SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-KSB
 
 Annual
Report Under Section 13 or 15(d) of
 the
Securities Exchange Act of 1934
 
 For the
Fiscal Year Ended: August
31, 2008
 
 Commission
File No.000-52395
 
 UBIQUITECH SOFTWARE
CORPORATION
 (Exact
Name of Registrant as specified in its charter)
 
 
 Colorado
              20-8224855(State
      or other jurisdiction
              (IRS
      Employer File Number)of
      incorporation)
 
 7730
      East Belleview Ave., #A202Englewood,
      CO
              80111(Address
      of principal executive offices)
              (zip
      code)
 
 (720)
482-9559
 (Registrant's
telephone number, including area code)
 
 Securities
to be Registered Pursuant to Section 12(b) of the Act: None
 
 Securities
to be Registered Pursuant to Section 12(g) of the Act:
 
 Common Stock, $.0.001 per
share par value
 
 
 Check
whether issuer is not required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act [ ]
 
 Indicate
by check mark whether the Registrant (1) has filed all Reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes: [X]    No: [ ]
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB.
[X]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes [ X ]  No [ ]
 
 Registrant's
revenues for its most recent fiscal year were $-0-. The aggregate market value
of the voting stock held by nonaffiliates cannot be computed because the
Company’s securities do not trade in any market. The number of shares
outstanding of the Registrant's common stock, as of the latest practicable date,
November 1, 2008, was 9,158,000.
 
  - 1 -
  
 
 FORM
10-KSB
 Ubiquitech
Software Corporation
 
 INDEX
  PagePART
      IItem
      1. Description of Business
              3Item
      2. Description of Property
              11Item
      3. Legal Proceedings
              12Item
      4. Submission of Matters to a Vote of Security Holders
              12PART
      IIItem
      5. Market for Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              12Item
      6. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
              14Item
      7. Financial Statements
              F-1Item
      8. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosures
              18Item
      8A(T). Controls and Procedures
              18Item
      8B. Other Information
              19PART
      IIIItem
      9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act
              19Item
      10. Executive Compensation
              20Item
      11. Security Ownership of Certain Beneficial Owners
      and Management
              21Item
      12. Certain Relationships and Related Transactions
              21Item
      13. Exhibits and Reports on Form 8-K
              22Item
      14. Principal Accountant Fees and Services
              22Financial
      Statements pages
              F-1
      – F-8Signatures
              23
   - 2 -
  
 
 For
purposes of this prospectus, unless otherwise indicated or the context otherwise
requires, all references herein to “Ubiquitech,” “we,” “us,” and “our,” refer to
Ubiquitech Software Corporation, a Colorado corporation.
  Forward-Looking
Statements
 
 The
following discussion contains forward-looking statements regarding us, our
business, prospects and results of operations that are subject to certain risks
and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using us for certain applications;
delays our introduction of new products or services; and our failure to keep
pace with our competitors.
 
 When used
in this discussion, words such as "believes", "anticipates", "expects",
"intends" and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are urged
to carefully review and consider the various disclosures made by us in this
report and other reports filed with the Securities and Exchange Commission that
attempt to advise interested parties of the risks and factors that may affect
our business.
 
 
 PART
I
 
 Item
1. DESCRIPTION OF BUSINESS.
 
 
 (a) RISK
FACTORS
 
 You
should carefully consider the risks and uncertainties described below and the
other information in this document before deciding to invest in shares of our
common stock.
 
 The
occurrence of any of the following risks could materially and adversely affect
our business, financial condition and operating result. In this case, the
trading price of our common stock could decline and you might lose all or part
of your investment.
 
 Risks
Related to Our Business and Industry
 
 We
have a limited operating history, and have never been profitable.  We
have negative retained earnings.
 
 We were
formed as a Colorado business entity in January, 2007. At the present time, we
have not engaged in any substantial business activity, and have no successful
operating history. There can be no guarantee that we will ever be
profitable. From our inception on January 11, 2007 through August 31, 2008,
we generated no revenue. We had a net loss of $36,343 for this period. At August
31, 2008 we had a retained earnings deficit of $36,343.
 
 Because
we had incurred operating losses from our inception, our accountants have
expressed doubts about our ability to continue as a going concern.
  For the
period ended August 31, 2008, our accountants have expressed doubt about our
ability to continue as a going concern as a result of our continued net losses.
Our ability to achieve and maintain profitability and positive cash flow is
dependent upon:
 
  - 3 -
 
  
  -  our
ability to locate clients who will purchase our services; and
 -  our
ability to generate revenues.
  Based
upon current plans, we may incur operating losses in future periods because we
may, from time to time, be incurring expenses but not generating sufficient
revenues. We expect approximately $50,000 in operating costs over the next
twelve months. We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs.
Failure to generate sufficient revenues will cause us to go out of
business.
 
 Our
limited operating history makes it difficult for us to evaluate our future
business prospects and make decisions based on those estimates of our future
performance.
 
 The
concept for our business model was developed in 2007. We have operated as a
corporation for short amount of time. We have a limited operating history, based
upon no revenues and a lack of profitability. These factors make it difficult to
evaluate our business on the basis of historical operations. As a consequence,
our past results may not be indicative of future results. Although this is true
for any business, it is particularly true for us because of our limited
operating history. Reliance on historical results may hinder our ability to
anticipate and timely adapt to increases or decreases in sales, revenues or
expenses. For example, if we overestimate our future sales for a particular
period or periods based on our historical growth rate, we may increase our
overhead and other operating expenses to a greater degree than we would have if
we correctly anticipated the lower sales level for that period and reduced our
controllable expenses accordingly. If we make poor budgetary decisions as a
result of unreliable historical data, we could be continue to incur losses,
which may result in a decline in our stock price.
  We
have no experience as a public company.
 
 We have
never operated as a public company. We have no experience in complying with the
various rules and regulations which are required of a public company. As a
result, we may not be able to operate successfully as a public company, even if
our operations are successful. We plan to comply with all of the various rules
and regulations which are required of a public company. However, if we cannot
operate successfully as a public company, your investment may be materially
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
 
 We
are implementing a strategy to grow our business, which is expensive and may not
generate increases in our revenues.
 
 We intend
to grow our business, and we plan to incur expenses associated with our growth
and expansion. Although we recently raised funds through offerings to implement
our growth strategy, these funds may not be adequate to offset all of the
expenses we incur in expanding our business. We will need to generate revenues
to offset expenses associated with our growth, and we may be unsuccessful in
achieving revenues, despite our attempts to grow our business. If our growth
strategies do not result in significant revenues, we may have to abandon our
plans for further growth or may even cease our proposed operations.
 
 We
must effectively manage the growth of our operations, or we may outgrow our
current infrastructure.
 
 As of
August 31, 2008, we had one employee, our President. If we experience rapid
growth of our operations, we could see a backlog of client orders. We can
resolve these capacity issues by hiring additional personnel and upgrading our
infrastructure. However, we cannot guarantee that sufficient additional
personnel will be available or that we will find suitable technology to aid our
growth. In any case, we will continue pursuing additional sales growth for our
company. Expanding our infrastructure will be expensive, and will require us to
train our workforce, and improve our financial and managerial controls to keep
pace with the growth of our operations.
 
