---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

[ x ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended March 31, 2011

OR

[     ]  TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from __________to __________.

Commission file number 000-53530

UNITED COMMUNICATIONS PARTNERS
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | Not applicable                      
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|Sveavägen 17, Box 3061, SE-103 61                                    |                                     
|Stockholm, Sweden                                                    | **SE-103 61**                       
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number: +45 7026 9926

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ x ]  No
[     ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).Yes [     ]  No [    
]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

|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 ]

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date. As ofMay 13, 2011, there were 470,710,098 shares of the
issuers common stock outstanding.

---

UNITED COMMUNICATIONS PARTNERS INC

Table of Contents

|         |                                                                                                                                | Page
|-------- | ------------------------------------------------------------------------------------------------------------------------------ | ----
|         |                                                                                                                                |     
|Part I   | FINANCIAL
        INFORMATION                                                                                                  |     
|Item 1.  | Financial
        Statements.                                                                                                  |     
|         | Condensed
        Consolidated Balance Sheets as of March 31, 2011 (unaudited) and December
        31, 2010                   | 1-2 
|         | Condensed
        Consolidated Statements of Operations for the three months ended March
        31, 2011 and 2010 (unaudited) | 3   
|         | Condensed
        Consolidated Statements of Cash Flows for the three months ended March
        31, 2011 and 2010 (unaudited) | 4   
|         | Notes to Unaudited
        Condensed Consolidated Financial Statements                                                         | 5   
|Item 2.  | Managements
        Discussion and Analysis of Financial Condition and Results of Operations.                                 | 15  
|Item 3.  | Quantitative
        and Qualitative Disclosures about Market Risk.                                                            | 23  
|Item 4 . | Controls
        and Procedures.                                                                                               | 23  
|Part II  | OTHER
        INFORMATION                                                                                                      |     
|Item 1   | Legal
        Proceeding                                                                                                       | 25  
|Item 2   | Recent Sales
        of Unregistered Securities and Use of Proceeds                                                            | 25  
|Item 6.  | Exhibits.                                                                                                                      | 26  

- i -

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PART IFINANCIAL INFORMATION

|Item 1. Financial Statements
|----------------------------

United Communications Partners Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (In thousands of USD)

|                                                                                 |   | Unaudited |  |   |              | 
|-------------------------------------------------------------------------------- | - | --------- |  | - | ------------ | 
|                                                                                 |   | March 31, |  |   | December 31, | 
|Assets                                                                           |   | 2011      |  |   | 2010         | 
|Current assets:                                                                  |   |           |  |   |              | 
|Cash and cash equivalents                                                        | $ | 208       |  | $ | 395          | 
|Accounts receivable, net                                                         |   | 5,987     |  |   | 3,230        | 
|Costs and estimated earnings
      in excess of billings on projects in progress |   | 1,067     |  |   | 740          | 
|Administrative deposit held by related party                                     |   | 21        |  |   | -            | 
|Prepaid expenses and other
      current assets                                  |   | 310       |  |   | 197          | 
|                                                                                 |   |           |  |   |              | 
|Total current assets                                                             |   | 7,593     |  |   | 4,562        | 
|                                                                                 |   |           |  |   |              | 
|Equipment, net                                                                   |   | 166       |  |   | 138          | 
|Goodwill                                                                         |   | 3,710     |  |   | 3,710        | 
|Equity method investment                                                         |   | 767       |  |   | 701          | 
|Other intangible assets, net                                                     |   | 686       |  |   | 728          | 
|Deferred financing costs, net                                                    |   | -         |  |   | 1            | 
|Total assets                                                                     | $ | 12,922    |  | $ | 9,840        | 

The accompanying notes are an integral part of these
condensed consolidated financial statements

1

---

|United Communications Partners Inc. and Subsidiaries
|----------------------------------------------------
|Condensed Consolidated Balance Sheets (continued)   
|(In thousands of USD)                               

|                                                                                                                                                                                                                                                                                     |   | Unaudited |   |   |              |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | --------- | - | - | ------------ | -
|                                                                                                                                                                                                                                                                                     |   | March 31, |   |   | December 31, |  
|Liabilities                                                                                                                                                                                                                                                                          |   | 2011      |   |   | 2010         |  
|Current liabilities:                                                                                                                                                                                                                                                                 |   |           |   |   |              |  
|Accounts payable                                                                                                                                                                                                                                                                     | $ | 8,383     |   | $ | 5,614        |  
|Accrued liabilities                                                                                                                                                                                                                                                                  |   | 1,085     |   |   | 437          |  
|Billings in excess of costs and estimated
      earnings on projects in progress                                                                                                                                                                                                     |   | 265       |   |   | 179          |  
|Note payables                                                                                                                                                                                                                                                                        |   | 555       |   |   | 686          |  
|Derivative liabilities                                                                                                                                                                                                                                                               |   | -         |   |   | 185          |  
|Liability to redeemed
      stockholder                                                                                                                                                                                                                                              |   | 387       |   |   | 387          |  
|Advances from related parties                                                                                                                                                                                                                                                        |   | 49        |   |   | 81           |  
|                                                                                                                                                                                                                                                                                     |   |           |   |   |              |  
|Total current liabilities                                                                                                                                                                                                                                                            |   | 10,724    |   |   | 7,569        |  
|                                                                                                                                                                                                                                                                                     |   |           |   |   |              |  
|Contingent consideration  Tre Kronor                                                                                                                                                                                                                                                |   | 28        |   |   | 30           |  
|                                                                                                                                                                                                                                                                                     |   |           |   |   |              |  
|Total liabilities                                                                                                                                                                                                                                                                    |   | 10,752    |   |   | 7,599        |  
|                                                                                                                                                                                                                                                                                     |   |           |   |   |              |  
|Commitments and contingencies                                                                                                                                                                                                                                                        |   |           |   |   |              |  
|                                                                                                                                                                                                                                                                                     |   |           |   |   |              |  
|Stockholders Equity                                                                                                                                                                                                                                                                 |   |           |   |   |              |  
|Stockholders' equity:                                                                                                                                                                                                                                                                |   |           |   |   |              |  
|Preferred stock $0.001 per share par value;
         100,000,000 authorized; 0 issued and outstanding.                                                                                                                                                                               |   | -         |   |   | -            |  
|Common stock $0.001 per share
      par value;    2,000,000,000 shares authorized,
      475,105,931issued    and 468,105,931 shares outstanding at
      March 31,    2011 and 453,150,312 shares issued, and
         439,150,312 shares outstanding at December 31,
         2010 |   | 475       |   |   | 453          |  
|Additional paid-in capital                                                                                                                                                                                                                                                           |   | 9,812     |   |   | 9,470        |  
|Accumulated deficit                                                                                                                                                                                                                                                                  |   | (7,492    | ) |   | (7,097       | )
|Treasury stock, at cost, 7,000,000 shares at
      March    31, 2011 and 14,000,000 shares as December 31,
         2010                                                                                                                                                             |   | (7        | ) |   | (14          | )
|Accumulated other
      comprehensive income (loss)                                                                                                                                                                                                                                  |   | (231      | ) |   | (184         | )
|Notes receivable from affiliate                                                                                                                                                                                                                                                      |   | (387      | ) |   | (387         | )
|                                                                                                                                                                                                                                                                                     |   |           |   |   |              |  
|Total stockholders equity                                                                                                                                                                                                                                                           |   | 2,170     |   |   | 2,241        |  
|                                                                                                                                                                                                                                                                                     |   |           |   |   |              |  
|Totals liabilities and stockholders`
      equity                                                                                                                                                                                                                                    | $ | 12,922    |   | $ | 9,840        |  

The accompanying notes are an integral part of these
condensed consolidated financial statements

- 2 -

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|United Communications Partners Inc. and Subsidiaries
|----------------------------------------------------
|Condensed Consolidated Statements of Operations     
|(Unaudited)                                         
|(In thousands of USD, except for per share amounts) 

|                                                                 |   | For the three months ended March 31, |  
|---------------------------------------------------------------- | - | ------------------------------------ | -
|                                                                 |   | 2011                                 |  
|Net revenues                                                     | $ | 3,817                                |  
|Cost of revenues                                                 |   | (3,037                               | )
|                                                                 |   |                                      |  
|Gross Profit                                                     |   | 780                                  |  
|                                                                 |   |                                      |  
|Selling, general and administrative expenses                     |   | (1,158                               | )
|Depreciation and amortization                                    |   | (55                                  | )
|                                                                 |   |                                      |  
|Loss from continued
      operations                             |   | (433                                 | )
|                                                                 |   |                                      |  
|Other income (expense), net:                                     |   |                                      |  
|                                                                 |   |                                      |  
|Income from equity investment in InSight AS                      |   | 12                                   |  
|Gain from change in fair value of derivative liabilities         |   | 96                                   |  
|Gain from change in fair value of
      contingent consideration |   | 2                                    |  
|Interest expense                                                 |   | (71                                  | )
|                                                                 |   |                                      |  
|Total other income (expense), net                                |   | 39                                   |  
|                                                                 |   |                                      |  
|Net loss from continued operations                               |   | (394                                 | )
|                                                                 |   |                                      |  
|Discontinued operations:                                         |   |                                      |  
|Loss from discontinued operations                                |   | -                                    |  
|                                                                 |   |                                      |  
|Net loss                                                         | $ | (394                                 | )
|                                                                 |   |                                      |  
|Loss per share  Basic and diluted:                              |   |                                      |  
|Continuing operations                                            | $ | (-)                                  |  
|Discontinued operations                                          |   | (-)                                  |  
|Net loss                                                         | $ | (-)                                  |  
|Weighted-average shares outstanding: Basic
      and diluted     |   | 450,119,736                          |  

The accompanying notes are an integral part of these
condensed consolidated financial statements

