SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q








QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the Quarterly period ended
November 30, 2008





Commission File No.0-52395





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)





7955
      East East Arapahoe Road, #1100Englewood,
      CO80112


(Address of principal executive
offices)(zip
code)





(303)
949-6038


(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 large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “small reporting company” in Rule
12b-2 of the Exchange Act.





Large
      accelerated filer
      []
            Accelerated
      filer []Non-accelerated
      filer [] (Do not check if a smaller reporting company)
            Smaller
      reporting company  [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].





The
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date, November 30, 2008, was 9,158,000.










FORM
10-Q


UBIQUITECH
SOFTWARE CORPORATION





TABLE
OF CONTENTS


PART
      I  FINANCIAL INFORMATIONItem
      1. Financial Statements for the period ended November 30,
    2008Balance
      Sheet (Unaudited)
              5Statements of
      Operations (Unaudited)
              6Statements of
      Cash Flows (Unaudited)
              7Unaudited
      Consolidated Statements of Shareholder's Equity
(Unaudited)
              8Notes
      to Financial Statements
              9Item
      2. Management’s Discussion and Analysis and Plan of
    Operation
              10Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
              14Item
      4. Controls and Procedures
              14Item
      4T. Controls and Procedures
              15PART
      II  OTHER INFORMATIONItem
      1. Legal Proceedings
              15Item
      1A. Risk Factors
              15Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              21Item
      3. Defaults Upon Senior Securities
              21Item
      4. Submission of Matters to a Vote of Security Holders
              21Item
      5. Other Information
              21Item
      6. Exhibits
              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


(A
Development Stage Company)








CONSOLIDATED
FINANCIAL STATEMENTS


(Unaudited)








Quarter
Ended November 30, 2008














-
3 -




UBIQUITECH
SOFTWARE CORPORATION


Consolidated
Financial Statements


(A
Development Stage Company)


(Unaudited)








TABLE
OF CONTENTS








PageCONSOLIDATED
      FINANCIAL STATEMENTSUnaudited
      consolidated balance sheet
            5Unaudited
      consolidated statements of operation
            6Unaudited
      consolidated statements of cash flows
            7Unaudited
      consolidated statements of shareholder's equity
            8Notes
      to consolidated financial statements
            9








-
4 -





Ubiquitech
Software Corp


Consolidated
Balance Sheet


(A
Development Stage Company)


Unaudited




Unaudited
            
            
            AuditedNovember
            
            
            August30, 2008
            
            
            
            31, 2008ASSETSCurrent
      Assets:Cash
      and cash equivalents
            
            $
            1,327
            
            
            $
            1,825Total
      Current Assets
            
            
            1,327
            
            
            
            1,825TOTAL
      ASSETS
            
            $
            1,327
            
            
            $
            1,825LIABILITIES AND
      SHAREHOLDERS' EQUITYAccounts
      payable
            
            
            5,652
            
            
            
            5,884Interest
      payable
            
            
            40
            
            
            
            -Note
      payable related party
            
            
            12,000
            
            
            
            -TOTAL
      LIABILITIES
            
            
            17,692
            
            
            
            5,884SHAREHOLDERS'
      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
            
            
            (48,649
            )
            
            
            (36,343
            )TOTAL
      SHAREHOLDERS' EQUITY
            
            
            (16,365
            )
            
            
            (4,059
            )TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
            
            $
            1,327
            
            
            $
            1,825





See
Accompanying Notes To These Unaudited Financial Statements.


-
5 -




Ubiquitech
Software Corp


Unaudited
Consolidated Statement Of Operations


(A
Development Stage Company)





Unaudited
            
            
            Unaudited
            
            
            Unaudited3
      Months
            
            
            3
      Months
            
            
            January
      11,Ended
            
            
            Ended
            
            
            2007
      (inception)November
            
            
            November
            
            
            through
      November30, 2008
            
            
            
            30, 2007
            
            
            
            30, 2008Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -General
      and administrative expensesConsulting
            
            
            -
            
            
            
            1,000
            
            
            
            8,500Office
            
            
            309
            
            
            
            3,121
            
            
            
            5,264Professional
      fees
            
            
            4,750
            
            
            
            3,250
            
            
            
            20,650Stock
      transfer fees
            
            
            1,575
            
            
            
            -
            
            
            
            8,705Total
      General and administrative expenses
            
            
            6,634
            
            
            
            7,371
            
            
            
            43,119(Loss)
      before other income
            
            
            (6,634
            )
            
            
            (7,371
            )
            
            
            (43,119
            )Other income
      (expense)
            
            
            
            
            
            
            
            
            
            
            -Debt
      release
            
            
            1,616
            
            
            
            
            
            
            
            1,616Interest
      income
            
            
            2
            
            
            
            
            
            
            
            144Interest
      (expense)
            
            
            (7,290
            )
            
            
            92
            
            
            
            (7,290
            )Total
      other income (expense)
            
            
            (5,672
            )
            
            
            92
            
            
            
            (5,530
            )Net
      (Loss)
            
            $
            (12,306
            )
            
            $
            (7,279
            )
            
            $
            (48,649
            )Basic
      (Loss) Per Share
            
            
            (0.00
            )
            
            
            (0.00
            )
            
            
            (0.00
            )Weighted
      Average Common SharesOutstanding
            
            
            9,158,000
            
            
            
            9,158,000
            
            
            
            9,158,000




See
Accompanying Notes To These Unaudited Financial
Statements.


