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

                                   FORM 10-QSB

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

        For the quarterly period ended April 30, 2005.

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

                        COMMISSION FILE NUMBER: 001-15665

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

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

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

                                 (800) 425-5266
                           (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 May 16, 2005, the
issuer had 15,123,694 shares of its common stock issued and outstanding.

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


<PAGE>
<TABLE>
<CAPTION>
                                                       TABLE OF CONTENTS

<S>                                                                                                                    <C>
PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     Item 1.  Financial Statements (unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
               Condensed Consolidated Balance Sheet at April 30, 2005
               Condensed Consolidated Statement of Losses for the three and nine months ended April 30, 2005 and 2004
               Condensed Consolidated Statement of Cash Flows for the nine months ended April 30, 2005 and 2004
               Notes to Unaudited Condensed Consolidated Financial Statements

     Item 2.  Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . . . . . . . . . . . .  11
     Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . .  16
     Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     Item 4.  Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     Item 6.  Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                                                  CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                PART I - FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS.

                                      UC HUB GROUP, INC.
                             CONDENSED CONSOLIDATED BALANCE SHEET
                                         (UNAUDITED)


                                                                                  April 30,
                                                                                    2005
                                     ASSETS
<S>                                                                             <C>
CURRENT ASSETS
  Cash and cash equivalents                                                     $     62,058
  Accounts Receivable, net of allowance of $57,053                                   450,257
  Inventory                                                                            2,492
  Other current assets                                                                14,125
                                                                                -------------
          Total current assets                                                       528,932

Property and equipment, net of accumulated
  depreciation of $66,437                                                             58,725
                                                                                -------------

          Total assets                                                          $    587,657
                                                                                =============

               Liabilities and Deficiency in Stockholders' Equity

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                         $  2,516,553
  Notes payable                                                                      461,635
                                                                                -------------

          Total current liabilities                                                2,978,188

          Commitments and contingencies


Deficiency in Stockholders' Equity
  Convertible Preferred stock, 5,000,000 shares authorized, $0.001 par value
    per share; 2,900,851 shares issued and outstanding                                 2,901
  Common stock, $0.001 par value per share; 50,000,000 shares authorized,
    13,986,610 shares issued and outstanding                                          13,987
  Common stock issued in advance of options exercise                                    (435)
  Stock subscription receivable                                                      (10,000)
  Stock payable                                                                       28,900
  Deferred compensation                                                             (146,137)
  Additional paid-in capital                                                      14,786,855
  Accumulated (deficit)                                                          (17,066,602)
                                                                                -------------

          Total deficiency in stockholder's equity                                (2,390,531)
                                                                                -------------

          Total liabilities and deficiency in stockholders' equity              $    587,657
                                                                                =============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                  UC HUB GROUP, INC
                                      CONDENSED CONSOLIDATED STATEMENT OF LOSSES
                                                     (UNAUDITED)


                                                        For the Three Months Ended       For the Nine Months Ended
                                                                 April 30,                       April 30,
                                                           2005             2004            2005            2004
                                                      ---------------  --------------  --------------  --------------
<S>                                                   <C>              <C>             <C>             <C>
Revenues                                              $      604,450   $     615,487   $   2,179,204   $   1,843,777

Cost of Sales                                                344,670         384,299       1,469,313       1,349,683
                                                      ---------------  --------------  --------------  --------------

Gross Profit                                                 259,780         231,188         709,891         494,094

Operating Expenses:
  Selling, general, and administrative expenses            1,016,080         244,379       2,000,176         806,213
  Sales taxes and fees                                       135,209                         454,868
  Acquisition costs                                                -               -          33,474
                                                      ---------------  --------------  --------------  --------------

    Total operating expenses                               1,151,289         244,380       2,488,518         806,213
                                                      ---------------  --------------  --------------  --------------

  Operating Loss                                            (891,509)        (13,192)     (1,778,627)       (312,119)

Other income (expense):
  Interest income (expense)                                  (10,878)         (4,046)        (81,545)        (16,102)
                                                      ---------------  --------------  --------------  --------------

  Loss before income taxes                                  (902,387)        (17,237)     (1,860,172)       (328,221)

  Income tax expense                                               -               -               -
                                                      ---------------  --------------  --------------  --------------

  Net Loss                                            $     (902,387)  $     (17,237)  $  (1,860,172)  $    (328,221)
                                                      ===============  ==============  ==============  ==============

NET LOSS PER COMMON SHARE
  Loss from operations
  Loss from discontinued operations
  Net loss                                            $        (0.09)  $           -   $       (0.27)  $       (0.18)
                                                      ===============  ==============  ==============  ==============

PER SHARE INFORMATION -
  BASIC AND FULLY DILUTED
  Weighted average shares outstanding                     10,386,276       1,987,734       6,887,965       1,812,734
                                                      ===============  ==============  ==============  ==============
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>
                                   UC HUB GROUP, INC
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (UNAUDITED)

                                                                  Nine months ended
                                                                       April 30,
                                                                   2005         2004
                                                              ------------  -----------
<S>                                                           <C>           <C>
OPERATING ACTIVITIES
    Net (loss)                                                $(1,860,172)  $ (328,221)
    Adjustments to reconcile net (loss) to net cash
      (used in) operating activities:
        Non-cash compensation                                     530,316
        Depreciation                                               25,573       11,271
        Acquisition costs                                          33,474
        Expenses settled with stock issuance                       73,062
        Bad debt expense                                          200,757            -
    Changes in:
        Accounts receivable                                      (369,327)           -
        Inventory                                                  (2,492)           -
        Other current assets                                       (7,425)      (4,200)
        Deposits                                                        -            -
        Accounts payable and accrued expenses                   1,029,706      266,166