- 3 -

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|United Communications Partners Inc. and Subsidiaries             
|-----------------------------------------------------------------
|Condensed Consolidated Statements of Cash Flows
      (Unaudited)
|(In thousands of USD)                                            

|                                                                                  |   | 3 Months Ended |   |   | 3 Months Ended |  
|--------------------------------------------------------------------------------- | - | -------------- | - | - | -------------- | -
|                                                                                  |   | March 31, 2011 |   |   | March 31, 2010 |  
|Cash flows from operating activities:                                             |   |                |   |   |                |  
|Net loss                                                                          | $ | (394           | ) | $ | (302           | )
|Adjustments to reconcile net loss to net
      cash used in operating activities: |   |                |   |   |                |  
|Depreciation                                                                      |   | 14             |   |   | -              |  
|Amortization of intangible assets                                                 |   | 41             |   |   | -              |  
|Amortization of debt discount                                                     |   | 12             |   |   | -              |  
|Amortization of deferred financing costs                                          |   | 1              |   |   | -              |  
|Gain from change in fair value of derivative liabilities                          |   | (96            | ) |   | -              |  
|Gain on change in fair value of contingent
      consideration                    |   | (2             | ) |   |                |  
|Stock based compensation                                                          |   | 59             |   |   | 82             |  
|Income from equity investment                                                     |   | (12            | ) |   | -              |  
|Changes in operating assets and liabilities:                                      |   |                |   |   |                |  
|Accounts receivable                                                               |   | (2,501         | ) |   | -              |  
|Cost and estimated earnings in excess of
      billings on projects               |   | (327           | ) |   | -              |  
|Administrative deposit held by
      related party                                |   | (21            | ) |   | -              |  
|Prepaid expenses and other current assets                                         |   | (96            | ) |   | -              |  
|Accounts payable                                                                  |   | 2,325          |   |   | -              |  
|Accrued liabilities                                                               |   | 617            |   |   | (246           | )
|                                                                                  |   |                |   |   |                |  
|Billings in excess of costs and estimated
      earnings                          |   | 72             |   |   | -              |  
|Operating activities from
      discontinued operations                           |   | -              |   |   | (193           | )
|Net cash used in operating activities                                             |   | (308           | ) |   | (659           | )
|Cash flows from investing activities:                                             |   |                |   |   |                |  
|Purchase of equipment                                                             |   | (31            | ) |   | -              |  
|Investing activities in
      discontinued operations                             |   | -              |   |   | (14            | )
|Net cash used in investing activities                                             |   | (31            | ) |   | (14            | )
|Cash flows from financing activities:                                             |   |                |   |   |                |  
|Proceeds from debt, net of financing costs                                        |   | -              |   |   | 783            |  
|Net repayments from borrowings
      from related party                           |   | (32            | ) |   | 22             |  
|Proceeds from issuance of common stock, net of
      issuance costs               |   | 79             |   |   | 48             |  
|Financing activities from
      discontinued operations                           |   | -              |   |   | (113           | )
|Net cash provided by financing activities                                         |   | 47             |   |   | 740            |  
|Effect of exchange rates on cash from
      continued operations                  |   | 105            |   |   | -              |  
|Effect of exchange rates on cash from discontinued
      operations               |   | -              |   |   | (67            | )
|Net increase (decrease) in cash                                                   |   | (187           | ) |   | -              |  
|Cash at beginning of period                                                       |   | 395            |   |   | -              |  
|Cash at end of period                                                             | $ | 208            |   | $ | -              |  
|                                                                                  |   |                |   |   |                |  
|Supplemental information:                                                         |   |                |   |   |                |  
|Cash paid for interest                                                            | $ | 9              |   | $ | 84             |  
|Non-cash investing and financing
      activities:                                |   |                |   |   |                |  
|Note payable converted into common
      shares                                   | $ | 66             |   | $ | 62             |  
|Extinguishment of debt
      from related parties                                 | $ | -              |   | $ | 223            |  
|Issuance of common stock to acquire a 51%
      interest in Anaconda.tv GmbH      | $ | -              |   | $ | 2,083          |  
|Adjustment of Non-Controlling
      interest to redemption value                  | $ | -              |   | $ | 56             |  

The accompanying notes are an integral part of these
condensed consolidated financial statements

- 4 -

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|UNITED COMMUNICATIONS PARTNERS INC                                  
|--------------------------------------------------------------------
|NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS

|Note 1. | Organization and Nature of Business
|------- | -----------------------------------

United Communications Partners
Inc. (formerly known as Bark Group Inc), (UCP or the Company), is a holding
company that currently conducts its operations through its wholly owned
subsidiary Tre Kronor Media AB, (TKM or Tre Kronor) which was acquired on
May 4, 2010 and Abrego Spain SL, which was established in November 2010.

Ceased Danish
operations     Up until September 8, 2010,
UCP owned Bark Corporation A/S (Bark Corporation). Bark Corporation was a Danish
holding company that conducted its operations through its wholly owned
subsidiaries Bark Advertising A/S ("Bark Advertising"), and Bark Property ApS.
As discussed below, Bark Corporation and its wholly-owned subsidiaries were
deconsolidated effective September 8, 2010 and thereinafter presented as
discontinued operations.

During July and August 2010, the
Danish subsidiaries of the Company continued to experience losses from
operations due to decreased advertising spending by clients combined with local
managements inability to generate sufficient new business activities. Moreover,
management determined that the fixed costs and the expected revenues in the
second half of 2010 would lead to continued substantial losses in 2010 and the
first half of 2011. The continued decline in revenues and rising losses would
increase the Companys net working capital deficiency and increase demands for
the Companys cash resources to service its debt in the Danish operations. On
August 31, 2010, the Danish companies were not in possession of sufficient cash
to continue its operations. Thus, the Companys management decided to cease its
Danish operations. On September 8, 2010, management in the Danish companies
filed for closing of all operations in Denmark, with the Danish court in
Copenhagen. As a consequence of filing of bankruptcy and control of the Danish
subsidiaries being accepted by the court effective September 8, 2010, the
Company has deconsolidated the Danish subsidiaries. The operations of the
Companys Danish subsidiaries through March 31, 2010, have been reclassified as
discontinued operations in the accompanying condensed consolidated financial
statements.

Abrego Spain
SL     Albrego Spain SL was established in
November 2010 as a wholly-owned Spanish incorporated subsidiary of the
Company.

InSight
AS     Effective January 1, 2011 TKM
acquired a non-controlling 30% interest in InSight AS (a Norwegian media
company) pursuant to an agreement dated June 2, 2010 between Insight and TKM.

InSight AS is a Norwegian based
media agency established in 2009. During 2010 and effective from January 1,
2011, InSight AS expanded its business significantly after signing a contract
with one of the largest retailers in Norway regarding media strategy,
counseling, media purchases and campaign execution. Effective January 1, 2011
Tre Kronor acquired a 30% non-controlling interest in InSight AS for cash
consideration of Swedish Kronor (SEK) 4,756,550 ($701,000) which was paid on
October 31, 2010. Subsequent to TKMs acquisition of the non-controlling
interest our CEO Mr. Niclas Fröberg was appointed director in the board of
InSight A/S.

Business     United
Communications Partners and its subsidiaries (collectively, the "Company") offer
its customers a network of advertising and media services. The Companys
strategy is to acquire mid-size / place equity investments in well established
businesses throughout Europe in order to form a European network of advertising
and media agencies.

Going Concern     The
accompanying unaudited condensed consolidated financial statements have been
prepared assuming that the Company will continue as a going concern.

- 5 -

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During the three months ended
March 31, 2011 and 2010 the Company incurred net losses of $394,000 and $302,000
respectively. The Company continues to operate with a working capital deficiency
(approximately $3,131,000 at March 31, 2011) and has limited financial resources
available to pay ongoing financial obligations as they become due. The negative
working capital at March 31, 2011 includes convertible notes of approximately
$942,000. The Company also used cash from its operations of $308,000 during the
three month ended March 31, 2011.

The Company's current source of
funding, in addition to cash on hand is any cash derived from operations and an
operating line of credit of approximately $317,000. The Company plans to use its
operating line of credit to finance a portion of its operations over the next
twelve months. However, the Company will require additional financing to conduct
its business in accordance with its plan of operations on a long term basis.

Based on the Companys current
forecast it anticipates that cash flow from operations will be sufficient to
cover i) its current on-going operating expenses for the next 12 months and ii)
the majority of the working capital deficit at March 31, 2011. The Company
estimates that it will require approximately $1,510,000 over the next twelve
months in order to sustain its current obligations and to fully satisfy its
working capital deficiency.

The Companys acquisition
strategy is based primarily on share-for-share agreements with limited cash
requirements which mean that the need for additional financing in order to
expand the business is limited on a short term basis.

The Company also entered into an
engagement agreement with an investment bank with the objective of securing
additional financing, but the Company does not have any commitment from the
investment bank to complete any financing. There is no assurance that the
Company will raise any additional financing from either this investment bank or
any other investors or on acceptable terms. There is also a risk that cash used
in operations will be greater than anticipated in the event that projected
revenues are not achieved.

These conditions raise
substantial doubt about the Companys ability to continue as a going concern.
Accordingly, the accompanying condensed consolidated financial statements have
been prepared in conformity with accounting principles generally accepted in the
United States of America, which contemplates continuation of the Company as a
going concern and the realization of assets and the satisfaction of liabilities
in the normal course of business. The carrying amounts of assets and liabilities
presented in the condensed consolidated financial statements do not necessarily
purport to represent realizable or settlement values. These unaudited condensed
consolidated financial statements do not include any adjustment that might
result from the outcome of this uncertainty.

|Note 2. | Summary of Significant Accounting
      Policies
|------- | ------------------------------------------------

Basis of
Presentation     The unaudited condensed
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial statements and with Form 10-Q and Article 10 of Regulation S-X
of the Securities and Exchange Commission. Accordingly, they do not contain all
information and footnotes required by accounting principles generally accepted
in the United States of America for annual financial statements. The condensed
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries and majority owned subsidiary as described in note 1.
All significant intercompany balances and transactions have been eliminated in
consolidation. In the opinion of management, the accompanying unaudited
condensed consolidated financial statements contain all the adjustments
(consisting only of normal recurring accruals) necessary for fair presentation
of the Companys financial position, as of March 31, 2011, and the results of
operations and cash flows for the periods presented. The results of operations
for the three months ended March 31, 2011, are not necessarily indicative of the
operating results for the full fiscal year or any future period.

