10-K 1 f10k7312008final.htm 10K 7-31-2008 10KSB 1 v093741_10ksb


SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K


(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934 FOR THE FISCAL YEAR ENDED JULY 31, 2008


o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO


COMMISSION FILE NO. 001-15665


UC HUB GROUP, INC.

(Exact name of issuer as specified in its charter)


NEVADA

88-0389393

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

 

6499 N. Powerline

 

Fort Lauderdale, Florida

33309

(Address of principal executive offices)

(Zip Code)


Former Address

285 EAST WARM SPRINGS ROAD, SUITE 105, LAS VEGAS, NEVADA, 89119


Registrant's telephone number, including area code: (800) 278-8870


Securities registered under Section 12(b) of the Exchange Act: NONE.


Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK,

PAR VALUE

$0.001 PER SHARE.

(Title of class)


Check whether the issuer is not required to file reports pursuant to

Section 13 or 15 (d) of the Exchange Act. o


Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 o


Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No x




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x


State issuer's revenues for its most recent fiscal year:$191,704 .


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of November 15, 2008-$503,077


State the number of shares outstanding of each of the issuer's classes of common stock as of November 15, 2008: 29,592,804.

 

Documents incorporated by reference: None.

 


 

Contents

 

ITEM 1. DESCRIPTION OF BUSINESS.

3

GENERAL

3

HISTORICAL DEVELOPMENT

3

BUSINESS

4

EMPLOYEES

4

RISK FACTORS

4

RISKS RELATING TO OUR BUSINESS

4

ITEM 2. DESCRIPTION OF PROPERTY.

9

ITEM 3. LEGAL PROCEEDINGS.

9

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

10

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

11

RECENT SALES OF UNREGISTERED SECURITIES

11

PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS

12

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

12

RESULTS OF OPERATIONS

12

LIQUIDITY AND CAPITAL RESOURCES

13

APPLICATION OF CRITICAL ACCOUNTING POLICIES

13

RECENT DEVELOPMENTS

13

OFF-BALANCE SHEET ARRANGEMENTS

14

ITEM 7. FINANCIAL STATEMENTS.

14

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

14

ITEM 8A. CONTROLS AND PROCEDURES.

15

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

15

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

15

COMMITTEES OF THE BOARD OF DIRECTORS

15

COMPENSATION OF DIRECTORS

17

CODE OF ETHICS

17

ITEM 10. EXECUTIVE COMPENSATION.

18

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

18

STOCK OPTION AND STOCK APPRECIATION RIGHTS

18

OPTION EXERCISES AND HOLDINGS

19

EMPLOYMENT AGREEMENTS

19

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

19






SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

19

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

20

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

20

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

20

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

21

FINANCIAL PAGES

F-1

SIGNATURE PAGE

F-16

 

2


 

PART I

 

ITEM 1. DESCRIPTION OF BUSINESS.

 

Statements in this Form 10-K Annual Report may be "forward-looking statements." Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this Form 10-K Annual Report, including the risks described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in other documents which we file with the Securities and Exchange Commission.


In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, competition, government regulations and requirements and pricing, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-K Annual Report.

 

GENERAL

 

UC Hub is a software development and a digital distribution company with primary interests in  global digital communications and digitally based products and services necessary to support the corporate vision of the "Digital Community."

 

HISTORICAL DEVELOPMENT

 

In February 1999, United Communications Hub, Inc., a California corporation, was formed as a telecommunications company that initially began as a switchless long distance reseller. It was our initial intent to also become a certified local exchange carrier in order to provide a full range of local and long distance vertical services. This was to be the foundation of our electronic distributive concept of the "Digital City" where integrated services could be distributed and billed from digital hubs over fiber and in the future, wireless mediums. The original corporate strategy was to develop or acquire the technologies as well as those products and services necessary to support the "Digital City" concept which would subsequently drive electronic transactions.




