SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549





FORM 10-QSB/A







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


SECURITIES EXCHANGE ACT OF
1934





For the Quarterly
period endedNovember 30, 2007





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)





7730 East Belleview Ave.,
      #A202Englewood,
      CO80111


(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,
November 30, 2007, was 9,158,000.





Transitional Small Business Disclosure
Format (check one): Yes [ ] No [X]










FORM 10-QSB/A


UBIQUITECH SOFTWARE
CORPORATION





TABLE OF CONTENTS








PagePART I FINANCIAL
      INFORMATIONItem 1. Financial Statements for
      the period ended November 30, 2007
            1Consolidated Balance
      Sheet(Unaudited)
            1Consolidated Statements of
      Operations (Unaudited)
            2Consolidated Statements of Cash
      Flows (Unaudited)
            3Item 2. Management's Discussion
      and Analysis and Plan of Operation
            6Item 3. Controls and
      Procedures
            15PART II OTHER
      INFORMATIONItem 1. Legal
      Proceedings
            15Item 2. Changes in
      Securities
            15Item 3. Defaults Upon Senior
      Securities
            15Item 4. Submission of Matters to a
      Vote of Security Holders
            16Item 5. Other
      Information
            16Item 6. Exhibits and Reports on
      Form 8-K
            16Signatures
            17
















PART I FINANCIAL
INFORMATION





References in this document to "us,"
"we," or "Company" refer toUBIQUITECH SOFTWARE
CORPORATION











ITEM 1. FINANCIAL
STATEMENTS
















UBIQUITECH SOFTWARE
CORPORATION





CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)





Quarter Ended November 30,
2007
























UBIQUITECH SOFTWARE
CORPORATION


(A Development Stage
Company)


Consolidated Financial
Statements


(Unaudited)








TABLE OF CONTENTS








PageCONSOLIDATED FINANCIAL
      STATEMENTSConsolidated balance
      sheet
            1Consolidated statements of
      operation
            2Consolidated statements of cash
      flows
            3Notes to consolidated financial
      statements
            5

















Ubiquitech
Software Corporation


Balance
Sheet


(A Development Stage
Company)





Unaudited
            
            
            AuditedNovember
      30,
            
            
            August
      31,2007
            
            
            
            2007ASSETSCurrent
      Assets:Cash
      and cash equivalents
            
            $
            16,697
            
            
            $
            23,791Total
      Current Assets
            
            
            16,697
            
            
            
            23,791TOTAL
      ASSETS
            
            $
            16,697
            
            
            $
            23,791LIABILITIES AND
      SHAREHOLDERS' EQUITYCurrent
      Liabilities - Accounts payable
            
            
            3,871
            
            
            
            3,686TOTAL
      LIABILITIES
            
            
            3,871
            
            
            
            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
            
            
            (19,458
            )
            
            
            (12,179
            )TOTAL
      SHAREHOLDERS' EQUITY
            
            
            12,826
            
            
            
            20,105TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
            
            $
            16,697
            
            
            $
            23,791




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








- 1 -





Ubiquitech
Software Corporation


Unaudited
Statement Of Operations


(A Development Stage
Company)








3
      Months
            
            
            3
      Months
            
            
            January
      11,Ended
            
            
            Ended
            
            
            2007
      (inception)November
      30,
            
            
            November
      30,
            
            
            through
      November2007
            
            
            
            2006
            
            
            
            30, 2007Revenue:
            
            $
            -
            
            
            $
            -
            
            
            $
            -General
      & Administrative ExpensesAccounting
            
            
            3,250
            
            
            
            -
            
            
            
            3,250Consulting
            
            
            1,000
            
            
            
            -
            
            
            
            9,500Printing
            
            
            3,121
            
            
            
            
            
            
            
            3,121Stock
      transfer
            
            
            -
            
            
            
            -
            
            
            
            3,685Total
      General & administrative expenses
            
            
            7,371
            
            
            
            -
            
            
            
            19,556(Loss)
      before other income
            
            
            (7,371
            )
            