  - 4 -
 
 
 We
have a lack of liquidity and will need additional financing in the future.
Additional financing may not be available when needed, which could delay our
development or indefinitely postponed.
 
 We are
only minimally capitalized. Because we are only minimally capitalized, we expect
to experience a lack of liquidity for the foreseeable future in our proposed
operations. We will adjust our expenses as necessary to prevent cash flow or
liquidity problems. However, we expect we will need additional financing of some
type, which we do not now possess, to fully develop our operations. We expect to
rely principally upon our ability to raise additional financing, the success of
which cannot be guaranteed. We will look at both equity and debt financing,
including loans from our principal shareholder. However, at the present time, we
have no definitive plans for financing in place, other than the funds which may
be loaned to us by Mr. Sobnosky, our President. In the event that we need
additional capital, Mr. Sobnosky has agreed to loan such funds as may be
necessary through December 31, 2008 for working capital purposes. To the extent
that we experience a substantial lack of liquidity, our development in
accordance with our proposed plan may be delayed or indefinitely postponed, our
operations could be impaired, we may never become profitable, fail as an
organization, and our investors could lose some or all of their
investment.
 
 As
a company with no operating history, we are inherently a risky
investment.
 
 We have
no operating history. Because we are a company with no history, the operations
in which we engage in, business consulting, is an extremely risky business. An
investor could lose his entire investment.
 
 There
are factors beyond our control which may adversely affect us.
 
 Our
operations may also be affected by factors which are beyond our control,
principally general market conditions and changing client
preferences.  Any of these problems, or a combination thereof, could
have affect on our viability as an entity. We may never become profitable, fail
as an organization, and our investors could lose some or all of their
investment.
 
 There
are risks associated with introducing new products. If we are not successful
with those product introductions, we will not realize on our investment in
developing those products.
  We will
continue to evaluate opportunities to develop product solutions, and when we
choose to develop such products we will incur expenses in those development
efforts. Market acceptance of new products may be slow or less than we expect.
Our products also may not perform in a manner that is required by the market, or
our competitors may be more effective in reaching the market segments we are
targeting with these products. Slow market acceptance of these products will
delay or eliminate our ability to recover our investment in these products.
During any period that we unsuccessfully seek to market these products, we will
also incur marketing costs without corresponding revenue.
  Our
ability to grow our business depends on relationships with others. We have no
established relationships at this time.  We may never develop such
relationships. Further, if we were to lose those relationships, we could lose
our ability to sell certain of our products.
  Most of
our revenue and a majority of our gross profit are expected to come from selling
integrated solutions, consisting of combinations of hardware and software
products produced by others. While our relationships will change from time to
time, we must rely upon technology partners to augment and enhance the products
we plan to sell. At the present time, we do not have any technology partners and
cannot guarantee we will ever develop any such partners. If we do develop such
partners, we risk that a given technology partner will change its marketing
strategy and de-emphasize its use of marketing partners such as us. Our ability
to generate revenue from reselling our products would diminish and our
operations and results of operations would be materially and adversely
affected.
   - 5 -
 
 
 We
are a relatively small company with limited resources compared to some of our
current and potential competitors, which may hinder our ability to compete
effectively.
  Some of
our current and potential competitors have longer operating histories,
significantly greater resources, broader name recognition, and a larger
installed base of clients than we have. As a result, these competitors may have
greater credibility with our existing and potential clients. They also may be
able to adopt more aggressive pricing policies and devote greater resources to
the development, promotion and sale of their products than we can to ours, which
would allow them to respond more quickly than us to new or emerging technologies
or changes in client requirements. In addition, some of our current and
potential competitors have already established supplier or joint development
relationships with decision makers at our potential clients.
 
 We
may be unable to hire and retain key personnel.
  Our
future success depends on our ability to attract qualified storage technology
and geospatial imagery personnel. We may be unable to attract these necessary
personnel. If we fail to attract or retain skilled employees, or if a key
employee fails to perform in his or her current position, we may be unable to
generate sufficient revenue to offset our operating costs.
 
 We
may need to substantially invest in marketing efforts in order to grow our
business, which will be expensive.
 
 In order
to grow our business, we will need to develop and maintain widespread
recognition and acceptance of our company, our business model, our services and
our products. We have not presented our service and product offering to the
potential market. We plan to rely primarily on word of mouth from our existing
contacts we develop personally through industry events to promote and market
ourselves. In order to successfully grow our company, we may need to
significantly increase our financial commitment to creating awareness and
acceptance of our company among retailers, which would be expensive. To date,
marketing and advertising expenses have been negligible. If we fail to
successfully market and promote our business, we could lose potential clients to
our competitors, or our growth efforts may be ineffective. If we incur
significant expenses promoting and marketing ourselves, it could delay or
completely forestall our profitability.
 
 Our
business is not diversified, which could result in significant fluctuations in
our operating results.
 
 All of
our business is involved in the marketing of selling integrated data storage
solutions, and, accordingly, is dependent upon trends in the sector. Downturns
in the integrated data storage solutions sector could have a material adverse
effect on our business. A downturn in the integrated data storage solutions
sector may reduce our stock price, even if our business is
successful.
 
 We
are a relatively small company with limited resources compared to some of our
current and potential competitors, which may hinder our ability to compete
effectively.
 
 Some of
our current and potential competitors have longer operating histories,
significantly greater resources, broader name recognition, and a larger
installed base of clients than we have. As a result, these competitors may have
greater credibility with our existing and potential clients. They also may be
able to adopt more aggressive pricing policies and devote greater resources to
the development, promotion and sale of their products than we can to ours, which
would allow them to respond more quickly than us to new or emerging technologies
or changes in client requirements. In addition, some of our current and
potential competitors have already established supplier or joint development
relationships with decision makers at our potential clients.
   - 6 -
 
 
 Our
success will be dependent upon our management’s efforts. We cannot sustain
profitability without the efforts of our management.
 
 Our
success will be dependent upon the decision making of our directors and
executive officers. These individuals intend to commit as much time as necessary
to our business, but this commitment is no assurance of success. The loss of any
or all of these individuals, particularly Mr. Sobnosky, our President, could
have a material, adverse impact on our operations. We have no written employment
agreements with any officers and directors, including Mr. Sobnosky. We have not
obtained key man life insurance on the lives of any of our officers or
directors.
 
 Our
stock has no public trading market and there is no guarantee a trading market
will ever develop for our securities.
 
 There has
been, and continues to be, no public market for our common stock. An active
trading market for our shares has not, and may never develop or be
sustained. If you purchase shares of common stock, you may not be able to resell
those shares at or above the initial price you paid. The market price of our
common stock may fluctuate significantly in response to numerous factors, some
of which are beyond our control, including the following:
 
 *    actual
or anticipated fluctuations in our operating results;
 
 *    changes
in financial estimates by securities analysts or our failure to perform in line
with such estimates;
 
 *    changes
in market valuations of other companies, particularly those that market services
such as ours;
 
 *    announcements
by us or our competitors of significant innovations,  acquisitions,
strategic partnerships,
 joint
ventures or capital commitments;
 
 *    introduction
of product enhancements that reduce the need for our products;
 
 *    departures
of key personnel.
 
