SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-QSB
 
 
 QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 For the Quarterly period ended
May 31, 2008
 
 Commission File No.0-52935
 
 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)
 
 Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports); and (2) has been subject
to such filing requirements for the past 90 days. Yes [X]   No [
]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes [X]    No [ ].
 
 Registrant's
revenues for its most recent fiscal quarter 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,
July 10, 2008, was 9,158,000.
 
 Transitional
Small Business Disclosure Format (check one): Yes [ ]   No
[X]
  
   
 FORM
10-QSB
 UBIQUITECH
SOFTWARE CORPORATION
 
 TABLE
OF CONTENTS
 
 
 PagePART
      I FINANCIAL INFORMATIONItem
      1. Financial Statements for the period ended May 31, 2008
              3Consolidated
      Balance Sheet (Unaudited)
              5Consolidated
      Statements of Operations (Unaudited)
              6Consolidated Statements of
      Shareholders’ Equity(Unaudited)
              8Consolidated
      Statements of Cash Flows (Unaudited)
              9Item
      2. Management's Discussion and Analysis and Plan of
    Operation
              11Item
      3. Controls and Procedures
              20PART
      II OTHER INFORMATIONItem
      1. Legal Proceedings
              20Item
      2. Changes in Securities
              20Item
      3. Defaults Upon Senior Securities
              20Item
      4. Submission of Matters to a Vote of Security Holders
              20Item
      5. Other Information
              20Item
      6. Exhibits and Reports on Form 8-K
              21Signatures
              22
 
 
  -
2 -
  
 PART
I FINANCIAL INFORMATION
 
 References
in this document to "us," "we," or "Company" refer to Ubiquitech Software
Corporation.
 
 
 
 ITEM 1.
FINANCIAL STATEMENTS
 
 
  
 
 UBIQUITECH
SOFTWARE CORPORATION
 
 CONSOLIDATED
FINANCIAL STATEMENTS
 (Unaudited)
 
 Quarter
Ended May 31, 2008
 
  
 
  -
3 -
  
  UBIQUITECH
SOFTWARE CORPORATION
 Consolidated
Financial Statements
 (Unaudited)
 
 
 TABLE
OF CONTENTS
 
  PageCONSOLIDATED
      FINANCIAL STATEMENTSConsolidated
      balance sheet (unaudited)
              5Consolidated
      statements of operations (unaudited)
              6Consolidated
      statements of shareholders’ equity (unaudited)
              8Consolidated
      statements of cash flows (unaudited)
              9Notes
      to unaudited consolidated financial statements
              10
   -
4 -


Ubiquitech
      Software CorpBalance
      Sheet(A
      Development Stage Company)Unaudited
              
              
              AuditedMay
              
              
              August31, 2008
              
              
              
              31, 2007ASSETSCurrent
      Assets:Cash
      and cash equivalents
              
              $
              4,600
              
              
              $
              23,791Total
      Current Assets
              
              
              4,600
              
              
              
              23,791TOTAL
      ASSETS
              
              $
              4,600
              
              
              $
              23,791LIABILITIES AND
      SHAREHOLDERS' EQUITYCurrent
      Liabilities - Accounts payable
              
              
              4,705
              
              
              
              3,686TOTAL
      LIABILITIES
              
              
              4,705
              
              
              
              3,686SHAREHOLDERS'
      EQUITYPreferred
      stock, $.10 par value per share;Authorized
      1,000,000 Shares; Issuedand
      outstanding -0- shares.
              