These unaudited condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and related notes thereto included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2010. The
Companys accounting policies are described in the Notes to consolidated
Financial Statements in its Annual Report on Form 10-K for the year ended
December 31, 2010, and updated, as necessary, in this Quarterly Report on Form
10-Q.

- 6 -

---

Use of Estimates     The
preparation of condensed consolidated financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and
the reported amounts of income and expenses during the reported period. The
Company evaluates all of its estimates on an ongoing basis.

Significant estimates and
assumptions include the valuation of acquired assets including goodwill, the
useful lives of assets, revenue recognition, income tax valuation, stock
valuation, debt discounts on notes payable, other intangible assets and bad
debts. It is at least reasonably possible that the estimate of the effect on the
financial statements of a condition, situation or set of circumstances that
existed at the date of the condensed consolidated financial statements, which
management considered in formulating its estimate could change in the near term
due to one or more future confirming events. Accordingly, actual results could
differ in the near term from these estimates, and such differences could be
material.

Derivative Financial
Instruments     The Company does not use
derivative instruments to hedge exposures to cash flow, market or foreign
currency risks. The Company evaluates all of its financial instruments to
determine if such instruments are derivatives or contain features that qualify
as embedded derivatives. For derivative financial instruments that are accounted
for as liabilities, the derivative instrument is initially recorded at its fair
value and is then re-valued at each reporting date, with changes in the fair
value reported in the consolidated statement of operations. For stock-based
derivative financial instruments, the Company uses the Black-Scholes option
pricing model to value the derivative instruments at inception and on subsequent
valuation dates, which approximates the fair value measured using Binomial
Lattice Model. The classification of derivative instruments, including whether
such instruments should be recorded as liabilities or as equity, is evaluated at
the end of each reporting period.

Foreign Currency     The
Company has determined Swedish Kronor as the functional currency of its foreign
operations. Accordingly, these foreign subsidiaries income and expenses are
translated into U.S. dollars, the reporting currency of the Company, at the
average rates of exchange prevailing during the year. The assets and liabilities
are translated into U.S. dollars at the rates of exchange on the balance sheet
date and the related translation adjustments are included in accumulated other
comprehensive income (loss). During the three months ended March 31, 2011 and
2010 transaction gains and losses were not material.

During the three months ended
March 31, 2011 and 2010 the related translation adjustment which was included in
other comprehensive income (loss) was as follows:

2011
    
    
    2010Net (loss) available to common stockholders
    
    USD (394,000
    )
    
    USD (302,000
    )Translation adjustment
    
    USD
      (47,000
    )
    
    USD
      23,000Comprehensive loss
    
    USD (441,000
    )
    
    USD (279,000
    )


Loss per Share     Basic
net loss per share has been calculated by dividing net loss by the weighted
average number of common shares outstanding during the period. UCP had
securities outstanding which could potentially dilute basic earnings per share
in the future, but the incremental shares from the assumed exercise of these
securities were excluded in the computation of diluted net loss per share, as
their effect would have been anti-dilutive. Such outstanding securities consist
of 7,778,720 non-vested shares issued to two executives. The shares were fully
vested on May 31, 2010. In addition, potential shares of common stock
aggregating 21,738,117 are issuable upon conversion of debts for the three
months ended March 31, 2011.

Impairment of Long-Lived
Assets     The Company annually, or whenever
events or changes in circumstances indicate that the carrying amounts of such
assets may not be recoverable, assesses the carrying value of long-lived assets
in accordance with Financial Accounting Standards Board (FASB) issued ASC
360-10. The Company evaluates the recoverability of long-lived assets not held
for sale by measuring the carrying amount of the assets against the estimated
undiscounted future cash flows associated with them. If such evaluations
indicate that the future discounted cash flows of certain long-lived assets are
not sufficient to recover the carrying value of such assets, the assets are
adjusted to their estimated fair values.

- 7 -

---

Goodwill and Intangible assets  Finite
lives     The Company accounts for its
acquisitions utilizing the purchase method of accounting. Under the purchase
method of accounting, the total consideration paid is allocated to the
underlying assets and liabilities, based on their respective estimated fair
values. The excess of purchase price over the estimated fair values of the net
assets acquired is recorded as goodwill. Determining the fair value of certain
acquired assets and liabilities, identifiable intangible assets in particular,
is subjective in nature and often involves the use of significant estimates
assumptions. Finite-lived identifiable intangible assets are amortized over its
expected life on a straight-line basis, as this basis approximates the expected
cash flows from the Companys existing finite-lived identifiable intangible
assets over the expected future.

UCP acquired all the shares of
TKM on May 4, 2010. The acquisition was completed pursuant to a share transfer
agreement entered into between UCP and the shareholders of TKM. The Company
recorded goodwill in connection with the excess cost over fair value of the net
assets acquired.

Goodwill is accounted for under
FASB ASC 350, the goodwill is tested for impairment on an annual basis or
whenever facts or circumstances indicate that the carrying amounts may not be
recoverable. The Company elected to conduct its impairment tests in March. The
Companys reporting unit is tested individually for impairment by comparing the
fair value of the reporting unit with the carrying value of that unit. Fair
value is determined based on a valuation study performed by the Company using
the discounted cash flow method and the estimated market values of the reporting
units. There was no impairment of goodwill during the three months ended March
31, 2011.

Equity
investments     Investments in business
entities in which the Company lacks a controlling financial interest but does
have the ability to exercise significant influence over operating and financial
policies are accounted for using the equity method in accordance with ASC 323,
InvestmentsEquity Method and Joint Ventures.The Companys proportionate
share of net income or loss of such entity is recorded in Profit from equity
investment included in Other income (expense), net in the condensed
consolidated statements of operations.

Reclassification     Certain
accounts in the prior year condensed consolidated financial statements have been
reclassified for comparative purpose to confirm to the presentation in the
current year condensed consolidated financial statements. These reclassification
have no effect on the previously reported net loss.

Subsequent Events     The
Company evaluated subsequent events through the date the financial statements
were issued and filed with the Securities and Exchange Commission.

Recent Accounting
Pronouncements     There were various other
updates recently issued, most of which represented technical corrections to
accounting literature or application to specific industries and are not expected
to have a material impact on the Companys condensed consolidated financial
position, results of operations or cash flows.

Note 3  Acquisition of Tre Kronor Media AB (TKM)

On May 4, 2010, the Company
completed the acquisition of all of the issued and outstanding shares of Tre
Kronor, a Swedish media company in accordance with a share purchase agreement
dated April 9, 2010.

The results of operations of TKM
have been included in the consolidated statements of operations since the
completion of the TKM acquisition on May 4, 2010. The following table reflects
(dollars in thousands) the unaudited pro forma consolidated results of
operations had the TKM acquisition taken place at the beginning of 2010 periods:

- 8 -

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Three monthsended March, 312010Net revenues
    $
    1,699Cost of revenues
    
    (1,406
    )Operating expenses
    
    (426
    )Net loss from continuing operations
    $
    (133
    )Net loss
    $
    (341
    )Weighted average shares, basic and diluted
    
    351,494,775Basic and diluted net loss from continuing
      operations per share
    $
    (0.00
    )


On October 31, 2010, TKM advanced
SEK 4,756,550 approximately ($701,000) to acquire a 30% non-controlling
financial interest in the Norwegian media company InSight AS, effective January
1, 2011.

For the three months ended March 31, 2010 there were no
material impact derived from InSight AS

The following table represents a
summary of the changes in the value of the equity investment in InSight AS
(dollars in thousands.)

March 31,2011Beginning balance
    $
    -Acquired
    
    70130% of profit for the first quarter 2011
    
    12Currency adjustment
    
    54Ending balance
    $
    767


Note 4 - Other intangible assets

In accordance with ASC 805,
Business Combinations, the Company has identified and recognized trade name and
customer relationships in Tre Kronor as intangible assets. Based on a discounted
cash flow model the fair value of the intangible assets was determined to be
$610,000 and $220,000 respectively, both having a useful life of 5 years. For
the three months ended March 31, 2011 intangible assets were amortized by
$41,500. At March 31, 2011 the net carrying amount of intangible assets related
to the acquisition of Tre Kronor was $686,466.

The following table set forts the future amortization of
intangible assets (dollars in thousands):

2011: (April-December)
    $
    1252012:
    $
    1662013:
    $
    1662014:
    $
    1662015 (January  May):
    $
    64


Note 5 - Concentration of credit risk

Credit risk represents the loss that would be recognized if
counterparties failed to completely perform as contracted.

- 9 -

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During the three months ended
March 31, 2011 customer AB and AE accounted for approximately 43% and 12% of
revenue, respectively. No other customers individually represented more than 10%
of revenue for any period presented.

As of March 31, 2011 customers
AF, AG and AB accounted for approximately 42%, 13% and 10% of the Companys
accounts receivables, respectively. No other customers individually represented
more than 10% of accounts receivables at the end of any period presented.

The Company's loss of these or
other customers, or any decrease in sales to these or other customers, could
have a material adverse effect on the Company's business, financial condition or
results of operations.

The Company monitors its exposure to customers to minimize
potential credit losses.

