      occur through comprehensive income. This Statement also requires an employer
      to
      measure the funded status of a plan as of the date of its year−end statement of
      financial position, with limited exceptions. SFAS No. 158 requires an
      entity to recognize as a component of other comprehensive income, net of tax,
      the gains or losses and prior service costs or credits that arise during the
      period but are not recognized as components of net periodic benefit cost
      pursuant to SFAS No. 87. This Statement requires an entity to disclose in
      the notes to financial statements additional information about certain effects
      on net periodic benefit cost for the next fiscal year that arise from delayed
      recognition of the gains or losses, prior service costs or credits, and
      transition asset or obligation. The company is required to initially recognize
      the funded status of a defined benefit postretirement plan and to provide the
      required disclosures for fiscal years ending after December 15, 2006.
      Management believes that this statement will not have a significant impact
      on
      the company’s financial statements.




In
      February of 2007 the FASB issued SFAS 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities—including an amendment of FASB Statement No.
      115.”  The statement permits entities to choose to measure many
      financial instruments and certain other items at fair value. The objective
      is to
      improve financial reporting by providing entities with the opportunity to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      provisions.  The statement is effective as of the beginning of an
      entity’s first fiscal year that begins after November 15, 2007.  The
      company is analyzing the potential accounting treatment.


10


**UC
      HUB GROUP, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE MONTHS ENDED OCTOBER 31, 2007 AND 2006**


**(UNAUDITED)**





FASB
      Interpretation No. 48, “ *Accounting
      for Uncertainty in Income Taxes, an interpretation of FASB
      Statement No.109* ”
      Interpretation 48 prescribes a recognition threshold and a measurement attribute
      for the financial statement recognition and measurement of a tax position taken
      or expected to be taken in a tax return. Benefits from tax positions should
      be
      recognized in the financial statements only when it is more likely than not
      that
      the tax position will be sustained upon examination by the appropriate taxing
      authority that would have full knowledge of all relevant information. The
      amount of tax benefits to be recognized for a tax position that meets the
      more-likely-than-not recognition threshold is measured as the largest amount
      of
      benefit that is greater than fifty percent likely of being realized upon
      ultimate settlement. Tax benefits relating to tax positions that previously
      failed to meet the more-likely-than-not recognition threshold should be
      recognized in the first subsequent financial reporting period in which that
      threshold is met or certain other events have occurred. Previously recognized
      tax benefits relating to tax positions that no longer meet the
      more-likely-than-not recognition threshold should be derecognized in the first
      subsequent financial reporting period in which that threshold is no longer
      met.
      Interpretation 48 also provides guidance on the accounting for and disclosure
      of
      tax reserves for unrecognized tax benefits, interest and penalties and
      accounting in interim periods. Interpretation 48 is effective for fiscal years
      beginning after December 15, 2006. The change in net assets as a result of
      applying this pronouncement will be a change in accounting principle with the
      cumulative effect of the change required to be treated as an adjustment to
      the
      opening balance of retained earnings on January 1, 2007, except in certain
      cases
      involving uncertainties relating to income taxes in purchase business
      combinations. In such instances, the impact of the adoption of Interpretation
      48
      will result in an adjustment to goodwill. The adoption of this standard had
      no
      material impact on the Registrant’s consolidated financial
      statements.





**Note
      2** **—** **Commitments**





As
      of
      April 10, 2006 all activities of the Registrant have been conducted by corporate
      officers from either their homes or business offices. Currently, there are
      no
      outstanding debts owed by the company for the use of these facilities and there
      are no commitments for future use of the facilities.