                                                              ------------  -----------
          Net cash (used in) operating activities                (346,528)     (54,984)
                                                              ------------  -----------

INVESTING ACTIVITIES
        Security deposit                                                       (25,000)
        Asset purchases                                                        (37,331)
                                                              ------------  -----------
          Net cash (used in) investing activities                       -      (62,331)
                                                              ------------  -----------

FINANCING ACTIVITIES
        Issuance of notes payable                                 108,500            -
        Principal payments on loans                               (45,000)     (22,975)
        Proceeds of short-term borrowing                           56,000
        Proceeds from exercise of stock options                   169,766
        Sale of common stock for cash                                   -      180,000
        Common stock subscribed for cash                           75,000      100,000
                                                              ------------  -----------
          Net cash provided by financing activities               364,266      257,025
                                                              ------------  -----------

          Net increase (decrease) in cash                          17,738      139,710

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

CASH AT END OF YEAR                                           $    62,058   $  270,269
                                                              ============  ===========

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 forr 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   $        -
                                                              ============  ===========


<PAGE>
    Exchange of  807,415 shares of preferred stock for
    2,442,243 shares of common stock                          $     1,614   $        -
                                                              ============  ===========

  Fair value of warrants issued with promissory note          $    16,667   $        -
                                                              ============  ===========

  Beneficial conversion feature of convertible note           $       344   $        -
                                                              ============  ===========

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

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

  Loans converted to common stock                                           $   93,567
                                                              ============  ===========

  Stock subscription fulfilled                                $    75,000   $1,984,272
                                                              ============  ===========

  Preferred stock converted to common stock                                 $  820,000
                                                              ============  ===========

  Value of shares issued to consultants as compensation       $   384,365
                                                              ============  ===========

  Value of stock options issued to employees                  $    29,959
                                                              ============  ===========

  Value of stock issued in satisfaction of accounts payable   $   112,129
                                                              ============  ===========

  Value of stock issued for interest                          $     2,600
                                                              ============
</TABLE>

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


<PAGE>
                               UC HUB GROUP, INC.
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 APRIL 30, 2005


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 nine-month periods ended April
30,  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
April 30, 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.


<PAGE>
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 net
losses  of  $902,387 and $1,860,172 during the three and nine months ended April
30,  2005,  respectively. The Company's current liabilities exceeded its current
assets by $2,449,256 as of April 30, 2005 (see Note G).

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:

<TABLE>
<CAPTION>
                            Three months ended         Nine months ended
                                 April 30,                 April 30,
                         ------------------------  -------------------------
                            2005         2004          2005         2004
                         -----------  -----------  ------------  -----------
<S>                      <C>          <C>          <C>           <C>
Net loss, as reported    $ (902,387)  $  (17,237)  $(1,860,172)  $ (328,221)

Compensation recognized
Under APB No. 25             29,959            0        30,164            0

Compensation recognized
Under SFAS 123              (33,157)           0       (33,642)           0
                         -----------  -----------  ------------  -----------

Pro forma net loss       $ (905,585)  $  (17,237)  $(1,863,650)  $ (328,221)
                         ===========  ===========  ============  ===========

Pro forma loss
per share                $    (0.09)  $    (0.00)  $     (0.27)  $    (0.18)
                         ===========  ===========  ============  ===========
</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 April
30, 2005, the Company owes Mr. Wilcox a net amount of $621,375.


ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts  payable  and  accrued  liabilities  at  April  30, 2005 consist of the
following:


<PAGE>
<TABLE>
<CAPTION>
<S>                          <C>
Accounts Payable. . . . . .  $1,121,777
Due to Chief Executive. . .     621,375
Sales taxes and fees. . . .     454,868
Other accrued liabilities .     150,075
Accrued payroll and related      94,444
Accrued interest. . . . . .      74,014
                             ----------
                             $2,516,553
                             ==========
</TABLE>


NEW  ACCOUNTING  PRONOUNCEMENTS

In  May  2005 the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion
No. 20 and FASB Statement No. 3." SFAS 154 requires retrospective application to
prior  periods' financial statements for changes in accounting principle, unless
it  is  impracticable  to  determine  either  the period-specific effects or the
cumulative  effect  of  the  change.  SFAS  154 also requires that retrospective
application of a change in accounting principle be limited to the direct effects
of  the  change. Indirect effects of a change in accounting principle, such as a
change in non-discretionary profit-sharing payments resulting from an accounting
change,  should  be  recognized in the period of the accounting change. SFAS 154
also  requires  that a change in depreciation, amortization, or depletion method
for  long-lived, non-financial assets be accounted for as a change in accounting
estimate effected by a change in accounting principle. SFAS 154 is effective for
accounting  changes  and  corrections  of  errors made in fiscal years beginning
after  December 15, 2005. Early adoption is permitted for accounting changes and
corrections  of  errors  made  in  fiscal  years  beginning  after the date this
Statement  is  issued.  The Company does not expect the adoption of this SFAS to
have  a  material  impact  on  its  consolidated  financial position, results of
operations or cash flows.