In September 2002, we acquired AllCom USA, Inc., a Nevada corporation, which is a licensed carrier that had approximately $2.6 million a year in revenue. AllCom USA had a support infrastructure in place as a switchless reseller of long distance and related services before we closed this business.

 

In September 2003, we formed a new wholly owned subsidiary, eSAFE, Inc, a Nevada corporation, as our financial services arm to provide electronic payments, cash cards and related custom transactional based services to local communities.


In March 2004 we merged with a wholly owned subsidiary of Expertise Technology Innovation, Inc., which resulted in a change of control of that company as discussed below. See "Change of Control."


In July 2004, we acquired the assets and intellectual properties of Govt.com and created an operating division to write, re-work and market municipal government software under the name OurTown2. This acquisition helped fill a void for software support in the Digital City vision.


In September 2005 the company sold the limited customer base of AllCom USA to AFN Inc The move was done to consolidate operations and focus on more profitable business.


In April 2006, the company sold its interest in eSafe, Inc., a wholly-owned subsidiary, to PSPP Holdings, Inc. and in 2007 rescinded this deal and eSAFE Inc was returned to the parent UC Hub Group Inc.  


March 31, 2008 we acquired the assets of GreenZap Inc and began a marketing program with their staff.   and subsequently demanded a rescission agreement due to conflicts of interest and disagreements on the representations and warranty of the software and asset base.


In 2007 and 2008 we spent a considerable amount of time setting up the “Africard” in West Africa and strategically aligned with BIB Banks in Burkina Faso and Cote D’ Ivoire and Visa Interantional before capital infusion was no longer available for planning and execution of the business plan.


In 2008 in May we signed an LOI for a plan to merge with Votecom.  We attempted to find consensus among our creditors and were unable to do so, therefore, terminated the future negotiations.





 

3


 

BUSINESS

 

Our overall strategic plan is to continue to develop, add and offer other synergistic services that drive digital distribution to international clients. We believe in the evolution from an Internet-based (web centric) environment of today to a wireless technology (more mobile centric) environment in the future. We expect that this convergence of Internet and wireless technologies will provide economies of scale and ease of use that will support  the digital distribution of content combined with the ability to buy, sell and trade using a variety of mobile and web platforms portals we will offer. The long-term vision is to also find merger candidates that will bring shareholder value to the company. Our current focus is the global media portals and finding IP that enhances the efficiency of distribution.


The software infrastructure  of the globalweb site is a key element in not only differentiating our offerings, but also providing our customers the ability to adjust to the constant changes in the marketplace. The applications are real-time on-demand applications. Also our intellectual properties are key assets that we



expect will create barriers to entry for the competition with respect to development and implementation times for competing software applications. We believe that as the applications from the digital distribution hub increase, the consolidation of software interface will become even more efficient, and our client's acquisition costs should go down while the return on investment increases.

 

 

EMPLOYEES

 

Currently, we have one employee and continue to use consultants on an as needed basis As we grow, we will need to attract an unknown number of additional qualified employees, however we could be unsuccessful in attracting and retaining the persons needed. 


RISK FACTORS

 

RISKS RELATING TO OUR BUSINESS


Growth by acquisition.


We intend to acquire synergistic companies as we develop and grow the business. Any time a company's growth strategy depends on the acquisition of other companies there is substantial risk. In order to pursue a growth by acquisition strategy successfully, we must identify suitable candidates for these transactions, complete them, and manage post-closing issues such as the integration into our corporate structure. Integration issues are complex, time consuming and expensive and, without proper planning and implementation, could significantly disrupt our business including, but not limited to, the diversion of management's attention, the loss of key business and/or personnel from the acquired company, unanticipated events, and legal liabilities. If the business becomes impaired, there could be partial or full write-offs attributed to the acquisition.

 

4


 

Competition.


There are many web portals in the market today and cultures created via AOL, Time Warner, Mania TV, My Space, Facebook and others.  We believe our approach is different and will create efficiencies in the distribution model for the end user.


