U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~FORM~~Form 10-Q

Quarterly Report Under

the Securities Exchange Act of 1934

For Quarter Ended: ~~February~~ 28May 31, 2010

Commission File Number: 000-52395

UBIQUITECH SOFTWARE CORPORATION

(Exact name of small business issuer as specified in its charter)

Colorado		20-8224855
(State or other jurisdiction of incorporation)		(IRS Employer ID No.)

7435 S. Eastern Avenue

Suite 5

Las Vegas, Nevada 89123

(Address of principal executive offices)

(702) 421-9004

(Issuer’s Telephone Number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 ~~__X__~~ [X] 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.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ~~__x__~~ [X] Yes [_] No

The number of shares of the registrant’s only class of common stock issued and outstanding as of ~~April~~June 1330, 2010, was 14,558,000 shares.

TABLE OF CONTENTS

PART I.

FINANCIAL INFORMATION

		Page No.
Item 1.	Financial Statements	3
	Balance Sheets as of February 28, 2010 (unaudited) and August 31, 2009	F-1
	Balance Sheets as of May 31, 2010 (unaudited) and August 31, 2009	F-1
	Unaudited Statement of Operations for the Three Months Ended February 28, 2010 and 2009	F-2
	Unaudited Statement of Operations for the Three Months Ended May 31, 2010 and 2009	F-2
	Unaudited Statement of Operations for the Six Months Ended February 28, 2010 and 2009	F-3
	Unaudited Statement of Operations for the Nine Months Ended May 31, 2010 and 2009	F-3
	Unaudited Statement of Cash Flows for the Six-Month Periods Ended February 28, 2010 and 2009 and From Inception to February 28, 2010	F-4
	Unaudited Statement of Cash Flows for the Nine Month Periods Ended May 31, 2010 and 2009 and From Inception to May 31, 2010	F-4
	Unaudited Statement of Shareholders’ Equity	F-5
	Notes to Consolidated Financial Statements	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	1413
Item 4T.	Controls and Procedures.	1514
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings.	1615
Item 1A.	Risk Factors.	1615
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	1615
Item 3.	Defaults Upon Senior Securities.	1615
Item 4.	Submission of Matters to a Vote of Security Holders.	1615
Item 5.	Other Information.	1615
Item 6.	Exhibits.	1615
	Signatures	1716

PART I.

ITEM 1. FINANCIAL STATEMENTS

UBIQUITECH SOFTWARE CORPORATION

TABLE OF CONTENTS

		Page No.
FINANCIAL STATEMENTS
Balance Sheet		F-1
Unaudited Statement of Operations For the Three Months Ended February 28, 2010 and 2009		F-2
Unaudited Statement of OperationsFor the Three Months Ended May 31, 2010 and 2009		F-2
Unaudited Statement of Operations for the Six Months Ended February 28, 2010 and 2009		F-3
Unaudited Statement of Operations for the Nine months Ended May 31, 2010 and 2009		F-3
Unaudited Statement of Cash Flows		F-4
Unaudited Statement of Shareholders’ Equity		F-5
Footnotes to the Consolidated Financial Statements		F-6

~~Ubiquitech~~UBIQUITECH ~~Software~~SOFTWARE ~~Corp~~CORP.

Balance ~~Sheet~~Sheets

(A Development Stage Company)

~~_____________________________________________________________________________________~~______________________________________________________________________________

	Unaudited February 28, 2010			Audited August 31, 2009
	Unaudited May 31, 2010				Audited August 31, 2009
ASSETS
Current Assets:
Cash and cash equivalents	$	0		$	0
Prepaid expenses	$	1000				—
Total Current Assets	$	01,000			0	—
TOTAL ASSETS	$	01,000		$	0$	—
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	61,~~900~~466			~~9,575~~$	9,575
Interest payable		—			~~580~~	580
Note payable related party		—			~~12,000~~	12,000
TOTAL LIABILITIES		61,~~900~~466			~~22,155~~	22,155
SHAREHOLDERS’ EQUITY
Preferred stock, $.10 par value per share; Authorized 1,000,000 Shares; Issued and outstanding -0- shares.		—			—	—
Common Stock, $.001 per share; Authorized 50,000,000 Shares; Issued and outstanding 14,558,000 shares		14,558			~~9,158~~	9,158
Capital paid in excess of par value		6985,~~048~~039			~~37,826~~	37,826
(Deficit) accumulated during the development stage		(90100,~~506~~063	)		~~(69,139~~	)(69,139	)
TOTAL SHAREHOLDERS’ EQUITY		(~~6,900~~466	)		~~(22,155~~	)(22,155	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	01,000		$	0$	—

See Accompanying Notes Toto These Unaudited Financial Statements.

F-1

~~Ubiquitech~~UBIQUITECH ~~Software~~SOFTWARE ~~Corp~~CORP.

Unaudited Statement of Operations

(A Development Stage Company)

~~_____________________________________________________________________________________________~~______________________________________________________________________________

	Unaudited 3 Months Ended February 28, 2010			Unaudited 3 Months Ended February 28, 2009
	3 Months Ended May 31, 2010				3 Months Ended May 31, 2009
Revenue:	$	—		$	—$	—
General & Administrative Expenses
Accounting		81,~~355~~950			~~1,500~~	2,000
Legal		67,~~619~~724			—	—
Office		—			—	—
Stock transfer		~~312~~(237	)		—	—
Total General & administrative expenses		159,~~286~~437			~~1,500~~	2,000
(Loss) before other income		(159,~~286~~437	)		~~(1,500~~	)(2,000	)
Other income (expense)
Interest income		—			2	2
Interest (expense)		—			~~(180~~	)(180	)
Total other income (expense)		—			~~(178~~	)(178	)
Net (Loss)	$	(159,~~286~~437	)	$	~~(1,678~~$	)(2,178	)
Basic (Loss) Per Share		(0.00	)		~~(0.00~~	)(0.00	)
Weighted Average Common Shares Outstanding		1112,~~408~~758,000			~~9,158,000~~	9,158,000

See Accompanying Notes Toto These Unaudited Financial Statements.

F-2

~~Ubiquitech~~UBIQUITECH ~~Software~~SOFTWARE ~~Corp~~CORP.