 Of our
total outstanding shares as of November 1, 2008, a total of 9,040,000, or
approximately 99%, will be restricted from immediate resale but may be sold into
the market in the near future. This could cause the market price of our common
stock to drop significantly, even if our business is doing well.
 
 As
restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.
 
 Applicable
SEC rules governing the trading of “Penny Stocks” limits the liquidity of our
common stock, which may affect the trading price of our common
stock.
  Our
common stock is currently not quoted on in any market. If our common stock
becomes quoted, we anticipate that it will trade well below $5.00 per share. As
a result, our common stock is considered a “penny stock” and is subject to SEC
rules and regulations that impose limitations upon the manner in which our
shares can be publicly traded.  These regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock and the associated risks.  Under
these regulations, certain brokers who recommend such securities to persons
other than established customers or certain accredited investors must make a
special written suitability determination for the purchaser and receive the
written purchaser’s agreement to a transaction prior to
purchase.  These regulations have the effect of limiting the trading
activity of our common stock and reducing the liquidity of an investment in our
common stock.
   - 7 -
 
 
 The
over-the-counter market for stock such as ours is subject to extreme price and
volume fluctuations.
 
 The
securities of companies such as ours have historically experienced extreme price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the our
industry and in the investment markets generally, as well as economic conditions
and quarterly variations in our operational results, may have a negative effect
on the market price of our common stock.
 
 Buying
low-priced penny stocks is very risky and speculative.
 
 The
shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 jointly with spouse, or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public
markets.
  We
do not expect to pay dividends on common stock.
 
 We have
not paid any cash dividends with respect to our common stock, and it is unlikely
that we will pay any dividends on our common stock in the foreseeable future.
Earnings, if any, that we may realize will be retained in the business for
further development and expansion.
  (b)
NARRATIVE DESCRIPTION OF THE BUSINESS
  Our
business is to develop and market proprietary specialized computer software to
help manage electronically stored data. We have designed and plan to develop a
software application for health care businesses which will be known as
UbiquitechTM Enterprise Storage Manager (“UESM"). UESM will be designed to
provide computer data storage  technicians with reporting and system
problem notification. The UESM software application will assist technicians
with:
 
 ●
              Data
      Storage Problem Diagnostics
 ●
              Live
      System Problem Identification and
Notification
 ●
              Reporting  and
      Trending
 ●
              Electronic
      Data Storage Management
 ●
              Federal
      Regulatory Compliance Regulations for Electronic
  Storage
 
 We
believe that the recent increase in the demands for electronic data storage has
increased these challenges to corporate Information Technology (“ IT”)
organizations and technicians significantly over the last several
years.
 
  - 8 -
  
 
 When
combined with the capital cost of storage, we believe that the maintenance and
labor costs associated with these issues can present a tremendous financial
strain on corporate IT budgets. Therefore, sending routine administrative tasks
to a storage management software tool can be a strategic corporate decision. We
believe that Ubiquitech ESM will provide the capability for corporations to
address these management issues with a low cost, scalable software tool for a
fraction of what they are currently spending on storage management and
administration, since most data storage management tasks are currently being
performed by highly paid technicians. We believe that Ubiquitech ESM can help IT
organizations achieve strategic corporate IT objectives such as:
 
 ●
              Maximizing
      Use of IT Human Resources
 ●
              Ensuring  Electronic
      Information Protection
 ●
              Managing
      Costs Associated with Data Storage
Management
 ●
              Managing
      Growth Associated with Electronic Data
Storage
 ●
              Meeting
      Federal Regulatory Compliance
Requirements
 
 To help
corporations achieve these objectives, we have developed an open, independent
Specialized Storage Management Software (SMS) application.
 
 Ubiquitech
will also actively pursue significant partnership opportunities with several
large, established  storage software and hardware
vendors.
  The UESM product is designed to install on any Unix, Linux or Microsoft computer
system. We do not intend to pursue mainframe computer markets.
 
 We
believe that the product is extremely scalable since it will be web
based.  This web based user interface is capable of being used to
segregate system users and access as well as to administer corporate computer
security policies across multiple geographical locations.
 
 We intend
to pursue several strategic software development partnerships with established
software and hardware vendors. Additionally, we intend to immediately pursue a
strategic selling relationship with a large storage hardware vendor. At the
present time, there are no definitive agreements in place.
 
 Our
original focus will be in the Denver, Colorado metropolitan area, but eventually
plan to expand nationwide. However, we currently have no plans for expansion. At
the present time, we have no active operations and are developing our business
plan. At the present time, we have no plans to raise any additional funds within
the next twelve months, other than those raised in our recent Offering. Any
working capital will be expected to be generated from internal operations or
from funds which may be loaned to us by Mr. Sobnosky, our President. In the
event that we need additional capital, Mr. Sobnosky has agreed to loan such
funds as may be necessary through December 31, 2008 for working capital
purposes. However, we  reserve the right to examine possible
additional sources of funds, including, but not limited to, equity or debt
offerings, borrowings, or joint ventures. Limited market surveys have never been
conducted to determine demand for our services. Therefore, there can be no
assur­ance that any of its objectives will be achieved.
 
 We have
not been subject to any bankruptcy, receivership or similar
proceeding.
  Our
address is 7730 East Belleview Ave., #A202, Englewood, CO 80111.  Our
telephone number is (720)482-9559.
 
 (c)
PROPOSED OPERATIONS
 
 We plan
to initially operate out of the office of our President. This office is also
shared with another company owned by our President and largest
shareholder.
 
 We are
not presently marketing our product but plan to do so prior to the end of the
first quarter of 2009. We plan to utilize the expertise and existing business
relationships of our principal officer, Mr. Sobnosky to develop our
opportunities. All operational decisions will be made solely by Mr.
Sobnosky.
 
  - 9 -
  
 
 It should
be noted, however, that we do not have any extensive history of
operations. To the extent that management is unsuccessful in keeping
expenses in line with income, failure to affect the events and goals listed
herein would result in a general failure of the business. This would cause
management to consider liquidation or merger.
 
  (d)
MARKETS
 
 Our sales
strategy is two fold:
 
 1)
              Penetrate
      end user accounts (hospitals, insurance companies, etc.) through a
      reseller channel with the monitoring and reporting components of
      Ubiquitech ESM.
 
 2)
              Generate
      recurring revenue streams through strategic software and hardware vendor
      relationships. IT departments are currently purchasing these SMS types of
      tools in order to address pressing issues in the areas of monitoring and
      reporting. By establishing ourself as the incumbent SMS software vendor
      with the reporting and monitoring component of UESM, we  believe
      that we will be able to generate future revenues as software “add-ons” in
      the areas electronic data storage management and regulatory
      compliance  within our client
base.
 
 We
believe that the primary reason that clients would buy from us rather than
competitors would be the existing relationships that we can develop. We believe
that client loyalty and satisfaction can be the basis for success in this
business. Therefore, we plan to develop and expand on already existing
relationships to develop a competitive edge. We plan to utilize the expertise of
its principal officer to develop our business.
 