The Company maintains cash and
cash equivalent balances at several financial institutions throughout its
operating area, and at times, may exceed insurance limits and expose the Company
to credit risk. As part of its cash management process, the Company periodically
reviews the relative credit standing of these financial institutions.

The Companys cash balances are
maintained at financial institutions located in the United States of America,
Sweden and Spain.

Note 6 - Derivative Liabilities

In June 2008, the FASB finalized
ASC 815, Determining Whether an Instrument (or Embedded Feature) is indexed to
an Entitys Own Stock. Under ASC 815, instruments which do not have fixed
settlement provisions are deemed to be derivative instruments. The Company has
determined that it needs to account for certain convertible debentures (see Note
11) issued during the second quarter 2010, as derivative liabilities, and apply
the provisions of ASC 815. The instruments include a ratchet provision that
adjust either the exercise price and/or the quantity of the shares since the
conversion price is equal to 55% - 65% of the "market price" as determined at
the time of conversion.

In accordance with ASC 815, the
fair value of the conversion options of these convertible debentures have been
re-characterized as derivative liabilities. ASC 815, Accounting for Derivative
Instruments and Hedging Activities (ASC 815) requires that the fair value of
these liabilities be re-measured at the end of every reporting period with the
change in fair value reported in the consolidated statement of operations.

The fair value of the derivative
liabilities, measured using the Black-Scholes option pricing model, which
approximates the fair value measured using Binomial Lattice Model, is summarized
below (dollars in thousands):

|           |   | March 31, |  |   | December 31, |  |   | Date of  | 
|---------- | - | --------- |  | - | ------------ |  | - | -------- | 
|           |   | 2011      |  |   | 2010         |  |   | issuance | 
|           |   |           |  |   |              |  |   |          | 
|Fair Value | $ | -         |  | $ | 185          |  | $ | 155      | 

On the date of issuance the
derivative liabilities associated with the debentures was $155,163. During the
first quarter of 2011, the convertible debentures matured and were deemed to be
converted into shares of common stock. On the date of maturities, the change in
fair valuation of derivative liabilities aggregated approximately $96,000 and
was recorded as a gain on change in fair value of derivative liabilities in the
Companys condensed consolidated statement of operations for three months ended
March 31, 2011. The remaining balance of derivative liabilities of $89,000
reclassified into equity on the conversion date..

Note 7 - Fair Value Measurement

Valuation Hierarchy     ASC
820 establishes a valuation hierarchy for disclosure of the inputs to valuation
used to measure fair value. This hierarchy prioritizes the inputs into three
broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active
markets for identical assets or liabilities. Level 2 inputs are quoted prices
for similar assets and liabilities in active markets or inputs that are
observable for the asset or liability, either directly or indirectly through
market

- 10 -

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corroboration, for substantially the full term of the financial
instrument. Level 3 inputs are unobservable inputs based on the Companys own
assumptions used to measure assets and liabilities at fair value. A financial
asset or liabilitys classification within the hierarchy is determined based on
the lowest level input that is significant to the fair value measurement.

The following table represents
the assets and liabilities carried at fair value (dollars in thousands) measured
on a recurring and non-recurring basis as of March 31, 2011:

|                         |   |                      |  |   | Fair Value Measurements at March 31, 2011 | 
|------------------------ | - | -------------------- |  | - | ----------------------------------------- | 
|                         |   |                      |  |   | Quoted prices                             | 
|                         |   | Total Carrying       |  |   | in active                                 | 
|                         |   | Value at             |  |   | markets                                   | 
|                         |   | March
      31, 2011 |  |   | (Level 1)                                 | 
|                         |   |                      |  |   |                                           | 
|Contingent Consideration | $ | 28                   |  | $ | -                                         | 
|Goodwill                 | $ | 3,710                |  | $ | -                                         | 

The contingent consideration is
measured at fair value using quoted market prices of Companys shares of common
stock.

Goodwill is measured at fair
value on a non-recurring basis using discounted cash flows and is classified
within level 3 of the value hierarchy.

The following table represents a
summary of the changes in the fair value of the Companys Level 3 financial
liabilities that are measured at fair value on a recurring basis (dollars in
thousands):

|                                                                                   |   | March 31, |   |   | December 31, | 
|---------------------------------------------------------------------------------- | - | --------- | - | - | ------------ | 
|                                                                                   |   | 2011      |   |   | 2010         | 
|                                                                                   |   |           |   |   |              | 
|Beginning balance  Derivative liabilities                                         | $ | 185       |   | $ | -            | 
|Derivative liabilities recorded                                                    |   | -         |   |   | 155          | 
|Net unrealized loss (gain) on change in
      fair value of derivative liabilities |   | (96       | ) |   | 30           | 
|Reclassifed to equity                                                              |   | (89       | ) |   | -            | 
|Ending balance  Derivative liabilities                                            | $ | -         |   | $ | 185          | 

|                                                                              |   | **March 31,** |   |   | **December 31,** |  
|----------------------------------------------------------------------------- | - | ------------- | - | - | ---------------- | -
|                                                                              |   | **2011**      |   |   | 2010             |  
|Beginning balance  Contingent
      consideration                            | $ | 30            |   | $ | -                |  
|Recorded contingent consideration                                             |   | -             |   |   | 365              |  
|Net unrealized gain on change in fair value
      of contingent consideration |   | (2            | ) |   | (335             | )
|Ending balance  Contingent consideration                                     | $ | 28            |   | $ | 30               |  

The following table represents a
summary of the changes in the fair value of goodwill that is measured at fair
value on a non-recurring basis (dollars in thousands.)

|                    |   | March 31, |  |   | December 31, |  
|------------------- | - | --------- |  | - | ------------ | -
|                    |   | 2011      |  |   | 2010         |  
|                    |   |           |  |   |              |  
|Beginning balance   | $ | 3,710     |  | $ | 3,289        |  
|Acquired            |   | -         |  |   | 3,710        |  
|                    |   |           |  |   |              |  
|Impaired            |   | -         |  |   | (2,812       | )
|Currency adjustment |   | -         |  |   | (477         | )
|Ending balance      | $ | 3,710     |  | $ | 3,710        |  

- 11 -

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During the year ended December
31, 2010, the Company had impaired the goodwill related to the Danish
subsidiaries.

Note 8  Notes payable

Long and short-term debt

The Company obtained a short term
loan from a private investor in the amount of DKK 1,000,000 ($179,953) on March
4, 2010, in order to fund working capital until additional capital could be
raised. The loan matured on June 30, 2010, together with accrued interest of DKK
200,000 ($37,970). On June 25, 2010, and on September 23, 2010, the loan, which
was not called on its maturity date, was partially paid in cash of $184,975 and
$10,700 respectively. As at March 31, 2011, the amount outstanding including
accrued interest was $22,248

On March 10, 2010, the Company
obtained a Convertible Debenture totaling $80,000. The note bears interest at a
rate of 8% per annum and is due nine months from date of issuance. The Note is
convertible into shares of common stock of the Company at a conversion price
equal to 65% of the "market price" at the time of conversion, which "market
price" will be calculated as the average of the three lowest "trading prices"
for the Company's common stock during the ten day trading period prior to the
date the conversion note is sent to the Company. During the period October 27 
December 23, 2010, the investor converted a total of $74,000 into 9,759,025
shares of common stock. At December 31, 2010, the amount outstanding was $9,556
including interest of $3,556. On January 3, 2011, the outstanding balance was
converted into 1,877,551 shares of common stock

On March 15, 2010, the Company
obtained a loan from a private investor of $250,000. The loan bears no interest
and is due one year from date of issue. If the Company choose not to repay the
loan in cash the holder of the note is entitled to convert the note into shares
of common stock at a price equal to 85% of the market price of the Companys
common stock at the time of conversion. Based on the Black  Scholes model the
Company calculated a call option value of $0.08 resulting in a deferred debt
discount of $149,603. Since the note contains a contingent conversion feature no
deferred debt discount was recognized. As at March 31, 2011, the amount
outstanding was $250,000

On April 20, 2010, the Company
obtained a Convertible Debenture totaling $40,000. The note bears interest at a
rate of 8% per annum and is due nine months from date of issuance. The Note is
convertible into shares of common stock of the Company at a conversion price
equal to 55% of the "market price" at the time of conversion, which "market
price" will be calculated as the average of the three lowest "trading prices"
for the Company's common stock during the ten day trading period prior to the
date the conversion note is sent to the Company. Based on the Black  Scholes
model the Company calculated a call option value of $0.06 resulting in a
deferred debt discount of $29,702 which was recorded as interest expense ratably
over the loans maturity. On January 18, 2011, the Company converted $10,000 into
2,702,703 shares of common stock and on the date of maturity, the remaining
balance of $31,600 including accrued interest was converted into 7,977,733
shares of common stock.

On May 4, 2010, the Company
obtained a Convertible Debenture totaling $37,500. The note bears interest at a
rate of 8% per annum and is due nine months from date of issuance. The Note is
convertible into shares of common stock of the Company at a conversion price
equal to 65% of the "market price" at the time of conversion, which "market
price" will be calculated as the average of the three lowest "trading prices"
for the Company's common stock during the ten day trading period prior to the
date the conversion note is sent to the Company. Based on the Black  Scholes
model the Company calculated a call option value of $0.07 resulting in a
deferred debt discount of $25,286 which was recorded as interest expense ratably
over the loans maturity. On March 17, 2011 $15,000 of the loan was converted
into 3,480,372 shares of common stock. As the loan matured on February 4, 2011
the balance of the loan including accrued interest will be converted into
3,771,072 shares of common stock per request from the lender. As at March 31,
2011, the balance of the loan of $24,750 has been classified as a component of
additional paid in capital in the stockholders equity. Such shares will be
issued as soon as administratively feasible. Subsequent to March 31, 2011 the
Company issued 2,604,167 shares of common stock per request from the lender.