Future capital requirements; uncertainty of future funding.


Our plan of operation calls for additional capital to facilitate growth and support our long-term development and acquisition strategy marketing programs.  We will have to seek additional financing through future public or private sales of our securities, including equity securities. We may also seek funding for the development and acquisitions marketing of our products through strategic partnerships and other arrangements with investment partners. There can be no assurance, however, that such collaborative arrangements or additional funds will be available when needed, or on terms acceptable to us, if at all. Any such additional financing may result in significant dilution to existing stockholders. If adequate funds are not available we may be required to curtail one or more of our future programs.


There is substantial doubt that we can continue as a going concern.


We expect to incur significant capital expenses in pursuing our development and acquisition strategy plans to increase sales volume, expanding our product lines and obtaining additional financing through stock



offerings, or licensing agreements or other feasible financing alternatives. In order for us to continue our operations, we will require additional funds over the next 12 months. While we hope we will be able to generate funds necessary to maintain our operations, without additional funds there will be a limitation to the number of new projects that we could take on, which may have an effect on our ability to maintain our operations. Additional financing may not be available on terms favorable to us, or at all. If additional funds are not available, we may not be able to execute our business model plan or take advantage of business opportunities. Our ability to obtain such additional financing and to achieve our operating goals is uncertain. In the event that we do not obtain additional capital or are not able to increase cash flow through the increase of in revenues, there is a substantial doubt of our being able to continue as a going concern.


Additionally, it should be noted that our independent auditors have included a going concern opinion and related discussion in the notes to our financial statements. The auditors have included the going concern provision because we have incurred significant and recurring losses and have a large working capital deficit that the auditors believe raises substantial doubt about our ability to continue as a going concern. Until such time we receive additional debt or equity financing, there is a risk that our auditors will continue to include a going concern provision in the notes to our financial statements.


Dependence on key employee(s).


Our business is dependent upon our senior executive officer, Larry Wilcox. Mr. Wilcox understands the Digital distribution hub arena and has positioned us to offer some key vertical services to a Digital City. In the event of future growth in administration, marketing, manufacturing and customer support functions, we will need to increase the depth and experience of our management team by adding new members. Our success will depend to a large degree upon the active participation of future  key officers and employees. Loss of services of  Mr. Wilcox as he is the author of the Digital City vision and his absence could have a significant adverse effect on our direction, the necessary chronology, operations and prospects. There can be no assurance that we will be able to employ qualified persons on acceptable terms to replace officers who become unavailable notwithstanding the capital infusion requirements for the company and it’s future.

 

5



Need for additional specialized personnel


Although we are committed to the continued development and growth of our business, the addition of specialized key personnel and sales persons to assist us in the execution of our business model is essential. There can be no assurance that we will be able to locate and hire such specialized personnel on acceptable terms.


Dependence on ability to market services.


Due to our limited resources, the execution of our business model and sales and marketing of our services has been limited to date. Our success is dependent upon our ability to execute with such limited resources.

 

No Patents, Trademarks or Copyrights.


We currently have a patent with the benefits tied to a debit card and have a trademark with the Africard. We do not currently own any other patents, copyrights or trademarks with respect to any of our intellectual properties. Therefore, we have no assurance that we can protect our intellectual properties from infringement by others. Further, in the event that any of our competitors are able to secure intellectual property rights protection on properties that we possess, we might be precluded from using any such intellectual property.

 



Terrorism.


Terrorist acts or acts of war may cause damage or disruption to or business or business strategy, which could adversely impact revenues, ability to do acquisitions, and financial condition.

 

Risks Related to our Stock.


WE WILL NEED TO RAISE ADDITIONAL CAPITAL. IF WE ARE UNABLE TO RAISE NECESSARY ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL AND OUR STOCK PRICE MAY BE MATERIALLY ADVERSELY AFFECTED.