**Note
      3** **—** **Convertible
      Debentures**





Pursuant
      to a Securities Purchase Agreement, dated as of June 6, 2007 (the "Securities
      Purchase Agreement"), UC Hub Group Inc. (the "Registrant") sold an Original
      Issue Discount Self-Liquidating Convertible Debenture having a principal amount
      of $378,000 (the "Debenture'). The Debenture was sold for $350,000. Except
      to
      pay off certain liabilities of the Registrant totaling approximately $327,000,
      the proceeds of the offering will be used for working capital purposes. The
      Debenture does not bear interest. The principal sum of the Debenture must be
      paid by June 7, 2008 and is convertible into 7,560,000 shares of the
      Registrant's common stock, at the Purchasers' option, at a conversion price
      equal to $0.05 per share (subject to adjustment as provided in the Debenture).
      On the fist of each month commencing on the first date following the earlier
      of
      (a) 30 calendar days following the Effective Date and (b) 180 Calendar days
      following the Closing Date (as defined in the Securities Purchase Agreement)
      and
      terminating upon the full redemption of the Debenture, the Registrant shall
      redeem an amount equal to the sum of $21,000 in principal amount of the
      Debenture and all liquidated damages and other amounts owed to the holder of
      the
      Debenture. The full principal amount of the Debenture is due upon a default
      under the terms of the Debenture.




In
      connection with the sale of the Debenture, the Registrant also issued (i) a
      warrant to purchase 7,560,000 shares of the Registrant's common stock at a
      purchase price of $.075 per share, subject to adjustment as provided for in
      the
      warrant and a term of exercise of two years from June 7, 2007 (the "Initial
      Exercise Date") and (ii) a warrant to purchase 7,560,000 shares of the
      Registrant's common stock at a purchase price of $.05 per share, subject to
      adjustment as provided in the warrant,.




11


**UC
        HUB GROUP, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE MONTHS ENDED OCTOBER 31, 2007 AND 2006**
 **(UNAUDITED)**


Pursuant
      to a second Securities Purchase Agreement, dated as of February 16, 2007 (the
      "Securities Purchase Agreement"), UC Hub Group Inc. (the "Registrant") sold
      an
      second Original Issue Discount Self-Liquidating Convertible Debenture having
      a
      principal amount of $540,000 (the "Debenture'). The Debenture was sold for
      $500,000 and the additional of $40,000 was expensed. Except to pay off certain
      liabilities of the Registrant the proceeds of the offering will be used for
      working capital purposes. The Debenture does not bear interest. The principal
      sum of the Debenture must be paid by February 16, 2008 and is convertible into
      7,560,000 shares of the Registrant's common stock, at the Purchasers' option,
      at
      a conversion price equal to $0.05 per share (subject to adjustment as provided
      in the Debenture). On the fist of each month commencing on the first date
      following the earlier of (a) 30 calendar days following the Effective Date
      and
      (b) 180 Calendar days following the Closing Date (as defined in the Securities
      Purchase Agreement) and terminating upon the full redemption of the Debenture,
      the Registrant shall redeem an amount equal to the sum of $21,000 in principal
      amount of the Debenture and all liquidated damages and other amounts owed to
      the
      holder of the Debenture. The full principal amount of the Debenture is due
      upon
      a default under the terms of the Debenture.





In
      connection with the sale of the second Debenture, the Registrant also issued
      (i)
      a warrant to purchase 2,160,000 shares of the Registrant's common stock at
      a
      purchase price of $.25 per share, subject to adjustment as provided for in
      the
      warrant and a term of exercise of two years from June 7, 2007 (the "Initial
      Exercise Date") .





All
      warrants have a term commencing on Initial Exercise Date and terminating on
      the
      earlier of (a) 180 days following the date the initial Registration Statement
      filed by the Registrant pursuant to the Registration Rights Agreement executed
      in connection with the execution of the Securities Purchase Agreement is
      declared effective by the Securities and Exchange Commission and (b) the two
      year anniversary of the Initial Exercise Date. The Warrants on a cashless basis
      if at any time after one year from the date of issuance of the warrant there
      is
      no effective registration statement registering or no current prospectus
      available for, the resale of the shares of common stock underlying the warrant.
      In the event the purchaser exercises the warrants on a cashless basis, then
      the
      Registrant will not receive any proceeds. In addition, the conversion price
      of
      the Debenture and the exercise price of the warrants may be adjusted in certain
      circumstances such as if the Registrant pays a stock dividend, subdivides or
      combines outstanding shares of common stock into a greater or lesser number
      of
      shares, or takes such other actions as would otherwise result in dilution of
      the
      selling stockholder's position