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, "Accounting for
Conditional  Asset  Retirement  Obligations, an interpretation of FASB Statement
No.  143,"  which requires an entity to recognize a liability for the fair value
of  a  conditional  asset retirement obligation when incurred if the liability's
fair  value  can  be  reasonably estimated. The Company is required to adopt the
provisions  of FIN 47 no later than the end of its fiscal 2005. The Company does
not  expect the adoption of this Interpretation to have a material impact on its
consolidated 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 options, restricted stock plans, performance-based equity 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
December  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 second
quarter  of  fiscal  year  2006  and  thereafter.


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         Nine months ended
                                       April 30,                  April 30,

                                   2005         2004          2005         2004
                               ------------  -----------  ------------  -----------
<S>                            <C>           <C>          <C>           <C>
Sales to external customers:
  Service                      $   437,089   $  615,487   $ 1,453,163   $1,843,777
  Systems                          167,361            -       726,041            -
                               ------------  -----------  ------------  -----------

Total  sales to
external customers                 604,450      615,487     2,179,204    1,843,777
                               ============  ===========  ============  ===========

Cost of goods sold:
  Service                          236,299      384,299     1,162,393    1,349,683
  Systems                          108,371            -       306,920            -
                               ------------  -----------  ------------  -----------

Total cost of goods sold           344,670      384,299     1,469,313    1,349,683
                               ============  ===========  ============  ===========


<PAGE>
General and
administrative expenses
 Service                           892,447      244,380     1,715,961      806,213
 Systems                           123,633            -       284,215            -
                               ------------  -----------  ------------  -----------

Total general and
administrative                   1,016,080      244,380     2,000,176      806,213
                               ============  ===========  ============  ===========

Sales Taxes and Fees:
 Service                           135,209            -       454,868            -
 Systems                                 -            -             -            -
                               ------------  -----------  ------------  -----------

  Total sales taxes and fees       135,209            -       454,868            -
                               ============  ===========  ============  ===========

Acquisition costs:
  Service                                -            -             -            -
  Systems                                -            -        33,474            -
                               ------------  -----------  ------------  -----------

  Total acquisition
  Costs                                  -            -        33,474            -
                               ============  ===========  ============  ===========

Capital expenditures:
  Service                                -            -             -            -
  Systems                                -            -        37,500            -
                               ------------  -----------  ------------  -----------

Total capital expenditures               -            -        37,500            -

Operating (loss):
  Service                         (891,866)     (13,192)   (1,913,533)    (312,119)
  Systems                          (64,643)           -       134,906            -
                               ------------  -----------  ------------  -----------

Total operating
  income (loss):                  (891,509)     (13,192)   (1,778,627)    (312,119)
                               ============  ===========  ============  ===========

Segment assets:
  Service                          498,636      743,794
  Systems                           89,021            -
                               ------------  -----------

   Total segment assets        $   587,657   $  743,794
                               ============  ===========
</TABLE>

NOTE C - SALES TAXES AND FEES

During  the  nine  months  ended  April  30,  2005,  the Company determined that
there  is  a  liability for sales taxes and fees collected on telephone services
sold  in  prior  periods.  The  Company  originally estimated the amount of this
liability  to  be  approximately  $319,659.  During the three months ended April
30,2005,  the  Company  increased  the  accrual for this liability an additional
$135,209,  and  at  April 30, 2005 there is a total of $454,868 accrued for this
liability.  $454,868 has been charged to operations during the nine months ended
April  30,  2005.


NOTE D - NOTES PAYABLE

During  the  three  months  ended  April  30,  2005,  the Company made principle
payments  on  its Notes payable in the aggregate amount of $45,000. At April 30,
2005,  the  Company  had  outstanding  notes  payable in the principal amount of
$461,635.


NOTE E - CAPITAL STOCK

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


<PAGE>
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 April 30, 2005, 162,231 shares of ETI Preferred
Stock  were  exchanged  for 486,694 shares of common stock. At April 30, 2005, a
cumulative  total  of 1,368,993 shares of ETI Preferred Stock had been exchanged
for  4,106,980  shares  of  common  stock, and 2,900,851 shares of ETI Preferred
Stock  exchangeable  for  8,702,552 shares of common stock remained outstanding.

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

During  the  three  months  ended  April 30, 2005, the Company issued a total of
282,945  Shares  of  restricted  common  stock  in  satisfaction of subscription
agreements  in  the  aggregate  amount  of  $75,000.

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  three  months ended April 30, 2005, the Company
amortized the amount of $3,658 and at April 30, 2005, a total of $3,863 had
been  amortized.

S-8 Share Registration
----------------------

In  February  2005,  the  Company  filed  an S-8 registration statement covering
7,000,000  shares  of  the Company's common stock. During the three months ended
April  30, 2005, the Company issued 6,933,951 of these shares, and subsequent to
April  30,  2005, due to an error by our transfer agent, we issued an additional
985,000  shares,  which  was  918,951  shares in excess of the amount registered
under Form S-8. As such, the excess S-8 shares that were issued may have been in
violation  of  Section  5  of  the  Securities  Act  and  state securities laws.

In  the  event  that any of the exemptions from registration with respect to the
issuance  of  such  securities  under  the  Securities  Act and applicable state
securities  laws  were  not available, we may face exposure to claims by federal
and  state  regulators for any such violations. In addition, if any purchaser of
our  securities  were  to  prevail  in  a suit resulting from a violation of the
Securities  Act  or  applicable  state  securities  laws  with  respect  to  the
unavailability  of  such exemption, we could be liable to return the amount paid
for  such  securities  with  interest  thereon,  less  the  amount of any income
received  thereon,  upon  tender  of  such  securities,  or  for  damages if the
purchaser  no  longer owns the securities. As of the date of this Report, we are
not  aware  of  any  alleged  specific violation or the likelihood of any claim.
There  can  be  no  assurance  that litigation asserting such claims will not be
initiated,  or  that  we  would  prevail  in  any  such  litigation.