On May 27, 2010, the Company
obtained a Convertible Debenture totaling $50,000. The note bears interest at a
rate of 8% per annum and is due nine months from date of issuance. The Note is
convertible into shares of common stock of the Company at a conversion price
equal to 65% of the "market price" at the time of conversion, which "market
price" will be calculated as the average of the three lowest "trading prices"
for the Company's common stock during the ten day trading period prior to the
date the conversion note is sent to the Company. Based on the

- 12 -

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Black  Scholes model the Company calculated a call option
value of $0.05 resulting in a deferred debt discount of $29,142 which was
recorded as interest expense ratably over the loans maturity. As the loan
matured on February 27, 2011, the balance of the loan including accrued interest
will be converted into 10,321,324 shares of common stock per request from the
lender. As at March 31, 2011, the balance of the loan of $53,000 has been
classified as a component of additional paid in capital in the stockholders
equity. Such shares will be issued as soon as administratively feasible.

On June 25, 2010, The Company
obtained a short term loan from a private investor in the amount of DKK
1,000,000 ($165,166) in order to fund working capital until additional capital
could be raised. The loan matured on September 30, 2010, together with accrued
interest of DKK 250,000 ($41,292). The loan agreement includes an option to
convert the loan including interest into shares of common stock at a price of
$0.06. As at March 31, 2011, the amount outstanding including accrued interest
was $246,749. Since the note contains a contingent conversion feature no
deferred debt discount was recognized.

Note 9  Line of Credit

The Company has a floating rate
line of credit facility with Nordea Bank in the amount of $317,000. As of March
31, 2011, the amount outstanding, under this line of credit facility, was
$-(nil). The rate of interest payable under the line of credit facility is
presently 4.25 % per annum.

Note 10  Equity Capital

During the three months ended
March 31, 2011, the Company issued 9,337,000 share of common stock for the
proceeds of cash for $79,365. The Company also issued 258,000 shares of common
stock valued at $17,200 to a consultant for services rendered during the three
months ended March 31, 2011.

During the three months ended
March 31, 2011, the Company issued 16,308,359 shares of common stock for the
conversion of certain notes aggregating $65,800 (Note - 8).

Note 11  Non-vested shares

In September 2007, the Company
issued 7,778,720 non-vested share awards to two executives of the Company having
a stated value of DKK 330,000 ($65,100). A weighted average grant date fair
value of per share. The fair value of the non-vested share awards on the date of
issuance was DKK 3,939,000 ($777,000). The non-vested awards became fully vested
on May 31, 2010. During the three months ended March 31, 2010, the Company
recorded $59,180 of compensation expense, related to these awards.

Note 12  Stock based compensation

In the first quarter of 2011 and
during the years 2010 and 2009 the company issued 258,000, 1,250,000 and
3,000,000 shares of common stock respectively to eight consultants for services
rendered during the periods from 2009 through 2012. The total market value of
the shares, on the date of signing the agreements, was $653,740. For the three
months ended March 31, 2011 and 2010 the Company expensed $58,821 and $23,021
respectively as selling, general and administrative expenses. The Company will
record compensation expense ratably over the remaining period.

As of March 31, 2011, there was
$92,084 of total unrecognized compensation costs related to the issuance. The
remaining cost is expected to be recognized ratably over a period of 4
quarters.

Note 13 - Related party transactions

Fee to Secretary of the Board Bent
Helvang     During the three months ended March
31, 2011 Mr. Helvang received a fee of $22,512 which has been classified as a
component of selling, general and administrative expenses. Since the Company no
longer maintains a corporate entity in Denmark, Mr. Helvang is the Companys
administrative body, where he holds a bank account on behalf of the Company. The
balance of the bank account at March 31, 2011 is $21,143 which has been
classified as administrative deposit held by related party.

- 13 -

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Klaus Aamann  Member of the Board

During the year ended December
31, 2010 Mr. Aamann provided the Company a cash loan of $24,800. Further Mr.
Aamann was entitled to a reimbursement of expenses of $12,513 during the year
ended December 31, 2010. The expenses was classified as a component of selling,
general and administrative expenses. At March 31, 2011 and December 31, 2010 Mr.
Aamann has a receivable of $6,935 and $11,580 respectively which has been
classified in advances from related parties.

Lars Thomassen  Chairman of the
Board     During the year ended December 31,
2010 Lars Thomassen made payments of $24,034 to creditors on behalf of the
Company. Further Mr. Thomassen is entitled to have hes travel expenses etc.
reimbursed. Such expenses amounted to $17,781 during the year ended December 31,
2010 and was classified as a component of selling, general and administrative
expenses. At March 31, 2011 and December 31, 2010 Mr. Thomassen has a receivable
of $41,815 which has been classified in advances from related parties.

Niclas Fröberg  CEO of Tre
Kronor     According to the Share
Purchase Agreement with the former shareholders of Tre Kronor, the Company is
committed to pay an aggregate amount of SEK 3,000,000 ($387,000) to Mr. Fröberg
against redemption of a portion of his shares. The Company has agreed to extend
the redemption of the share portion to December 31, 2011. During the year ended
December 31, 2010 the Company advanced a payment of $387,000 to Mr. Fröberg.
Such advance has been classified as a component of the Companys Stockholders
Equity as Notes Receivable from Affiliate.

Note 14  Subsequent events

On April 15, 2011 the Company issued 2,604,167 shares of common
stock related to the convertible note which matured on February 4, 2011 (See
Note 8 above).

- 14 -

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Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

The following discussion and analysis summarizes the
significant factors affecting our condensed consolidated results of operations,
financial condition and liquidity position for the three months ended March 31,
2011 and 2010. This discussion and analysis should be read in conjunction with
our audited financial statements and notes thereto included in our Annual Report
on Form 10-K for our year-ended December 31, 2010 and the condensed consolidated
unaudited financial statements and related notes included elsewhere in this
filing. The following discussion and analysis contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those discussed in the forward-looking statements.

Forward-Looking Statements

Forward-looking statements in this Quarterly Report on Form
10-Q, including without limitation, statements related to our plans, strategies,
objectives, expectations, intentions and adequacy of resources, are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward-looking statements
involve risks and uncertainties including without limitation the following: (i)
our plans, strategies, objectives, expectations and intentions are subject to
change at any time at our discretion; (ii) our plans and results of operations
will be affected by our ability to manage growth; and (iii) other risks and
uncertainties indicated from time to time in our filings with the Securities and
Exchange Commission.

In some cases, you can identify forward-looking statements by
terminology such as may, will, should, could, expects,
plans, intends, anticipates, believes, estimates,
predicts, potential, or continue or the negative of such terms or
other comparable terminology. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance, or achievements. Moreover,
neither we nor any other person assumes responsibility for the accuracy and
completeness of such statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. We are under no duty to update any of the forward-looking statements
after the date of this Report.

Overview

We are a commercial communication services company based in
Sweden that provides integrated media, advertising and marketing consulting
services to our clients. We conduct our business through various subsidiaries
which enables us to merge various communication expertise including advertising
(creativity and strategy), media consulting, digital know-how and television
production. We believe this mix of skills allows us to customize advertising and
marketing communication services to create the most value for our clients and
their businesses.

Our clients are comprised primarily of European businesses that
range in size from small local businesses to larger trans-national and
multi-national corporations.

Due to the changing dynamics within the communications
industry, along with an intimate knowledge concerning the needs of independent
agencies, the board of directors of the Company recently revised its business
strategy to reflect these considerations.

The Company is in the process of forming partnerships with
strong creative agencies and marketing service companies in order to enable it
to be able to deliver a broad spectrum of communications disciplines in selected
countries. The intent is to provide strong creative entrepreneurs with the
combined advantages of retaining local independence while enjoying the benefits
of a public traded company.

The Companys objective will be to acquire key partners in
order to expand and grow its business through share-for-share acquisitions. The
Companys strategy is to involve key partners as shareholders of the Company and
to align their interests with the interests of the shareholders of the Company
in building and promoting the success of the Company. The financial incentive
will further enhance and therefore drive the cooperation between the Company and
its key partners.

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The Company has identified and initiated discussions with a
number of potential partners from highly regarded independent agencies based in
Spain, Sweden and Italy with the objective of establishing future partners for
the Companys network.

Ceasing of Operation of Danish Subsidiaries

During July and August 2010, the Danish subsidiaries of the
Company, Bark Corporation, Bark Advertising and Bark Media, continued to
experience losses from operations due to decreased advertising spending by
clients combined with local managements inability to generate sufficient new
business activities. Moreover, management determined that the fixed costs and
the expected revenues in the second half of 2010 would lead to continued
substantial losses in 2010 and the first half of 2011. The continuing declining
revenues and rising losses would increase the Companys net working capital
deficiency and increase demands for the Companys cash resources to service its
debt in the Danish operations. On August 31, 2010, the Danish companies were not
in possession of sufficient cash to continue its operations. Thus, the Companys
management decided to cease its Danish operations. On September 8, 2010,
management in the Danish companies filed for closing of all operations in
Denmark, with the Danish court in Copenhagen. As a consequence of filing of
bankruptcy and control of the Danish subsidiaries being accepted by the court
effective September 8, 2010, the Company has deconsolidated the Danish
subsidiaries. The operations of the Companys Danish subsidiaries through
September 8, 2010, have been presented as discontinued operations.

Abrego Spain SL

Albrego Spain SL was established in November 2010 as a wholly-owned Spanish incorporated subsidiary of the Company. Albrego Spain was established in order to enable us to expand our operations in Southern Europe.  We are presently in the process of identifying acquisitions with the objective of enabling a projected growth in revenue and profit in the region during the 2011, although there is no assurance that we will complete such acquisitions or achieve an increase in revenue or profit during 2011. For the three months ended March 31, 2011 no revenues derived from Abrego Spain SL.