In
      the
      event that the Registrant breaches any representation or warranty in the
      Securities Purchase Agreements, the outstanding principal amount of the
      Debenture(s), plus liquidated damages and other amounts owing in respect thereof
      through the date of acceleration, shall become, at the holder's election,
      immediately due and payable in cash at the Mandatory Default Amount (as defined
      in the Debenture).The holder of both Debentures and the warrants many not to
      convert the Debentures or exercise their warrants and receive shares of the
      Registrant's common stock such that the number of shares of common stock held
      by
      them in the aggregate and their affiliates after such conversion or exercise
      exceeds 4.9% of the then issued and outstanding shares of common stock. This
      limitation may be waived by the holder of the Debenture or warrants upon not
      less than 61 days' prior notice to the Registrant, to change the beneficial
      ownership limitation to 9.99% of the number of shares of the Common Stock
      outstanding immediately after giving effect to the issuance of shares of Common
      Stock upon conversion of this note or the exercise of the warrants. Upon such
      a
      change by a Holder of the Beneficial Ownership Limitation from such 4.99%
      limitation to such 9.99% limitation, the beneficial ownership limitation may
      not
      be further waived by the holder of the notes or warrants.





**Note
      4 – Stockholders’ Deficit**





Common
      Stock


During
      the three months ended October 31, 2007, the Registrant issued no shares of
      common stock.


12


**UC
      HUB GROUP, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE MONTHS ENDED OCTOBER 31, 2007 AND 2006**


**(UNAUDITED)**





Warrants




During
      the three months ended October 31, 2007, the Registrant issued no warrants
      for
      shares of common stock.





**Note
      5 – Securities**





On
      April
      10, 2006, the Registrant sold to PSPP Holdings, Inc. (PSPJ:OB) as an asset
      acquisition all of the Registrant's interest in eSafe, Inc., (a wholly owned
      subsidiary) pursuant to an Acquisition Agreement. As part of the sale the
      Registrant received 22,890,936 million shares of the common stock of PSPP
      Holdings, Inc. (See “Part II: Other Information, Item 5”).





**Note
      6** **–
      Liabilities**





Effective
      February 1, 2007 Larry Wilcox, an Officer and Director of the Registrant, has
      elected to work without compensation for the remainder of the then fiscal year.
      Subsequently, he elected to work without compensation through the 1 st quarter
      of this fiscal year, which ended October 31, 2007.





**Note
      7** **–
      Common Stock**





Set
      forth
      below is certain information regarding securities the Registrant issued during
      the 3 month period covered by this Report, which were not registered under
      the
      Securities Act, to the extent not reported on a Form 10-QSB or Form 8-K for
      the
      period covered by this Report.





None.


13


**Item
        2.  Management’s Discussion and Analysis of Plan of
        Operations**





**FORWARD-LOOKING
      STATEMENTS**





*This
      discussion and analysis should be read in conjunction with the accompanying
      Consolidated Financial Statements and related notes. Our discussion and analysis
      of our financial condition and results of operations are based upon our
      consolidated financial statements, which have been prepared in accordance with
      accounting principles generally accepted in the United States. The preparation
      of financial statements in conformity with accounting principles generally
      accepted in the United States of America requires us to make estimates and
      assumptions that affect the reported amounts of assets and liabilities,
      disclosure of any contingent liabilities at the financial statement date and
      reported amounts of revenue and expenses during the reporting period. On an
      on-going basis we review our estimates and assumptions. Our estimates are based
      on our historical experience and other assumptions that we believe to be
      reasonable under the circumstances. Actual results are likely to differ from
      those estimates under different assumptions or conditions, but we do not believe
      such differences will materially affect our financial position or results of
      operations. Our critical accounting policies, the policies we believe are most
      important to the presentation of our financial statements and require the most
      difficult, subjective and complex judgments, are outlined below in ‘‘Critical
      Accounting Policies,’’ and have not changed significantly.*