Unaudited Statement of Operations

(A Development Stage Company)

~~_____________________________________________________________________________________________~~______________________________________________________________________________

	Unaudited 6 Months Ended February 28, 2010			Unaudited 6 Months Ended February 28, 2009			Unaudited January 11, 2007 (inception) Through February 28, 2010
	9 Months Ended May 31, 2010				9 Months Ended May 31, 2009				January 11, 2007 (inception) Through May 31, 2010
Revenue	$	—		$	—$	—	$	—	$	—
General and administrative expenses
Consulting		—			—			8,500
Accounting		10,305				8,250				29,685
Legal & accounting		17,865			6,250			56,590
Consulting		—				—				8,500
Office		—			309			7,330
Legal		17,234				—				36,579
Stock transfer fees		3,446			1,575			11,964
Office		120				309				7,450
Total General and administrative expenses		21,311			8,134			84,384
Stock transfer fees		3,209				1,575				11,727
(Loss) before other income		(21,311	)		(8,134	)		(84,384	)
Total General and administrative expenses		30,868				10,134				93,941
Other income (expense)								—
(Loss) before other income		(30,868	)			(10,134	)			(93,941	)
Debt release		—			1,616			1,616
Other income (expense)										—
Interest income		—			4			148
Debt release		—				1,616				1,616
Interest (expense)		(56	)		(7,470	)		(7,886	)
Interest income		—				6				148
Total other income (expense)		(56	)		(5,850	)		(6,122	)
Interest (expense)		(56	)			(7,650	)			(7,886	)
Net (Loss)	$	(21,367	)	$	(13,984	)	$	(90,506	)
Total other income (expense)		(56	)			(6,028	)			(6,122	)
Basic (Loss) Per Share		(0.00	)		(0.00	)
Net (Loss)	$	(30,924	)		$	(16,162	)		$	(100,063	)
Weighted Average Common Shares Outstanding		11,408,000			9,158,000			11,408,000
Basic (Loss) Per Share	$	(0.00	)		$	(0.00	)
Weighted Average Common Shares Outstanding		13,958,000				9,158,000				12,758,000

See Accompanying Notes Toto These Unaudited Financial Statements.

F-3

~~Ubiquitech~~UBIQUITECH ~~Software~~SOFTWARE ~~Corp~~CORP.

Unaudited Statement of Cash Flows

(A Development Stage Company)

~~_____________________________________________________________________________________________~~______________________________________________________________________________

	Unaudited 6 Months Ended February 28, 2010			Unaudited 6 Months Ended February 28, 2009			Unaudited January 11, 2007 (inception) Through February 28, 2010
	9 Months Ended May 31, 2010			9 Months Ended May 31, 2009						January 11, 2007 (inception) Through May 31, 2010
Net (Loss)	$	(2130,~~367~~924	)	$	~~(13,984~~	)$	$(16,162	~~(90,506~~)	)	$	(100,063	)
Adjustments to reconcile decrease in net assets to net cash provided by operating activities:
Stock issued for services		—			—		—	~~8,500~~			8,500
Cash expenses paid by shareholder as a note payable		—			~~4,750~~		4,750	~~4,750~~			4,750
Cash expenses paid by shareholder contributed as capital		2339,~~986~~977			~~7,250~~		7,250	~~38,686~~			54,677
Interest accretion		—						7,250
(Increase) in prepaid expenses		(1,000	)								(1,000	)
Increase (Decrease) in interest payable		(580	)		220			—
Interest accretion		—									7,250
Increase (Decrease) in accounts payable		(2,675	)		768			6,900
Increase (Decrease) in interest payable		(580	)				400				—
Net cash provided by operation activities		(636	)		(996	)		(24,420	)
Increase (Decrease) in accounts payable		(8,109	)				2,768				1,466
Cash flows from investing activities:
Net cash provided by operation activities		(636	)				(994	)			(24,420	)
		—			—			—
Cash flows from investing activities:
Net cash (used) in investing activities		—			—			—
		—					—				—
Cash flows from financing activities:
Net cash (used) in investing activities		—					—				—
Issuance of common stock		—			—			50,000
Cash flows from financing activities:
Deferred offering costs		—			—			(26,216	)
Issuance of common stock		—					—				50,000
Interest paid in exchange for common stock		636			—			636
Deferred offering costs		—					—				(26,216	)
		—			—			—
Interest paid in exchange for common stock		636					—				636
Net cash provided from financing activities		636			—		—	~~24,420~~			24,420
Net increase in cash		—			~~(996~~	)	(994	—)			—
Cash at beginning of period		—			~~1,825~~		1,825	—			—
Cash at end of period	$	—		$	~~829~~	$	$831	—		$	—
Supplemental disclosure information:
Note issued for payments made by officer on behalf of Company	$	—		$	~~12,000~~	$	$12,000	~~12,000~~		$	12,000
Stock issued for services	$	—		$	—	$	$—	~~8,500~~		$	8,500
Stock issued in exchange for Notes Payable	$	—		$0	—		$—	~~12,636~~		$	12,636

See Accompanying Notes Toto These Unaudited Financial Statements.

F-4

~~Ubiquitech~~UBIQUITECH ~~Software~~SOFTWARE ~~Corp~~CORP.

Unaudited Statement of Shareholders’ Equity

(A Development Stage Company)

~~_____________________________________________________________________________________________~~______________________________________________________________________________

	~~Number of Common Shares Issued~~	Number of Common Shares Issued		~~Common Stock~~		Common Stock	~~Capital Paid In Excess of Par Value~~			~~Retained~~Capital ~~Earnings~~Paid ~~(Deficit)~~In Excess of Par Value			~~Total~~	Retained Earnings (Deficit)			Total
Balance at January 11, 2007 (Inception)		—	—	$	—	$	$—	—		$	—		$	—$	—		$	—
January 12, 2007 issued 8,500,000 shares of par value $.001 common stock for services valued at or $.001 per share		~~8,500,000~~	8,500,000		~~8,500~~		8,500	—			—			~~8,500~~				8,500
January 12, 2007 issued 500,000 shares of par value $.001 common stock for cash of $500 or $.001 per share		500,000			500			—			—			500
January 12, 2007 issued 500,000 shares of par value $.001 common stock for cash of $500 or $.001 per share\			500,000				500				—							500
April 23, 2007 issued 40,000 shares of par value $.001 Common stock for cash of $20,000 or $.50 per share		40,000			40			19,960			—			20,000
April 23, 2007 issued 40,000 shares of par value $.001 common stock for cash of $20,000 or $.50 per share			40,000				40				19,960							20,000
August 24, 2007 issued 114,000 shares of par value $.001 common stock for cash of $28,500 or $.25 per share		~~114,000~~	114,000		~~114~~		114	~~28,386~~			—28,386			~~28,500~~				28,500
August 28, 2007 issued 4,000 shares of par value $.001 common stock for cash of $1,000 or $.25 per share		~~4,000~~	4,000		4		4	~~996~~			—996			~~1,000~~				1,000
Deferred Offering Costs		—			—			~~(26,216~~	)		—(26,216	)
Net (Loss)		—	—		—		—	—			~~(12,179~~—	)		~~(12,179~~	)(12,179	)		(12,179	)
Balance at August 31, 2007		~~9,158,000~~	9,158,000		~~9,158~~		9,158	~~23,126~~			~~(12~~23,~~179~~126	)		~~20,105~~	(12,179	)		20,105
Net (Loss)		—	—		—		—	—			~~(24,164~~—	)		~~(24,164~~	)(24,164	)		(24,164	)
Balance at August 31, 2008		~~9,158,000~~	9,158,000		~~9,158~~		9,158	~~23,126~~			~~(36~~23,~~343~~126	)		~~(4,059~~	)(36,343	)		(4,059	)
Expenses paid by officer		—			—			~~14,700~~			14,700			~~14,700~~				14,700
Net (Loss)		—	—		—		—	—			~~(32,796~~—	)		~~(32,796~~	)(32,796	)		(32,796	)
Balance at August 31, 2009		~~9,158,000~~	9,158,000		~~9,158~~		9,158	~~37,826~~			~~(69~~37,~~139~~826	)		~~(22,155~~	)(69,139	)		(22,155	)
Expenses paid by officer		—						~~23,986~~			39,977			~~23,986~~				39,977
September 28, 2009 issued 5,400,000 shares of par value $.001 common stock in exchange for notes payable and accrued interest totaling $12,636 or $.002 per share		~~5,400,000~~	5,400,000		~~5,400~~		5,400	~~7,236~~			—7,236			~~12,636~~				12,636
Net (Loss)		—	—		—		—	—			~~(21,367~~—	)		~~(21,367~~	)(30,924	)		(30,924	)
Balance at February 28, 2010 (Unaudited)		14,558,000		$	14,558		$	69,048		$	(90,506	)	$	(6,900	)
Balance at May 31, 2010 (Unaudited)			14,558,000			$	14,558			$	85,039			$	(100,063	)	$	(466	)