            
            -
            
            
            
            (19,556
            )Other income-
      Interest
            
            
            92
            
            
            
            -
            
            
            
            98Net
      (Loss)
            
            $
            (7,279
            )
            
            $
            -
            
            
            $
            (19,458
            )Basic
      (Loss) per common share
            
            
            (0.00
            )
            
            
            -
            
            
            
            (0.00
            )Weighted
      Average Common Shares Outstanding
            
            
            9,158,000
            
            
            
            -
            
            
            
            9,158,000




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








- 2 -





Ubiquitech
Software Corporation


(A
Development Stage Company)


Unaudited
Statement of Shareholders' Equity


August
31, 2006 (inception) through October 31, 2007







Deficit
      accumulatedNumber
      Of
            
            
            
            
            
            Capital
      Paid
            
            
            Dduring
      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 September 30, 2007
            
            
            9,158,000
            
            
            $
            9,158
            
            
            $
            23,126
            
            
            $
            (12,179
            )
            
            $
            20,105Net
      (Loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (7,279
            )
            
            
            (7,279
            )Balance
      at November 30, 2007
            
            
            9,158,000
            
            
            $
            9,158
            
            
            $
            23,126
            
            
            $
            (19,458
            )
            
            $
            12,826





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








- 3 -





Ubiquitech
Software Corp.


Unaudited
Statement Of Cash Flows
 (A Development Stage
Company)




Period
      From3
      Months
            
            
            3
      Months
            
            
            InceptionEnded
            
            
            Ended
            
            
            January
      11, 2007November
            
            
            November
            
            
            Through30, 2007
            
            
            
            30, 2006
            
            
            November 30, 2007Cash
      Flows From Operating Activities:Net
      (Loss)
            
            $
            (7,279
            )
            
            $
            -
            
            
            
            (19,458
            )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Stock
      issued for services
            
            
            -
            
            
            
            -
            
            
            
            8,500Increase
      in accounts payable
            
            
            185
            
            
            
            -
            
            
            
            3,871Net
      Cash Flows (used) in operations
            
            
            (7,094
            )
            
            
            -
            
            
            
            (7,087
            )Cash
      Flows From Investing Activities:-
            
            
            
            -
            
            
            
            -Net
      Cash Flows (used) in Investing activities
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      Flows From Financing Activities:Issuance
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            50,000Deferred
      offering costs
            
            
            -
            
            
            
            -
            
            
            
            (26,216
            )Net
      Cash Flows provided by financing activities
            
            
            -
            
            
            
            -
            
            
            
            23,784Net
      Increase (Decrease) In Cash and cash equivalents
            
            
            (7,094
            )
            
            
            -
            
            
            
            16,697Cash
      and cash equivalents at beginning of period
            
            
            23,791
            
            
            
            -
            
            
            
            -Cash
      and cash equivalents at end of period
            
            $
            16,697
            
            
            
            -
            
            
            $
            16,697Supplementary
      Disclosure Of Cash Flow Information:Stock
      issued for services
            
            $
            -
            
            
            $
            -
            
            
            $
            8,500Cash
      paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Cash
      paid for income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -




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





- 4 -








Ubiquitech
Software Corporation


(A Development Stage
Company)





Notes
To Unaudited Financial Statements


For The Three Month Period
Ended November 30, 2007









Note 1 - Unaudited Financial
Information





The
unaudited financial information included for the three month interim period
ended November 30, 2007 were 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 ended November 30, 2007are 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.







- 5 -






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/A.
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/A
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 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 August 31, 2007, we generated no revenue. We had a net loss of
$19,458 for this period. At August 31, 2007 we had a retained earnings deficit
of $19,458.





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:




Ÿ
            our ability to begin active
      operations;




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





Ÿ
            our ability to generate
      revenues.










