UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549







FORM 10 - Q







[mark one]

•

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



•

For the quarterly period ended: April 30, 2010



*

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



*

For the transition period



Commission File Number 001-15665







UC HUB Group, Inc.

(Exact name of registrant as specified in its charter)



NEVADA

(State or other jurisdiction of incorporation or organization)



88-0389393

(I.R.S. Employer Identification No.)



10 Appaloosa Lane, West Hills, Ca 91307

(Address of principal executive offices including Zip Code)



(800) 278-8870

(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: 62,267,804 shares of common stock, $.001 par value per share, as of April 30, 2010.



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









QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS ENDED APRIL 30, 2010

TABLE OF CONTENTS



UC HUB GROUP, INC.



Index



|                              |                                                                                                      |     
|----------------------------- | ---------------------------------------------------------------------------------------------------- | ----
|                              |                                                                                                      | Page
|                              |                                                                                                      |     
|PART I. FINANCIAL INFORMATION |                                                                                                     
|                              |                                                                                                     
|Item 1.                       | Financial Statements                                                                                 |     
|                              |                                                                                                      |     
|                              | Consolidated Balance Sheet as of April 30, 2010 (unaudited)                                          | 3   
|                              |                                                                                                      |     
|                              | Consolidated Statement of Operations for the three months ended April 30, 2010 and 2009 (unaudited)  | 4   
|                              |                                                                                                      |     
|                              | Consolidated Statements of Cash Flows for the three months ended April 30, 2010 and 2009 (unaudited) | 5   
|                              |                                                                                                      |     
|                              | Notes to Consolidated Financial Statements (unaudited)                                               | 6-15
|                              |                                                                                                      |     
|Item 2                        | Managements Discussion and Analysis of Financial Condition and Results of Operations                | 16  
|Item 3                        | Quantitative and Qualitative Disclosures about Market Risk                                           | 19  
|Item 4                        | Controls and Procedures                                                                              | 19  
|                              | PART II. OTHER INFORMATION                                                                           | 20  
|Item 1                        | Legal Proceedings                                                                                    | 20  
|Item 2                        | Unregistered Sales of Equity Securities and Use of Proceeds                                          | 20  
|Item 3                        | Defaults Upon Senior Securities                                                                      | 20  
|Item 4                        | Submission of Matter to a Vote of Security Holders                                                   | 20  
|Item 5                        | Other Information                                                                                    | 20  
|Item 6                        | Exhibits                                                                                             | 20  
|                              | Signatures                                                                                           | 21  
|                              |                                                                                                      |     



2







PART I. FINANCIAL INFORMATION

|        |                     
|------- | --------------------
|Item 1. | Financial Statements