              
              -
              
              
              
              -Common
      Stock, $.001 per share;Authorized
      50,000,000 Shares; Issuedand
      outstanding 9,158,000 shares
              
              
              9,158
              
              
              
              9,158Capital
      paid in excess of par value
              
              
              23,126
              
              
              
              23,126(Deficit)
      accumulated during the development stage
              
              
              (32,389
              )
              
              
              (12,179
              )TOTAL
      SHAREHOLDERS' EQUITY
              
              
              (105
              )
              
              
              20,105TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
              
              $
              4,600
              
              
              $
              23,791
 
 See
Accompanying Notes To These Unaudited Financial Statements.
  -
5 -
  
 Ubiquitech
      Software CorpUnaudited
      Statement Of Operations(A
      Development Stage Company)Unaudited
              
              
              Unaudited3
      Months
              
              
              3
      MonthsEnded
              
              
              EndedMay
              
              
              May31, 2008
              
              
              
              31, 2007Revenue:
              
              $
              -
              
              
              $
              -General
      & Administrative ExpensesAccounting
              
              
              1,500
              
              
              
              1,500Consulting
              
              
              -
              
              
              
              8,500Legal
              
              
              500
              
              
              
              -Office
              
              
              -
              
              
              
              -Printing
              
              
              450Stock
      transfer fees
              
              
              132
              
              
              
              -Total
      General & administrative expenses
              
              
              2,582
              
              
              
              10,000(Loss)
      before other income
              
              
              (2,582
              )
              
              
              (10,000
              )Other income-
      Interest
              
              
              2
              
              
              
              -Net
      (Loss)
              
              $
              (2,580
              )
              
              $
              (10,000
              )Basic
      (Loss) per common share
              
              
              (0.00
              )
              
              
              (0.00
              )Weighted
      Average Common Shares Outstanding
              
              
              9,158,000
              
              
              
              3,753,333
  See
Accompanying Notes To These Unaudited Financial Statements.
  -
6 -
  
 Ubiquitech
      Software CorpUnaudited
      Statement Of Operations(A
      Development Stage Company)Unaudited
              
              
              Unaudited
              
              
              Unaudited9
      Months
              
              
              January
      11,
              
              
              January
      11,Ended
              
              
              2007
      (inception)
              
              
              2007
      (inception)May
              
              
              through
      May
              
              
              through
      May31, 2008
              
              
              
              31, 2007
              
              
              
              31, 2008Revenue:
              
              $
              -
              
              
              $
              -
              
              
              $
              -General
      & Administrative ExpensesAccounting
              
              
              6,250
              
              
              
              1,500
              
              
              
              6,250Consulting
              
              
              1,000
              
              
              
              -
              
              
              
              9,500Legal
              
              
              8,000
              
              
              
              8,500
              
              
              
              8,000Office
              
              
              260
              
              
              
              
              
              
              
              260Printing
              
              
              4,695
              
              
              
              
              
              
              
              4,695Stock
      transfer
              
              
              132
              
              
              
              -
              
              
              
              3,818Total
      General & administrative expenses
              
              
              20,337
              
              
              
              10,000
              
              
              
              32,523(Loss)
      before other income
              
              
              (20,337
              )
              
              
              (10,000
              )
              
              
              (32,523
              )Other income-
      Interest
              
              
              127
              
              
              
              -
              
              
              
              134Net
      (Loss)
              
              $
              (20,210
              )
              
              $
              (10,000
              )
              
              $
              (32,389
              )Basic
      (Loss) per common share
              
              
              (0.00
              )
              
              
              (0.00
              )
              
              
              (0.00
              )Weighted
      Average Common Shares Outstanding
              
              
              9,158,000
              
              
              
              3,753,333
              
              
              
              9,158,000
  See
Accompanying Notes To These Unaudited Financial Statements.
  -
7 -
  
 Ubiquitech
      Software Corp(A
      Development Stage Company)Unaudited
      Statement of Shareholders' EquityAugust
      31, 2006 (inception) through May 31, 2008Deficit
      accumulatedNumber
      Of
              
              
              
              
              
              Capital
      Paid
              
              
              during
      theCommon
              
              
              Common
              
              
              in
      Excess
              
              
              developmentShares Issued
              
              
              Stock
              
              
              of Par Value
              
              
              stage
              
              
              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
              )
              
              $
              20,105Net
      (Loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (20,210
              )
              
              
              (20,210
              )Balance
      at May 31, 2008 (unaudited)
              