 (e) RAW
MATERIALS
 
 The use
of raw materials is not a material factor in our operations at the present time.
The use of raw materials may become a material factor in the future as we
develop operations.
 
 (f)
CUSTOMERS AND COMPETITION
 
 Generally,
the computer storage business is very dynamic and subject to sudden change. The
competition is essentially divided into two groups: existing large incumbent
storage vendors and independent SMS vendors. Incumbent storage vendors include
Symantec/Veritas, Hewlett Packard, IBM, CA, and others. Most, if not all, of the
incumbents have engaged in some level of acquisition as method of entering the
SMS portion of the computer storage business.
 
 We are
not aware of any direct competitor.  Most of our competitors sell and
support specifically developed products or conversely, large, generic reporting
frameworks. To our knowledge, no single vendor provides diagnostics, system
health checking, live problem notification, reporting, and  management
across all elements of the electronic data storage infrastructure.
 
 Almost
all of the companies in this industry have greater resources and expertise than
us. Any of them could chose to enter our proposed market at any time.
Competition with these companies could make it difficult, if not impossible for
us to compete, which could adversely affect our results of operations.
Competition from larger and more established companies is a significant threat
and is expected to remain so for us. Any competition may cause us to fail to
gain or to lose clients, which could result in reduced or non-existent revenue.
Competitive pressures may impact our revenues and our growth.
 
 Our
principal effort at this point will be to develop a client base. We believe that
the primary reason that customers would buy from us rather than competitors
would be the existing relationships that we can develop. We believe that
customer loyalty and satisfaction can be the basis for success in this business.
Therefore, we plan to develop and expand on already existing relationships to
develop a competitive edge.
   - 10 -
 
 
 (g)
BACKLOG
 
 At August
31, 2008, we had no backlogs.
 
 (h)
EMPLOYEES
 
 We have
one full-time employee: Mr. Brian Sobnosky, our President. Mr. Sobnosky does not
draw a salary or receive any other kind of compensation. However, we reimburse
our employee for all necessary and customary business related
expenses.  We have no plans or agreements which provide health care,
insurance or compensation on the event of termination of employment or change in
our control.  We do not pay our Directors separately for any Board
meeting they attend.
 
 (i)
PROPRIETARY INFORMATION
 
 We
own no proprietary information.
 
 (j)
GOVERNMENT REGULATION
 
 We do not
expect to be subject to material governmental regulation. However, it is our
policy to fully comply with all governmental regulation and regulatory
authorities.
 
 (k)
RESEARCH AND DEVELOPMENT
 
 We have
never spent any amount in research and development activities.
 
 (l)
ENVIRONMENTAL COMPLIANCE
 
 We
believe that we are not subject to any material costs for compliance with any
environmental laws.
 
 (m)  SUBSEQUENT
EVENT
 
 On
September 30, 2008, we incorporated two wholly-owned subsidiaries,
Enterpriseware Software Corporation and Datamatrix Software
Corporation.
 
 (l) HOW
TO OBTAIN OUR SEC FILINGS
 
 We file
annual, quarterly, and special reports, proxy statements, and other information
with the Securities Exchange Commission (SEC). Reports, proxy statements and
other information filed with the SEC can be inspected and copied at the public
reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such
material may also be accessed electronically by means of the SEC's website at
www.sec.gov.
 
 Our
investor relations department can be contacted at our principal executive office
located at our principal office, 7730 East Belleview Ave., #A202, Englewood, CO
80111.  Our telephone number is (720)482-9559.
 
  ITEM
2. DESCRIPTION OF PROPERTY.
 
 We
currently occupies approximately 500 square feet of office and retail space
which we rents from our President and largest shareholder on a month-to-month
basis, currently without charge. This space is considered to be sufficient for
us at the present time. We also own office equipment and the design plans for
our propose software product.
 
   - 11 -
   ITEM
3. LEGAL PROCEEDINGS.
 
 We are
not a party to any material legal proceedings, nor is our property the subject
of any material legal proceeding.
   ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 We held
no shareholders meeting in the fourth quarter of our fiscal year.
 
 
 
 PART
II
 
 ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
 Holders
 
 As of
November 1, 2008, there were 63 record holders of our common stock and there
were 9,158,000 shares of our common stock outstanding. A limited public market
currently exists for shares of our common stock. No public market currently
exists for shares of our common stock. We applied to have our common stock
listed for quotation on the Over-the-Counter Bulletin Board. In July 2008, we
were approved for trading on the Over-the-Counter Bulletin Board under the
trading symbol UBQU.
 
 The
Securities Enforcement and Penny Stock Reform Act of 1990
 
 The
Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
  A
purchaser is purchasing penny stock which limits the ability to sell the stock.
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
 
 The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, which:
  ●
              contains
      a description of the nature and level of risk in the market for penny
      stocks in both public offerings and secondary
  trading;
 
 ●
              contains
      a description of the broker's or dealer's duties to the customer and of
      the rights and remedies available to the customer with respect to a
      violation to such duties or other requirements of the Securities Act of
      1934, as amended;
 
 ●
              contains
      a brief, clear, narrative description of a dealer market, including "bid"
      and "ask" prices for penny stocks and the significance of the spread
      between the bid and ask price;
 ●
                contains
      a toll-free telephone number for inquiries on disciplinary
      actions;
 
 ●
                defines
      significant terms in the disclosure document or in the conduct of trading
      penny stocks; and
 ●
              contains
      such other information and is in such form (including language, type, size
      and format) as the Securities and Exchange Commission shall require by
      rule or regulation;
   - 12 -
 
 
 The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
 ●
                the
      bid and offer quotations for the penny
stock;
 
 ●
                the
      compensation of the broker-dealer and its salesperson in the
      transaction;
 ●
                  the
      number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and
 
 ●
                  monthly
      account statements showing the market value of each penny stock held in
      the customer's account.
 In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
 
 Equity
Compensation Plan Information
 
 We have
no outstanding stock options or other equity compensation plans.
 
 Reports
 
 We are
subject to certain reporting requirements and furnish annual financial reports
to our stockholders, certified by our independent accountants, and furnish
unaudited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.
 
 Stock
Transfer Agent
 
 The
stock transfer agent for our securities is X-Pedited Transfer Corporation, of
Denver, Colorado. Their address is 535 Sixteenth Street, Suite 810, Denver,
Colorado 80202. Their phone number is (303)573-1000.
 
 Dividend
Policy
 
 We
have not previously declared or paid any dividends on our common stock and do
not anticipate declaring any dividends in the foreseeable future. The payment of
dividends on our common stock is within the discretion of our board of
directors. We intend to retain any earnings for use in our operations and the
expansion of our business. Payment of dividends in the future will depend on our
future earnings, future capital needs and our operating and financial condition,
among other factors that our board of directors may deem relevant. We are not
under any contractual restriction as to our present or future ability to pay
dividends.
   - 13 -
 
 
 ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 This
Management’s Discussion and Analysis or Plan of Operation contains
forward-looking statements that involve future events, our future performance
and our expected future operations and actions. In some cases, you can identify
forward-looking statements by the use of words such as “may”, “will”, “should”,
“anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”,
“estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these
terms or other similar expressions. These forward-looking statements are only
our predictions and involve numerous assumptions, risks and uncertainties. Our
actual results or actions may differ materially from these forward-looking
statements for many reasons, including, but not limited to, the matters
discussed in this report under the caption “Risk Factors”. We urge you not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this prospectus. We undertake no obligation to publicly update any
forward looking-statements, whether as a result of new information, future
events or otherwise.
 