Because we are a growing company, we need to secure adequate funding. If we are unable to obtain adequate funding, we may not be able to successfully develop and market our products and services and our business will most likely fail. We do not have commitments for additional financing. To secure additional financing, we may need to borrow money or sell more securities, which may reduce the value of our outstanding securities. We may be unable to secure additional financing on favorable terms or at all.


Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders


If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail business operations, which would have a material negative effect on operating results and most likely result in a lower stock price.


Our common stock has experienced in the past, and is expected to experience in the future, significant price and volume volatility, which substantially increases the risk that you may not be able to sell your shares at or above the price that you pay for the shares.


Because of the limited trading market for our common stock, and because of the possible price volatility, investors may not be able to sell your shares of common stock when you desire to do so. During 2004 and 2005, and through the date of this Annual Report, our common stock was sold and purchased at prices that ranged from a high of $0.65 to a low of $0.05 per share. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity since the price for our common stock may suffer greater declines due to its price volatility.

 

6


 

Certain factors, some of which are beyond our control, may cause our share price to fluctuate significantly include, but are not limited to, the following:

 

 

-

Variations in our quarterly operating results;


 

-

The development of a market in general for our products and services;


 

-

Changes in market valuations of similar companies;


 

-

Announcement by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;


 

-

Loss of a major customer or failure to complete significant transactions;






 

-

Additions or departures of key personnel; and


 

-

Fluctuations in stock market price and volume.


Additionally, in recent years the stock market in general, and the OTC Bulletin Board in particular, has experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company.


Market and industry factors may materially and adversely affect our stock price, regardless of our operating performance.


Over the past few months, there have been periods of significant increases in trading volume of our common stock during which the price of our stock has both increased and decreased. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this Annual Report does not necessarily portend what the trading price of our common stock might be in the future.


Moreover, class action litigation has often been brought against companies following periods of volatility in the market price of the common stock of those companies. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock.


Our directors have the right to authorize the issuance of preferred stock and additional shares of our common stock.


Our directors, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more series, and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. We have no intention of issuing preferred stock at the present time. Any issuance of preferred stock could adversely affect the rights of holders of our common stock.


We currently have authorized and issued Series A preferred stock which entitled the holder of each share to 60 votes on each matter that may come before a meeting of the common stockholders. Consequently, it is possible for the holders of our Series A preferred stock to exercise a disproportionate control in voting rights. Subsequent series of our preferred stock could have similar or additional voting control provisions.


Should we issue additional shares of our common stock at a later time, each investor's ownership interest in our common stock would be proportionally reduced. No investor will have any preemptive right to acquire additional shares of our common stock, or any of our other securities.

 

7


 

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.


Companies trading on the OTC Bulletin Board must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed



from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely and adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.


Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.


The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Inasmuch as that the current bid and ask price of our common stock is less than $5.00 per share, our shares are classified as "penny stock" under the rules of the SEC. For any transaction involving a penny stock, unless exempt, the rules require:


 

-

That a broker or dealer approve a person's account for transactions in penny stocks; and


 

-

The broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.


In order to approve a person's account for transactions in penny stocks, the broker or dealer must:


 

-

Obtain financial information and investment experience objectives of the person; and


 

-

Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.


The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:


 

-

Sets forth the basis on which the broker or dealer made the suitability determination; and- That the broker or dealer received a signed, written agreement from the investor prior to the transaction


Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.


Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

8


 

ITEM 2. DESCRIPTION OF PROPERTY.

 

The Company currently  rents  office space, and utilizes space provided by its Principle Executive Officer.

 



ITEM 3. LEGAL PROCEEDINGS.