              
              9,158,000
              
              
              $
              9,158
              
              
              $
              23,126
              
              
              $
              (32,389
              )
              
              $
              (105
              )
  See
Accompanying Notes To These Unaudited Financial Statements.
  -
8 -
  
 Ubiquitech
      Software CorpUnaudited
      Statement Of Cash Flows(A
      Development Stage Company)Unaudited9
      MonthsEndedMay

                  31, 2008
              
              
              UnauditedJanuary
      11,2007 (inception)through May

                  31, 2007
              
              
              UnauditedJanuary
      11,2007 (inception)through May

                  31, 2008Cash
      Flows From Operating Activities:Net
      (Loss)
              
              $
              (20,210
              )
              
              $
              (10,000
              )
              
              
              (32,389
              )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Stock
      issued for services
              
              
              -
              
              
              
              8,500
              
              
              
              8,500Increase
      in accounts payable
              
              
              1,019
              
              
              
              -
              
              
              
              4,706Net
      Cash Flows (used) in operations
              
              
              (19,191
              )
              
              
              (1,500
              )
              
              
              (19,183
              )Cash
      Flows From Investing Activities:-
              
              
              
              -
              
              
              
              -Net
      Cash Flows (used) in Investing activities
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      Flows From Financing Activities:Issuance
      of common stock
              
              
              -
              
              
              
              20,500
              
              
              
              50,000Deferred
      offering costs
              
              
              -
              
              
              
              (12,000
              )
              
              
              (26,217
              )Net
      Cash Flows provided by financing activities
              
              
              -
              
              
              
              8,500
              
              
              
              23,783Net
      Increase (Decrease) In Cash and cash equivalents
              
              
              (19,191
              )
              
              
              7,000
              
              
              
              4,600Cash
      and cash equivalents at beginning of period
              
              
              23,791
              
              
              
              -
              
              
              
              -Cash
      and cash equivalents at end of period
              
              $
              4,600
              
              
              
              7,000
              
              
              $
              4,600Supplementary
      Disclosure Of Cash Flow Information:Stock
      issued for services
              
              $
              -
              
              
              $
              8,500
              
              
              $
              8,500Cash
      paid for interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cash
      paid for income taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -
  See
Accompanying Notes To These Unaudited Financial Statements.
  -
9 -
  Ubiquitech
Software Corp.
 Notes To
Unaudited Financial Statements
 For The Three Month and Nine
Month Period Ended May 31, 2008
 
 
 Note 1 - Unaudited Financial
Information
 
 The
unaudited financial information included for the three and nine month
interim periods ended May 31, 2008 was taken from the books and records without
audit. However, such information reflects all adjustments (consisting only of
normal recurring adjustments, which are of the opinion of management, necessary
to reflect properly the results of interim period presented). The results of
operations for the three month period and nine month period ended May 31, 2008
are not necessarily indicative of the results expected for the fiscal year
ended  August 31, 2008.
 
 Note 2 - Financial
Statements
 
 For a
complete set of footnotes, reference is made to the Company’s Report on Form
10K-SB for the year ended August 31, 2007 as filed with the Securities and
Exchange Commission and the audited financial statements included
therein.
 
  -
10 -
   ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
 
 The following discussion of our
financial condition and results of operations should be read in conjunction
with, and is qualified in its entirety by, the consolidated financial statements
and notes thereto included in, Item 1 in this Quarterly Report on Form 10-QSB.
This item contains forward-looking statements that involve risks and
uncertainties. Actual results may differ materially from those indicated in such
forward-looking statements.
 
 Forward-Looking
Statements
 
 This Quarterly Report on Form 10-QSB
and the documents incorporated herein by reference contain forward-looking. Such
forward-looking statements are based on current expectations, estimates, and
projections about our industry, management beliefs, and certain assumptions made
by our management. Words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks", "estimates", variations of such words, and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties, and assumptions that are difficult to predict; therefore,
actual results may differ materially from those expressed or forecasted in any
such forward-looking statements. Unless required by law, we undertake no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise. However, readers should
carefully review the risk factors set forth herein and in other reports and
documents that we file from time to time with the Securities and Exchange
Commission, particularly the Report on Form 10-KSB and any Current Reports on
Form 8-K.
 