Employee Stock Option Plan
--------------------------

During  the three months ended April 30, 2005, the Company initiated an Employee
Stock  Option Plan (the "Stock Option Plan"). Pursuant to the terms of the Stock
Option  Plan,  employees of the Company are issued options to purchase shares of
common  stock  of  the Company at 85% of the market price on the day of grant of
the option. These options are exercised immediately via a "cashless conversion",
and  the  employee receives the 15% option discount which is charged to non-cash
compensation.  The Company receives cash in the amount of 85% of the sales price
of  the shares. During the three months ended April 30, 2005, the Company issued
2,165,000  shares  of  stock  pursuant  to  the  exercise  of stock options, and
received  cash  proceeds  in  the  amount  of  $169,766.

In  order  to  facilitate  the  trading  of its shares in this fashion, the
Company  has  issued 435,000 shares in anticipation of exercise of options.
These  shares are held in the Company's brokerage account, and are shown at
par  value  of $435 as "Common stock issued in advance of options exercise"
on  the  Company's  balance  sheet  at  April  30,  2005.

Common Stock Issued
-------------------

During  the  three months ended April 30, 2005, the Company issued the following
shares  of  common  stock:


<PAGE>
486,694  shares  of  unregistered  common  stock  were  issued for conversion of
162,231  shares  of preferred stock pursuant to the ETI transaction (see Note E,
above);

3,319,500  shares  of S-8 stock with a fair value of $368,825, and 60,000 shares
of  unregistered  stock  with a fair value of $15,540 were issued to consultants
for  services  performed;

2,165,000  shares  of S-8 stock with a fair value of $199,725 was issued for the
Exercise  of  employee  stock  options;

435,000  shares of S-8 stock were issued to the Company's broker in anticipation
of  stock  options exercised; these shares are shown at par value of $435 on the
Company's  balance  sheet  at  April  30,  2005;

1,014,451  shares  of  S-8  stock  with  a fair value of $112,129 were issued to
vendors for services provided;

282,945  unregistered shares of stock were issued in fulfillment of common stock
Previously  subscribed  for  an  aggregate  of  $75,000  cash;

35,000  shares  of  unregistered  common  stock with a fair value of $2,600 were
issued  as  interest  expense.


NOTE  F  -  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 $902,387 and $17,237
during  the  three  months  ended  April  30,  2005  and 2004, respectively. The
Company's  current  liabilities  exceeded its current assets by $2,449,256 as of
April 30, 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.


NOTE G - SUBSEQUENT EVENTS

Over-issuance  of  common  stock

In May 2005, due to a clerical error by our transfer agent, the company issued a
total  of  918,951  shares  of  its  common in excess of the 7,000,000 shares of
common stock registered with Form S-8 of the Securities and Exchange Commission.
The  Company  expects  to  register  additional  shares in July 2005 in order to
remedy  this  error.

In  the  event  that any of the exemptions from registration with respect to the
issuance  of  such  securities  under  the  Securities  Act and applicable state
securities  laws  were  not available, we may face exposure to claims by federal
and  state  regulators for any such violations. In addition, if any purchaser of
our  securities  were  to  prevail  in  a suit resulting from a violation of the
Securities  Act  or  applicable  state  securities  laws  with  respect  to  the
unavailability  of  such exemption, we could be liable to return the amount paid
for  such  securities  with  interest  thereon,  less  the  amount of any income
received  thereon,  upon  tender  of  such  securities,  or  for  damages if the
purchaser  no  longer owns the securities. As of the date of this Report, we are
not  aware  of  any  alleged  specific violation or the likelihood of any claim.
There  can  be  no  assurance  that litigation asserting such claims will not be
initiated,  or  that  we  would  prevail  in  any  such  litigation.


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

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.

     There  are  several  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 its 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.

MANAGEMENT'S PLAN OF OPERATIONS

GENERAL

     UC  Hub  Group  Inc  has hired Mr. David Bent, performing the duties as the
Director  of Operations. Mr. Bent comes from Warner Bros where he assisted their
international  cinema division and was the Senior V.P. of Systems and Operations
where  he  oversaw  the development, acquisition and deployment of international
cinemas  and then oversaw the management of all systems and currency issues. Mr.
Bent  is  working  as  a  fulltime  consultant  at  this  time.

     eSAFE has hired personnel, expanded sales, executed contracts and has begun
increasing it's monthly sales. These complex systems are now beginning to deploy
and  sales  are  increasing  monthly.  eSAFE's  strategic  goal is to align with
Digital  Cities,  and  to  provide  each  data  base or customer with membership
benefits.  This  in  turn will provide the Company with multiple revenue streams
and the Digital City and various NPOs with passive recurring fund raising tools.

     eSAFE,  our  key  subsidiary,  has  completed  and executed the final legal
agreement  between  First  Federal  Bank  now  called  MetaPayments  which  is a
MasterCard  and  Visa authorized issuing Bank . MetaPayments will be the issuing
bank  for  a MasterCard flagged product for eSAFE. This entry to market obstacle
is  the  bottleneck  for competitors who want to enter a marketplace quickly and
yet  can  expect  a  9  month  to  12  month entry delay. The combination of our
processor,  MasterCard  International  and  Metapayments  has  now begun and the
Company  expects  to  have  a  flagged  card  available  in  the next 60-90 days
contingent  upon  compliance  and  regulatory  approvals.