*In
      addition, certain statements made in this report may constitute “forward-looking
      statements”. These forward-looking statements involve known or unknown risks,
      uncertainties and other factors that may cause the actual results, performance,
      or achievements of the Registrant to be materially different from any future
      results, performance or achievements expressed or implied by the forward-looking
      statements. Specifically, 1) our ability to obtain necessary regulatory
      approvals for our products; and 2) our ability to increase revenues and
      operating income, is dependent upon our ability to develop and sell our
      products, general economic conditions, and other factors. You can identify
      forward-looking statements by terminology such as "may," "should," "expects,"
      "intends," "plans," "anticipates," "believes," "estimates," "predicts,"
      "potential," "continues" or the negative of these terms or other comparable
      terminology. Although we believe that the expectations reflected-in the
      forward-looking statements are reasonable, we cannot guarantee future results,
      levels of activity, performance or achievements.*





**General**





The
      following discussion and analysis should be read in conjunction with the our
      consolidated financial statements and related footnotes for the year ended
      July
      31, 2007 included in our Form 10K-SB for the year ended July 31, 2007 filed
      with
      the Securities and Exchange Commission.  The discussion of results,
      causes and trends should not be construed to imply any conclusion that such
      results or trends will necessarily continue in the future.





**Overview**





Statements
      included in this Management's Discussion and Analysis or Plan of Operation,
      and
      in future filings by us with the Securities and Exchange Commission, in our
      press releases and in oral statements made with the approval of an authorized
      executive officer which are not historical or current facts are "forward-looking
      statements." We wish to caution readers not to place undue reliance on any
      such
      forward-looking statements, which speak only as of the date made. The following
      important factors, among others, in some cases have affected and in the future
      could affect our actual results and could cause our actual financial performance
      to differ materially from that expressed in any forward-looking statement:
      (i)
      lack of resources to maintain our good standing status and requisite filings
      with the Securities and Exchange Commission. The foregoing list should not
      be
      construed as exhaustive and we disclaim any obligation subsequently to revise
      any forward-looking statements to reflect events or circumstances after the
      date
      of such statements or to reflect the occurrence of anticipated or unanticipated
      events.


14


**RESULTS
      OF OPERATIONS**





Comparison
      of the three (3) months ended October 31, 2007 to the three (3) months ended
      October 31, 2006:





**Revenue** .
      Our
      total revenue was $0 for the 3 months ended October 31, 2007 compared to$0
      for
      the same period ended October 31, 2006.





**Gross
      Profit** .
      Our
      gross profit was $0 of sales for the 3 months ended October 31, 2007 versus
      $0
      for the 3 months ended October 31, 2006.





**Selling,
      General and Administrative Expenses** .
      Selling, general and administrative expenses ("SG&A") for the 3 months ended
      October 31, 2007 were $75,241, a decrease of $97,641or approximately
      56% as
      compared to SG&A of $172,882 for the 3 months ended October 31, 2006. The
      reduction is primarily attributable to the elimination of salaries.





**Net
      Income (Loss).** Our net
      loss for the 3 months ended October 31, 2007 was (75,241), a decrease of
      $(97,641) or approximately 56% compared to a loss of (172,882) for the 3 months
      ended October 31, 2006. The improvement of net income was due primarily to
      the
      elimination of salaries.




**Our
      Corporate History**





In
      February 1999, United Communications Hub, Inc., a California corporation, was
      formed as a telecommunications company that initially began as a switchless
      long
      distance reseller. It was our initial intent to also become a certified local
      exchange carrier in order to provide a full range of local and long distance
      vertical services. This was to be the foundation of our electronic distributive
      concept of the "Digital City" where integrated services could be distributed
      and
      billed from digital hubs over fiber and in the future, wireless mediums. The
      original corporate strategy was to develop or acquire the technologies as well
      as those products and services necessary to support the "Digital City" concept
      which would subsequently drive electronic transactions.