 Risk
Factors
 
 You should carefully consider the risks
and uncertainties described below; and all of the other information included in
this document. Any of the following risks could materially adversely affect our
business, financial condition or operating results and could negatively impact
the value of your investment.
 
 Risks
Related to Our Business and Industry
 
 We
are recently formed, have a limited operating history, and have never been
profitable.  We have negative retained earnings.
 
 We were formed as a Colorado business
entity in January, 2007. At the present time, we are a development stage company
which is only minimally capitalized, has not engaged in any substantial business
activity, and have no successful operating history. There can be no
guarantee that we will ever be profitable. From our inception onJanuary 11,
2007throughMay
31, 2008, we generated no
revenue. We had a net loss of $32,389 for this period.For the
fiscal quarter ended May 31, 2008, we generated no revenue.We had a net loss of $2,580 for this
period. AtMay 31, 2008, we had a retained earnings deficit of
$32,389.
 
 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:
  -
11 -
   ·
              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 May 31, 2008, we had one
employee, our President. If we experience rapid growth of our operations, we
could see a backlog of client orders. We can resolve these capacity issues by
hiring additional personnel and upgrading our infrastructure. However, we cannot
guarantee that sufficient additional personnel will be available or that we will
find suitable technology to aid our growth. In any case, we will continue
pursuing additional sales growth for our company. Expanding our infrastructure
will be expensive, and will require us to train our workforce, and improve our
financial and managerial controls to keep pace with the growth of our
operations.
  -
12 -
  
 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.
   -
13 -
  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.
 
 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.
  -
14 -
 
 
 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
May 31, 2008, a total of 9,040,000, or approximately 99%, will be restricted
from immediate resale but may be sold into the market in the near future. This
could cause the market price of our common stock to drop significantly, even if
our business is doing well.
 
 As restrictions on resale end, the
market price of our stock could drop significantly if the holders of restricted
shares sell them or are perceived by the market as intending to sell
them.
 
 Applicable
SEC rules governing the trading of “Penny Stocks” limits the liquidity of our
common stock, which may affect the trading price of our common
stock.
  Our common stock is currently not
quoted on in any market. If our common stock becomes quoted, we anticipate that
it will trade well below $5.00 per share. As a result, our common stock is
considered a “penny stock” and is subject to SEC rules and regulations that
impose limitations upon the manner in which our shares can be publicly
traded.  These regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock and the associated risks.  Under these regulations,
certain brokers who recommend such securities to persons other than established
customers or certain accredited investors must make a special written
suitability determination for the purchaser and receive the written purchaser’s
agreement to a transaction prior to purchase.  These regulations have
the effect of limiting the trading activity of our common stock and reducing the
liquidity of an investment in our common stock
 
 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.
 
  -
15 -
  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.
 
 Overview and
History
 
 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.
 
 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.
  -
16 -
  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.
 
 Results of
Operations
 
 The following discussion involves our
results of operations for the fiscal quarter ending May 31, 2008 compared to the
fiscal quarter ending May 31, 2007 and for the nine months ended May 31,
2007 , as well as for the  period from inception through May 31,
2007 and the period from inception through May 31, 2008.
 
 For the
fiscal quarter ended May 31, 2008 and from inception through May 31, 2008,
we had no revenues.
 
 General and administrative expenses for
the fiscal quarter ended May 31, 2008 were $2,582, compared to $10,000 for
the three months ended May 31, 2007.  General and administrative expenses
from inception through May 31, 2007 was $10,000 as compared to $32,523 for
the period from inception through May 31, 2008.  General and administrative
expenses for the nine months ended May 31, 2008 were $20,337. The major
components of these general and administrative expenses were payments to
independent contractors, professional fees, and prepaid expenses. While our
general and administrative expenses will continue to be our largest expense
item, we believe that this expense will stabilize in the coming fiscal year as
we reduce independent contractors, professional fees, and prepaid
expenses.
 