Acquisition of 30% Interest in InSight AS

Effective January 1, 2011 TKM acquired a non-controlling 30%
interest in InSight AS (a Norwegian media company) pursuant to an agreement
dated June 2, 2010 between Insight and TKM.

InSight AS is a Norwegian based media agency established in
2009. During 2010 and effective from January 1, 2011, InSight AS expanded its
business significantly after signing a contract with one of the largest
retailers in Norway regarding media strategy, counseling, media purchases and
campaign execution. Effective January 1, 2011 Tre Kronor acquired a 30%
non-controlling interest in InSight AS for cash consideration of Swedish Kronor
(SEK) 4,756,550 ($701,000) which was paid on October 31, 2010. Subsequent to
TKMs acquisition of the non-controlling interest our CEO Mr. Niclas Fröberg was
appointed director in the board of InSight A/S.

Atna World AB

During the first quarter of 2011, TKM entered into a
non-definitive letter of intent to acquire all issued and outstanding shares in
the Swedish advertising company Atna World AB (Atna). It is anticipated
that the Company would complete this acquisition through the issuance of new
shares to the principals of Atna and that Atna would be merged with TKM
following completion of the acquisition.

Atna is a Swedish advertising agency with seven employees and a
portfolio of clients. Since the beginning of 2010, Atna conducted its business
from the premises of TKM. During 2010, TKM and Atna has cooperated successfully
in new business activities and in the execution of advertising projects for TKM
clients. The Company is presently negotiating a definitive agreement for the
completion of the acquisition. Closing is anticipated to be effective during May
2011 provided that a definitive agreement can be concluded.

- 16 -

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Results of Operations

Results of operations reflect inclusion of TKM from May 4, 2010 to March 31, 2011 and inclusion of Abrego Spain from November 1, 2010 to March 31, 2011.

Revenues

We derive revenues from fees charged by us in connection with
the provision of advertising and media services. We earn revenues based on
various different fee arrangements, including:

- fees for advertising services,
- commissions on media placements,
- incentive/performance based revenue, or
- a combination of all of the above

During the three months ended March 31, 2010 all our revenues
were attributable to TKM.

Cost of Revenues

Our cost of revenues is attributable to direct costs that we
incur to produce a final communication product incorporating the marketing and
advertising concepts that we develop. The final communication product is then
delivered to media outlets who then broadcast to the public. These direct costs
include, for example, the following:

- a portion of salaries for professional staff attributable to providing
  professional services,
- consultancy fees,
- film production,
- cost of placement of media,
- photography,
- web site design,
- printed materials, and
- layout of advertisements for newspapers and magazines.

These expenses, expect from the portion of salaries, represent
external costs that we pay to third parties as part of the creation and
implementation of advertising and marketing campaigns for our clients.

Our cost of revenues for the three months ended March 31, 2011, was all attributable to TKM.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses include the
following expenses:

- salaries for administrative staff and administrative functions,
- reimbursement of expenses to our chairman,
- Stock based compensation relating to two employees,
- office rental and associated office costs,
- professional expenses, including lawyers, auditors and other consultancy
  costs,
- client marketing, travel and entertainment expenses,

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- allowance for doubtful accounts, and
- information technology costs.

Our selling, general and administrative expenses totaled $1,158,000 for the three months ended March 31, 2011 as compared to $58,000 for the three months ended March 31, 2010, representing an increase of $1,100,000. The increase is comprised by audit expenses of approximately $125,000 and approximately $975,000 expenses related to TKM and Abrego.

Depreciation and Amortization

Depreciation includes depreciation on equipment and
amortization of customer relationships.

Depreciation and amortization was $55,000 in the three months
ended March 31, 2011 and was principally attributable to amortization of
customer relationships, with the balance associated with depreciation of
equipment.

Profit from equity investment

Effective January 1, 2011 TKM acquired a 30% interest in
InSight AS. According to InSight ASs unaudited financial statements for the
three month ended March 31, 2011 InSight AS reported a total profit of $40,000
of which $12,000 was allocated to us.

Gain on Derivatives

During the three months ended March 31, 2011, we recognized a
gain of approximately $96,000 from derivative liabilities being the difference
in fair value between December 31, 2010 and the date of maturities of the
notes..

Gain from Fair Value of Contingent
Consideration

In conjunction with the acquisition of TKM, we calculated a
contingent consideration to former shareholders of TKM on a basis of a total
consideration of 4,000,000 of the Companys shares of common stock at the fair
value of the market closing price per date of acquisition. As the calculated
consideration is based on TKMs projected EBT (Earnings Before Tax) in fiscal
2011 and 2012 the fair value per date of acquisition was discounted back to a
present value of $365,000 which the Company recorded as a long term liability.
During the three months ended March 31, 2011, we recognized a gain of $2,000
from the contingent consideration, being the difference in fair value between
date of acquisition and date of reporting.

Interest Expense

Interest expense includes interest that we pay on our credit
facilities in Nordea and loans from private investors. These loans are described
in detail below under Liquidity and Capital Resources  Bank Indebtedness.

Interest expense increased to $71,000 for the three months
ended March 31, 2011, compared to $36,000 for the three months ended March 31,
2010. The increase is attributable to foreign currency translation adjustments.

Net Loss

We recorded a net loss of $394,000 for the three months ended
March 31, 2011 as compared to a net loss of $302,000 for the three months ended
March 31, 2010, representing an increase in our loss of $92,000. During the
three months ended March 31, 2011 we expensed audit fee of approximately
$125,000 related to fiscal 2010 whereas the audit fees related to fiscal 2009
was expensed in the second quarter of 2010. During the three months ended March
31, 2011, TKM contributed with a profit of approximately $26,000 including 30%
of the profit derived from InSight AS during the first quarter of 2011.

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Liquidity and Capital Resources

Cash and Working Capital

As at March 31, 2011 and December 31, 2010, we had cash of
$208,000 and $395,000 respectively. Our working capital deficit increased from
$3,007,000 at December 31, 2010 to $3,131,000 at March 31, 2011, an increase of
$124,000. The increase to our working capital deficit is mainly due to increased
cost and estimated earnings in excess of billings on projects.

Cash Requirements and future financing

Our current source of funding, in addition to cash on hand is
any cash derived from operations and an operating line of credit of
approximately $317,000. We plan to use our operating line of credit to finance a
portion of our operations over the next twelve months. However, we will require
additional financing to conduct its business in accordance with its plan of
operations on a long term basis.

Based on our current forecast we anticipate that cash flow from operations will be sufficient to cover i) our current on-going operating expenses for the next 12 months and ii) the majority of the working capital deficit at March 31, 2011. We estimate that we will require approximately $1,510,000 over the next twelve months in order to sustain our current obligations and to fully satisfy its working capital deficiency. There is no assurance however, that cash flow from operations will achieve forecasted levels and accordingly additional capital required over the next twelve months in order to sustain our current obligations and to fully statisfy our working capital deficiency may be greater than the amounts anticipated.

We also entered into an engagement agreement with an investment
bank with the objective of securing additional financing, but we do not have any
commitment from the investment bank to complete any financing. There is no
assurance that we will raise any additional financing from either this
investment bank or any other investors or on acceptable terms. There is also a
risk that cash used in operations will be greater than anticipated in the event
that projected revenues are not achieved.

We anticipate to continue to rely on equity sales of our common
shares in order to continue to fund our acquisition strategy. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our acquisition strategy.

Bank Indebtedness

We have a floating rate line credit facility in Nordea Bank in
the amount of $317,000. As at March 31, 2011, the amount outstanding under this
line of credit facility, was $-(nil). The rate of interest payable under the
line of credit facility is presently 4.25% per annum.

Loans from Private Investors

We obtained a short term loan from a private investor in the
amount of DKK 1,000,000 ($179,953) on March 4, 2010, in order to fund working
capital until additional capital could be raised. The loan matured on June 30,
2010, together with accrued interest of DKK 200,000 ($37,970). On June 25, 2010,
and on September 23, 2010, the loan, which was not called on its maturity date,
was partially paid in cash of $184,975 and $10,700 respectively. As at March 31,
2011, the amount outstanding including accrued interest was $22,248

On March 10, 2010, we obtained a Convertible Debenture totaling
$80,000. The note bears interest at a rate of 8% per annum and is due nine
months from date of issuance. The Note is convertible into shares of common
stock of the Company at a conversion price equal to 65% of the "market price" at
the time of conversion, which "market price" will be calculated as the average
of the three lowest "trading prices" for the Company's common stock during the
ten day trading period prior to the date the conversion note is sent to the
Company. During the period October 27 December 23, 2010, the investor converted
a total of $74,000 into 9,759,025 shares of common stock. At December 31, 2010,
the amount outstanding was $9,556 including interest of $3,556. On January 3,
2011, the outstanding balance was converted into 1,877,551 shares of common
stock

On March 15, 2010, we obtained a
loan from a private investor of $250,000. The loan bears no interest and is due
one year from date of issue. If the Company choose not to repay the loan in cash
the holder of the note is entitled to convert the note into shares of common
stock at a price equal to 85% of the market price of the Companys common stock
at the time of conversion. Based on the Black  Scholes model the Company
calculated a call option value of $0.08 resulting in a deferred debt discount of
$149,603. Since the note contains a contingent conversion feature no

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deferred debt discount was recognized. As at March 31, 2011,
the amount outstanding was $250,000.

On April 20, 2010, we obtained a Convertible Debenture totaling
$40,000. The note bears interest at a rate of 8% per annum and is due nine
months from date of issuance. The Note is convertible into shares of common
stock of the Company at a conversion price equal to 55% of the "market price" at
the time of conversion, which "market price" will be calculated as the average
of the three lowest "trading prices" for the Company's common stock during the
ten day trading period prior to the date the conversion note is sent to the
Company. Based on the Black  Scholes model the Company calculated a call option
value of $0.06 resulting in a deferred debt discount of $29,702 which was
recorded as interest expense ratably over the loans maturity. On January 18,
2011, the Company converted $10,000 into 2,702,703 shares of common stock and on
the date of maturity, the remaining balance of $31,600 including accrued
interest was converted into 7,977,733 shares of common stock.