UC HUB Group, Inc. & Subsidiaries

Consolidated Balance Sheet

for the Quarter Ended April 30, 2010



|                                                                                                                                               |   |           |   |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------- | - | --------- | - | --------- | 
|                                                                                                                                               |   | April 30  |   | July 31   | 
|                                                                                                                                               |   | 2010      |   | 2009      | 
|ASSETS                                                                                                                                         |   |           |   |           | 
|                                                                                                                                               |   |           |   |           | 
|CURRENT ASSETS                                                                                                                                 |   |           |   |           | 
|Cash and cash equivalents                                                                                                                      | $ | 81,694    | $ | (156)     | 
|Gem Stones                                                                                                                                     |   | 30,000    |   | 0         | 
|Loans Receivable                                                                                                                               | $ | 30,200    | $ | 30,000    | 
|Total Current Assets                                                                                                                           | $ | 141,894   | $ | (29,844)  | 
|                                                                                                                                               |   |           |   |           | 
|FIXED ASSETS                                                                                                                                   |   |           |   |           | 
|Accumulated depreciation of ($49,934)                                                                                                          |   | (49,934)  |   | (49,289)  | 
|Mining Equipment                                                                                                                               |   | 85,361    |   | 22,861    | 
|Computers and Equipment                                                                                                                        |   | 46,352    |   | 45,107    | 
|Furniture and equipment                                                                                                                        |   | 5,493     |   | 5,493     | 
|Total Fixed Assets                                                                                                                             |   | 87,271    |   | 24,171    | 
|Total Assets                                                                                                                                   |   | 229,166   |   | 54,015    | 
|                                                                                                                                               |   |           |   |           | 
|LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                                                                                        |   |           |   |           | 
|                                                                                                                                               |   |           |   |           | 
|CURRENT LIABILITIES                                                                                                                            |   |           |   |           | 
|Accounts payable                                                                                                                               |   | 613,823   |   | 599,553   | 
|Accrued Officer Salary                                                                                                                         |   | 1,070,700 |   | 1,063,500 | 
|Notes Payable                                                                                                                                  |   | 1,305,949 |   | 1,359,731 | 
|Accrued Interest Payable                                                                                                                       |   | 72,001    |   | 72,001    | 
|Total Current Liabilities                                                                                                                      |   | 3,062,473 |   | 3,094,786 | 
|                                                                                                                                               |   |           |   |           | 
|LONG TERM LIABILITIES                                                                                                                          |   |           |   |           | 
|Convertible Debenture                                                                                                                          |   | 718,000   |   | 868,000   | 
|Investments                                                                                                                                    |   | 228,500   |   |           | 
|Long term payables                                                                                                                             |   | 505,738   |   | 495,738   | 
|Total Long Term Liabilities                                                                                                                    |   | 1,452,238 |   | 1,363,738 | 
|Total Liabilities                                                                                                                              |   | 4,514,712 |   | 4,458,524 | 
|                                                                                                                                               |   |           |   |           | 
|Stockholders' (deficit)                                                                                                                        |   |           |   |           | 
|Convertible Preferred stock, 10,000,000 shares authorized, .001 par value per share; 4,292,292 shares issued and outstanding at April 30, 2010 |   | 4,733     |   | 4,292     | 
|                                                                                                                                               |   |           |   |           | 
|Common stock, .001 par value 500,000,000 shares authorized, 62,267,804 shares issued and outstanding at April 30, 2010                         |   | 1,017,115 |   | 240,818   | 





|                                              |   |              |   |              | 
|--------------------------------------------- | - | ------------ | - | ------------ | 
|Additional paid-in capital                    |   | 15,795,414   |   | 16,005,652   | 
|Accumulated (deficit)                         |   | (20,654,270) |   | (20,121,512) | 
|                                              |   |              |   |              | 
|Total stockholder's (deficit)                 |   | (4,285,546)  |   | (4,404,508)  | 
|                                              |   |              |   |              | 
|Total liabilities and stockholders' (deficit) | $ | 229,166      | $ | 54,015       | 



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

3







UC HUB Group, Inc. & Subsidiaries

Consolidated Statement of Operations

for the Quarter Ended April 30, 2010

(3 Months Unaudited)



Three Months Ended

April 30

|                                                |   |              |  |  |      |               | 
|----------------------------------------------- | - | ------------ |  |  | ---- | ------------- | 
|                                                |   | 2010         |  |  | 2009 |              
|                                                |   |              |  |  |      |              
|Revenues                                        | $ | 0            |  |  | $    | 0             | 
|                                                |   |              |  |  |      |               | 
|Cost of Sales                                   | $ | -            |  |  | $    | 3,902         | 
|                                                |   |              |  |  |      |               | 
|Gross Profit                                    | $ | 0            |  |  | $    | 0             | 
|                                                |   |              |  |  |      |               | 
|Mining Expenses                                 |   | 51,168       |  |  |      |               | 
|Selling, general, and administrative expenses   | $ | 101,509      |  |  | $    | 79,318        | 
|                                                |   |              |  |  |      |               | 
|Total operating expenses                        | $ | 152,677      |  |  | $    | 75,973        | 
|                                                |   |              |  |  |      |               | 
|Loss before other income and expense            | $ | (152,677)    |  |  | $    | (83,220)      | 
|                                                |   |              |  |  |      |               | 
|Income (loss) before income taxes               | $ | (152,677)    |  |  | $    | (83,220)      | 
|                                                |   |              |  |  |      |               | 
|Other Income                                    |   | 0            |  |  |      |               | 
|                                                |   |              |  |  |      |               | 
|Income tax benefit                              | $ | 0            |  |  | $    | 0             | 
|                                                |   |              |  |  |      |               | 
|Net Loss                                        | $ | (152,677)    |  |  | $    | (83,220)      | 
|                                                |   |              |  |  |      |               | 
|NET LOSS PER COMMON SHARE                       |   |              |  |  |      |               | 
|Profit (Loss) from operations                   |   |              |  |  |      |               | 
|Loss from discontinued operations               |   |              |  |  |      |               | 
|Net loss                                        | $ | (.002)       |  |  | $    | (.0003)       | 
|                                                |   |              |  |  |      |               | 
|PER SHARE INFORMATION - BASIC AND FULLY DILUTED |   |              |  |  |      |               | 
|Weighted average shares outstanding             |   | : 62,267,804 |  |  |      | : 240,617,803 | 



