SECURITIES
      AND EXCHANGE
      COMMISSION


Washington,
      D.C.
      20549





FORM
      10-KSB/A


Amendment
        No. 1





Annual
      Report Under Section 13 or 15(d) of


the
      Securities Exchange Act of 1934





For
      the
      Fiscal Year Ended: August
      31,
      2007





Commission
      File No.000-52395





UBIQUITECH
      SOFTWARE
      CORPORATION


(Exact
      Name of Small Business Issuer 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 []   No
      [X].





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, 2007, was 9,158,000.











FORM
      10-KSB


Ubiquitech
      Software
      Corporation





INDEX




PagePART
                IItem
                1. Description of Business
            3Item
                2. Description of Property
            11Item
                3. Legal Proceedings
            11Item
                4. Submission of Matters to a Vote of Security Holders
            11PART
                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
            17Item
                8A. Controls and Procedures
            17Item
                8B. Other Information
            17PART
                IIIItem
                9. Directors, Executive Officers, Promoters and Control Persons;
                Compliance with Section 16(a) of the Exchange Act
            17Item
                10. Executive Compensation
            19Item
                11. Security Ownership of Certain Beneficial Owners
                and Management
            19Item
                12. Certain Relationships and Related Transactions
            20Item
                13. Exhibits and Reports on Form 8-K
            20Item
                14. Principal Accountant Fees and Services
            20Financial
                Statements pages
            F-1
                – F-8Signatures
            21




-
            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 andthe other information
      in this
      document before deciding to invest in shares ofour common
      stock.





The
      occurrence of any of the
      following risks could materially and adverselyaffect our business,
      financial
      condition and operating result. In this case,the trading price
      of our common
      stock could decline and you might lose all orpart of your
      investment.





Risks
      Related to Our Business and
      Industry





We
      are recently formed, have no
      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 are a development stage company
      which is only minimally capitalized, has not engaged in any substantial business
      activity, and has no successful operating history. There can be no
      guarantee that we will ever be profitable. From our inception onJanuary 11,
      2007through August 31,
      2007, we generated no revenue. We had a net loss of $12,179 for this period.
      At
      August 31, 2007 we had a retained earnings deficit of
      $12,179.





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, 2007,
      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 begin active
                operations;




·
            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, 2007, 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.





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            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.




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            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.




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            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, 2007, 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.




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            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.





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            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 2007.
      We plan to utilize the expertise and existing business relationships of our
      principal officer, Mr. Sobnoskyto develop
      our opportunities. All operational decisions will be made solely by Mr.
      Sobnosky.





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            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, 2007, 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)
      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.





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.





-
            11 -





PART
      II





ITEM
      5. MARKET FOR COMMON EQUITY AND
      RELATED STOCKHOLDER MATTERS.





MARKET
      FOR COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS




Holders





As
      of
      November 1, 2007, there were 63 record holders of our common stock and there
      were 9,158,000 shares of our common stock outstanding. No public market
      currently exists for shares of our common stock. We intend to apply to have
      our
      common stock listed for quotation on the Over-the-Counter Bulletin
      Board.





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:




l
            contains
                a description of the nature and level of risk in the market for penny
                stocks in both public offerings and secondary
                trading;





l
            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;





l
            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;




l
              contains
                  a toll-free telephone number for inquiries on disciplinary
                  actions;




l
              defines
                  significant terms in the disclosure document or in the conduct
                  of trading
                  penny stocks; and




l
            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:




l
              the
                  bid and offer quotations for the penny
                  stock;
 l
                the
                    compensation of the broker-dealer and its salesperson in the
                    transaction;




l
            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




l
              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





Once
      our
      registration statement under Form SB-2 has been declared effective, we will
      be
      subject to certain reporting requirements and will furnish annual financial
      reports to our stockholders, certified by our independent accountants, and
      will
      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-Clearing Corp, 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, 2007, 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 $12,179for 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
      period from January 11, 2007 through August 31, 2007 was $12,186. 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 $12,179 for the period from
      January 11, 2007 through August 31, 2007.





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, 2007, we had cash or cash equivalents of $23,791.





Net
      cash
      used for operating activities was $12,179 from our inception on January 11,
      2007
      through August 31, 2007.





Cash
      flows from investing activities were $-0- from our inception on January 11,
      2007
      through August 31, 2007.





Cash
      flows provided by financing activities were $23,784 from our inception on
      January 11, 2007 through August 31, 2007.  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.





-
            15 -





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.





The
      accounting policies that we follow are set forth in Note 2 to our financial
      statements as included in this prospectus. 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 small business issuers, 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.





-
            16 -





ITEM
      7. FINANCIAL
      STATEMENTS.















FINANCIAL
      STATEMENTS





with





REPORT
      OF INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM

























Ubiquitech
      Software Corporation


(A
      Development Stage Company)









FINANCIAL
      STATEMENTS









With
      Independent Accountant’s Audit Report





For
      the
      period January 11, 2007 (Inception) Through August 31, 2007






















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 sheet of Ubiquitech Software Corporation (a
      development stage company) as of August 31, 2007 and the related statements
      of
      operations, stockholders' equity and cash flows for the period from January
      11,
      2007 (inception) through August 31, 2007. 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, 2007 and the related statements of operations, stockholders'
      equity and cash flows for the period from January 11, 2007 (inception) through
      August 31, 2007 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.


October
      16,
      2007                                                                                                                     RONALD
      R. CHADWICK, P.C.