 

Sutton Law Center, P.C. v. Altigen Communications, Inc., et al. (including Allcom)

 

Case No.: CV06-02167

Court: In the Second Judicial District Court of the State of Nevada, Washoe County

Date filed: September 5, 2006

 

Description: Plaintiff asserts claims against Integrated Communications Systems, Inc., Allcom USA, Inc. and Shawn Jones and Simon Eggington, former employees of Allcom USA, Inc., alleging that defendants installed a defective telephone system for plaintiff and falsely represented the performance of the phone system. Plaintiff seeks damages in the approximate amount of $70,000. Jones and Eggington have indicated that they believe that plaintiff's claims have little of no basis. Discovery has not yet commenced in the case and no trial date has been set.

 

Embarq Logistics, Inc. v. Allcom USA, Inc., UCHub Group, Inc., and Vernon Bill Thompson

 

Case No.: 06C-036007

Court: Justice Court, Las Vegas Township, Clark County, Nevada

Date Filed: November 2006

 

Description: Plaintiff claims damages of approximately $10,000 for unpaid telephone equipment sold to defendant Allcom USA. Claims are asserted against the remaining defendants on the allegations that they are alter egos of Allcom. Defendants have offered to settle the claim as funds become available to them. No trial date has been set in the case.

 

Fee v. UC Hub

 

Case No.: RCV093990

Court Filed: Rancho Cucamonga Superior Court

Date Filed: 3-21-06

 

Description: Plaintiff claims his shares should not have been converted when the Company merged and that he didn't get notice of the merger or public hearing.  Plaintiff settled and this is no longer a liability for 10,000 shares each.

 


Kong vs. UC Hub

Case No BC 348850

Date filed:  March 13, 2006


 Plaintiff, Alice Kong was paid $140,000 of the $180,000 due before the Company ran out of funds with a default on the agreement.  The Company is presently negotiating with the Plaintiff in court with no capital available at this time.

9


 

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

 

On March 30, 2007 during an Extraordinary Meeting of the Board of Directors the Articles of Incorporation were Amended and Restated was approved and adopted.

 



On March 30, 2007 during an Extraordinary Meeting of the Shareholders by majority vote the following persons were elected to the Board of Directors, they will serve until the next annual meeting.

 

Stephen Herold, age 60, Mr. Herold is the CEO of Paradigm Systems Solutions and for the previous 5 years was a consultant with the Herold group.   Mr Herold resigned as a Director in 2007 to focus on his own business.

 

Andrew E. Mercer, age 55. Mr. Mercer was educated at UCLA. He has been a Corporate Consultant for the previous 5 years.

 

The Company has no material plan or agreement or arrangement either written or verbal with the above Directors.

 

 

10


 

PART II

 

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

 

Our common stock is quoted on the OTC Bulletin Board under the symbol "UCHB.OB." The following table sets forth, for the fiscal quarters indicated, the high and low closing prices for our common stock quoted on the OTC Bulletin Board provided by the historical pricing as reflected in http://finance.yahoo.com. These quotations reflect inter-dealer prices, without mark-up, markdown or commission, and may not represent actual transactions.


FISCAL 2007

QUARTERS ENDED

 

July 31, 2007

 

$

0.05

 

$

0.05

 

April 30, 2007

 

$

0.03

 

$

0.03

 

January 31, 2007

 

$

0.05

 

$

0.05

 

October 31, 2007

 

$

0.06

 

$

0.07

 

 

FISCAL 2008

QUARTER ENDED

 

July 31, 2006

 

$

0.015

 

$

0.019

 

April 30, 2006

 

$

0.010

 

$

0.015

 

January 31, 2006

 

$

0.030

 

$

0.035

 

October 30, 2006

 

$

0.040

 

$

0.045

 

 

We currently have 29,592,804  shares of our common stock outstanding and 4,306,667 shares of our Series A preferred stock outstanding. Our shares of common stock are held by approximately 150 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies.


We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash



dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the board deem relevant.

 

RECENT SALES OF UNREGISTERED SECURITIES

 

Set forth below is certain information regarding securities that we have sold during the fiscal year covered by this Annual Report that were not registered under the Securities Act , to the extent not reported on a Form 10-QSB or Form 8-K for the period covered by this Annual Report.