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



4







UC HUB Group, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

for the Quarter Ended April 30, 2010

(3 Months Unaudited)



Three Months Ended

April 30

|                                                                                |   |           |   |  |      |          |  | 
|------------------------------------------------------------------------------- | - | --------- | - |  | ---- | -------- |  | 
|                                                                                |   | 2010      |   |  | 2009 |          | 
|                                                                                |   |           |   |  |      |          | 
|OPERATING ACTIVITIES                                                            |   |           |   |  |      |          |  | 
|Net (loss)                                                                      | $ | (206,464) | ) |  | $    | (83,220) |  | 
|Adjustments to reconcile net (loss) to net cash (used in) operating activities: |   |           |   |  |      |          |  | 
|Changes in:                                                                     |   |           |   |  |      |          |  | 
|Loans receivable                                                                |   | (200)     |   |  |      |          |  | 
|Other current assets                                                            |   |           |   |  |      |          |  | 
|Loans Payable                                                                   |   | (5,496)   |   |  |      | (24,864) |  | 
|Accounts payable                                                                |   | -         | ) |  |      | -        |  | 
|Accrued Salary                                                                  |   | (40,300)  |   |  |      | (45,000) |  | 
|Net cash (used in) operating activities                                         |   | (198,674) | ) |  |      | (13,356) |  | 
|                                                                                |   |           |   |  |      |          |  | 
|INVESTING ACTIVITIES                                                            |   |           |   |  |      |          |  | 
|Acquisition of Mining Equipment                                                 |   | (44,600)  |   |  |      |          |  | 
|Gem Stones                                                                      |   | (30,000)  |   |  |      |          |  | 
|Computers and Equipment                                                         |   | (600)     |   |  |      | (1,098)  |  | 
|Net cash (used in) investing activities                                         |   | (75,200)  |   |  |      | (1,098)  |  | 
|                                                                                |   |           |   |  |      |          |  | 
|FINANCING ACTIVITIES                                                            |   |           |   |  |      |          |  | 
|Convertible Debentures                                                          |   | (100,000) |   |  |      | -        |  | 
|Investments                                                                     |   | 20,000    |   |  |      | -        |  | 
|Capital Stock                                                                   |   | 453,000   |   |  |      | 20,0000  |  | 
|Net cash provided by financing activities                                       |   | 373,000   |   |  |      | 20,000   |  | 
|                                                                                |   |           |   |  |      |          |  | 
|Net increase (decrease) in cash                                                 |   | 99,126    | ) |  |      | 5,545    |  | 
|                                                                                |   |           |   |  |      |          |  | 
|CASH AT BEGINNING OF QUARTER                                                    |   | (17,432)  |   |  |      | 16,643   |  | 
|                                                                                |   |           |   |  |      |          |  | 
|CASH AT END OF QUARTER                                                          | $ | 81,694    |   |  | $    | 22,1887  |  | 



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

5



UC HUB GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)





NOTE A - SUMMARY OF ACCOUNTING POLICIES



A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.



BUSINESS AND BASIS OF PRESENTATION



UC Hub Group Inc. ("Company" or "UC Hub") was originally formed on February 22, 1999 under the laws of the State of California and subsequently became a Nevada Corporation through a California Public Hearing.