 The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
included in this report.
  Results
of Operations
 
 From our
inception on January 11, 2007 through August 31, 2008, we generated no revenue.
As a result we have no operating history upon which to evaluate our business. In
addition, we have a history of losses. We had a net loss of $36,343 for
this period.
 
 Our
accountants have expressed doubt about our ability to continue as a going
concern as a result of our history of net loss. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon our ability to
successfully develop a management consulting practice with regard to accounting,
computer and general business issues for small and home-office based companies
and our ability to generate revenues.
 
 Operating
expenses, which consisted solely of general and administrative expenses, for the
fiscal year ended August 31, 2008 were $24,299. From January 11, 2007 through
August 31, 2008, our operating expenses were $36,485. The major components of
general and administrative expenses include consulting fees and stock transfer
fees.
 
 As a
result of the foregoing, we had a net loss of $24,164 for the fiscal year ended
August 31, 2008 and a loss of $36,343 for the period from January 11, 2007
through August 31, 2008.
 
 We
currently have no revenue but continue to develop our plan.
 
 Because
we do not pay salaries, and our major professional fees have been paid for the
year, operating expenses are expected to remain fairly constant.
 
 To try to
operate at a break-even level based upon our current level of proposed business
activity, we believe that we must generate approximately $50,000 in revenue per
year. However, if our forecasts are inaccurate, we will need to raise additional
funds. In the event that we need additional capital, Mr. Sobnosky has agreed to
loan such funds as may be necessary through December 31, 2008 for working
capital purposes.
 
 On the
other hand, we may choose to scale back our operations to operate at break-even
with a smaller level of business activity, while adjusting our overhead to meet
the revenue from current operations. In addition, we expect that we will need to
raise additional funds if we decide to pursue more rapid expansion, the
development of new or enhanced services or products, appropriate responses to
competitive pressures, or the acquisition of complementary businesses or
technologies, or if we must respond to unanticipated events that require us to
make additional investments. We cannot assure that additional financing will be
available when needed on favorable terms, or at all.
 
  - 14 -
 
 
 We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $50,000
in operating costs over the next twelve months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business.
 
 Liquidity
and Capital Resources.
 
 As of
August 31, 2008, we had cash or cash equivalents of $1,825.
 
 Net cash
used for operating activities was $21,966 for the fiscal year ended August 31,
2008 compared to $21,959 from our inception on January 11, 2007 through August
31, 2008.
 
 Cash
flows from investing activities were $-0- for the fiscal year ended August 31,
2008 and $-0- from our inception on January 11, 2007 through August 31,
2008.
 
 Cash
flows provided by financing activities were $-0-for the fiscal year ended August
31, 2008, compared to $23,784 from our inception on January 11, 2007 through
August 31, 2008.  These cash flows were all related to sales of stock
and deferred offering costs.
 
 Over the
next twelve months we do not expect any material our capital costs to develop
operations. We plan to buy office equipment to be used in our
operations.
 
 We
believe that we have sufficient capital in the short term for our current level
of operations. This is because we believe that we can attract sufficient product
sales and services within our present organizational structure and resources to
become profitable in our operations. Additional resources would be needed to
expand into additional locations, which we have no plans to do at this time. We
do not anticipate needing to raise additional capital resources in the next
twelve months In the event that we need additional capital, Mr. Sobnosky has
agreed to loan such funds as may be necessary through December 31, 2008 for
working capital purposes.
 
 Our
principal source of liquidity will be our operations. We expect variation in
revenues to account for the difference between a profit and a loss. Also
business activity is closely tied to the U.S. economy, particularly the economy
in Denver, Colorado. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to successfully develop a
management consulting practice with regard to accounting, computer and general
business issues for small and home-office based companies and our ability to
generate revenues.
  In
any case, we try to operate with minimal overhead. Our primary activity will be
to seek to develop clients for our services and, consequently, our sales. If we
succeed in developing clients for our services and generating sufficient sales,
we will become profitable. We cannot guarantee that this will ever occur. Our
plan is to build our company in any manner which will be
successful.
 
 Off-Balance
Sheet Arrangements
 
 We have
no off-balance sheet arrangements with any party.
 
 Critical
Accounting Policies
 
 Our
discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories,
valuation of intangible assets and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
  - 15 -
  
 The
accounting policies that we follow are set forth in Note 1 to our financial
statements as included in this document. These accounting policies conform to
accounting principles generally accepted in the United States, and have been
consistently applied in the preparation of the financial
statements.
  Recently
Issued Accounting Pronouncements
  In
December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 123R "Share Based Payment." This
statement is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance. SFAS No. 123R addresses all
forms of share based payment ("SBP") awards including shares issued under
employee stock purchase plans, stock options, restricted stock and stock
appreciation rights. Under SFAS No. 123R, SBP awards result in a cost that will
be measured at fair value on the awards' grant date, based on the estimated
number of awards that are expected to vest. This statement is effective for
public entities that file as Registrants, as of the beginning of the first
interim or annual reporting period that begins after December 15, 2005. We
adopted this pronouncement during the first quarter of 2005.
 
 In
December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets -
An Amendment of APB Opinion No. 29. The amendments made by SFAS No. 153 are
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. Further, the amendments
eliminate the narrow exception for non-monetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of non-monetary
assets that do not have "commercial substance." SFAS No. 153 is effective for
non-monetary asset exchanges occurring in fiscal periods beginning after June
15, 2005. The adoption of SFAS No. 153 on its effective date did not have a
material effect on our consolidated financial statements.
 
 In March
2005, the FASB issued Financial Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations - an Interpretation of FASB Statement
No. 143", which specifies the accounting treatment for obligations associated
with the sale or disposal of an asset when there are legal requirements
attendant to such a disposition. We adopted this pronouncement in 2005, as
required, but there was no impact as there are no legal obligations associated
with the future sale or disposal of any assets.
 
 In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections —
A Replacement of APB Opinion No. 20 and SFAS Statement No. 3". SFAS No. 154
changes the requirements for the accounting and reporting of a change in
accounting principle by requiring retrospective application to prior periods'
financial statements of the change in accounting principle, unless it is
impracticable to do so. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005. We
do not expect the adoption of SFAS No. 154 to have any impact on our
consolidated financial statements.
 
 
 
 ITEM
7. FINANCIAL STATEMENTS.
    FINANCIAL
STATEMENTS
 
 with
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
   - 16 -






Ubiquitech
Software Corporation


(A
Development Stage Company)









FINANCIAL
STATEMENTS









For the
fiscal year ended August 31, 2008 and 2007




and




The
period January 11, 2007 (inception) through August 31, 2008











- 17 -






TABLE
OF CONTENTS








PageIndependent
      Accountant’s Audit Report
            F-1Balance
      Sheet
            F-2Statement
      of Operations
            F-3Statement
      of Cash Flows
            F-4Statement
      of Shareholders’ Equity
            F-5Notes
      to Financial Statements
            F-6
      – F-8

























RONALD R.
CHADWICK, P.C.