See Accompanying Notes Toto These Unaudited Financial Statements.

F-5

Ubiquitech Software Corp.

~~Notes~~(a Todevelopment ~~Unaudited Financial Statements~~company)

~~For~~Notes ~~The~~to ~~three~~the ~~Month~~Unaudited ~~and~~Financial ~~six month Period Ended February 28, 2010~~Statements

~~Note~~For 1The -Three ~~Unaudited~~and ~~Financial~~Nine ~~Information~~Month Periods Ended May 31, 2010

~~The~~Note ~~unaudited~~1 ~~financial~~- ~~information~~Unaudited ~~included~~Financial for the three month and six month interim period ended February 28, 2010 was taken from the books and records without audit. However, such information reflects all adjustments (consisting only of normal recurring adjustments, which are of the opinion of management, necessary to reflect properly the results of interim period presented). The results of operations for the six month period ended February 28, 2010 are not necessarily indicative of the results expected for the fiscal year ended August 31, 2010.Information

~~Note~~The 2unaudited -financial ~~Financial~~information ~~Statements~~included for the three month and nine month interim period ended May 31, 2010, was taken from the books and records without audit. However, such information reflects all adjustments (consisting only of normal recurring adjustments, which are of the opinion of management, necessary to reflect properly the results of interim period presented). The results of operations for the nine month period ended May 31, 2010, are not necessarily indicative of the results expected for the fiscal year ended August 31, 2010.

~~For~~Note a2 ~~complete set of footnotes, reference is made to the Company’s Report on Form 10K~~-SB ~~for~~Financial ~~the year ended August 31, 2009 as filed with the Securities and Exchange Commission and the audited financial statements included therein.~~Statements

~~Note~~For 3a –complete ~~Notes~~set ~~Payable~~of footnotes, reference is made to ~~Related~~the ~~Parties~~Company’s Report on Form 10K for the year ended August 31, 2009, as filed with the Securities and Exchange Commission and the audited financial statements included therein.

OnNote ~~September~~3 ~~28,~~– ~~2009~~Notes ~~the~~Payable ~~related party note holders agreed~~ to ~~exchange~~Related ~~their notes and applicable accrued interest amounting to $12,636 for 5,400,000 shares of the Companies $.001 par value common stock.~~Parties

~~F-6~~On September 28, 2009, the related party note holders agreed to exchange their notes and applicable accrued interest amounting to $12,636 for 5,400,000 shares of the Company’s $0.001 par value Common Stock.

9 Note 4 – Subsequent Events

~~ITEM~~There 2are no subsequent events upon which to report. ~~MANAGEMENT’S~~Subsequent ~~DISCUSSION~~events ~~AND~~have ~~ANALYSIS~~been OFevaluated ~~FINANCIAL~~through the date of this financial report as being the latest practicable and most reasonable date for which to evaluate and include subsequent events for the purposes of this quarterly report.

~~CONDITION AND RESULTS OF OPERATIONS~~F-6

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.9

~~Overview~~ITEM ~~and~~2. MANAGEMENT’S ~~History~~DISCUSSION AND ANALYSIS OF FINANCIAL

~~Until~~CONDITION ~~June~~AND ~~2009~~RESULTS ~~our~~OF business was to develop and market proprietary specialized computer software to help manage electronically stored data through our wholly owned subsidiary companies, Datamatrix Software Corporation and Enterpriseware Software Corporation. Effective June 23, 2009, we engaged in a change in control. As a result of this change in control we placed these wholly owned subsidiaries into trust on behalf of our shareholders of record as of June 23, 2009, the date immediately prior to the date upon which control of our Company took place. We intend to engage in a “spin-off” of these companies by filing a registration statement with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended. OPERATIONS

AsThe afollowing ~~result~~discussion ofshould ~~this~~be ~~change~~read in ~~control,~~conjunction with our ~~current~~consolidated ~~business~~financial ~~plan~~statements ~~has~~and ~~been~~notes ~~changed~~thereto included herein. ~~See~~ In connection with, and because we desire to take advantage of, the “~~Plan~~safe harbor” provisions of ~~Operation/Subsequent~~the ~~Event~~Private Securities Litigation Reform Act of 1995,” ~~below~~we ~~for~~caution areaders regarding certain forward looking statements in the following discussion ofand elsewhere in this ~~new~~report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, ~~opportunity~~economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.

WeOverview ~~have~~and ~~not been subject to any bankruptcy, receivership or similar proceeding.~~History

~~Our~~Until ~~new~~June ~~address~~2009 isour ~~7435~~business S.was ~~Eastern~~to ~~Ave.~~develop and market proprietary specialized computer software to help manage electronically stored data through our wholly owned subsidiary companies, ~~Suite~~Datamatrix 5Software Corporation and Enterpriseware Software Corporation. Effective June 23, ~~Las~~2009, ~~Vegas~~we engaged in a change in control. As a result of this change in control we placed these wholly owned subsidiaries into trust on behalf of our shareholders of record as of June 23, NV2009, ~~89123~~the date immediately prior to the date upon which control of our Company took place. ~~Our~~We ~~telephone~~intend ~~number~~to isengage ~~(702)~~in ~~421~~a “spin-~~9004.~~off” of these companies by filing a registration statement with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended.