On May 4, 2010, we obtained a Convertible Debenture totaling
$37,500. The note bears interest at a rate of 8% per annum and is due nine
months from date of issuance. The Note is convertible into shares of common
stock of the Company at a conversion price equal to 65% of the "market price" at
the time of conversion, which "market price" will be calculated as the average
of the three lowest "trading prices" for the Company's common stock during the
ten day trading period prior to the date the conversion note is sent to the
Company. Based on the Black  Scholes model the Company calculated a call option
value of $0.07 resulting in a deferred debt discount of $25,286 which was
recorded as interest expense ratably over the loans maturity. On March 17, 2011
$15,000 of the loan was converted into 3,480,372 shares of common stock. As the
loan matured on February 4, 2011 the balance of the loan including accrued
interest will be converted into 3,771,072 shares of common stock per request
from the lender. As at March 31, 2011, the balance of the loan of $24,750 has
been classified as a component of additional paid in capital in the stockholders
equity. Such shares will be issued as soon as administratively feasible.
Subsequent to March 31, 2011 we issued 2,604,167 shares of common stock per
request from the lender.

On May 27, 2010, we obtained a Convertible Debenture totaling
$50,000. The note bears interest at a rate of 8% per annum and is due nine
months from date of issuance. The Note is convertible into shares of common
stock of the Company at a conversion price equal to 65% of the "market price" at
the time of conversion, which "market price" will be calculated as the average
of the three lowest "trading prices" for the Company's common stock during the
ten day trading period prior to the date the conversion note is sent to the
Company. Based on the Black  Scholes model the Company calculated a call option
value of $0.05 resulting in a deferred debt discount of $29,142 which was
recorded as interest expense ratably over the loans maturity. As the loan
matured on February 27, 2011 the balance of the loan including accrued interest
will be converted into 10,321,324 shares of common stock per request from the
lender. As at March 31, 2011, the balance of the loan of $53,000 has been
classified as a component of additional paid in capital in the stockholders
equity. Such shares will be issued as soon as administratively feasible.

On June 25, 2010, we obtained a short term loan from a private
investor in the amount of DKK 1,000,000 ($165,166) in order to fund working
capital until additional capital could be raised. The loan matured on September
30, 2010, together with accrued interest of DKK 250,000 ($41,292). The loan
agreement includes an option to convert the loan including interest into shares
of common stock at a price of $0.06. As at March 31, 2011, the amount
outstanding including accrued interest was $246,749. Since the note contains a
contingent conversion feature no deferred debt discount was recognized.

Going Concern

During the three months ended March 31, 2011 and 2010 we
incurred net losses of $394,000 and $302,000 respectively. We continue to
operate with a working capital deficiency (approximately $3,131,000 at March 31,
2011) and have limited financial resources available to pay ongoing financial
obligations as they become due. The negative working capital at March 31, 2011
includes convertible notes of approximately $942,000. We also used cash from our
operations of $308,000 during the three month ended March 31, 2011.

Our current source of funding, in addition to cash on hand is
any cash derived from operations and an operating line of credit of
approximately $317,000. We plan to use our operating line of credit to finance a
portion of our operations over the next twelve months. However, we will require
additional financing to conduct its business in accordance with its plan of
operations on a long term basis.

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Based on the our current forecast we anticipates that cash flow from operations will be sufficient to cover i) our current on-going operating expenses for the next 12 months and ii) the majority of the working capital deficit at March 31, 2011. We estimate that we will require approximately $1,510,000 over the next twelve months in order to sustain our current obligations and to fully satisfy its working capital deficiency. There is no assurance however, that cash flow from operations will achieve forecasted levels and accordingly additional capital required over the next twelve months in order to sustain our current obligations and to fully statisfy our working capital deficiency may be greater than the amounts anticipated.

Our acquisition strategy is based primarily on share-for-share agreements with limited cash requirements which mean that the need for additional financing in order to expand the business is limited on a short term basis. However, we may require additional financing in order to fund any business acquired, even if acquired on a share for share basis, and there is no assurance that we will be able to obtain such financing.

We also entered into an engagement agreement with an investment
bank with the objective of securing additional financing, but we do not have any
commitment from the investment bank to complete any financing. There is no
assurance that we will raise any additional financing from either this
investment bank or any other investors or on acceptable terms. There is also a
risk that cash used in operations will be greater than anticipated in the event
that projected revenues are not achieved.

As a result of the above, we believe that a substantial doubt
about our ability to continue as a going concern remained as at March 31, 2011,
as reflected in the notes to our condensed consolidated unaudited financial
statements for the three months ended March 31, 2011. Our condensed consolidated
unaudited financial statements for the three months ended March 31, 2011 do not
include any adjustment that might result from the outcome of this
uncertainty.

Cash Used In Operating Activities

We used cash of $308,000 in the three months ended March 31,
2011, compared to use of cash of $659,000 in the three months ended March 31,
2010. The decrease in cash used in operating activities primarily reflects
increased VAT liabilities from customer invoicing.

Cash From/Used in Investing Activities

In the three months ended March 31, 2011, and 2010 we used cash
of $31,000 and $14,000 respectively by purchasing equipment.

Cash from Financing Activities

In the three months ended March 31, 2011 we generated cash of
$47,000 which represented proceeds from issuance of shares of $79,000 offset by
repayment of debts to related parties.

Critical Accounting Policies and Estimates

Our financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America which
require us to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of our financial statements, and the reported amounts of revenues and
expenses during the reporting periods. Critical accounting policies are those
that require the application of managements most difficult, subjective, or
complex judgments, often because of the need to make estimates about the effect
of matters that are inherently uncertain and that may change in subsequent
periods.

In preparing the financial statements, we utilized available
information, including our past history, industry standards and the current
economic environment, among other factors, in forming our estimates and
judgments, giving due consideration to materiality. Actual results may differ
from these estimates. In addition, other companies may utilize different
estimates which may impact the comparability of our results of operations to
other companies in our industry. We believe the following significant accounting
policies may involve a higher degree of judgment and estimation.

Revenue recognition

Most of our client contracts are individually negotiated and
accordingly, the terms of client engagements and the bases on which the Company
earns commissions and fees vary significantly. Direct costs include fees paid to
external suppliers where they are retained to perform part or all of a specific
project for a client and the resulting expenditure is directly attributable to the revenue earned.
Revenue is stated exclusive of VAT (value added tax), sales taxes and trade
discounts.

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Our revenue is typically derived from strategic counseling,
campaign project management, commissions on media buying, analysis,
recommendations and fees for advertising services. Revenue may consist of
various arrangements involving fixed fees, commissions, or performance-based
revenue, as agreed upon with each client.

We earn commissions from referrals of services to other
vendors, marketing agencies, who ultimately provide the end service to the
customer. Commissions are generally earned on the date of invoice for media
buying.

Revenue for our fixed-fee contracts is recognized when all of
the following criteria are satisfied: (i) persuasive evidence of an arrangement
exists; (ii) the price is fixed or determinable; (iii) collectability is
reasonably assured; and (iv) services have been performed. Depending on the
terms of a client contract, fees for services performed can be recognized in two
principal ways: proportional performance or completed contract.

- Fixed-fee contracts are generally recognized as earned based on the
  proportional performance method of revenue recognition. In assessing contract
  performance, both input and output criteria reviewed. Costs incurred are used
  as an objective input measure of performance. The primary input of all work
  performed under these arrangements is labor. As a result of the relationship
  between labor and cost, there is normally a direct relationship between costs
  incurred and the proportion of the contract performed to date. Costs incurred
  as a proportion of expected total costs is used as an initial proportional
  performance measure. This indicative proportional performance measure is
  always subsequently validated against other more subjective criteria (i.e.
  relevant output measures) such as the percentage of interviews completed,
  percentage of reports delivered to a client and the achievement of any project
  milestones stipulated in the contract. In the event of divergence between the
  objective and more subjective measures, the more subjective measures take
  precedence since these are output measures.
- Certain fees (such as for marketing services related to rebates offered by
  clients to their external customers) are deferred until contract completion as
  the final act is so significant in relation to the service transaction taken
  as a whole. Fees are also recognized on a completed contract basis if any of
  the criteria of the Financial Accounting Standards Board (FASB) Accounting
  Standard Codification (ASC) 605-10-S99, formerly Staff Accounting Bulletin
  (SAB) No. 104, Revenue Recognition,were not satisfied prior to job
  completion or if the terms of the contract do not otherwise qualify for
  proportional performance.

Incentive-based revenue typically comprises quantitative
criteria. Revenue is recognized when the quantitative targets have been
achieved.

In compliance with FASB ASC 605-45 Principal Agent
Considerations, Reporting Revenue Gross as a Principal versus Net as an
Agent, we assess whether our agency or the third-party supplier is the primary
obligor. We evaluate the terms of our client agreements as part of this
assessment. In addition, we give appropriate consideration to other key
indicators such as latitude in establishing price, discretion in supplier
selection and credit risk to the vendor. For a substantial portion of our client
contracts we act as principal as we are the primary obligor and bear credit risk
related to the services we provide. In these contracts we record revenues and
costs of revenues gross. In certain contracts we record a net amount principally
on those contracts where we only earn a commission.

Business Combinations

We account for our business combination transactions utilizing
the acquisition method of accounting. Under the acquisition method of
accounting, the total consideration paid is allocated to the underlying assets
and liabilities, based on their respective estimated fair values. The excess of
the purchase price over the estimated fair values of the net assets acquired is
recorded as goodwill. Determining the fair value of certain acquired assets and
liabilities, identifiable intangible assets in particular, is subjective in
nature and often involves the use of significant estimates and assumptions.
Finite-lived identifiable intangible assets are amortized over its expected life
on a straight-line basis, as this basis approximates the expected cash flows
from the Companys existing definite-lived identifiable intangible assets over
the expected future.