Certified
Public Accountant


2851
South Parker Road, Suite 720


Aurora,
Colorado  80014


Telephone
(303)306-1967


Fax
(303)306-1944








REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








Board of
Directors


Ubiquitech
Software Corporation


Greenwood
Village, Colorado





I have
audited the accompanying balance sheets of Ubiquitech Software Corporation (a
development stage company) as of August 31, 2008 and 2007 and the related
statements of operations, stockholders' equity and cash flows for the year ended
August 31, 2008, the period from January 11, 2007 (inception) through August 31,
2007, and for the period from January 11, 2007 (inception) through August 31,
2008. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.





I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.





In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Ubiquitech Software Corporation as
of August 31, 2008 and 2007 and the related statements of operations,
stockholders' equity and cash flows for the year ended August 31, 2008, the
period from January 11, 2007 (inception) through August 31, 2007, and for the
period from January 11, 2007 (inception) through August 31, 2008 in conformity
with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements the Company has suffered losses from operations that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





Aurora,
Colorado                                                                                                           /s/
Ronald R. Chadwick, P.C.


November
20,
2008                                                                                                        RONALD
R. CHADWICK, P.C.








F
- 1








Ubiquitech
      Software Corp(A
      Development Stage Company)Balance
      SheetASSETSAug.
      31, 2008
            
            
            Aug.
      31, 2007Current
      Assets- Cash
            
            $
            1,825
            
            
            $
            23,791TOTAL
      ASSETS
            
            $
            1,825
            
            
            $
            23,791LIABILITIES
      AND SHAREHOLDERS' EQUITY (DEFICIT)LIABILITIES  -
      Accounts payable
            
            $
            5,884
            
            
            $
            3,686TOTAL
      LIABILITIES
            
            $
            5,884
            
            
            $
            3,686SHAREHOLDERS'
      EQUITYPreferred
      stock, par value $.10 per share;  Authorized1,000,000
      shares; issued and outstanding -0- shares.
            
            
            -
            
            
            
            -Common
      Stock, par value $.001 per share;  Authorized50,000,000
      shares; issued and outstanding 9,158,000 shares.
            
            
            9,158
            
            
            
            9,158Capital
      paid in excess of par value
            
            
            23,126
            
            
            
            23,126Retained
      earnings (deficit)
            
            
            (36,343
            )
            
            
            (12,179
            )TOTAL
      SHAREHOLDERS' EQUITY
            
            
            (4,059
            )
            
            
            20,105TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
            
            $
            1,825
            
            
            $
            23,791





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





F
- 2





Ubiquitech Software Corp
 (A
Development Stage Company)
 Statement
of Operations





For
      the period
            
            
            For
      the periodJanuary
      11,
            
            
            January
      11,Fiscal
      Year
            
            
            2007
      (inception)
            
            
            2007
      (inception)Ended
      August
            
            
            through
            
            
            through31, 2008
            
            
            August 31, 2007
            
            
            August 31, 2008Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -General
      and administrative expensesConsulting
            
            
            -
            
            
            
            8,500
            
            
            
            8,500Office
            
            
            4,955
            
            
            
            -
            
            
            
            4,955Professional
      fees
            
            
            15,900
            
            
            
            -
            
            
            
            15,900Stock
      transfer fees
            
            
            3,444
            
            
            
            3,686
            
            
            
            7,130Total
      General and administrative expenses
            
            
            24,299
            
            
            
            12,186
            
            
            
            36,485(Loss)
      before other income
            
            
            (24,299
            )
            
            
            (12,186
            )
            
            
            (36,485
            )Other income -
      Interest
            
            
            135
            
            
            
            7
            
            
            
            142Net
      (Loss)
            
            $
            (24,164
            )
            
            $
            (12,179
            )
            
            $
            (36,343
            )Basic
      (Loss) Per Share
            
            
            (0.00
            )
            
            
            (0.00
            )Weighted
      Average Common SharesOutstanding
            
            
            9,158,000
            
            
            
            9,039,750




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





F
- 3





Ubiquitech
Software Corp.
 (A
Development Stage Company)
 Statement
of Cash Flows





For
      the period
            
            
            For
      the periodJanuary
      11,
            
            
            January
      11,Fiscal
      Year
            
            
            2007
      (inception)
            
            
            2007
      (inception)Ended
      August
            
            
            through
            
            
            through31, 2008
            
            
            August 31, 2007
            
            
            August 31, 2008Net
      (Loss)
            
            $
            (24,164
            )
            
            $
            (12,179
            )
            
            $
            (36,343
            )Adjustments
      to reconcile decrease in net assets to net cashprovided
      by operating activities:Stock
      issued for services
            
            
            -
            
            
            
            8,500
            
            
            
            8,500Increase
      in accounta payable
            
            
            2,198
            
            
            
            3,686
            
            
            
            5,884Net
      cash provided by operation activities
            
            
            (21,966
            )
            
            
            7
            
            
            
            (21,959
            )Cash
      flows from investing activities:-
            
            
            
            -
            
            
            
            -Net
      cash (used) in investing activities
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      flows from financing activities:Issuance
      of common stock
            
            
            -
            
            
            
            50,000
            
            
            
            50,000Deferred
      offering costs
            
            
            -
            
            
            
            (26,216
            )
            
            
            (26,216
            )Net
      cash provided from financing activities
            
            
            -
            
            
            
            23,784
            
            
            
            23,784Net
      increase in cash
            
            
            (21,966
            )
            
            
            23,791
            
            
            
            1,825Cash
      at beginning of period
            
            
            23,791
            
            
            
            -
            
            
            
            -Cash
      at end of period
            
            $
            1,825
            
            
            $
            23,791
            
            
            $
            1,825Supplemental
      disclosure information:Stock
      issued for services
            
            $
            -
            
            
            $
            8,500
            
            
            $
            8,500





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





F
- 4




Ubiquitech
Software Corp.


(A
Development Stage Company)
 Statement
of Shareholders' Equity





Number
      Of
            
            
            
            
            
            Capital
      Paid
            
            
            RetainedCommon
            
            
            Common
            
            
            in
      Excess
            
            
            EarningsShares Issued
            
            
            Stock
            
            
            of Par Value
            
            
            (Deficit)
            
            
            TotalBalance
      at January 11, 2007 (Inception)
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -January
      12, 2007 issued 8,500,000shares
      of par value $.001 common stockfor
      services valued at or $.001 per share
            
            
            8,500,000
            
            
            
            8,500
            
            
            
            -
            
            
            
            
            
            
            
            8,500January
      12, 2007 issued 500,000shares
      of par value $.001 common stockfor
      cash of $500 or $.001 per share
            
            
            500,000
            
            
            
            500
            
            
            
            -
            
            
            
            
            
            
            
            500April
      23, 2007 issued 40,000shares
      of par value $.001 common stockfor
      cash of $20,000 or $.50 per share
            
            
            40,000
            
            
            
            40
            
            
            
            19,960
            
            
            
            
            
            
            
            20,000August
      24, 2007 issued 114,000shares
      of par value $.001 common stockfor
      cash of $28,500 or $.25 per share
            