 We had a net loss of $2,580 for the
fiscal quarter ended May 31, 2008, compared to a net loss of $10,000 for
the three months ended May 31, 2007.  We had a new loss of $10,000
from inception through May 31, 2007 as compared to a net loss of $32,389 for the
period from inception through May 31, 2008.  We had a net loss of
20,210 for the nine months ended May 31, 2008.
 
 We believe that overhead cost in
current operations should remain fairly constant as revenues develop.  Each
dollar of revenue will have minimal offsetting overhead cost.  If we can
develop sufficient revenues, we could be profitable by the end of fiscal year
2008.
 
  -
17 -
  Liquidity and Capital
Resources
 
 As of May 31, 2008, we had cash or cash
equivalents of $4,600, compared to cash or cash equivalents of $7,000 at May 31,
2007.
 
 Net cash used in operating activities
was $19,191 for the nine months ended May 31, 2008 compared to $1,500 for the
period from inception through May 31, 2007.  Net cash used in
operating activities was $19,183 for the period from inception through May 31,
2008.  We anticipate that overhead costs in current operations will remain
fairly constant as we develop revenue.
 
 Cash flows used in investing activities
were $-0- for the nine months ended May 31, 2008, compared to $ -0- for the
period from inception through May 31, 2008.
 
 Cash flows provided by financing
activities were $-0- for the nine months ended May 31, 2008.  Cash
flows provided by financing activities were $23,783 for the period from
inception through May 31, 2008 as compared to $8,500 for the period from
inception through May 31, 2007. All cash flows were related to our recent
private placement activity.
 
 Over the next twelve months our capital
costs will be approximately $10,000 to $12,000 primarily to expand our current
operations. We plan to buy additional equipment to be used in our
operations.
 
 We believe that our recent public
offering will provide sufficient capital in the short term for our current level
of operations, which includes becoming profitable. Additional resources will be
needed to expand into additional locations.
 
 Otherwise, we do not anticipate needing
to raise additional capital resources in the next twelve months.
 
 Until the current operations become
cash flow positive, our officers and directors will fund the operations to
continue the business. At this time we have no other resources on which to get
cash if needed without their assistance.
 
 Our principle source of liquidity is
our operations. Our variation in sales is based upon the level of our catering
event activity and will account for the difference between a profit and a loss.
Also business activity is closely tied to the economy of Denver and the U.S.
economy. A slow down in entertaining activity will have a negative impact to our
business. In any case, we try to operate with minimal overhead. Our primary
activity will be to seek to expand the number of catering events and,
consequently, our sales. If we succeed in expanding our customer base 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.
 
 Plan of
Operation
 
 Our plan
for the twelve months beginning January 1, 2008 is to operate at a profit
or at break even. Our plan is to attract sufficient additional product sales and
services within our present organizational structure and resources to become
profitable in our operations.
 
 Currently,
we are conducting business in only one location in the Denver Metropolitan area.
We have no plans to expand into other locations or areas. The timing of the
completion of the milestones needed to become profitable are not directly
dependent on anything except our ability to develop sufficient revenues. We
believe that we can achieve profitability as we are presently organized with
sufficient business. Our principal cost will be marketing our product. At
this point, we do not know the scope of our potential marketing costs but will
use our existing resources to market our product. Our resources consist of our
available cash and advances from Mr. Sobnosky, who has agreed to loan such funds
as may be necessary through December 31, 2008 for working capital
purposes.
  -
18 -
  
 If we are
not successful in our operations we will be faced with several
options:
 
 1.
              Cease
      operations and go out of business;
 
 2.
              Continue
      to seek alternative and acceptable sources of
  capital;
 
 3.
              Bring
      in additional capital that may result in a change of control;
      or
  4.
              Identify
      a candidate for acquisition that seeks access to the public marketplace
      and its financing sources
 
 Currently,
we believe that we have sufficient capital to implement our proposed business
operations or to sustain them through December 31, 2008. If we can become
profitable, we could operate at our present level indefinitely. To date, we have
never had any discussions with any possible acquisition candidate nor have we
any intention of doing so.
 