- 6 -





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 November 30, 2007, we had one
employee, our President. If we experience rapid growth of our operations, we
could see a backlog of client orders. We can resolve these capacity issues by
hiring additional personnel and upgrading our infrastructure. However, we cannot
guarantee that sufficient additional personnel will be available or that we will
find suitable technology to aid our growth. In any case, we will continue
pursuing additional sales growth for our company. Expanding our infrastructure
will be expensive, and will require us to train our workforce, and improve our
financial and managerial controls to keep pace with the growth of our
operations.








- 7 -





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.







- 8 -





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.








- 9 -





Our success will be dependent upon our
management’s efforts. We cannot sustain profitability without the efforts of our
management.





Our success will be dependent upon the
decision making of our directors and executive officers. These individuals
intend to commit as much time as necessary to our business, but this commitment
is no assurance of success. The loss of any or all of these individuals,
particularly Mr. Sobnosky, our President, could have a material, adverse impact
on our operations. We have no written employment agreements with any officers
and directors, including Mr. Sobnosky. We have not obtained key man life
insurance on the lives of any of our officers or directors.





Our stock has no public trading market
and there is no guarantee a trading market will ever develop for our
securities.





There has been, and continues to be, no
public market for our common stock. An active trading market for our
shares has not, and may never develop or be sustained. If you purchase
shares of common stock, you may not be able to resell those shares at or above
the initial price you paid. The market price of our common stock may fluctuate
significantly in response to numerous factors, some of which are beyond our
control, including the following:





*    actual or
anticipated fluctuations in our operating results;





*    changes
in financial estimates by securities analysts or our failure to perform in line
with such estimates;





*    changes
in market valuations of other companies, particularly those that market services
such as ours;





*    announcements
by us or our competitors of significant innovations,  acquisitions,
strategic partnerships,


joint ventures or capital
commitments;





*    introduction
of product enhancements that reduce the need for our
products;





*    departures
of key personnel.





Of our total outstanding shares as of
November 30, 2007, a total of 9,040,000, or approximately 99%, will be
restricted from immediate resale but may be sold into the market in the near
future. This could cause the market price of our common stock to drop
significantly, even if our business is doing well.





As restrictions on resale end, the
market price of our stock could drop significantly if the holders of restricted
shares sell them or are perceived by the market as intending to sell
them.





Applicable SEC rules governing the
trading of “Penny Stocks” limits the liquidity of our common stock, which may
affect the trading price of our common stock.




Our common stock is currently not quoted
on in any market. If our common stock becomes quoted, we anticipate that it will
trade well below $5.00 per share. As a result, our common stock is considered a
“penny stock” and is subject to SEC rules and regulations that impose
limitations upon the manner in which our shares can be publicly
traded.  These regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock and the associated risks.  Under these regulations,
certain brokers who recommend such securities to persons other than established
customers or certain accredited investors must make a special written
suitability determination for the purchaser and receive the written purchaser’s
agreement to a transaction prior to purchase.  These regulations have
the effect of limiting the trading activity of our common stock and reducing the
liquidity of an investment in our common stock








- 10 -





The over-the-counter market for stock
such as ours is subject to extreme price and volume
fluctuations.





The securities of companies such as ours
have historically experienced extreme price and volume fluctuations during
certain periods. These broad market fluctuations and other factors, such as new
product developments and trends in the our industry and in the investment
markets generally, as well as economic conditions and quarterly variations in
our operational results, may have a negative effect on the market price of our
common stock.





Buying low-priced penny stocks is very
risky and speculative.





The shares being offered are defined as
a penny stock under the Securities and Exchange Act of 1934, and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 jointly with spouse, or in transactions not recommended by the
broker-dealer. For transactions covered by the penny stock rules, a
broker-dealer must make a suitability determination for each purchaser and
receive the purchaser's written agreement prior to the sale. In addition, the
broker-dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual bid and
offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public
markets.




We do not expect to pay dividends on
common stock.





We have not paid any cash dividends with
respect to our common stock, and it is unlikely that we will pay any dividends
on our common stock in the foreseeable future. Earnings, if any, that we may
realize will be retained in the business for further development and
expansion.