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

UC HUB Group Inc is in the mineral resource business and the oil and gas business. This business generally consists of three stages: exploration, development and production. Mineral resource companies that are in the exploration stage have not yet found mineral resources in commercially exploitable quantities and are engaged in exploring land in an effort to discover them. Mineral resource companies that have located a mineral resource in commercially exploitable quantities and are preparing to extract that resource are in the development stage, while those engaged in the extraction of a known mineral resource are in the production stage. Our company is in the development state as we have identified commercial sapphires and gold and existing oil properties that are currently  pumping oil. The oil and gas business is a Joint Venture with Rector Drilling of Crawford County Illinois.  Our current mineral properties consist of sapphires and gold and garnets and iron ore in the leased areas of Helena, Montana.



LIQUIDITY



As shown in the accompanying financial statements, the Company incurred a net loss of $152,677 and $83,220 during the three months ended April 30, 2010 and 2009, respectively. The Company's current liabilities exceeded its current assets by $ 2,920,579 as of April 30, 2010 (see Note B).



ESTIMATES



The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.



F-6





UC HUB GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)





REVENUE RECOGNITION





The Company recognizes revenue when earned in accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101").



On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition. The staff updated and revised the existing revenue recognition in Topic 13, Revenue Recognition, to make its interpretive guidance consistent with current accounting guidance, principally EITF Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables." Also, SAB 104 incorporates portions of the Revenue Recognition in Financial Statements - Frequently Asked Questions and Answers document that the SEC staff considered relevant and rescinds the remainder. The company's revenue recognition policies are consistent with this guidance; therefore, this guidance will not have an immediate impact on the company's consolidated financial statements.



CASH EQUIVALENTS



The Company considers cash on hand, deposits in banks, and short-term investments purchased with an original maturity date of three months or less to be cash and cash equivalents. The carrying amounts reflected in the balance sheets for cash and cash equivalents approximate the fair values due to short maturities of these instruments.



INCOME TAXES



The Company has adopted Financial Accounting Standard No. 109 (SFAS 109) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.



F-7



UC HUB GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



RECLASSIFICATIONS



Certain reclassifications have been made in prior years' financial statements to conform to classifications used in the current year.



PROPERTY AND EQUIPMENT



Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using straight-line methods over the estimated useful lives of the assets, principally three to five years, or the term of the lease, if shorter, for leasehold improvements.



IMPAIRMENT OF LONG-LIVED ASSETS



The Company has adopted Statement of Financial Accounting Standards No. 144 (SFAS 144). The Statement requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount



of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undercounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. SFAS No. 144 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.



COMPREHENSIVE INCOME



Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income," establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company does not have any items of comprehensive income in any of the periods presented.



SEGMENT INFORMATION



The Company adopted Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information ("SFAS 131"). SFAS establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. SFAS 131 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions how to allocate resources and assess performance. The information disclosed herein, materially represents all of the financial information related to the Company's principal operating segment.



F-8



UC HUB GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



NET LOSS PER SHARE



The Company has adopted Statement of Financial Accounting Standard No. 128, "Earnings Per Share," specifying the computation, presentation and disclosure requirements of earnings per share information. Basic earnings per share have been calculated based upon the weighted average number of common shares outstanding. Stock options and warrants have been excluded as common stock equivalents in the diluted earnings per share because they are either anti-dilutive, or their effect is not material.



STOCK BASED COMPENSATION

The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees", and related interpretations, in accounting for its stock option plans. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation", established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No.123, the Company has elected to continue to apply



the intrinsic value-based method of accounting described above, and has adopted the disclosure requirements of SFAS No. 123 which are included in Note 17. The Company has also adopted the annual disclosure provisions of SFAS No. 148 in its financial reports for the quarter ended April 30, 2010.