 

 

 NA


The shares were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act. All of the investors took their securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our shares. Our securities were sold only to accredited investors or sophisticated investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.

 

11



All purchasers were provided with access to our filings with the SEC, including the following:


 

-

Our annual report to stockholders for the most recent fiscal year, the definitive proxy statement filed in connection with that annual report, and, if requested by the purchaser in writing, a copy of our most recent Form 10-KSB under the Exchange Act.


 

-

The information contained in an annual report on Form 10-K under the Exchange Act.


 

-

The information contained in any reports or documents required to be filed by us under Sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.


 

-

A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in our affairs that are not disclosed in the documents furnished.

 

PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS

 

There were no purchases of our equity securities by us or any affiliated purchasers during any month within the fourth quarter of the fiscal year covered by this Annual Report.

 

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 

Statements included in this Management's Discussion and Analysis or Plan of Operation, and in future filings by us with the Securities and Exchange Commission, in our press releases and in oral statements made with the approval of an authorized executive officer which are not historical or current facts are "forward-looking statements." We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The following important factors, among others, in some cases have affected and in the future could affect our actual results and could cause our actual



financial performance to differ materially from that expressed in any forward-looking statement: (i) the extremely competitive conditions that currently exist in the market for "blank check" companies similar to us, and (ii) lack of resources to maintain our good standing status and requisite filings with the Securities and Exchange Commission. The foregoing list should not be construed as exhaustive and we disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

RESULTS OF OPERATIONS

 

Comparison of the Twelve Months Ended July 31, 2008 to the Twelve Months Ended July 31, 2007:


Revenue. Our total revenue was $191,704 for the 12 months ended July 31, 2008 compared to $0 for the same period ended July 31, 2007.


Gross Profit. Our gross profit was $18,227 of sales for the 12 months ended July 31, 2008 versus 0 for the 12 months ended July 31, 2007.


Selling, General and Administrative Expenses. Selling, general and administrative expenses ("SG&A") for the 12 months ended July 31, 2008 were $331,792 ,  as compared to SG&A of $937,602 for the 12 months ended July 31, 2007. The reduction is primarily attributable to the elimination of unprofitable business.


Interest Expense. We incurred $0 of interest expense during the 12 months ended July 31, 2008, compared to interest expense of $3,601 incurred during the 12 months ended July 31, 2007.


Net Income (Loss). Our net loss for the 12 months ended July 31, 2008 was 314,013 , compared to a net loss of $220,471 for the year ended July 31, 2007. The improvement of net income was due primarily to the elimination of unprofitable business.


12


 

LIQUIDITY AND CAPITAL RESOURCES

 

As of July 31, 2008, we had a working capital deficit of $314,013. We generated a deficit in cash flow from operations of (314,013) for the 12 months ended July 31, 2008. The decrease in cash flow from operating activities for the period was primarily attributable to the consolidation of corporate functions.


We met our cash requirements during the period through proceeds from a long-term debt obligation.


We estimate our business operational expenses during the next 12 months will be approximately $500,000.


While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development. We are seeking financing in the form of equity in order to provide necessary working capital. We currently have no commitments for financing. There is no guarantee that we will be successful in raising the funds required.


Without additional funding, we believe we do not have sufficient capital resources to meet projected cash flow deficits through the next 12 months. However, if thereafter, we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition.




Capital Expenditures and Commitments. We do not anticipate the sale of any material property, plant or equipment during the next 12 months. Without substantial financial resources we do not anticipate the acquisition of any material property, plant or equipment during the next 12 months.


Our independent auditor's report on our July 31, 2008 financial statements included in this Annual Report states that our lack of sources of revenues raise substantial doubts about our ability to continue as a going concern.