In
      September 2002, we acquired AllCom USA, Inc., a Nevada corporation, which is
      a
      licensed carrier that had approximately $2.6 million a year in revenue. AllCom
      USA had a support infrastructure in place as a switchless reseller of long
      distance and related services.




In
      September 2003, we formed a new wholly owned subsidiary, eSAFE, Inc, a Nevada
      corporation, as our financial services arm to provide electronic payments,
      cash
      cards and related custom transactional based services to local
      communities.





In
      March
      2004 we merged with a wholly owned subsidiary of Expertise Technology
      Innovation, Inc., which resulted in a change of control of that company as
      discussed below. See "Change of Control."





In
      July
      2004, we acquired the assets and intellectual properties of Govt.com and created
      an operating division to write, re-work and market municipal government software
      under the name OurTown2. This acquisition helped fill a void for software
      support in the Digital City vision.





In
      September 2005 the company sold its interest in AllCom USA. The move was done
      to
      consolidate operations and focus on more profitable business.





In
      April
      2006, the company sold its interest in eSafe, Inc., a wholly-owned subsidiary,
      to PSPP Holdings, Inc.





**Critical
      Accounting Policies and Estimates**





Our
      discussion and analysis of our financial condition and results of operations
      are
      based upon our consolidated financial statements, which have been prepared
      in
      accordance with accounting principles generally accepted in the United States
      of
      America.  The preparation of these consolidated financial statements
      requires us to make estimates and judgments that affect the reported amounts
      of
      assets, liabilities, revenues and expenses, and related disclosures of
      contingent assets and liabilities.  On an ongoing basis, we evaluate
      our estimates, including assessment of the recoverability of long-lived assets,
      which is based on such factors as estimated future cash flows.  We
      base our estimates on historical experience and on various other assumptions
      that we believe to be reasonable under the circumstances, the results of which
      form the basis for making judgments about the carrying value of assets and
      liabilities that are not readily apparent from other sources. Actual results
      may
      differ from these estimates under different assumptions or conditions; however,
      we believe that our estimates, including those for the above-described items,
      are reasonable.


15





*Revenues.* **** Revenues
      are recognized only when realized / realizable and earned, in accordance with
      accounting principles generally accepted in the United States.





*Stock
      Based Compensation.* **** We
      account for our stock-based compensation in accordance with SFAS No. 123R,
      “Share-Based Payment, an Amendment of FASB Statement No. 123.” We recognize in
      the statement of operations the grant-date fair value of stock options and
      other
      equity-based compensation issued to employees and non-employees.





*Long-Lived
      Assets.* We
      account for long-lived assets in accordance with SFAS No. 144, “Accounting for
      the Impairment or Disposal of Long-Lived Assets”. Long-lived assets are reviewed
      when facts and circumstances indicate that the carrying value of the asset
      may
      not be recoverable. When necessary, impaired assets are written down to their
      estimated fair value based on the best information available.





**Our
      Plan of Operation**





Our
      plan
      of operation calls for additional capital to facilitate growth and support
      our
      long-term development and acquisition strategy marketing programs. It is likely
      that we will have to seek additional financing through future public or private
      sales of our securities, including equity securities. We may also seek funding
      for the development and acquisitions marketing of our products through strategic
      partnerships and other arrangements with investment partners. There can be
      no
      assurance, however, that such collaborative arrangements or additional funds
      will be available when needed, or on terms acceptable to us, if at all. Any
      such
      additional financing may result in significant dilution to existing
      stockholders. If adequate funds are not available we may be required to curtail
      one or more of our future activates programs. We expect to incur significant
      capital expenses in pursuing our development and acquisition strategy plans
      to
      increase sales volume, expanding our product lines and obtaining additional
      financing through stock offerings, or licensing agreements or other feasible
      financing alternatives. In order for us to continue our operations, we will
      require additional funds over the coming months. While we hope we will be able
      to generate funds necessary to maintain our operations, without additional
      funds
      there will be a limitation to the number of new projects that we could take
      on,
      which may have an effect on our ability to maintain our operations. Additional
      financing may not be available on terms favorable to us, or at all. If
      additional funds are not available, we may not be able to execute our business
      model plan or take advantage of business opportunities. Our ability to obtain
      such additional financing and to achieve our operating goals is uncertain.
      In
      the event that we do not obtain additional capital or are not able to increase
      cash flow through the increase of in revenues, there is a substantial doubt
      of
      our being able to continue as a going concern.