     Alice  Kong the President of eSAFE has hired Mr. Michael Sanders, as the GM
for  eSAFE. Mr. Sanders is working as a fulltime consultant at this time. He was
formerly  with  Bank of America serving in the capacity of Senior Vice President
of  all  national  sales  and  brings  a wealth of knowledge and contacts in the
community  banking  world  of  issuing  and  acquiring.

     eSAFE  has three unique revenue centers now established in its Digital City
and  affinity  program.  These  revenue  centers are merchant processing, stored
value  debit  cards,  (which  include payroll cards, gift cards, cash cards) and
Loyalty  which  is  made  up  of rebates and discounts. The combination of these
revenue  centers  with  the same data base should enhance the ROI by an order of
magnitude  and  reduce  client  acquisition.

     eSAFE  has  signed  two  new  NPO  (Non Profit Organizations) which are the
Fibromyalgia  Affinity  Group  and the Stem Cell Research group called Fight for
Life.  Both  organizations and their thousands of members will be exposed to the
eSAFE fundraising programs using the eSAFE Cash and Loyalty membership card. The
cross  promotion  through  email  blasts,  web  sites, and billboard ads will be
extensive. The Fight for Life group have put the eSAFE card and advertisement up
on  the  405 Freeway in Los Angeles, California where over 3 million drivers are
exposed  to  it.

     eSAFE recently signed the Community Foundation for the City of Victorville,
California.  They  have  become  a loading station and sales point for the eSAFE
Community fund raising program. This will be a very critical strategic sale with
time  honored  community  credibility.

     eSAFE  has  several  sales  groups now ordering cards in various increments
from  5000 cards and more. These cards when tied to the loyalty benefits network
of  over  2  million  existing  members  will begin to expand and penetrate in a
marketplace  that  has  only a pre paid debit card to offer heretofore and it is
these  members  that will begin to see the enormous benefits tied to the Loyalty
Network.

     eSAFE  has  also  signed  some  well  established  ISO  (Independent  Sales
Organizations)  who  will  be  reselling our eSAFE card and or Loyalty Programs.
These  are  well trained and established sales forces with thousands of existing
merchants  and  distribution  outlets.


<PAGE>
     eSAFE  has  added  a  Virtual  Insurance site to its Digital City financial
services  offering  and  has the link on the site today whereby one can get bids
for insurance with single and double A insurance providers and then have all the
forms  automated  with  Signature  2000  compliance and cursive online signature
capability with one's computer keyboard and mouse. It is hoped that this product
and revenue center will be a natural fit and offering to a City and to the eSAFE
card.

     eSAFE is now strategically positioned with three processors and two issuing
banks.  These  contracts  and relationships have taken 12 months to put in place
and should provide some scalability and flexibility in a rapidly expanding debit
and  loyalty  marketplace.  The  exclusivity  of  the Loyalty product in Digital
Cities  should  also  prove  to  be  a  very  strategic  choice.

     OT2 has now been presented to MasterCard International and discussions have
taken  place  whereby  the  software  may  compliment  the  existing  Municipal
government offerings they have and other such companies who have City Contracts.

     AllCom Systems had completed the necessary due diligence and submissions to
the  State  of  Nevada Contractors' Board and was approved for license under the
new  entity. The delay in contract work has now been overcome with this approval
and  there  is  a back log of interest and inquiry on the unique VoIP systems of
Altigen, as well as the systems offered by Nortel and NEC. Strategic negotiation
will  soon be completed for an alliance with a broadband carrier to provide VoIP
service  over  the  public  power  grid. This alliance has potential to generate
substantial  sales  to  nearly  400,000  residences  in rural America. This will
generate  recurring  revenues  over  the  next  ten  years.

     AllCom  Systems  will  now  begin  assisting  the key manufacturer of these
systems with a combined sales and marketing effort for larger corporate clients.
AllCom's  Los  Angeles  office  is  working  directly with AltiGen to target the
Banking  industry  as  their  next  vertical  market.

     AllCom  Systems has completed and executed a contract with the Union, IBEW,
and  will  begin  installing  the new systems the latter part of June, 2005. The
IBEW  account  put  into  place the synergies of cross company pollination. This
sale  included  components  from  three of UC Hub companies. AllCom USA services
resulting  in  $18,000  in revenues in year one and continued recurring revenues
for  long  distance service for years to come. There is a quotation on the table
for  eSafe  to provide the credit card processing for IBEW as well. This current
sale  is  one  of  six  for their offices in the Southern California market This
solidifies  AllCom  Systems' customer retention efforts by implementing evolving
technologies.

     AllCom  Systems  has  expanded  into  the  Los Angeles and greater Southern
California  area  with  a  sales  person and support staff. The Company has also
hired a new systems sales person who will assist with Las Vegas and Reno Nevada.


<PAGE>
RESULTS OF OPERATIONS

CONTINUING OPERATIONS

REVENUE

THREE  MONTHS  ENDED APRIL 30, 2005 COMPARED TO THE THREE MONTHS ENDED APRIL 30,
2004.