Had compensation cost for the Plans been determined based on the fair value at the grant dates consistent with the method of SFAS 123, the Company's net loss and net loss per common and common equivalent share for the quarters ended April 30, 2010 and 2009 would have been increased to the pro forma amounts indicated below:



|                                             |  |           |           |       |  |          | 
|-------------------------------------------- |  | --------- | --------- | ----- |  | -------- | 
|                                             |  | April 30, |          
|                                             |  | 2,010     |           | 2,009 | 
|Net Loss, as reported                        |  |           | (152,677) |       |  | (83,220) | 
|Add: Total stock based employee compensation |  |           |           |       |  |          | 
|compensation expense determined under fair   |  |           |           |       |  |          | 
|market value based method for all awards     |  |           | -         |       |  | -        | 
|                                             |  |           |           |       |  |          | 
|Pro forma net loss                           |  |           | (152,677) |       |  | (83,220) | 
|                                             |  |           |           |       |  |          | 
|Earnings per share:                          |  |           |           |       |  |          | 
|Basic and diluted loss per share:            |  |           |           |       |  |          | 
|                                             |  |           |           |       |  |          | 
|As reported                                  |  |           | (0.002)   |       |  | (0.003)  | 
|                                             |  |           |           |       |  |          | 
|Pro forma                                    |  |           | (0.004)   |       |  | (0.003)  | 



In accordance with EITF 96-18 the measurement date to determine fair value was the date at which a commitment for performance by the counter party to earn the equity instrument was reached. The Company valued the shares issued for consulting services at the rate which represents the fair value of the services received which did not differ materially from the value of the stock issued.



F-9



UC HUB GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

CONCENTRATIONS OF CREDIT RISK



Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company periodically reviews its trade receivables in determining its allowance for doubtful accounts. The allowance for doubtful accounts was $0 as of April 30, 2010.



ADVERTISING



The Company follows a policy of charging the costs of advertising to expenses incurred. The Company incurred no advertising during the quarter ended April 30, 201.



NEW ACCOUNTING PRONOUNCEMENTS







In May 2009, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification Topic No. 855, Subsequent Events. This guidance establishes general standards of accounting for and, disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It sets forth (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity

should recognize events or transactions occurring after the balance sheet date in its financial statements and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The guidance is effective for interim or annual financial periods ending after June 15, 2009 and was adopted with no material effect on the Company's statement of financial condition or results of operations.



In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162" (SFAS 168").  Under SFAS 168, the FASB Accounting Standards Codification (Codification) will become the sole source of authoritative U.S. GAAP to be applied by non-governmental entities.  SFAS 168 is effective for the financial statements issued for interim and annual periods ending after September 15, 2009.  The adoption will have no material impact on the Companys financial statements but will require that interim and annual filings include references to the Codification.



In June 2009, the FASB issued Accounting Standards Codification Topic No. 105-10, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles ("ASC 105-10"). This guidance establishes the FASB Accounting Standards Codification (the "Codification") as the source of authoritative accounting principles  recognized by the FASB to be applied by nongovernmental entities in  the preparation of financial statements in conformity with U.S. GAAP.  Rules and interpretive releases of the SEC under authority of federal  securities laws are also sources of authoritative U.S. GAAP for SEC  registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing

non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates ("ASUs"). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the basis for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.



In October 2009, the FASB issued Accounting Standards Codification Topic No. 605, Multiple-Deliverable Revenue Arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable and expands the disclosures required for multiple-deliverable revenue arrangements. This guidance is effective for revenue arrangements that are entered into or are materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its results of operations and financial position.





NOTE B - 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 during the Quarters ended April 30, 2010 and 2009, the Company incurred losses of ($152,677) and ($83,220) respectively. In addition, the Company has a stockholder's deficit of (4,258,546). 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. Management is devoting substantially all of its efforts to becoming a public entity so that capital financing may be achieved. 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 C  MARKETABLE SECURITIES



None



F-11





UC HUB GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)





NOTE D - PROPERTY AND EQUIPMENT



Property and equipment at April 30, 2010 consists of the following:



|                         |  |  |         
|------------------------ |  |  | --------
|Accumulated depreciation |  |  | (49,934)
|Computers and Equipment  |  |  | 46,352  
|Mining Equipment         |  |  | 85,361  
|Furniture and Equipment  |  |  | 5,493   
|Property and Equipment   |  |  | 87,271  



NOTE E - INCOME TAXES



The Company has adopted Financial Accounting Standard No. 109 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.



At April 30, 2010, the Company has available for federal income tax purposes a net operating loss carry-forward of approximately that may be used to offset future taxable income. In the opinion of management, it is more likely than not that the benefits will not be realized based upon the earnings history of the Company.