            
            114,000
            
            
            
            114
            
            
            
            28,386
            
            
            
            
            
            
            
            28,500August
      28, 2007 issued 4,000shares
      of par value $.001 common stockfor
      cash of $1,000 or $.25 per share
            
            
            4,000
            
            
            
            4
            
            
            
            996
            
            
            
            
            
            
            
            1,000Deferred
      Offering Costs
            
            
            
            
            
            
            
            
            
            
            (26,216
            )Net
      (Loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (12,179
            )
            
            
            (12,179
            )Balance
      at August 31, 2007
            
            
            9,158,000
            
            
            
            9,158
            
            
            
            23,126
            
            
            
            (12,179
            )
            
            
            20,105Net
      (Loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (24,164
            )
            
            
            (24,164
            )Balance
      at August 31, 2008
            
            
            9,158,000
            
            
            $
            9,158
            
            
            $
            23,126
            
            
            $
            (36,343
            )
            
            $
            (4,059
            )




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





F
- 5








Ubiquitech
Software Corp


(A
Development Stage Company)


Notes to
Financial Statements


For the
fiscal year ended August 31, 2008 and 2007 and


The
period January 11, 2007 (inception) through August 31, 2008









Note 1 - Organization and
Summary of Significant Accounting Policies





ORGANIZATION





Ubiquitech
Software Corp. (the “Company”), was incorporated in the State of Colorado on
January 11, 2007. The Company was formed to provide software development in the
data storage and management industry. The Company may also engage in any
business that is permitted by law, as designated by the board of directors of
the Company.








USE
OF ESTIMATES





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





STATEMENT
OF CASH FLOWS





For
purposes of the statement of cash flows, the Company considered demand deposits
and highly liquid-debt instruments purchased with maturity of three months or
less to be cash equivalents.





Cash paid
for interest during the period was $0.  Cash paid for income taxes
during the period was $0.





BASIC
EARNINGS PER SHARE





The basic
earnings (loss) per common share are computed by dividing the net income (loss)
for the period by the weighted average number of shares
outstanding.







F
- 6








Ubiquitech
Software Corp


(A
Development Stage Company)


Notes to
Financial Statements


For the
fiscal year ended August 31, 2008 and 2007 and


The
period January 11, 2007 (inception) through Augusty 31, 2008











Note 1 - Organization and
Summary of Significant Accounting Policies (Continued)





REVENUE
RECOGNITION





The
Company provides management consulting services. The revenue is recognized when
the services have been preformed. As of August 31, 2008 and 2007 the Company has
had no operations.





Note 2 – Basis of
Presentation





In the
course of its life the Company has had limited operations.  This
raises substantial doubt about the Company’s ability to continue as a going
concern.  Management filed a Limited Offering Registration with the
State of Colorado to acquire capital.  Management believes this will
contribute toward its operations and subsequent profitability.  The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.







Note 3 – Related Party
Events





The
Company currently has an office located at an address maintained by the
President on a rent free basis.





Note 4 – Capital
Stock





The
Company authorized 50,000,000 shares of no par value common
stock.  Through August 31, 2007, the Company issued a total of
9,158,000 shares raising $50,000 of cash.





On
January 12, 2007 the Company issued 8,500,000 shares of $.001 par value common
stock for services valued at $8,500 or $.001 per share. On January 12, 2007 the
Company issued 500,000 shares of $.001 par value common stock for $500 cash or
$.001 per share.





On April
23, 2007 the Company issued 40,000 shares of $.001 par value common stock for
$20,000 cash or $.50 per share.





On August
24, 2007 the Company issued 114,000 shares of $.001 par value common stock for
$28,500 cash or $.25 per share as part of a private offering.






F
- 7







Ubiquitech
Software Corp


(A
Development Stage Company)


Notes to
Financial Statements


For the
fiscal year ended August 31, 2008 and 2007 and


The
period January 11, 2007 (inception) through August 31, 2008










Note 4 – Capital Stock
(continued)





On August
28 2007 the Company issued 4,000 shares of $.001 par value common stock for
$1,000 cash or $.25 per share as part of a private offering





The
Company authorized 1,000,000 shares of no par value, preferred stock, to have
such preferences as the Directors of the Company may assign from time to time.
No preferred stock is either issued or outstanding as of August 31,
2008.





The
Company has declared no dividends through August 31, 2008.







Note 5 -  Income
Taxes





At August
31, 2008 and 2007 the Company had a net operating loss carry-forward of $36,343
and $12,179 respectively. As of August 31, 2008 the Company has fully allowed
for these losses in the valuation allowance. The valuation allowance offset the
net deferred tax asset for which there is no assurance of recovery.





The net
operating loss carry forward will begin to expire in 2027.





F
- 8







ITEM
8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.





We did
not have any disagreements on accounting and financial disclosures with our
present accounting firm during the reporting period.





ITEM
8A(T). CONTROLS AND PROCEDURES.





Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures





Under the
supervision and with the participation of our principal executive officer and
principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange
Act).   Accordingly, we concluded that our disclosure controls and
procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as
of August 31, 2008 to ensure that information required to be disclosed in
reports we file or submit under the Exchange Act is recorded, processed, and
summarized and reported within the time periods specified in SEC rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
an issuer in the reports that it files or submits under the Act is accumulated
and communicated to the issuer’s management, including its principal executive
and principal financial officers, or persons performing similar functions as
appropriate to allow timely decisions regarding required
disclosure.




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





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under
the Exchange Act. Our internal control over financial reporting are designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with U. S. generally accepted accounting principles. Our internal
control over financial reporting includes those policies and procedures
that:




i.
            pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;


ii.
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      the preparation of our  consolidated financial statements
      in  accordance with U. S. generally accepted accounting
      principles, and  that our receipts and expenditures are being made
      only in accordance with  authorizations of our management and
      directors; and


iii.
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the consolidated financial
  statements.





Management assessed the effectiveness
of the Company’s internal control over financial reporting as of August 31,
2008. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework.





Management
has concluded that our internal control over financial reporting was effective
as August 31, 2008.





Inherent
Limitations Over Internal Controls





Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations, including
the possibility of human error and circumvention by collusion or overriding of
controls. Accordingly, even an effective internal control system may not prevent
or detect material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may
deteriorate.







-
18 -








Changes
in Internal Control Over Financial Reporting.





We have
made no change in our internal control over financial reporting during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.





Attestation
Report of the Registered Public Accounting Firm.





This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this annual report on Form
10-KSB.





ITEM
8B. OTHER INFORMATION.





Nothing
to report.








PART
III





ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE   WITH SECTION 16(a) OF THE EXCHANGE ACT.





Set forth
below are the names of the directors and officers of the Company, all positions
and offices with the Company held, the period during which he or she has served
as such, and the business experience during at least the last five
years:




Name
            
            Age
            
            Positions and Offices
      HeldBrian
      Sobnosky
            
            46
            
            President,
      Treasurer, DirectorPatrick
      Nats
            
            41
            
            Secretary
      and Director




Mr. Sobnosky has been our
President, Treasurer and a Director since our inception. He is the founder
and has been the CEO of several software companies. His primary responsibilities
have been sales and marketing, finance, and operations. From 1995 to 1998 he
co-founded and was the CEO of Data Management Solutions, Inc. (DMSI), a systems
integration firm that in 1997 became the largest reseller of Veritas (now
Symantec) software in the world. DMSI was sold to a competitor, CRANEL, Inc., in
1998 while at a sales revenue  of approximately $20 million. His
primary responsibilities at DMSI were sales and marketing, finance, and
operations.