-
6 -





Ubiquitech
Software Corp


Unaudited
Consolidated Statement Of Cash Flows


(A
Development Stage Company)





For
      the periodJanuary
      11,2007
      (inception)3
      month Period
            
            
            3
      month Period
            
            
            throughEnded
      November
            
            
            Ended
      November
            
            
            November
      30,30, 2008
            
            
            
            30, 2007
            
            
            2008Net
      (Loss)
            
            $
            (12,306
            )
            
            $
            (7,279
            )
            
            $
            (48,649
            )Adjustments
      to reconcile decrease in net assets to net cashprovided
      by operating activities:Stock
      issued for services
            
            
            -
            
            
            
            -
            
            
            
            8,500Expenses
      paid by shareholder on behalf of Company
            
            
            4,750
            
            
            
            
            
            
            
            4,750Interest
      accretion
            
            
            7,250
            
            
            
            
            
            
            
            7,250Increase
      in interest payable
            
            
            40
            
            
            
            
            
            
            
            40Increase
      (Decrease) in accounta payable
            
            
            (232
            )
            
            
            185
            
            
            
            5,652Net
      cash provided by operation activities
            
            
            (498
            )
            
            
            (7,094
            )
            
            
            (22,457
            )Cash
      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
            )Note
      Payable
            
            
            -
            
            
            
            -
            
            
            
            --
            
            
            
            -
            
            
            
            -Net
      cash provided from financing activities
            
            
            -
            
            
            
            -
            
            
            
            23,784Net
      increase in cash
            
            
            (498
            )
            
            
            (7,094
            )
            
            
            1,327Cash
      at beginning of period
            
            
            1,825
            
            
            
            23,791
            
            
            
            -Cash
      at end of period
            
            $
            1,327
            
            
            $
            16,697
            
            
            $
            1,327Supplemental
      disclosure information:Note
      issued for payments made by officer on behalf of Company
            
            $
            12,000
            
            
            $
            -
            
            
            $
            12,000Stock
      issued for services
            
            $
            -
            
            
            $
            -
            
            
            $
            8,500





See
Accompanying Notes To These Unaudited Financial Statements.


-
7 -


Ubiquitech
Software Corp


(A
Development Stage Company)


Unaudited
Consolidated Statement of Shareholders' Equity





Number
      Of
            
            
            
            
            
            Capital
      Paid
            
            
            RetainedCommon
            
            
            Common
            
            
            in
      Excess
            
            
            EarningsShares Issued
            
            
            Stock
            
            
            of Par Value
            
            
            (Deficit)
            
            
            TotalBalance
      at January 11, 2007 (Inception)
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -January
      12, 2007 issued 8,500,000shares
      of par value $.001 common stockfor
      services valued at or $.001 per share
            
            
            8,500,000
            
            
            
            8,500
            
            
            
            -
            
            
            
            
            
            
            
            8,500January
      12, 2007 issued 500,000shares
      of par value $.001 common stockfor
      cash of $500 or $.001 per share
            
            
            500,000
            
            
            
            500
            
            
            
            -
            
            
            
            
            
            
            
            500April
      23, 2007 issued 40,000shares
      of par value $.001 common stockfor
      cash of $20,000 or $.50 per share
            
            
            40,000
            
            
            
            40
            
            
            
            19,960
            
            
            
            
            
            
            
            20,000August
      24, 2007 issued 114,000shares
      of par value $.001 common stockfor
      cash of $28,500 or $.25 per share
            
            
            114,000
            
            
            
            114
            
            
            
            28,386
            
            
            
            
            
            
            
            28,500August
      28, 2007 issued 4,000shares
      of par value $.001 common stockfor
      cash of $1,000 or $.25 per share
            
            
            4,000
            
            
            
            4
            
            
            
            996
            
            
            
            
            
            
            
            1,000Deferred
      Offering Costs
            
            
            
            
            
            
            
            
            
            
            (26,216
            )Net
      (Loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (12,179
            )
            
            
            (12,179
            )Balance
      at August 31, 2007
            
            
            9,158,000
            
            
            
            9,158
            
            
            
            23,126
            
            
            
            (12,179
            )
            
            
            20,105Net
      (Loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (24,164
            )
            
            
            (24,164
            )Balance
      at August 31, 2008
            
            
            9,158,000
            
            
            
            9,158
            
            
            
            23,126
            
            
            
            (36,343
            )
            
            
            (4,059
            )Net
      (Loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (12,306
            )
            
            
            (12,306
            )Balance
      at November 30, 2008 (Unaudited)
            
            
            9,158,000
            
            
            $
            9,158
            
            
            $
            23,126
            
            
            $
            (48,649
            )
            
            $
            (16,365
            )







See
Accompanying Notes To These Unaudited Financial Statements.


-
8 -




Ubiquitech
Software Corp.