~~RESULTS~~As OFa ~~OPERATIONS~~result of this change in control, our current business plan has been changed. See “Plan of Operation” below for a discussion of this new business opportunity.

~~Comparison~~We ofhave ~~Results~~not ofbeen ~~Operations~~subject ~~for~~to ~~the~~any ~~Six Months ended February 28~~bankruptcy, ~~2010~~receivership ~~and~~or ~~2009~~similar proceeding.

~~For~~Our ~~the~~address ~~six~~is ~~months~~7435 ~~ended~~S. ~~February~~Eastern 28Ave., ~~2010~~Suite ~~and~~5, ~~2009~~Las Vegas, weNV ~~had~~89123. Our notelephone ~~revenues~~number is (702) 421-9004.

~~General~~Results ~~and administrative expenses for the six months ended February 28, 2010 were $21,311, compared to $8,134 for the six months ended February 29, 2009. The major components~~ of these general and administrative expenses during the three month period ended February 28, 2010 were professional fees and stock transfer fees. While our general and administrative expenses will continue to be our largest expense item in the near term, we believe that upon initiation of the new enterprise development, this expense will comprise a smaller percentage of overall corporate operating costs. Based on the financial models associated with the new business direction, we anticipate that more significant cost items will be comprised of operational expenditures inclusive of field assessment work; engineering; log and run check reviews; seismic data reviews; expenditures involving with the movement, repair and installation of equipment and other expenditures typical of oil and gas field operations. Operations

AsComparison aof ~~result,~~Results ~~we incurred a net loss~~ of ~~$21,367~~Operations for the ~~six~~Nine ~~month~~months ~~period~~ ended ~~February~~May 2831, 2010 ~~(less~~and ~~than $0.01 per share), compared to a net loss of $13,984 for the three month period ended February 28,~~ 2009 ~~(less than $0.01 per share).~~

10 We did not generate any revenues during the nine month periods ended May 31, 2010 or 2009.

~~Comparison~~General ofand ~~Results~~administrative ofexpenses ~~Operations~~ for the ~~Three~~nine ~~Months~~months ended ~~February~~May 2831, 2010, ~~and~~were $30,868, compared to $10,134 for the nine months ended May 31, 2009, an increase of $20,734. This increase included an increase in professional fees of $19,289, as well as a minor increase of $1,634 in stock transfer fees. While our general and administrative expenses will continue to be our largest expense item in the near term, we believe that upon initiation of a new enterprise development, this expense will comprise a smaller percentage of overall corporate operating costs. Based on the financial models associated with the new business direction, we anticipate that more significant cost items will be comprised of operational expenditures inclusive of field assessment work, engineering, log and run check reviews, seismic data reviews, expenditures involving the movement, repair and installation of equipment and other expenditures typical of oil and gas field operations.

~~For~~As a result, we incurred a net loss of $30,924 for the ~~three~~nine ~~months~~month period ended ~~February~~May 2831, 2010, ~~and~~(less ~~2009~~than $0.01 per share), wecompared ~~had~~to noa ~~revenues~~net loss of $16,162 for the nine month period ended May 31, 2009 (less than $0.01 per share).

~~General~~Comparison ~~and~~of ~~administrative~~Results ~~expenses~~of ~~for~~Operations ~~the three months ended February 28, 2010 were $15,286, compared to $1,500~~ for the ~~three~~Three ~~months~~Months ended ~~February~~May 2831, ~~2009. The major components of these general and administrative expenses during the three month period ended February 28,~~ 2010 ~~were professional fees~~ and stock transfer fees. While our general and administrative expenses will continue to be our largest expense item in the near term, we believe that upon initiation of the new enterprise development, this expense will comprise a smaller percentage of overall corporate operating costs. Based on the financial models associated with the new business direction, we anticipate that more significant cost items will be comprised of operational expenditures inclusive of field assessment work; engineering; log and run check reviews; seismic data reviews; expenditures involving with the movement, repair and installation of equipment and other expenditures typical of oil and gas field operations. 2009

AsFor ~~a result, we incurred a net loss of $15,286 for~~ the three ~~month~~months ~~period~~ ended ~~February~~May 2831, 2010 ~~(less than $0.01 per share)~~, ~~compared~~and ~~to a net loss of $1,678 for the three month period ended February 28,~~ 2009 ~~(less~~we ~~than~~had ~~$0.01~~no ~~per share)~~revenues.

~~Because we did not generate any revenues during the last six months, following is our Plan of Operation.~~10

~~PLAN~~General OFand ~~OPERATION~~administrative expenses for the three months ended May 31, 2010, were $9,437, compared to $2,000 for the three months ended May 31, 2009. This increase included an increase in legal fees of $7,724. While our general and administrative expenses will continue to be our largest expense item in the near term, we believe that upon initiation of a new enterprise development, this expense will comprise a smaller percentage of overall corporate operating costs. Based on the financial models associated with the new business direction, we anticipate that more significant cost items will be comprised of operational expenditures as noted above.

WeAs ~~previously~~a ~~reported~~result, ~~that~~ we ~~were~~incurred ~~refocusing~~a ~~our~~net ~~corporate~~loss ~~efforts to consist~~ of ~~two~~$9,437 ~~business~~for ~~units~~the orthree ~~divisions,~~month ~~including~~period anended ~~esoteric~~May ~~clinical~~31, ~~laboratory~~2010, (~~previously~~less ~~known~~than as$0.01 ~~the~~per ~~Institute for Molecular Pathology~~share), ~~and~~compared ~~a research and development facility attached~~ to ~~the esoteric clinical laboratory. We executed~~ a ~~letter~~net ofloss ~~intent to enter into a business collaboration with the principals~~ of ~~New~~$2,178 ~~Technology~~for ~~Laboratories (“NTL”). Pursuant to~~ the ~~terms~~three ofmonth ~~the~~period ~~letter~~ended ofMay ~~intent we intend to acquire various assets relating to the proposed new business plan~~31, ~~as well as retaining additional professional personnel experienced in the operation of esoteric clinical laboratories. However~~2009, we(less ~~were~~than ~~unable to reach definitive terms with NTL~~$0. As01 aper ~~result, we have again adopted a new business plan wherein we intend to acquire certain mineral rights and thereafter, develop these locations~~share).