NOTE F - LOSSES PER SHARE



The following table presents the computation of basic and diluted losses per share:

|                                              |   |          
|--------------------------------------------- | - | ---------
|Gross Profit                                  |   | 0        
|Mining Expenses                               |   | (51,168) 
|Selling, general, and administrative expenses | $ | (101,509)





|                                            |  |          
|------------------------------------------- |  | ---------
|Total operating expenses                    |  | (152,677)
|                                            |  |          
|Loss before other income and expense        |  | (152,677)
|                                            |  |          
|Other income (expense)                      |  | -        
|Other Income                                |  | -        
|Net other Income (loss) before income taxes |  | (152,677)
|                                            |  |          
|Income tax benefit                          |  | -        
|                                            |  |          
|Net Loss                                    |  | (152,677)
|                                            |  |          
|NET LOSS PER COMMON SHARE                   |  | (.002)   



F-12





UC HUB GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



NOTE G - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES



Accounts payable and accrued liabilities at April 30, 2010 are as follows:

|                          |  |  |          
|------------------------- |  |  | ---------
|                          |  |  |          
|Accounts payable          |  |  | 613,823  
|Accrued Officer Salary    |  |  | 1,070,700
|Accrued Interest Payable  |  |  | 72,001   
|Loans payable             |  |  | 1,305,949
|TOTAL CURRENT LIABILITIES |  |  | 3,062,473

NOTE H - NOTES PAYABLE



Promissory Notes payable



|                            |  |  |          
|--------------------------- |  |  | ---------
|Convertible Debenture       |  |  | 718,000  
|Investments                 |  |  | 228,500  
|Notes payable               |  |  | 505,738  
|TOTAL LONG TERM LIABILITIES |  |  | 1,452,238





Other notes payable



Pursuant to a Securities Purchase Agreement, dated as of June 6, 2007 (the "Securities Purchase Agreement"), UC Hub Group Inc. (the "Company") 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 Company 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 Company'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 Company 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 the event that the Company breaches any representation or warranty in the Securities Purchase Agreement, the outstanding principal amount of the Debenture, 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). In connection with the sale of the Debenture, the Company also issued (i) a warrant to purchase 7,560,000 shares of the Company'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 Company's common stock at a purchase price of $.05 per share, subject to adjustment as provided in the warrant, and 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 Company 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 Company 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 Company 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. The Company is required to file a registration statement with the Securities and Exchange Commission within 30 days of Closing Date (as defined in the Securities Purchase Agreement), which will include 150% of the common stock underlying the Debenture, and the warrant, any additional shares issuable in connection with any anti-dilution provisions in the note or the warrants and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.



Pursuant to a separate Securities Purchase Agreement, dated as of February 16, 2007 (the "Securities Purchase Agreement"), UC Hub Group Inc. (the "Company") 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 Company 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.

F-13



UC HUB GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



The holder of the Debentures and the warrants many not to convert the Debentures or exercise their warrants and receive shares of the Company'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 Company, 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 I - CAPITAL STOCK



CONVERTIBLE PREFERRED STOCK



The Company is authorized to issue 10,000,000 shares of cumulative preferred stock, par value .001 per share. The preferred shares are convertible to common stock at a current ratio of 3:1. At April 30, 2010 there were 4,292,291 shares of preferred stock issued and outstanding.



COMMON STOCK



The Company is authorized to issue 500,000,000 shares of common stock, par value .001 per share. At the three months ended April 30, 2010 there were 62,267,804 shares of common stock issued and outstanding.



NOTE J - COMMITMENTS AND CONTINGENCIES



LEASE COMMITMENTS



The Company does not lease any office space; it uses space provided by its Chief Executive.