Goodwill is accounted for under FASB ASC 350 Under the
provisions of this statement, our goodwill is tested for impairment on an annual
basis or whenever facts or circumstances indicate that the carrying amounts may
not be

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recoverable. We elected to conduct our annual impairment test
in March. Since inception, we have operated in one reporting unit. This unit is
tested for impairment by comparing the implied fair value of the reporting unit
with the carrying value of that unit. Implied fair value is determined based on
a valuation study performed by us using the discounted cash flow method and the
estimated market values of the reporting units. No impairment of goodwill was
recognized during the three months ended March 31, 2011.

Non controlling interest

Certain consolidated subsidiaries of UCP issued equity shares
to parties unrelated to the Company. The Company accounts for such transactions
in accordance with FASB ASC 810, Consolidation, FASB 810 requires that
the difference between the carrying amount of the Companys investment in the
subsidiary and the underlying net book value of the subsidiary after the
issuance of the shares be recognized either as a gain or loss in the
consolidated statement of operations or as a capital transaction. In these
instances it is the Companys policy to consider gains and losses arising from
such issuances of shares by a subsidiary as a capital transaction; as such no
gain or loss is recognized in the statement of operations.

In instances where subsidiary shares issued are redeemable, the
Non-controlling interest is recorded in accordance with FASB ASC 810, at the
higher of (1) the redemption value required to be paid by the Company or (2) the
amount that would result from applying consolidation accounting under FASB ASC
810. Adjustments recorded by the Company in
relation to the recording of these costs are recorded within additional paid-in
capital.

The Company previously recorded non-controlling interest dealt
with certain Danish subsidiaries which were discontinued and deconsolidated
during 2010.

Analysis of Impairment

We acquired our operating business, which is our sole goodwill
reporting unit, in May 2010. We accounted for our acquisition of this business
using the purchase method of accounting, which resulted in the recognition of
approximately $3,710,000 of goodwill. In accordance with applicable standards
specified in the Accounting Standards Codification, we test goodwill at the
reporting unit level for possible impairment at least once annually and in
between annual testing dates if events or changes in circumstances indicate that
the carrying value of our goodwill might not be recoverable. We have designated
March 15 as the formal date of our annual goodwill impairment test.

In conjunction with our 2010 audit, we performed our annual
impairment test during March 2011. During the three month ended March 31, 2011
no events or changes in circumstances indicates that the carrying value of our
goodwill is impaired.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, financings, or other
relationships with unconsolidated entities known as Special Purposes
Entities.

Item 3. Quantitative and Qualitative Disclosures about
Market Risk.

We are a smaller reporting company as defined by Rule 12b2 of
the Exchange Act and are not required to provide the information required under
this item.

Item 4 . Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
by our Company is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the SEC. Our Chief Executive
Officer, Niclas Fröberg, and our Chief Financial Officer, Ulrik Gerdes, are
responsible for establishing and maintaining disclosure controls and procedures
for our Company.

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Our management has evaluated the effectiveness of our
disclosure controls and procedures as of March 31, 2011 (under the supervision
and with the participation of the Chief Executive Officer and the Chief
Financial Officer), pursuant to Rule 13a15(b) promulgated under the
Securities Exchange Act of 1934, as amended. As part of such evaluation,
management considered the matters discussed below relating to internal control
over financial reporting. Based on this evaluation, our Companys Chief
Executive Officer and Chief Financial Officer have concluded that our Companys
disclosure controls and procedures were not effective as of March 31, 2011 due
to the material weakness in Internal Control over Financial Reporting identified
below.

The material weakness identified results from currently
inadequate external reporting, technical accounting and tax staff, inadequate
integrated financial systems and financial reporting and closing processes, and
inadequate written policies and procedures. Specifically, the following items
were identified:

- we do not currently have a sufficient complement of external reporting,
  technical accounting or tax staff commensurate to support standalone external
  financial reporting under public company or SEC requirements;
- we do not have a fully integrated financial consolidation and reporting
  system and as a result, extensive manual analysis, reconciliation and
  adjustments are required in order to produce financial statements for external
  reporting purposes; and
- we have not commenced design, implementation and documentation of the policies and procedures used for external financial reporting, accounting and income tax purposes.

We are in the process of implementing changes to strengthen our
internal controls. Additional measures may be necessary and the measures we
expect to take to improve our internal controls may not be sufficient to address
the issues identified, to ensure that our internal controls are effective or to
ensure that such material weakness or other material weaknesses would not result
in a material misstatement of our annual or interim financial statements. In
addition, other material weaknesses or significant deficiencies may be
identified in the future. If we are unable to correct deficiencies in internal
controls in a timely manner, our ability to record, process, summarize and
report financial information accurately and within the time periods specified in
the rules and forms of the SEC will be adversely affected. This failure could
negatively affect the market price and trading liquidity of our common stock,
cause investors to lose confidence in our reported financial information,
subject us to civil and criminal investigations and penalties, and generally
materially and adversely impact our business and financial condition.

Changes in Internal Control over Financial
Reporting

There were no changes in our internal control over financial
reporting during the three months ended March 31, 2011 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

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PART IIOTHER INFORMATION

Item 1. Legal Proceedings

The Company has no legal proceedings

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b2 of
the Exchange Act and are not required to provide the information required under
this item.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

Three Months Ended March 31, 2011

- Consulting Agreements: We issued 258,000 shares of our common stock to a consultant pursuant to a separate consultant agreements in consideration for services. We completed the share issuance pursuant to Section 4(2) and/ or Rule 506 of Regulation D of the Securities Act on the basis that the consultant is an “accredited investor”, as defined in Rule 501(a) of the Securities Act. The investor represented he’s intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends have been affixed to the stock certificates issued to the consultant confirming that the shares cannot be resold or transferred other than pursuant registration under the Securities Act or an exemption from the registration requirements of the Securities Act. None of the securities were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to the consultant.
- Debt conversion:We issued 16,038,359 shares of our common stock to the holder of convertible debts issued by us on March 10, 2010, April 20, 2010 and May 4, 2010. The shares were issued in reliance of the exemption from the registration requirements under the Securities Act provided by Section 3(a)(9) of the Securities Act.
- Regulation S Share Subscriptions:We have completed the following
    sales of common stock in private placement transactions:

Date of Completion of
      Sale
    Number of
      Shares Sold
    Number of
      Investors
    Aggregate Consideration Paid by
      Investors
    Aggregate Commission Paid by
      CompanyJanuary 12, 2011
    3,322,260
    1
    $-1)
    -March 7, 2011
    9,337,000
    1
    $79,365
    -


|(1) | Issued pursuant to investment agreement made in
      conjunction with the investors cash investment of $89,500 on April 26,
  2010
|--- | -----------------------------------------------------------------------------------------------------------------------------------

All private placement offerings of
shares (the Shares) were completed pursuant to and in accordance with Rule 903
of Regulation S of the Act. No commissions were paid in connection with the
completion of these offerings. We completed the offerings of the Shares pursuant
to Rule 903 of Regulation S of the Act on the basis that the sale of the Shares
was completed in an offshore transaction, as defined in Rule 902(h) of
Regulation S. We did not engage in any directed selling efforts, as defined in
Regulation S, in the United States in connection with the sale of the Shares.
Each investor represented to us that the investor was not a U.S. person, as
defined in Regulation S, and was not acquiring the Shares for the account or
benefit of a U.S. person. The subscription agreement executed between us and
each investor included statements that the securities had not been registered
pursuant to the Act and that the securities may not be offered or sold in the
United States unless the securities are registered under the Act or pursuant

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to an exemption from the Act. Each
investor agreed by execution of the subscription agreement for the Shares: (i)
to resell the securities purchased only in accordance with the provisions of
Regulation S, pursuant to registration under the Act or pursuant to an exemption
from registration under the Act; (ii) that we are required to refuse to register
any sale of the securities purchased unless the transfer is in accordance with
the provisions of Regulation S, pursuant to registration under the Act or
pursuant to an exemption from registration under the Act; and (iii) not to
engage in hedging transactions with regards to the securities purchased unless
in compliance with the Act. All certificates representing the Shares were or
upon issuance will be endorsed with a restrictive legend confirming that the
securities had been issued pursuant to Regulation S of the Act and could not be
resold without registration under the Act or an applicable exemption from the
registration requirements of the Act.

Item 6. Exhibits.

|Exhibit No. | Description                                                    
|----------- | ---------------------------------------------------------------
|31.1        | Section
      302 Certification of Principal Executive Officer*
|31.2        | Section 302 Certification
      of Principal Financial Officer*
|32.1        | Section
      906 Certification of Principal Executive Officer*
|32.2        | Section 906 Certification
      of Principal Financial Officer*

* Filed as an exhibit hereto

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SIGNATURES

Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

|                   | UNITED COMMUNICATIONS PARTNERS
      INC.
|------------------ | -----------------------------------------
|                   |                                          
|Date: May 13, 2011 | By:                                      
|                   |                                          
|                   |                                          
|                   |                                          
|                   |                                          
|                   |                                          
|Date: May 13, 2011 | By:                                      
|                   |                                          
|                   |                                          
|                   |                                          
|                   |                                          

- 27 -

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EXHIBIT INDEX

|Exhibit No. | Description                                                   
|----------- | --------------------------------------------------------------
|31.1        | Section
      302 Certification of Principal Executive Officer
|31.2        | Section 302 Certification
      of Principal Financial Officer
|32.1        | Section
      906 Certification of Principal Executive Officer
|32.2        | Section 906 Certification
      of Principal Financial Officer

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