~~Our~~Because principal strategy is to focus on the acquisition of oil and natural gas mineral leases that are at a minimum “drill ready” and ideally have existing production and cash flow. Such an acquisition strategy, if successful, will allow us to establish an operational base from which we ~~can~~did ~~expand. There~~not ~~are~~generate noany ~~assurances~~revenues ~~that~~during ~~we will be successful in completing such an acquisition. If we are able to negotiate satisfactory terms of acquisition and are successful in raising~~ the ~~necessary~~last ~~capital~~nine months, wefollowing ~~will~~is ~~implement~~our anPlan ~~accelerated development program~~ of ~~high-probability drilling targets to attempt to establish or increase production and create a positive cash flow base~~Operation. ~~Our oil and natural gas acquisition and development activities are currently focused in Western Kentucky.~~

~~Relevant~~Plan ~~thereto, on December 23, 2009, as amended January 6, 2010, January 25, 2010, February 22, 2010, and March 26, 2010, we entered into a letter~~ of intent (“LOI”) with Navitas Land and Mineral Corp., Central City, KY (“Navitas”), to acquire certain assets, including three oil and gas leases and related oil and gas drilling equipment. The leases are located in Western Kentucky in Hopkins County. The LOI is a non-binding document, but provides that a definitive agreement will be entered into on or before April 23, 2010. Current management of Navitas will initially become members of a to be established Board of Advisors. It is anticipated that certain members of Navitas management will assume management positions with us upon the execution of a definitive agreement.Operation

~~Subject~~Our principal strategy is to ~~completion~~focus ofon the acquisition ~~negotiated~~of oil and ~~set~~natural ~~out~~gas inmineral ~~the~~leases ~~LOI~~that are at a minimum “drill ready” and ideally have existing production and cash flow. Such an acquisition strategy, if successful, will allow us to establish an operational base from which we ~~intend~~can expand. There are no assurances that we will be successful in completing such an acquisition. If we are able to ~~concentrate~~negotiate ~~our~~satisfactory ~~initial~~terms ~~development~~of ~~efforts~~acquisition onand are successful in raising the ~~Oakley~~necessary ~~Lease. We~~capital, ~~anticipate~~we ~~implementing~~will aimplement ~~concentrated~~an ~~drilling~~accelerated development program inof ~~mid~~high-~~2010~~probability ondrilling ~~fields~~targets ~~where~~to ~~Navitas~~attempt isto ~~currently~~establish ~~the~~or ~~Operator.~~increase production and create a positive cash flow base.

~~Currently~~On December 23, 2009, as amended January 6, 2010, January 25, 2010, February 22, 2010, and March 26, 2010, we entered into a letter of intent (“LOI”) with ~~active~~Navitas ~~operations~~Land inand ~~the~~Mineral ~~Illinois~~Corp., ~~Basin~~Central City, KY (“Navitas”), ~~has~~to ~~reworked~~acquire certain assets including three ~~wells~~oil onand ~~the~~gas ~~Oakley~~leases ~~Lease~~and ~~which~~related itoil isand ~~bringing~~gas ~~onto~~drilling ~~completion~~equipment located in Hopkins County, Western Kentucky. ~~Following~~ isThe LOI was a ~~description~~non-binding ofdocument, ~~current~~but provided that a definitive agreement would be entered into on~~-going~~ or before April 23, 2010, which failed to occur. As a result, we are currently exploring and ~~proposed~~evaluating other oil and gas opportunities in the United States as well ~~activity~~as onseeking opportunities that may be available to us in Canada or offshore. We have not entered into any formal agreements as of the ~~Oakley~~date ~~Lease~~of this report.

11 Our Business Strategy

Oakley Lease
New Wells	2
Existing Wells	7
Working Interest (WI)	100%
Total Barrels per day after working plan	248
Sales (Monthly)	$484,353.00
Net Revenue Interest (NRI)	81 .00%
Net Monthly Sales	$394,747.00
Cost of Goods Sold (COGS)	($38,393.00)
Gross Income (Monthly)	$356,355.00

Our goal is to increase shareholder value by finding and developing oil and natural gas reserves at costs that provide a better-than-market rate of return on cash outlays and expenditures. The principal elements of our business strategy are:

~~The~~• ~~table~~Develop ~~below~~Our ~~summarizes~~Existing ~~our~~Properties. ~~development~~We ~~plan~~intend to identify further drilling locations on properties we acquire by revitalizing older wells, and utilizing digital spectral satellite maps among other accepted technologies to locate highest probability locations for new wells. However, as of the ~~Oakley~~date ~~Lease~~of this report we have not identified any acquisition properties and there can be no assurances that even if such properties are so identified we will be able to acquire the same on favorable terms, or at all.

Field	Production Zone(s)	Working Interest (%)	Month 1	Month 2	Month 3	Month 4	Totals
Oakley (W.O.)							0
Oakley #1	Cypress	100		43,956			43,956
Oakley #2	Cyrpess	100	38,972				38,972
Oakley #3	Cypress	100	Completed				0
Oakley #4	Cypress	100	Completed				0
Oakley #5	Water	100	27,912				27,912
Oakley #6	Cypress	100	Completed				0
Oakley #8	Injector	100	Completed				0
Oakley #9 New	Cypress	100			382,750		382,750
Oakley #10 New	Cypress	100				382,750	382,750
			66,884	43,956	382,750	382,750	876,340

•

Maximize Operational Control. We seek to operate properties we acquire and maintain a substantial working interest. We believe the ability to control our potential drilling inventory will provide us with the opportunity to more efficiently allocate capital, manage resources, control operating and development costs, and utilize our experience and knowledge of oilfield technologies.

~~Our~~We ~~Business~~do ~~Strategy~~not intend to refine our natural gas or oil production. We expect to sell all or most of our production to a small number of purchasers in a manner consistent with industry practices at prevailing rates by means of long-term and short-term sales contracts, some of which may have fixed price components. We do not anticipate having any difficulty finding suitable purchasers when, and if, production is commenced.

•There ~~Develop~~are ~~Our~~no ~~Existing~~assurances ~~Properties.~~that Weany ~~intend~~of tothe ~~identify~~above ~~further~~described ~~drilling~~factors ~~locations~~will onoccur ~~properties~~or webe ~~acquire~~effectuated bywith ~~revitalizing~~the ~~older~~described ~~wells~~results. In addition, ~~and~~our ~~utilizing~~ability ~~digital~~to ~~spectral~~implement ~~satellite~~our ~~maps~~business ~~among~~plan ~~other~~is ~~accepted~~contingent ~~technologies~~upon our ability to ~~locate~~fund ~~highest~~our ~~probability~~proposed ~~locations~~operations, ~~for~~as ~~new~~described ~~wells.~~above ~~The~~under ~~structure~~“Liquidity and ~~the~~Capital ~~continuous~~Resources.” Failure ~~oil~~to ~~accumulation~~obtain inthe ~~Western~~funds ~~and~~necessary ~~Southern~~to ~~Kentucky,~~implement ~~and~~our ~~the~~business ~~expected~~plan ~~long-life~~will ~~production~~have ~~and~~a ~~reserves~~negative ofimpact ~~the~~on ~~area,~~our ~~are~~ anticipated toresults ~~enhance~~of ~~opportunities for profitability~~operations.