F
            - 1








Ubiquitech
      Software Corporation


(A
      Development Stage Company)


Balance
      Sheet


as
      of
      August 31, 2007





Current
                Assets- Cash
            
            $
            23,791TOTAL
                ASSETS
            
            $
            23,791LIABILITIES
                AND SHAREHOLDERS'
                EQUITY (DEFICIT)LIABILITIES  -
                Accounts payable
            
            $
            3,686TOTAL
                LIABILITIES
            
            $
            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.
            
            
            9,158Capital
                paid in excess of par value
            
            
            23,126Retained
                earnings (deficit)
            
            
            (12,179
            )TOTAL
                SHAREHOLDERS' EQUITY
            
            
            20,105TOTAL
                LIABILITIES AND SHAREHOLDERS' EQUITY
            
            $
            23,791




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




F
            - 2








Ubiquitech
      Software Corporation


(A
      Development Stage Company)


Statement
      of
      Operations


For
      the
      period January 11, 2007 (Inception) through August 31, 2007








Revenue
            
            $
            -General
                and administrative
                expensesConsulting
            
            
            8,500Stock
                transfer fees
            
            
            3,686Total
                General and administrative expenses
            
            
            12,186(Loss)
                before other
                income
            
            
            (12,186
            )Other
                income -
                Interest
            
            
            7Net
                (Loss)
            
            $
            (12,179
            )Basic
                (Loss) Per Share
            
            
            (0.00
            )Weighted
                Average Common SharesOutstanding
            
            
            9,039,750




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





F
            - 3








Ubiquitech
      Software Corporation


(A
      Development Stage Company)


Statement
      of Cash
      Flows


For
      the
      period January 11, 2007 (Inception) through August 31, 2007








Net
                (Loss)
            
            $
            (12,179
            )Adjustments
                to reconcile decrease in net assets to net cashprovided
                by operating activities:Stock
                issued for services
            
            
            8,500Increase
                in accounts payable
            
            
            3,686Net
                cash provided by operation activities
            
            
            7Cash
                flows from investing
                activities:Net
                cash (used) in investing activities
            
            
            -Cash
                flows from financing
                activities:Issuance
                of common stock
            
            
            50,000Deferred
                offering costs
            
            
            (26,216
            )Net
                cash provided from financing activities
            
            
            23,784Net
                increase in
                cash
            
            
            23,791Cash
                at beginning of period
            
            
            -Cash
                at end of
                period
            
            $
            23,791Supplemental
                disclosure
                information:Stock
                issued for services
            
            $
            8,500





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


F
            - 4





Ubiquitech
      Software Corporation


(A
      Development Stage Company)


Statement
      of Shareholders'
      Equity


As
      of
      August 31, 2007







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
            )
            
            
            
            
            
            
            (26,216
            )Net
                (Loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (12,179
            )
            
            
            (12,179
            )Balance
                at August 31,
                2007
            
            
            9,158,000
            
            
            $
            9,158
            
            
            $
            23,126
            
            
            $
            (12,179
            )
            
            $
            20,105





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





F
            - 5







Ubiquitech
      Software
      Corporation


(A
      Development Stage Company)


Notes
      to
      Financial Statements


For
      the
      Period January 11, 2007 (Inception) Through August 31, 2007





Note
      1 - Organization and
      Summary of Significant Accounting Policies





ORGANIZATION





Ubiquitech
      Software Corporation. (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 at August
      31, 2007.







F
            - 6





Ubiquitech
      Software
      Corporation


(A
      Development Stage Company)


Notes
      to
      Financial Statements


For
      the
      Period January 11, 2007 (Inception) Through August 31, 2007







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, 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.











F
            - 7





Ubiquitech
      Software
      Corporation


(A
      Development Stage Company)


Notes
      to
      Financial Statements


For
      the
      Period January 11, 2007 (Inception) Through August 31, 2007


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
 
 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





Note
      4 – Capital Stock
      (continued)





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,
      2007.





The
      Company has declared no dividends through August 31, 2007.








Note
      5 -  Income
      Taxes





At
      August
      31, 2007, the Company had a tax loss of $(12,179). As of August 31, 2007 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 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. CONTROLS AND
      PROCEDURES.





Evaluation
      of Disclosure Controls and
      Procedures





As
      of the
      end of the period covered by this annual report on Form 10-KSB, we evaluated
      the
      effectiveness of the design and operation of its disclosure controls and
      procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
      and 15d-15(e)). That evaluation was performed under the supervision and with
      the
      participation of our management, including our Chief Executive Officer and
      Chief
      Financial Officer. Based on that evaluation, our Chief Financial Officer
      concluded that our disclosure controls and procedures are effective in timely
      alerting him to material information required to be included in its periodic
      SEC
      filings.





Changes
      in Internal Control over
      Financial Reporting





We
      have
      made no significant change in our internal control over financial reporting
      during the most recent fiscal quarter covered by this annual report on Form
      10-KSB that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.








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.
      Sobnoskyhas 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.





-17
            -




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.





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.





-18
            -





Compensation
      of
      Directors





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




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, 2007, 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, 2007.




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.





-19
            -





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.








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*
            Bylaws31.1
            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 $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.





-20
            -







SIGNATURES





In
      accordance with Section 12 of the SecuritiNovember 28es Exchange Act of 1934,
      the Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized on January 14, 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:
                January 14, 2008
            By:
            /s/
                Brian SobnoskyBrian
                Sobnosky,Director






Date:
                January 14, 2008
            By:
            /s/
                Patrick NatsPatrick
                Nats,Director




-
      21
      -