     Total  revenues  were at $604,450 for the three months ended April 30, 2005
compared  to  $  615,487  for the prior period, a decrease of $11,037 or 2%. The
reason  for  the  decrease  can  be  attributable to declining sales on our long
distance  segment. During the coming twelve months, the Company expects revenues
to  increase  with eSAFE sales beginning to experience good momentum, as well as
the  opening  of  the  California  marketplace  for  AllCom  Systems.

     Our gross profit for the three months ended April 30, 2005 compared to 2004
increased  to  $259,780  from  $231,188.  Gross  margin as a percentage of sales
increased to approximately 43% percent in 2005 from approximately 38% percent in
2004.  The  increase in gross profit is as a result of better margins within the
AllCom  Systems  division.  Additionally, the Company expects a decrease in SG&A
costs  and  debt  payments  and  gross  margins  to  increase  due  to  evolving
efficiencies  in  operations and strong negotiations with our wholesale vendors.

     Total  sales,  general  and  administrative expenses ("SG&A") for the three
months  ended  April  30, 2005 compared to 2004 increased by $771,701 or 316% to
$1,016,080  compared  to $244,379 in the prior period. The primary components of
SG&A  in  the current period were non-cash compensation of $431,056; payroll and
related  costs  of $171,728; accrued officer salary of $90,000; accounting costs
of  $57,004;  legal  costs  of  $50,296; consulting fees of $49,134; and rent of
$18,882. The reason for the increased SG&A was due in part to the undertaking of
several consultants this quarter resulting in an additional expense of $340,000.
During  the  coming  twelve  months,  the  Company  expects  SGA costs to shrink
considerably  due to the reduction of debt consolidation, and improved processes
and  procedures  that  we  expect  to  implement  imminently.

     Interest  expense,  net  for  the  three  months  ended  April 30, 2005 was
$10,878,  an  increase  of  $6,833  or  approximately  169% compared to interest
expense  of  $4,045  for  the  comparable  period of the prior year. The Company
expects  interest  expense  to increase marginally predicated on our outstanding
notes  payables  and  debt. However, with increases in revenue and gross margins
expected,  we  may well retire the debt prior to the term dates. For the reasons
stated above, including and not limited to the ESOP payments in a given quarter,
net  loss for the three months ended April 30, 2005 was $902,387, an increase of
$885,150 or approximately 51% compared to a net loss of $17,237 during the three
months  ended  April  30,  2004.

NINE  MONTHS  ENDED  APRIL  30, 2005 COMPARED TO THE NINE MONTHS ENDED APRIL 30,
2004.

     Total  revenues were at $2,179,204 for the nine months ended April 30, 2005
compared to $1,843,777 for the prior period, an increase of $335,427 or 18%. The
creation  of our hardware sales and installation company, AllCom Systems, helped
increase revenues in the 9 months ended April 30, 2005. Additional measures with
eSAFE  will  continue  to  increase  relative  revenues over the next 12 months.

     Our  gross profit for the nine months ended April 30, 2005 compared to 2004
increased  to  $709,891  from  $494,094.  Gross  margin as a percentage of sales
increased to approximately 33% percent in 2005 from approximately 27% percent in
2004. Our gross margin decreased marginally due to a slight increase in our cost
of  goods  sold.  Our  expectations going forward are to increase the margins by
negotiating  better  agreements  with  our wholesalers, as well as exploring the
possibility  of  raising  prices  to  our  customers.

     SG&A  expenses  were  $2,000,176  for  the nine months ended April 30, 2005
compared  to  $806,213  for the nine months ended April 30, 2004, an increase of
$1,193,963  or  approximately  148%.  The primary components of SG&A in the nine
months ended April 20, 2005 were payroll and related costs of $520,861; non-cash
compensation  of  $546,784; accrued officer salary of $187,500; accounting costs
of  $148,447;  legal costs of $117,355; consulting fees of $452,921; and rent of
$109,683.  Interest  expense,  net  for the nine months ended April 30, 2005 was
$81,845,  an  increase  of  $65,443  or  approximately 406% compared to interest
expense  of  $16,102  for  the  comparable  period  of  the  prior  year.

     For  the reasons stated above, net loss for the nine months ended April 30,
2005 was $1,860,172, an increase of $1,531,951 or approximately 467% compared to
a  net  loss  of  $328,221  during  the  nine  months  ended  April  30,  2004.

LIQUIDITY AND CAPITAL RESOURCES

     As  of  April  30,  2005,  we  had  a  deficiency  in  working  capital  of
$(2,449,256).  For  the nine months ended April 31, 2005, we incurred a net cash
flow  deficit  from  operating  activities of $(346,528) consisting primarily of
year  to date losses of $(1,860,172), adjusted for non cash expenses of $863,182
and  a  change in the components of working capital of $390,159. During the nine
months ended April 30, 2005, the Company raised a net amount of $364,266 in cash
from  financing  activities,  consisting  of $169,766 from the exercise of stock
options;  $119,500 (net of repayments) from notes and loans payable; and $75,000
of proceeds due to the sale of common stock.

     In  February 2005, the Company filed an S-8 registration statement covering
7,000,000  shares  of  the Company's common stock. During the three months ended
April  30, 2005, the Company issued 6,933,951 of these shares, and subsequent to
April  30, 2005, due to a mistake by our transfer agent, we issued an additional
985,000  shares,  which  was  918,951  shares in excess of the amount registered
under  Form  S-8.


<PAGE>
     The  Company must raise additional capital from debt or equity financing in
order to execute our business plan. Management believes that such financing will
be  available as a result of an executed contract, though there is absolutely no
assurance  that  this  will be the case. Should the Company not be 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,  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.