•Liquidity ~~Maximize Operational Control. We seek to operate properties we acquire~~ and ~~maintain~~Capital a substantial working interest. We believe the ability to control our potential drilling inventory will provide us with the opportunity to more efficiently allocate capital, manage resources, control operating and development costs, and utilize our experience and knowledge of oilfield technologies.Resources

•As ~~Pursue Selective Acquisitions and Joint Ventures. Due to the long-standing presence~~ of ~~the~~May ~~members of our board of advisors in Western Kentucky~~31, ~~and their familiarity with both the historic and potential production in the region~~2010, we ~~believe~~had weno ~~are~~cash ~~well-positioned~~or tocash ~~pursue selected~~equivalents.

12 Net cash used in operating activities was ($636) for the nine month period ended May 31, 2010, compared to net cash used of ($994) for the similar period ended May 31, 2009. We anticipate that overhead costs in current operations will increase in the future once we begin implementing our new business plan discussed below herein. Once formal documentation has been executed we anticipate that we will incur a noticeable increase in professional fees, including legal and accounting, as we initiate fundraising activities in connection with the development of the new business enterprise. Further, we anticipate additional professional expenses including geologic and engineering reports.

~~acquisitions~~In ~~from~~advance ~~the~~of ~~fragmented~~confirmation of funding sources and ~~capital-constrained~~commitments, ~~owners~~we ofare ~~mineral~~unable ~~rights~~at ~~throughout~~this ~~Western~~time ~~Kentucky~~to accurately estimate our general and administrative costs as these will be subject to significant change once development efforts are initiated.

WeCash doflows ~~not~~provided ~~intend~~or toused ~~refine~~in ~~our~~investing ~~natural~~activities ~~gas~~were or$-0- ~~oil~~for ~~production. We~~the ~~expect~~fiscal toquarters ~~sell~~ended ~~all~~May or31, ~~most~~2010 ofand ~~our~~2009. Cash ~~production~~flows toprovided aor ~~small~~used ~~number~~by offinancing ~~purchasers~~activities inwere a$636 ~~manner~~for ~~consistent~~the ~~with~~nine ~~industry~~months ~~practices~~ended atMay ~~prevailing~~31, ~~rates~~2010 ~~by means of long-term~~ and ~~short~~$-~~term~~0- ~~sales~~for ~~contracts,~~the ~~some~~nine ofmonths ~~which~~ended ~~may~~May ~~have fixed price components. We do not anticipate having any difficulty finding suitable purchasers when~~31, ~~and if, production is commenced~~2009.

~~There~~To ~~are~~date nowe ~~assurances~~have ~~that~~received ~~any~~expressions of ~~the~~interest ~~above~~to ~~described~~finance ~~factors~~our ~~will~~acquisition ~~occur~~of oroil beand ~~effectuated~~gas ~~with~~properties, ~~the~~but ~~described~~we ~~results~~have not yet identified any specific properties for acquisition and as such, have not secured a firm commitment for this capital. In ~~addition,~~the ~~our~~event ~~ability~~we toare ~~implement~~successful ~~our~~in ~~business~~negotiating ~~plan~~the isterms ~~contingent~~of ~~upon~~acquisition ~~our~~of ~~ability~~oil and gas properties acceptable to ~~fund~~management, ~~our~~but ~~proposed~~are ~~operations~~not successful in raising all the financing needed from third party or outside sources, aswe ~~described~~will ~~above~~look ~~under~~to ~~“Liquidity~~management and ~~Capital~~current ~~Resources.” Failure~~shareholders to ~~obtain~~make ~~the~~up ~~funds~~any ~~necessary~~shortfall, tohowever, ~~implement~~there ~~our~~are ~~business~~no ~~plan~~existing ~~will~~requirements ~~have~~or acontractual ~~negative~~obligations ~~impact~~which onwill ~~our~~compel ~~anticipated~~any ~~results~~or all of ~~operations~~them to contribute additional capital to us.

~~LIQUIDITY~~Depending ~~AND~~on ~~CAPITAL~~the ~~RESOURCES~~measure of success we are able to achieve in our fund-raising efforts, we anticipate that the fiscal year following the initiation of the new business enterprise will result in significant negative cash flow which will be serviced by new capital that we intend to raise. Subject to a number of factors, including, but not limited to, prevailing market conditions, interest rates, and the time it takes to secure the necessary development capital, we anticipate that we can become cash-flow positive by the fourth quarter of its first year of funded operations. However, no assurances can be provided that we will become cash flow positive within the time parameters referenced herein, or at all.

AsWe currently have very limited capital. We are not generating revenue from our operations and our ability to implement our new business plan for the future will depend on the future availability of ~~February~~financing. 28Such financing will be required to enable us to acquire oil and gas leases and commence operations. We intend to raise funds through private placements of our common stock and through short-term borrowing. We estimate that we will require a minimum of $1 million in debt and/or equity capital to fully implement our business plan in the future; there are no assurances that we will be able to raise this capital. While we have engaged in discussions with various investment banking firms, ~~2010~~venture capitalists and other groups to provide us these funds, as of the date of this report we ~~had~~have nonot ~~cash~~reached any agreement with any party that has agreed to provide us with the capital necessary to effectuate our new business plan or ~~cash~~otherwise ~~equivalents~~enter into a strategic alliance to provide such funding. Our inability to obtain sufficient funds from external sources when needed will have a material adverse affect on our plan of operation, results of operations and financial condition.

Net cash used in operating activities was $636 for the six month period ended February 28, 2010, compared to net cash used of $996 for the similar period ended February 28, 2009. We anticipate that overhead costs in current operations will increase in the future once we begin implementing our new business plan discussed below herein. Once formal documentation has been executed we anticipate that we will incur a noticeable increase in professional fees, including legal and accounting, as we initiate fundraising activities in connection with the development of the new business enterprise. Further, we anticipate additional professional expenses including geologic and engineering reports. 12

InOur ~~advance~~cost ofto ~~confirmation~~continue ofoperations ~~funding~~as ~~sources~~they ~~and~~are ~~commitments~~now conducted is nominal, webut these are ~~unable~~expected atto ~~this~~increase ~~time~~once additional personnel are hired. We do not have sufficient funds to ~~accurately~~cover ~~estimate~~existing operations or the anticipated increase in these expenses. Current operating costs are expected to be provided by loans from our ~~general~~current management and ~~administrative~~shareholders ~~costs~~until such time as ~~these~~we ~~will~~are able to secure additional financing, of which there is no assurance. These funds are expected to be ~~subject~~utilized for general and administrative expenses, to ~~significant~~initiate ~~change~~research ~~once~~and development ~~efforts~~activities, ~~are~~and ~~initiated~~to finance our plans to expand our operations for the next year. At this time we have no other resources on which to get cash if needed without his assistance. As of the date of this report no decision has been made regarding the terms of these prospective loans.