EMPLOYMENT AND CONSULTING AGREEMENTS



The Company has entered into an employment agreement with its Chief Executive Officer:



F-14







UC HUB GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Employment Agreement dated as of February 1, 2004 with Larry Wilcox as president and chief executive officer. The term of the agreement is for three years with an automatic extension beginning on the third anniversary of the agreement, and continuing every third anniversary, unless either party notifies the other in writing more than 90 days prior to the extension date that the agreement is no longer to be extended. The Agreement provides that Mr. Wilcox may devote time to the entertainment business including Wilcox Productions and affiliates, if the Company is unable to pay his sal

a

ry and so long as he continues to completely and adequately perform his duties pursuant to all factors in the agreement.  Mr. Wilcox will receive a salary of $360,000 per year, plus incentive bonuses and stock options for 1,500,000 shares of our common stock exercisable at $0.16 per share under our 2003 Stock Option Plan. Mr. Wilcox is also subject to a non-competition agreement. NOTE: The 1,500,000 options granted Mr. Wilcox were cancelled on 5/25/2005and replaced with a grant by the board of directors of 6,585,000 options at a $.06 strike price.



The Company has consulting agreements with outside contractors, certain of whom are also Company stockholders. The Agreements are for various terms, some renewable automatically from period to period unless either the Company or Consultant terminates such engagement by written notice.



NOTE L - SETTLEMENT OF LITIGATION





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



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., UC Hub 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.





NOTE M - SUBSEQUENT EVENTS



The Company is looking forward in 2010 to an increase in oil production, therefore, an increase in revenue from the 5-6 wells that have recently been refurbished in the month of June 2010.  As the pumps continue to produce a consistent volume from these various wells the Company anticipates an increase in existing revenue while working on expansion through additional mergers and acquisitions in this energy sector.  The Company is in discussions with several groups regarding the merger and acquisition of their wells and the license of certain technologies.  The Company is now poised for growth.



The Gold and Sapphire industry are attracting possible strategic partners. The Company has been offered a substantial sum of money for rough sapphire and or gold inventory and is currently exploring its options for sales. The Company also has negotiated some seven figure advances and pre buys with Asian Groups for Gold and Sapphires and anticipates closing those advances and contract in June of 2010.



The Merger and Acquisition potential in the mining sector are significant and discussions have been initiated regarding mergers and acquisitions.



In general the Company will continue to stay focused on these core industries which we believe will ultimately be reflected in revenue growth.



F-15







Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



Forward Looking Statement Notice



Certain statements made in this Quarterly Report on Form 10-Q are forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Acquired Sales Corp. (we, us, our or the Company) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.



The Company is presently operating as a mining and oil and gas Company focused on developing mining leases and oil and gas leases. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through the development of our mining and oil and gas business.



Results of Operations



For the three months ending April 30, 2010, the Company had no revenues and incurred expenses of $152,677, of which $101,509 were general and administrative expenses and $51,168 directly related to its mining operations.



Liquidity and Capital Resources



As of April 30, 2010, the Company had assets equal to $229,166 comprised of cash, furniture and equipment and mining equipment. The Company had current liabilities of $3,062,473 as of April 30, 2010 and total liabilities of $4,514,712.



16







The following is a summary of the Company's cash flows from operating, investing, and financing activities:



For the Period from October 31, 2009 through April 30, 2010.



|                                        |  |                |           |  |  |  
|--------------------------------------- |  | -------------- | --------- |  |  | -
|                                        |  |                |           |  | 
|                                        |  | Three Months   |           |  | 
|                                        |  | Ended          |           |  | 
|                                        |  | April 30, 2010 |           |  | 
|                                        |  |                |           |  | 
|Net Cash (Used) by Operating Activities |  | $              | (152,677) |  |  | )
|Net Cash (Used) by Investing Activities |  | $              | (75,200)  |  |  |  





|                                                  |  |   |         |  |  | 
|------------------------------------------------- |  | - | ------- |  |  | 
|Net Cash (Used) Provided by Financing Activities: |  | $ | 373,000 |  |  | 
|Net Increase (Decrease) in Cash                   |  | $ | 99,126  |  |  | 



The Company has nominal assets of $82,086, and has generated no revenues since engaging in the business of mining and oil and gas in early 2009. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations.  If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.



Plan of Operations



Plan of Operations



The 3rd quarter of our fiscal year was oriented towards the initiation of revenue generation through further capitalization; acquisition of heavy equipment; refurbishment  of existing equipment; acquisition of sapphire inventory; and the establishment of advisors for distribution channels through media and other projected sources once inventory was in place.