Additionally,
      it should be noted that our independent auditors have included a going concern
      opinion and related discussion in the notes to our financial statements. The
      auditors have included the going concern provision because we have incurred
      significant and recurring losses and have a large working capital deficit that
      the auditors believe raises substantial doubt about our ability to continue
      as a
      going concern. Until such time we receive additional debt or equity financing,
      there is a risk that our auditors will continue to include a going concern
      provision in the notes to our financial statements.


16


**Liquidity
      and Capital Resources**




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.





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 independent certified public accountants have stated
      in
      their report included in our July 31, 2006 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.





**Quarterly
      Developments**





None.




**Critical
      Accounting Policies**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make a wide variety of estimates
      and assumptions that affect (i) the reported amounts of assets and liabilities
      and disclosure of contingent assets and liabilities as of the date of the
      financial statements, and (ii) the reported amounts of revenues and expenses
      during the reporting periods covered by the financial statements. Our management
      routinely makes judgments and estimates about the effect of matters that are
      inherently uncertain. As the number of variables and assumptions affecting
      the
      future resolution of the uncertainties increases, these judgments become even
      more subjective and complex. The most significant accounting policies that
      are
      most important to the portrayal of our current financial condition and results
      of operations are as follows:





*Inflation:* Our
      results of operations have not been affected by inflation and we do not expect
      inflation to have a significant effect on its operations in the future.





*Revenues:* The
      Registrant recognizes revenue in accordance with Securities and Exchange
      Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition
      in Financial Statements”. Revenue consists of the sale of products and is
      recognized only when the price is fixed or determinable, persuasive evidence
      of
      an arrangement exists, the product is shipped, and collectability is reasonably
      assured.





*Stock
      Based Compensation.* **** We
      account for our stock-based compensation in accordance with SFAS No. 123R,
      “Share-Based Payment, an Amendment of FASB Statement No. 123.” We recognize in
      the statement of operations the grant-date fair value of stock options and
      other
      equity-based compensation issued to employees and non-employees.





*Long-Lived
      Assets.* We
      account for long-lived assets in accordance with SFAS No. 144, “Accounting for
      the Impairment or Disposal of Long-Lived Assets”. Long-lived assets are reviewed
      when facts and circumstances indicate that the carrying value of the asset
      may
      not be recoverable. When necessary, impaired assets are written down to their
      estimated fair value based on the best information available.


17


**Item
      3 - Controls and Procedures**





As
      required by SEC rules, we have evaluated the effectiveness of the design and
      operation of our disclosure controls and procedures at the end of the period
      covered by this report. This evaluation was carried out under the supervision
      and with the participation of our management, including our Chief Executive
      Officer, who is our principal executive officer and principal financial
      officer.  Based on this evaluation, this officer has concluded
      that the design and operation of our disclosure controls and procedures are
      effective. There were no changes in our internal control over financial
      reporting or in other factors that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial
      reporting.





Disclosure
      controls and procedures are our 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 SEC’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 principal executive officer and principal financial
      officer, as appropriate, to allow timely decisions regarding required
      disclosure.





**Item
      4 – Subsequent Events**





On
      November 16, 2007 the Registrant entered into an agreement with PSPP Holdings,
      Inc. to rescind the acquisition of eSafe by PSPP Holdings, Inc. per that certain
      Acquisition Agreement dated April 10, 2006.