~~Cash~~Critical ~~flows~~Accounting ~~provided~~Policies ~~or used in investing activities were $-0- for the fiscal quarters ended February 28, 2010~~ and ~~2009. Cash flows provided or used by financing activities were $636 for the six months ended February 28, 2010 and $-0- for the six months ended February 28, 2009.~~Estimates

~~Our~~Critical ~~current~~accounting ~~development~~estimates – The discussion and ~~operational~~analysis ~~budget~~of ~~sets~~our ~~out~~financial acondition ~~capital~~and ~~requirement~~results of ~~$1,200,000,~~operations ofare ~~which~~based ~~approximately~~upon ~~$900~~our consolidated financial statements,~~000~~ iswhich ~~targeted~~have ~~for~~been ~~development~~prepared ofin accordance with accounting principles generally accepted in the ~~Oakley~~United ~~Lease~~States. To The ~~date~~preparation weof ~~have~~these ~~received~~consolidated ~~expressions~~financial ofstatements ~~interest~~requires us to ~~finance~~make ~~our~~estimates ~~development~~and judgments that affect the amounts of assets, ~~but~~liabilities, werevenues ~~have~~and ~~not~~expenses, ~~yet~~and ~~secured~~related adisclosure ~~firm~~of ~~commitment~~contingent ~~for~~assets ~~this~~and ~~capital~~liabilities. We On ~~anticipate~~an ~~that~~on-going ~~the~~basis, ~~closing~~we ofevaluate ~~the~~our ~~Oakley~~estimates ~~Lease~~based ~~acquisition~~on ~~will~~historical ~~better~~experience ~~enable~~and uson various other assumptions that are believed to ~~finalize~~be ~~terms~~reasonable ~~for~~under the ~~investment~~circumstances, ~~capital. In~~the results of which form the ~~event~~basis wefor making judgments about the carrying values of assets and liabilities that are not ~~successful~~readily inapparent ~~raising~~from ~~all~~other ~~the~~sources. Actual ~~financing~~results ~~needed~~may differ from ~~third~~these ~~party~~estimates under different assumptions or ~~outside~~conditions. The ~~sources~~following represents a summary of our critical accounting policies, wedefined ~~will~~as ~~look~~those topolicies ~~management~~that ~~and~~we ~~current~~believe ~~shareholders~~are the most important to ~~make~~the upportrayal ~~any~~of ~~shortfall,~~our ~~however,~~financial ~~there~~condition ~~are~~and noresults ~~existing~~of ~~requirements~~operations orand ~~contractual~~that ~~obligations~~require ~~which~~management’s ~~will~~most ~~compel~~difficult, ~~any~~subjective or ~~all~~complex judgments, often as a result of ~~them~~the need to ~~contribute~~make ~~additional~~estimates ~~capital~~about tothe useffects of matters that are inherently uncertain.

~~Depending~~Leases on– ~~the~~We ~~measure~~follow ~~of success we are able to achieve in our fund-raising efforts, we anticipate that~~ the ~~fiscal~~guidance ~~year following the initiation of the new business enterprise will result~~ in ~~significant~~SFAS ~~negative cash flow which will be serviced by new capital that we intend to raise~~No. ~~Subject~~ to13 a“Accounting ~~number~~for ~~of factors~~Leases,” ~~including,~~as ~~but not limited to~~amended, ~~prevailing~~which ~~market~~requires ~~conditions,~~us ~~interest rates, and the time it takes~~ to ~~secure~~evaluate the ~~necessary~~lease ~~development~~agreements ~~capital,~~ we ~~anticipate~~enter ~~that~~into weto ~~can~~determine ~~become~~whether ~~cash-flow~~they ~~positive~~represent byoperating ~~the~~or ~~fourth~~capital ~~quarter~~leases ofat ~~its~~the ~~first~~inception ~~year~~ of ~~funded operations. However, no assurances can be provided that we will become cash flow positive within~~ the ~~time parameters referenced herein, or at all~~lease.

WeStock-based ~~currently~~compensation ~~have~~– ~~very~~Effective ~~limited~~January ~~capital. We~~1, ~~are~~2006, ~~not~~we ~~generating~~adopted ~~revenue~~Financial ~~from~~Accounting ~~our~~Standards ~~operations~~Board ~~and~~(FASB) ~~our~~Statement ~~ability~~of toFinancial ~~implement~~Accounting ~~our~~Standard ~~new~~(SFAS) ~~business~~No. ~~plan~~123R, ~~for~~“Share ~~the~~Based ~~future will depend on the future availability of financing~~Payment. ~~Such~~” SFAS ~~financing~~123R ~~will~~requires bea ~~required~~public toentity ~~enable us~~ to ~~further~~measure ~~develop~~ the ~~Oakley~~cost ~~Lease~~of ~~and~~employee ~~continue/commence~~services ~~operations. We~~received ~~intend~~in toexchange ~~raise~~for ~~funds~~an ~~through~~award ~~private placements~~ of ~~our~~equity ~~common~~instruments ~~stock~~based ~~and~~on ~~through~~the ~~short~~grant-~~term~~date ~~borrowing. We~~fair ~~estimate~~value ~~that we will require a minimum~~ of $1the award.2 That ~~million~~cost inis ~~debt~~recognized ~~and/or~~on ~~equity~~a ~~capital~~straight-line tobasis ~~fully~~over ~~implement~~the ~~our~~employee ~~business~~service ~~plan~~period in(usually the ~~future~~vesting ~~and~~period). That ~~there~~cost ~~are~~is nomeasured ~~assurances~~based ~~that~~on wethe ~~will~~fair bevalue ~~able~~of tothe ~~raise~~equity ~~this~~or ~~capital. While~~liability weinstruments ~~have~~issued ~~engaged~~using inthe ~~discussions~~Black-Scholes ~~with~~option ~~various~~pricing ~~investment banking firms, venture capitalists and other groups to provide us~~ model.

13 Inflation

~~these~~Although ~~funds,~~our asoperations ofare ~~the~~influenced ~~date~~by ofgeneral ~~this~~economic ~~report~~conditions, we ~~have~~do not ~~reached~~believe ~~any agreement with any party~~ that ~~has~~inflation ~~agreed~~had ~~to provide us with the capital necessary to effectuate our new business plan or otherwise enter into~~ a ~~strategic alliance to provide such funding. Our inability to obtain sufficient funds from external sources when needed will have a~~ material ~~adverse~~effect ~~affect~~ on our ~~plan~~results of ~~operation,~~operations ~~results~~during ofthe ~~operations~~nine ~~and~~month ~~financial~~period ~~condition.~~ended May 31, 2010.