OIL and Gas

The company is focused on the Oil and Gas industry, and the Mining Industry.  The Company has two leases for Oil and Gas in Southern Illinois.  The 400 acre lease has two wells; one of which is an injection well and the other is being drilled and is at 1455 feet with a goal of 1900 feet.  Due to weather the drilling crew was unable to work on the well until the latter part of this quarter, however, they are actively working on all wells presently.  Typical of drilling operations the Company experienced some equipment fatigue and has done multiple upgrades and enhancements of motors, hydraulics, compressors and drills.  The company also continued to put additional casing in due to caving and has recently drilled to some very hard limestone that broke the end of the drill off.  Recovering this piece of equipment 1400 plus feet down a hole took some seasoned drilling talent and as a result the company was able to fish the broken part out of the hole, replaced the part and has begun drilling again.  The Company also began to refurbish the five of the six existing wells on our 80 acre lease.  The trucking and distribution Company picked up our oil from our storage tanks and the company generated nominal  revenue which will increase over time from these wells as a result of the refurbishing.

With minimal capital infusion, the Company now is a JV Partner on these 8 wells of which 7 are completed and one is nearing completion.  This is a considerable success when one recognizes what it would cost to drill 7 to 8 wells and the fact that these wells are now beginning to produce and deliver oil production which generates monthly revenue for the Company.



Mining  GOLD and Sapphires

The Company continued to implement the various time tables of this mining operation in parallel.  The Company has excellent legal mining representation in the mining area and has hired local geologists and engineers and an operating Company to assist with this process.  Independent Contractors assisted and inspected many pieces of heavy equipment and due to managements patience, consulting insights, and timing, the Company was able to find much discounted heavy equipment throughout the western part of the United States. The company has acquired,  steel for welding, electrical parts for code qualified generators, a 12 yard dump truck; a 6 yard Case Front Loader , a dually crew cab truck, and a complete Wash Plant for mining.



In the opinion of Management these acquisitions represent a patient and frugal mentality of the Company resulting in  shareholder value, savings, and yet dilution of the Company is  spared.



The operating company has been given permit approvals. Currently assembly of equipment and implementation is in progress. In addition, the Company acquired production of some sapphires in the El Dorado Bar area and then had it graded and sent out for cutting and polishing.  Some of that inventory in now in place and ready to be set with jewelry.



The Company has now begun working with cutters and jewelry manufacturers and designers.  Additional marketing tools such as web sites and television are also being explored.



The Company has raised capital; bought equipment; bought mining wash plants; bought rough sapphires for inventory; hired consultants; paid designers; paid manufacturers, and is completing samples of products as of this filing.  The Company is optimistic about the Gold and Sapphire market and the all American products that the Company will produce.



Off-Balance Sheet Arrangements



The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.



18







ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.



ITEM 4. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures





Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer (Larry Wilcox as the sole officer of the Company), we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of April 30, 2010. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports 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 and that our disclosure and controls 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 accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



Changes in Internal Control Over Financial Reporting



There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the period ended April 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





19











PART II  OTHER INFORMATION



Item 1. Legal Proceedings.



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



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., UC Hub 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.





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



Item 6. Exhibits.  (filed with this report unless indicated below)



EXHIBIT INDEX



|            |  |                                                                                                                                                                         
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                         
|Exhibit
No. |  | Description                                                                                                                                                             
|            | 
|            | 
|31.1        |  | Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.
|            | 





|     |  |                                                                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2 |  | Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.       
|     | 
|32.1 |  | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





20











SIGNATURES



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



UC HUB GROUP INC.



| |     |                  
| | --- | -----------------
| |     |                  
| | By: | /s/  Larry Wilcox

Larry Wilcox

Chief Executive Officer and Director



Date: June 14, 2010





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



|                               |  |                                      |  |               |  | 
|------------------------------ |  | ------------------------------------ |  | ------------- |  | 
|                               |  |                                      |  |               |  | 
|Signature                      |  | Title                                |  | Date         
|                               |  |                                      |  |               |  | 
|                               |  |                                      |  |              
|/s/  Larry Wilcox
Larry Wilcox |  | Chief Executive Officer and Director |  | June 14, 2010





21