Notes
To Unaudited Financial Statements


For
The Three Month Period Ended November 30, 2008








Note 1 -
Unaudited Financial Information





The
unaudited financial information included for the three interim periods ended
November 30, 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 period ended November 30, 2008 are not necessarily
indicative of the results expected for the fiscal year ended  August
31, 2009.








Note
2 – Consolidated Financial Statements





On
September 30, 2008 the Company formed two wholly owned subsidiaries. Datamatrix
Software Corporation and Enterpriseware Software Corporation. Neither of these
entities have had any activity.








Note
3 - 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, 2008 as filed with the Securities and
Exchange Commission and the audited financial statements included
therein.


-
9 -






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-Q.
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-Q 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.





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:





l
            Data
      Storage Problem Diagnosticsl
            Live
      System Problem Identification and Notificationl
            Reporting  and
      Trendingl
            Electronic
      Data Storage Managementl
            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:


-
10 -








l
            Maximizing
      Use of IT Human Resourcesl
            Ensuring  Electronic
      Information Protectionl
            Managing
      Costs Associated with Data Storage Managementl
            Managing
      Growth Associated with Electronic Data Storagel
            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 7955 East Arapahoe Road, Englewood, CO 80112.  Our
telephone number is (303) 949-6038.





Results of
Operations





The following discussion involves our
results of operations for the fiscal quarters ending November 30, 2008 and
November 30, 2007. For the fiscal quarter ended November 30, 2008 we had no
revenues. We also had no revenues for the fiscal quarter ended November 30,
2007.


-
11 -





General and administrative expenses for
the fiscal quarter ended November 30, 2008 was $6,634. General and
administrative expenses for the fiscal quarter ended November 30, 2007 was
$7,371.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 $12,306 for the
fiscal quarter ended November 30, 2008, compared to a net loss of $7,279 for the
fiscal quarter ended November 30, 2007.





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.





Liquidity and Capital
Resources





As of November 30, 2008, we had cash or
cash equivalents of $1,327, compared to cash or cash equivalents of $16,697 at
November 30, 2007.





Net cash used in operating activities
was $498 for the fiscal quarter ended November 30, 2008 compared to $7,094 for
the fiscal quarter ended November 30, 2007. 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 fiscal quarter ended November 30, 2008, compared to $ -0- for
the fiscal quarter ended November 30, 2007.





Cash flows provided by financing
activities were $-0- for the fiscal quarter ended November 30, 2008, compared to
$-0- for the fiscal quarter ended November 30, 2007. From inception (January 11,
2007) through November 30, 2008, cash flows provided by financing activities
were $23,784.  All cash flows were related to our private placement
activity.





Over the next twelve months we do not
expect material capital costs.  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.


-
12 -





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, 2009 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, 2009 for working capital
purposes.





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, 2009. 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.


-
13 -


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, 2009 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, 2009 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.





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.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





None.





ITEM
4. CONTROLS AND PROCEDURES





Not applicable




-
14 -


ITEM
4T. CONTROLS AND PROCEDURES





As of the
end of the period covered by this report, based on an evaluation of our
disclosure controls and procedures (as defined in Rules 13a -15(e) and
15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief
Financial Officer has concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in our
Exchange Act reports is recorded, processed, summarized, and reported within the
applicable time periods specified by the SEC’s rules and forms.





There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





This
report does not include an attestation report of the company’s registered public
accounting firm regarding internal control over financial reporting. Identified
in connection with the evaluation required by paragraph (d) of Rule 240.13a-15
or Rule 240.15d-15 of this chapter that occurred during the registrant’s last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s 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
1A. 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.




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





Risks
Related to Our Business and Industry





We
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 on January
11, 2007 through November 30, 2008, we generated no revenue. We had a net loss
of $43,119 for this period. At November 30, 2008 we had a retained earnings
deficit of $16,365.





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15 -


Because
we had incurred operating losses from our inception, our accountants have
expressed doubts about our ability to continue as a going concern.




For the period ended August 31, 2008,
our accountants have expressed doubt about our ability to continue as a going
concern as a result of our continued net losses. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon:




l
            our ability to begin active
operations;




l
            our ability to locate clients who will purchase our services;
      and





l
            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.


-
16 -





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 November 30, 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.





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.




-
17 -


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.




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.




-
18 -


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.





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:


-
19 -





*
            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 30, 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.




-
20 -


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.





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


None





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES


None





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


None





ITEM
5.  OTHER INFORMATION


None





ITEM
6.  EXHIBITS





Exhibits





3.1*
            Articles
      of Incorporation3.2*
            Bylaws21.1**
            Subsidiaries31.1
            Certification
      of CEO/CFO pursuant to Sec. 30232.1
            Certification
      of CEO/CFO pursuant to Sec. 906





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


**
Previously filed with Form 10-KSB, November 26, 2008.





(b)
Reports on Form 8-K.





The
Company filed no reports on Form 8-K during the fiscal quarter ended November
30, 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: January
      13, 2009
            By:
            /s/ Brian
      SobnoskyBrian
      Sobnosky
              Chief
      Executive Officer
              Chief
      Financial Officer





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