~~Our~~Off-Balance ~~cost~~Sheet to continue operations as they are now conducted is nominal, but these are expected to increase once additional personnel are hired. We do not have sufficient funds to cover existing operations or the anticipated increase in these expenses. Current operating costs are expected to be provided by loans from our current management until such time as we are able to secure additional financing, of which there is no assurance. These funds are expected to be utilized for general and administrative expenses, to initiate research and development activities, and to finance our plans to expand our operations for the next year. At this time we have no other resources on which to get cash if needed without his assistance. As of the date of this report no decision has been made regarding the terms of these prospective loans from management.Arrangements

~~CRITICAL~~We ~~ACCOUNTING~~have ~~POLICIES~~not ~~AND~~entered ~~ESTIMATES~~into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

~~Critical~~ITEM accounting estimates – The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States3. ~~The~~ QUANTITATIVE ~~preparation~~AND ofQUALITATIVE ~~these~~DISCLOSURES ~~consolidated~~ABOUT financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.MARKET

~~Leases – We follow the guidance in SFAS No~~RISK. 13 “Accounting for Leases,” as amended, which requires us to evaluate the lease agreements we enter into to determine whether they represent operating or capital leases at the inception of the lease.

~~Stock-based~~We ~~compensation~~are –a ~~Effective~~smaller ~~January~~reporting 1,company ~~2006,~~and weare ~~adopted~~not ~~Financial~~required ~~Accounting Standards Board (FASB) Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment.” SFAS 123R requires a public entity~~ to ~~measure~~provide the ~~cost~~information ofunder ~~employee~~this ~~services~~item ~~received~~pursuant into ~~exchange~~Regulation ~~for an award of equity instruments based on the grant~~S-~~date fair value of the award~~K. That cost is recognized on a straight-line basis over the employee service period (usually the vesting period). That cost is measured based on the fair value of the equity or liability instruments issued using the Black-Scholes option pricing model.

~~INFLATION~~13

~~Although~~ITEM ~~our~~4T. CONTROLS ~~operations~~AND ~~are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the three month period ended February 28, 2010~~PROCEDURES.

~~OFF~~Disclosure Controls and Procedures -~~BALANCE~~ ~~SHEET~~Our ~~ARRANGEMENTS~~management, which presently consists of one person who holds both positions of Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

WeThese ~~have~~controls ~~not~~are ~~entered~~designed ~~into~~to ~~any~~ensure ~~off-balance~~that ~~sheet~~information ~~arrangements~~required ~~that~~to ~~have~~be ordisclosed ~~are~~in ~~reasonably~~the ~~likely~~reports towe ~~have~~file aor ~~current~~submit orpursuant ~~future~~to ~~effect~~the onSecurities ~~our~~Exchange ~~financial~~Act ~~condition,~~of ~~changes~~1934 inis ~~financial~~recorded, ~~condition~~processed, ~~revenues~~summarized orand ~~expenses,~~reported ~~results~~within the time periods specified in the rules and forms of ~~operations,~~the ~~liquidity~~Securities and Exchange Commission, ~~capital~~and ~~expenditures~~that orsuch ~~capital~~information ~~resources~~is accumulated and ~~would~~communicated beto ~~considered~~our ~~material~~CEO/CFO, to ~~investors~~allow timely decisions regarding required disclosure.

~~ITEM~~Based 3on this evaluation, our CEO/CFO concluded that our disclosure controls and procedures were effective as of May 31, 2010, at the reasonable assurance level. We ~~QUANTITATIVE~~believe ~~AND~~that ~~QUALITATIVE~~our ~~DISCLOSURES~~consolidated ~~ABOUT~~financial ~~MARKET~~statements ~~RISK~~presented in this Quarterly Report on Form 10−Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

14 Inherent Limitations - Our management, including our Chief Executive Officer/Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

WeChanges ~~are~~in aInternal ~~smaller~~Control over Financial Reporting - There were no changes in our internal control over financial reporting ~~company~~during ~~and~~the ~~are~~nine ~~not~~month period ended May 31, 2010 which were identified in conjunction with management’s evaluation required toby ~~provide~~paragraph ~~the~~(d) ~~information~~of Rules 13a-15 and 15d-15 under ~~this~~the ~~item~~Exchange ~~pursuant~~Act, that have materially affected, or are reasonably likely to ~~Regulation~~materially ~~S-K~~affect, our internal control over financial reporting.

~~ITEM 4T. CONTROLS AND PROCEDURES.~~14

~~Disclosure~~PART ~~Controls~~II. ~~and~~OTHER Procedures - Our management, which presently consists of one person who holds both positions of Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.INFORMATION

~~These~~ITEM controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our CEO/CFO, to allow timely decisions regarding required disclosure1. LEGAL PROCEEDINGS

Based on this evaluation, our CEO/CFO concluded that our disclosure controls and procedures were effective as of February 28, 2010, at the reasonable assurance level. We believe that our consolidated financial statements presented in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.None

~~Inherent~~ITEM ~~Limitations - Our management, including our Chief Executive Officer/Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud~~1A. A RISK control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.FACTORS

~~Changes~~We inare ~~Internal~~a ~~Control~~smaller ~~over Financial Reporting - There were no changes in our internal control over financial~~ reporting ~~during~~company ~~the~~and ~~six~~are ~~month~~not ~~period ended February 28, 2010 which were identified in conjunction with management’s evaluation~~ required byto ~~paragraph~~provide ~~(d)~~the ofinformation ~~Rules 13a-15 and 15d-15~~ under ~~the~~this ~~Exchange~~item ~~Act,~~pursuant ~~that have materially affected, or are reasonably likely~~ to ~~materially~~Regulation ~~affect, our internal control over financial reporting~~S-K.

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

~~PART II. OTHER INFORMATION~~None

ITEM 13. DEFAULTS ~~LEGAL~~UPON ~~PROCEEDINGS~~SENIOR SECURITIES

None

ITEM 1A4. SUBMISSION ~~RISK~~OF ~~FACTORS~~MATTERS TO A VOTE OF SECURITY HOLDERS.

~~We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.~~None

ITEM 25. OTHER ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF~~INFORMATION

~~PROCEEDS~~None

~~None~~ITEM 6. EXHIBITS

~~ITEM~~The 3.following ~~DEFAULTS~~exhibits ~~UPON~~are ~~SENIOR~~included ~~SECURITIES~~in this Report:

None

Exhibit No.	Description

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.~~15

~~None~~SIGNATURES

~~ITEM~~Pursuant 5.to ~~OTHER~~the ~~INFORMATION~~requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~None~~Date: July 1, 2010 UBIQUITECH SOFTWARE CORPORATION By: s/Pardeep Singh_________________________ Pardeep Singh, Chief Executive Officer/ Chief Financial Officer

ITEM 6. EXHIBITS

The following exhibits are included in this Report:

Exhibit No.	Description
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 13, 2010 UBIQUITECH SOFTWARE CORPORATION By: s/Young Yuen____________________________ Young Yuen, Chief Executive Officer/ Chief Financial Officer

Filing Compare · UBIQUITECH SOFTWARE CORP