CRITICAL ACCOUNTING POLICIES

     The preparation of our consolidated financial statements in conformity with
accounting  principles  generally  accepted  in the United States requires us to
make  estimates  and  judgments  that  affect  our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We  base  our  estimates  and  judgments on historical experience and on various
other  assumptions  we  believe to be reasonable under the circumstances. Future
events,  however,  may  differ  markedly  from  our  current  expectations  and
assumptions.  While  there  are  a  number  of  significant  accounting policies
affecting  our  consolidated  financial  statements,  we  believe  the following
critical  accounting  policy  involve the most complex, difficult and subjective
estimates  and  judgments.

STOCK-BASED COMPENSATION

     In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation  -  Transition and Disclosure. This statement amends SFAS No. 123 -
Accounting  for  Stock-Based  Compensation,  providing  alternative  methods  of
voluntarily  transitioning  to  the fair market value based method of accounting
for  stock  based employee compensation. FAS 148 also requires disclosure of the
method  used  to account for stock-based employee compensation and the effect of
the  method  in both the annual and interim financial statements. The provisions
of  this  statement related to transition methods are effective for fiscal years
ending  after  December  15,  2002,  while  provisions  related  to  disclosure
requirements  are  effective  in financial reports for interim periods beginning
after  December  31,  2002.

     We  elected to continue to account for stock-based compensation plans using
the  intrinsic  value-based  method  of  accounting  prescribed  by  APB No. 25,
"Accounting  for Stock Issued to Employees," and related interpretations.  Under
the provisions of APB No. 25, compensation expense is measured at the grant date
for  the  difference between the fair value of the stock and the exercise price.

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 options, restricted stock plans, performance-based equity 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
December  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.


RECENT ACCOUNTING PRONOUNCEMENTS

In  May  2005 the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion
No. 20 and FASB Statement No. 3." SFAS 154 requires retrospective application to
prior  periods' financial statements for changes in accounting principle, unless
it  is  impracticable  to  determine  either  the period-specific effects or the
cumulative  effect  of  the  change.  SFAS  154 also requires that retrospective
application of a change in accounting principle be limited to the direct effects
of  the  change. Indirect effects of a change in accounting principle, such as a
change in non-discretionary profit-sharing payments resulting from an accounting
change,  should  be  recognized in the period of the accounting change. SFAS 154
also  requires  that a change in depreciation, amortization, or depletion method
for  long-lived, non-financial assets be accounted for as a change in accounting
estimate effected by a change in accounting principle. SFAS 154 is effective for
accounting  changes  and  corrections  of  errors made in fiscal years beginning
after  December 15, 2005. Early adoption is permitted for accounting changes and
corrections  of  errors  made  in  fiscal  years  beginning  after the date this
Statement  is  issued.  The Company does not expect the adoption of this SFAS to
have  a  material  impact  on  its  consolidated  financial position, results of
operations  or  cash  flows.

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, "Accounting for
Conditional  Asset  Retirement  Obligations, an interpretation of FASB Statement
No.  143,"  which requires an entity to recognize a liability for the fair value
of  a  conditional  asset retirement obligation when incurred if the liability's
fair  value  can  be  reasonably estimated. The Company is required to adopt the
provisions  of FIN 47 no later than the end of its fiscal 2005. The Company does
not  expect the adoption of this Interpretation to have a material impact on its
consolidated  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 options, restricted stock plans, performance-based equity 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
December  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


<PAGE>
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
second  quarter  of  fiscal  year  2006  and  thereafter.

OFF-BALANCE  SHEET  ARRANGEMENTS.

          We do not have any off-balance sheet arrangements.


<PAGE>
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.

Larry  Wilcox,  our  Chief executive and Chief Financial Officer , has evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-14(c)  and  15d-14(c)  under  the  Securities  Exchange Act of 1934) as they
existed  at  April 20, 2005 Based on his evaluation, our Chief Executive Officer
and  Chief  Financial  Officer  concluded  that  our  disclosure  controls  and
procedures  need improvement and were not adequately effective as April 30, 2005
to  ensure  timely  reporting  with  the Securities and Exchange Commission. Our
management  is  in  the  process of identifying deficiencies with respect to our
disclosure  controls  and procedures and implementing corrective measures, which
includes  the  establishment  of  new  internal  policies  related  to financial
reporting.

Changes in Internal Control over Financial Reporting

     As  required  by Rule 13a-15(d), the Company's Chairman and Chief Financial
Officer,  also  conducted  an evaluation of the Company's internal controls over
financial  reporting to determine whether any changes occurred during the fourth
fiscal  quarter  that  have  materially  affected,  or  are reasonably likely to
materially  affect,  the  Company's  internal  control over financial reporting.
During  the  preparation of the Company's financial statements as of and for the
quarter  ended April 30, 2005, the Company has concluded that the current system
of  disclosure controls and procedures was not effective because of the internal
control weaknesses identified below. As a result of this conclusion, the Company
has  initiated  the  changes  in  internal control, to the extent possible given
limitations in financial and manpower resources, also described below. It should
be  noted  that  any system of controls, however well designed and operated, can
provide  only reasonable, and not absolute, assurance that the objectives of the
system  will  be  met. In addition, the design of any control system is based in
part upon certain assumptions about the likelihood of future events.