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:





- 11 -








·
            Maximizing Use of IT Human
      Resources


·
            Ensuring  Electronic
      Information Protection


·
            Managing Costs Associated with
      Data Storage Management


·
            Managing Growth Associated with
      Electronic Data Storage


·
            Meeting Federal Regulatory
      Compliance Requirements





To help corporations achieve these
objectives, we have developed an open, independent Specialized Storage
Management Software (SMS) application.





Ubiquitech will also actively pursue
significant partnership opportunities with several large,
established  storage software and hardware
vendors.




The UESM product is
designed to install on any Unix, Linux or Microsoft computer system. We do not
intend to pursue mainframe computer markets.





We believe that the product is extremely
scalable since it will be web based.  This web based user interface is
capable of being used to segregate system users and access as well as to
administer corporate computer security policies across multiple geographical
locations.





We intend to pursue several strategic
software development partnerships with established software and hardware
vendors. Additionally, we intend to immediately pursue a strategic selling
relationship with a large storage hardware vendor. At the present time, there
are no definitive agreements in place.





Our original focus will be in the
Denver, Colorado metropolitan area, but eventually plan to expand nationwide.
However, we currently have no plans for expansion. At the present time, we have
no active operations and are developing our business plan. At the present time,
we have no plans to raise any additional funds within the next twelve months,
other than those raised in our recent Offering. Any working capital will be
expected to be generated from internal operations or from funds which may be
loaned to us by Mr. Sobnosky, our President. In the event that we need
additional capital, Mr. Sobnosky has agreed to loan such funds as may be
necessary through December 31, 2008 for working capital purposes. However,
we  reserve the right to examine possible additional sources of funds,
including, but not limited to, equity or debt offerings, borrowings, or joint
ventures. Limited market surveys have never been conducted to determine demand
for our services. Therefore, there can be no assur­ance that any of its
objectives will be achieved.





We have not been subject to any
bankruptcy, receivership or similar proceeding.




Our address is 7730 East
Belleview Ave., #A202, Englewood, CO 80111.  Our telephone number is
(720)482-9559.





Results of
Operations





The following discussion involves our
results of operations for the fiscal quarters ending November 30, 2007 and
November 30, 2006. For the fiscal quarter ended November 30, 2007 we had no
revenues. We also had no revenues for the fiscal quarter ended November 30,
2006.





General and administrative expenses for
the fiscal quarter ended November 30, 2007 was $19,556. General and
administrative expenses for the fiscal quarter ended November 30, 2006 was $-0-.
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.





- 12 -








We had a net loss of $19,458 for the
fiscal quarter ended November 30, 2007, compared to a net loss of $ -0- for the
fiscal quarter ended November 30, 2006.





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, 2007, we had cash or
cash equivalents of $16,697 compared to cash or cash equivalents of $ -0- at
November 30, 2006.





Net cash used in operating activities
was $7,094 for the fiscal quarter ended November 30, 2007 compared to $ -0- for
the fiscal quarter ended November 30, 2006. 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, 2007, compared to $ -0- for
the fiscal quarter ended November 30, 2006.





Cash flows provided by financing
activities were $-0- for the fiscal quarter ended November 30, 2007, compared to
$-0-  for the fiscal quarter ended November 30, 2006. 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.





- 13 -








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.





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.





- 14 -








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. CONTROLS AND
PROCEDURES





As of the end of the period covered by
this Quarterly Report on Form 10-QSB/A, 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/A 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





- 15 -




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




None








ITEM 5. OTHER
INFORMATION




Not Applicable








ITEM 6. EXHIBITS AND REPORTS ON FORM
8-K





(a)  Exhibits





3.1*                                
Articles of
Incorporation


3.2*                                
Bylaws


31.1                                
Certification of CEO/CFO
pursuant to Sec. 302


32.1                                
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 November 30, 2007.







- 16 -








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:  June 25,
      2008
            By:
            /s/Brian
      SobnoskyBrian
      Sobnosky
                  Chief
      Executive Officer
                  Chief
      Financial Officer




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