Mr. Sobnosky served as Vice President of Strategic Account Sales for
CRANEL Inc. from 1998-2000. Convergent Data Systems, Inc. (CDSI) was founded by
Mr. Sobnosky in May of 2000.




Founded
in November of 2002 by Mr. Sobnosky, Tavata Software Corporation (TSC) utilized
profits generated by CDSI to fund a software development effort aimed at
bringing an SMS software tool to the SMB market. This was successfully
accomplished in February of 2003. Mr. Sobnosky caused TSC to enter into a
significant software development and investment partnership with a large storage
hardware vendor in September of 2006. Mr. Sobnosky graduated in 1984 from
Youngstown State University with a degree in structural
engineering.





-
19 -








Mr. Nats has been our
Secretary and a Director since May, 2007. He is currently the Chief Technical
Officer (CTO) of @Hand Clinical Data, Inc.  @Hand is a Software
Development Company focused on providing Mobile Point of Care and Tracking
Software Applications for the Medical Critical Industry. He oversees all aspects
of software and technology product development for the company. From 2005-2006
He was senior database and technology architect with Comcast Inc., Greenwood
Village, CO., where he designed a Voice Over Internet Protocol (VOIP) billing
system for over 8 million projected users. Mr. Nats served as Technical Manager
for Cendant-Data Integrity Group from 2004-2005, where he designed automated
data collection software to scan numerous telephony based network switches for
reconciliation to billing and provisioning databases.  From 2003-2004
Mr. Nats was Chief Engineer with Confio Software where he oversaw the
development and engineering of an Oracle distributed multi-tier performance
tool. From 2001-2003 he was Vice President Application Development with Tavata
Software Corporation, a software development company focused on developing data
collection software for large technology enterprises and owned by Mr. Sobnosky.
Mr. Nats attended Front Range Community College of Colorado and Devry Institute
of Technology, Phoenix AZ from 1984-1989.





Family
Relationships




There are
no family relationships among our directors and executive officers. No director
or executive officer has been a director or executive officer of any business
which has filed a bankruptcy petition or had a bankruptcy petition filed against
it. No director or executive officer has been convicted of a criminal offense
within the past five years or is the subject of a pending criminal proceeding.
No director or executive officer has been the subject of any order, judgment or
decree of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities. No director or officer has been found by a court to have
violated a federal or state securities or commodities law.




Committees
of the Board of Directors





There are
no committees of the Board of Directors.





Section 16(a)
Beneficial Ownership Reporting Compliance





Section 16(a)
of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and
directors and persons owning more than ten percent of the Common Stock, to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-B
under the 34 Act requires us to identify in its Form 10-KSB and proxy statement
those individuals for whom one of the above referenced reports was not filed on
a timely basis during the most recent year or prior years. We have nothing to
report in this regard.




Code
of Ethics





Our Board
of directors has not adopted a code of ethics but plans to do so in the
future.





Options/SAR
Grants and Fiscal Year End Option Exercises and Values





We have
not had a stock option plan or other similar incentive compensation plan for
officers, directors and employees, and no stock options, restricted stock or SAR
grants were granted or were outstanding at any time.





Compensation
of Directors





None of
our directors received or were entitled to receive remuneration for the fiscal
year ended August 31, 2008. We were incorporated in 2007.







Item
10. EXECUTIVE COMPENSATION





No
compensation has been paid and no stock options granted to any of our officers
or directors since inception in 2007. Further, the officers and directors
are not accruing any compensation pursuant to any agreement with us. We have no
plans to pay any compensation to our officers or directors in the
future.





-
20 -






None
of our officers and directors will receive any finder’s fee, either directly or
indirectly, as a result of their respective efforts to implement our business
plan outlined herein.




No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of its
employees.








ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.





As of
November 1, 2008, we had 9,158,000 shares of Common Stock issued and
outstanding. No Preferred Stock has been issued or is outstanding as of the date
hereof.





The following sets forth the number of shares of our $.0.001 par value common
stock beneficially owned by (i) each person who, as of November 1,
2008.




- 
      each person who is known by us to beneficially own 5% or more of our
      common stock;




- 
      each of our directors and executive officers;
  and




- 
      all of our directors and executive officers, as a
  group.







Name
      and Address
            No.
      of
            Percentageof
      Beneficial Owner
            Common
      Shares
            of Ownership(1)(2)Brian
      Sobnosky
            8,500,000
            92.8%7730
      East Belleview Ave. #A202Englewood,
      CO 80111Patrick
      Nats
            -0-
            -0-7730
      East Belleview Ave. #A202Englewood,
      CO 80111All
      Officers and Directors as a Group
            8,500,000
            92.8%(two
      persons)


_______________





(1) All ownership is
beneficial and of record, unless indicated otherwise.





(2) The Beneficial
owner has sole voting and investment power with respect to the shares
shown.






ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





We
currently occupy approximately 500 square feet of office and retail space which
we rent from our President and largest shareholder on a month-to-month basis,
currently without charge.







-
21 -






ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K.





The
following financial information is filed as part of this report:





(a)          
(1) FINANCIAL STATEMENTS





(2)
SCHEDULES





(3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are
incorporated by reference to previously filed documents:





Exhibit
              Number
            Description3.1*
            Articles
      of Incorporation3.2*
            Bylaws21.1
            Subsidiaries31.1
            Certification
      of CEO/CFO pursuant to Sec. 30232.1
            Certification
      of CEO/CFO pursuant to Sec. 906





* Previously filed with Form SB-2 Registration Statement, October 31,
2007.





(b)     Reports
on Form 8-K. No reports have ever been filed under cover of Form
8-K.








ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES





Our
independent auditor, Ronald R. Chadwick, P.C., Certified Public Accountant,
billed an aggregate of $7,500 for the year ended August 31, 2008 and an
aggregate of $3,000 for the year ended August 31, 2007 and for professional
services rendered for the audit of the Company's annual financial statements and
review of the financial statements included in its quarterly
reports.





We do not
have an audit committee and as a result its entire board of directors performs
the duties of an audit committee. Our board of directors evaluates the scope and
cost of the engagement of an auditor before the auditor renders audit and
non-audit services.








-
22 -





SIGNATURES





In
accordance with Section 12 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 on November 26, 2008.








UBIQUITECH
      SOFTWARE CORPORATIONBy:
            /s/
      Brian SobnoskyBrian
      Sobnosky,Chief
      Executive Officer and President
              (principal
      executive officer and principal financial and accounting
      officer)




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacity and on the date indicated.





Date:
      November 26, 2008
            By:
            /s/
      Brian SobnoskyBrian
      Sobnosky,Director






Date:
      November 26, 2008
            By:
            /s/
      Patrick NatsPatrick
      Nats,Director









- 23
-