Lack of Adequate Accounting Staff

     Due  to limitations in financial and management resources, the Company does
not  have  adequate  accounting  staff.  As  a result, the Company took steps to
address  its  understaffed  Finance and Accounting team to correct this material
weakness. The Company engaged an independent contractor with extensive CFO-level
management  and SEC reporting experience in public companies. The Company feel's
this  addition  to  the  Company's  Finance and Accounting team will improve the
quality of future period financial reporting.


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     Please  see  our  Quarterly  Report  on  Form  10-QSB for the quarter ended
January  31,  2005,  filed  with  the  Commission  on  March  25,  2005.

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

During  the three months ended April 30, 2005, the Company issued 486,694 shares
of unregistered common stock pursuant to the conversion of convertible preferred
stock.  Also  during  the  three months ended April 30, 2005, the Company issued
60,000 shares of unregistered common stock to a consultant for compensation. The
company  also  issued  282,945  shares  of  unregistered common stock previously
subscribed  for  $75,000  cash.  The  Company  also  issued  35,000  shares  of
unregistered  common  stock  as  interest  expense  on  notes  payable.

In  addition,  during the three months ended April 30, 2005, due to a mistake by
our  transfer  agent,  the  Company issued to_ consultants 918,951 shares of our
common  stock  in  excess of the number of shares we had registered under an S-8
registration  statement  which  had  a  value  of approximately $73,000. The net
effect  is  that  the  918,951  shares  were unregistered shares. None. With the
exception  of  the  918,951 shares discussed above, the shares we issued were in
reliance  upon  an  exemption  from registration pursuant to Section 4(2) of the
Securities  Act.  All  of  the  investors  took  their securities 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. All
certificates  issued  other  that  those  representing  the  918,951 shares bear
legends  restricting  the resale of the shares. The certificates for the 918,951
shares  did  not  contain  any  such  restrictive  legends.

Moreover,  there  was no general solicitation or advertising for the purchase of
any  of  our  shares,  including the shares inadvertently issued by our transfer
agent.  Our  securities  were  sold  only  to  persons with whom we had a direct
personal  preexisting  relationship,  and after a thorough discussion.  Finally,
other  than  with  respect to the 918,951 shares in question, our stock transfer
agent  was 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.

We  did  not  learn  about  the  mistake  of  our transfer agent until after the
issuance  of  the  subject  918,951  shares.  Nonetheless,  the issuances of the
shares  may  have been in violation of Section 5 of the Securities Act and state
securities laws.  In the event that any of the exemptions from registration with
respect  to  the  issuance  of  such  securities  under  the  Securities Act and
applicable  state  securities  laws  were not available, we may face exposure to
claims by federal and state regulators for any such violations.  In addition, if
any  purchaser  of  our  securities  were  to prevail in a suit resulting from a
violation of the Securities Act or applicable state securities laws with respect
to the unavailability of such exemption, we could be liable to return the amount
paid  for  such  securities with interest thereon, less the amount of any income
received  thereon,  upon  tender  of  such  securities,  or  for  damages if the
purchaser  no longer owns the securities.  As of the date of this report, we are
not  aware  of  any  alleged  specific violation or the likelihood of any claim.
There  can  be  no  assurance  that litigation asserting such claims will not be
initiated,  or  that  we  would  prevail  in  any  such  litigation.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None.

ITEM 5. OTHER INFORMATION.

     None.


<PAGE>
<TABLE>
<CAPTION>
ITEM 6.  EXHIBITS.

EXHIBIT NO.                                IDENTIFICATION OF EXHIBIT
<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.
   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."
   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.
   10.3*     Employment Agreement dated as of February 1, 2003 with John Cheney.
   10.4*     Standard Office Lease dated November 27, 2001, by and between Arden Realty Limited Partnership
             and AllCom USA, Inc.
   10.5*     Amendment to the Standard Office Lease, dated May 22, 2002.
   10.6*     UC HUB Group, Inc. 2003 Stock Plan.
   10.7*     Form of Assignment of intellectual property, dated March 14, 2002.
   10.8*     Promissory Note in the principal amount of $35,000.00, dated April 4, 2002 in favor of
             Buck Kumphausen.
   10.9*     Promissory Note in the principal amount of $75,000.00, dated April 5, 2004 in favor of Alice Kong.
   10.10*    Promissory Note in the principal amount of $65,000.00, dated August 2, 2004 in favor of Keith Webb
             and John Arnone.
   10.11*    Promissory Note in the principal amount of $25,000.00, dated September 17, 2004 in favor of
             William A. Mueller.
   10.12*    Promissory Note in the principal amount of $50,000.00, dated October 9, 2004 in favor of
             Bonnie K. Farnsworth.
   10.13*    Promissory Note in the principal amount of $50,000.00, dated December 30, 2004 in favor of
             Bonnie Farnsworth.
   10.14*    Binding Deal Memorandum between UC Hub Group, Inc. and eCelerity, dated May 20, 2004.
   10.15*    Deal Memorandum between National Merchant Center and eSAFE, Inc., dated October 15, 2004
   10.16*    Binding Deal Memorandum between UC Hub Group, Inc. and Integrated Communications, dated
             August 12, 2004, effective as of August 21, 2004.
   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.
   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.
   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>
__________
**   Filed herewith.
*    Previously Filed

                                   SIGNATURES

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

                                     UC HUB Group, Inc.

     Dated June 22, 2005.
                                     By /s/ Larry Wilcox
                                       ----------------------------
                                       Larry WIlcox, Chief Executive Officer
                                       and Chief Financial Officer


<PAGE>