 Proposed Milestones to
Implement Business Operations
  At the
present time, we plan to operate from one location in the Denver Metropolitan
area. Our plan is to make our operation profitable by the end of our next fiscal
year. We estimate that we must generate approximately $50,000 in sales per year
to be profitable.
 
 We
believe that we can be profitable or at break even by the end of the current
fiscal year, assuming sufficient sales. Based upon our current plans, we have
adjusted our operating expenses so that cash generated from operations and from
working capital financing is expected to be sufficient for the foreseeable
future to fund our operations at our currently forecasted levels. To try to
operate at a break-even level based upon our current level of anticipated
business activity, we believe that we must generate approximately $50,000 in
revenue per year. However, if our forecasts are inaccurate, we may need to raise
additional funds. Our resources consist of our available cash and advances from
Mr. Sobnosky, who 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 and 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.
 
 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
  Other
than advances from Mr. Sobnosky, who has agreed to loan such funds as may be
necessary through December 31, 2008 for working capital purposes, there is no
assurance that additional funds will be made available to us on terms that will
be acceptable, or at all, if and when needed. We expect to generate and increase
sales, but there can be no assurance we will generate sales sufficient to
continue operations or to expand.
 
 We
also are planning to rely on the possibility of referrals from clients and will
strive to satisfy our clients. We believe that referrals will be an effective
form of advertising because of the quality of service that we bring to clients.
We believe that satisfied clients will bring more and repeat
clients.
 
 In the
next 12 months, we do not intend to spend any material funds on research and
development and do not intend to purchase any large equipment.
 
  -
19 -
  Recently Issued Accounting
Pronouncements.
 
 We do not
expect the adoption of any recently issued accounting pronouncements to have a
significant impact on our net results of operations, financial position, or cash
flows.
 
 Seasonality.
 
 We do not
expect our revenues to be impacted by seasonal demands for our
services.
  
 ITEM
3. CONTROLS AND PROCEDURES
 
 As of the end of the period covered by
this Quarterly Report on Form 10-QSB, 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 its
management, including our combined Chief Executive Officer and Chief Financial
Officer. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified by the SEC rules and
forms, and that such information is accumulated and communicated to our
management, including our certifying officer, to allow timely decisions
regarding the required disclosure. There was no change in internal control over
financial reporting identified in connection with the evaluation required under
paragraph (d) of Rules 13a-15 or 15d-15 during the period covered by this
Quarterly Report of Form 10-QSB that has materially affected or is reasonably
likely to materially affect our internal control over financial
reporting.
 
 
 PART
II. OTHER INFORMATION
 
 ITEM
1. LEGAL PROCEEDINGS
 
 There are
no legal proceedings, to which we are a party, which could have a material
adverse effect on our business, financial condition or operating
results.
 
 ITEM
2. CHANGES IN SECURITIES
 None
 
 ITEM
3. DEFAULTS UPON SENIOR SECURITIES
 None
 
 ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 None
 
 ITEM
5. OTHER INFORMATION
 Not
Applicable
 
  -
20 -
  ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K
 
 Exhibits
 
 Exhibit
      No.
              Description3.1*
              Articles
      of Incorporation of Ubiquitech Software Corporation3.2*
              Bylaws
      of Ubiquitech Software Corporation5.1*
              Opinion
      of David Wagner & Associates, P.C.23.1*
              Consent
      of Independent Auditors31.1
              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.
 
 The
Company filed no reports on Form 8-K during the fiscal quarter ended May 31,
2008.
 
  -
21 -
  
 SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
dully caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 
 Ubiquitech
      Software CorporationDate: July 14,
      2008
              By:
              /s/Brian SobnoskyBrian
      Sobnosky
                Chief
      Executive Officer
                Chief
      Financial Officer
  -
22-