18


**Part
      II.   OTHER INFORMATION**





**Item
      1. Legal Proceedings**




SUTTON
      LAW CENTER, P.C. V. ALTIGEN COMMUNICATIONS, INC., ET AL. (INCLUDING
      ALLCOM)


Case
      No.:
      CV06-02167


Court:
      In
      the Second Judicial District Court of the State of Nevada, Washoe
      County


Date
      filed: September 5, 2006





Description:
      Plaintiff asserts claims against Integrated Communications Systems, Inc., Allcom
      USA, Inc. and Shawn Jones and Simon Eggington, former employees of Allcom USA,
      Inc., alleging that defendants installed a defective telephone system for
      plaintiff and falsely represented the performance of the phone system. Plaintiff
      seeks damages in the approximate amount of $70,000. Jones and Eggington have
      indicated that they believe that plaintiff's claims have little of no basis.
      Discovery has not yet commenced in the case and no trial date has been
      set.





EMBARQ
      LOGISTICS, INC. V. ALLCOM USA, INC., UCHUB GROUP, INC., AND VERNON BILL
      THOMPSON


Case
      No.:
      06C-036007


Court:
      Justice Court, Las Vegas Township, Clark County, Nevada


Date
      Filed: November 2006





Description:
      Plaintiff claims damages of approximately $10,000 for unpaid telephone equipment
      sold to defendant Allcom USA. Claims are asserted against the remaining
      defendants on the allegations that they are alter egos of Allcom. Defendants
      have offered to settle the claim as funds become available to them. No trial
      date has been set in the case.





FEE
      V. UC
      HUB


Case
      No.:
      RCV093990


Court
      Filed: Rancho Cucamonga Superior Court


Date
      Filed: 3-21-06





Description:
      Plaintiff claims his shares should not have been converted when the Registrant
      merged and that he didn't get notice of the merger or public hearing. Plaintiff
      was amply noticed, but chose not to attend the called special meeting. It is
      unclear what the exact basis and nature of his claim is at this point.





LA
      COMMERCIAL GROUP DBA CONTINENTAL COMMERCIAL GROUP V. ALLCOM USA,
      INC.


Case
      No.:
      RCV 094431


Court
      Filed: Rancho Cucamonga Superior Court


Date
      Filed: 4-5-06





Default
      judgment for $39,033.02 obtained: May 30, 2006 (See Current Liabilities:
      Judgments.)





The
      Registrant will have to raise additional capital in order for the payments
      described above to be made to Donnelly, of which no assurance can be given.
      If
      the payments described above are not made, then Donnelly may be able to obtain
      a
      judgment for the full amount owing or a similar amount. This judgment would
      have
      a material adverse effect on the Registrant's financial condition and its
      ability to continue as a going concern.





**Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds**





None.





**Item
      3.  Defaults Upon Senior Securities**





None.


19


**Item
      4.  Submission of Matters to a Vote of Security
      Holders**





None.





**Item
      5.  Other Information**





None.





**Item
      6.  Exhibits**





**Regulation**
              **S-B Number**
            
            **Exhibit**31.1
            
            Certification
                of the Chief Executive Officer, as the principal executive officer
                and the
                principal financial officer, under 18 U.S.C. section 1350, as adopted
                in
                accordance with section 302 of the Sarbanes-Oxley Act of
                2002.32.1
            
            Certification
                of the Chief Executive Officer, as the principal executive officer
                and the
                principal financial officer, under 18 U.S.C. Section 1350, as adopted
                in
                accordance with Section 906 of the Sarbanes-Oxley Act of
                2002.







**SIGNATURES**





Pursuant
      to the requirements 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.





DATE:
                December 13, 2007
            UC
                HUB GROUP, INC., INC.
              (Registrant)By:
                /s/ Larry D. WilcoxLarry
                D. Wilcox
              Director
                and CEO
              (Principal
                Executive Officer and Principal
              Financial
                Officer)


20