 

APPLICATION OF CRITICAL ACCOUNTING POLICIES

 

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies include revenue recognition, impairment of marketing rights and accounting for legal contingencies.


We recognize revenue in accordance with Staff Accounting Bulletin No.101, "Revenue Recognition in Financial Statements." Sales are recorded when products are shipped to customers. Provisions for discounts and rebates to customers, estimated returns and allowances and other adjustments are provided for in the same period the related sales are recorded.


We evaluate our long-lived assets for financial impairment on a regular basis in accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" evaluates the recoverability of long-lived assets not held for sale by measuring the carrying amount of the assets against the estimated discounted future cash flows associated with them. At the time 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 fair values.


Our business is more fully described in Part I of this Annual Report.

 

RECENT DEVELOPMENTS

 

The Company is currently working with various entities to attempt either an acquisition or merger.  We will bring in the globalweb.tv as part of the company and we are in negotiations with Tri Star Holdings Inc to acquire their gold, silver, copper and platinum mining assets. 

13


 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any off-balance sheet arrangements.

 

ITEM 7. FINANCIAL STATEMENTS.

 

The financial statements and related notes are included as part of this Annual Report as indexed in the appendix.

 

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



 

None.

 

ITEM 8A. CONTROLS AND PROCEDURES.

 

The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


 

1.

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;


 

2.

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and


 

3.

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.


Evaluation of Disclosure and Controls and Procedures. As of the end of the period covered by this Annual Report, we conducted an evaluation, under the supervision and with the participation of our principle executive and principle financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our principle executive/financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.


Changes in Internal Controls over Financial Reporting. There was no change in our internal controls, which are included within disclosure controls and procedures, during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls.

 

14


 

PART III

 

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.



 

Our directors and executive officers are:


NAME

AGE

HELD SINCE

HELD SINCE

 

Larry Wilcox

61

Chairman, President, Principle Executive

1999

 


Our executive officers are elected annually by our board of directors. There are no family relationships among our directors and executive officers.


Larry Wilcox has experience in creating and developing new business ventures in the entertainment, media and the telecom and computer technology markets. Mr. Wilcox founded United Communications Hub, Inc. in February 1999 and has been our chief executive officer and chairman of the board of directors since inception. From 1999 until the present, Mr. Wilcox's Digital City vision is the map that management believes will enhance the quality and the efficiency of a municipality and eventually a state's key verticals and their respective software solutions with electronic payments. Prior to this time frame, Mr. Wilcox had a 20 year successful international career in the television entertainment industry.

 

Andy Mercer

      56           Director                                                     1999


Mr. Mercer has extensive experience in consulting corporations, both public and private. His strengths are evident in structuring and restructuring at all phases of expansion and growth. Mr. Mercer has had many years of extensive experience including President of a General Partnership and as a General Partner. He also held the position of Vice President of Finance where he successfully implemented corporate capital structure and finance. Furthermore, he has played key roles in organizing, developing and overseeing business plans, executive summaries, offering memorandums, prospectuses, bridge funding documents, marketing plans, and promotional literature for client companies. He has assisted numerous public and private companies to receive funding and works closely with a variety of professionals. Mr. Mercer currently serves on the board of directors of several companies. He was educated at UCLA.



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10 percent of a registered class of our equity securities, file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Officers, directors and greater than 10 percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that during the year ended July 31, 2008, our executive officers, directors and greater than 10 percent beneficial owners complied on a timely basis with all Section 16(a) filing requirements.

 

COMMITTEES OF THE BOARD OF DIRECTORS

 

Compensation Committee. Our board of directors has a compensation committee. However, no members to the committee have been appointed and the committee has not been formally organized. The compensation committee will make recommendations to the board of directors concerning salaries and compensation for our executive officers and employees. Our board adopted a written charter for the compensation committee. Since the compensation committee has been formed recently, there have been no meetings held or members appointed at the time of this Annual Report.


Audit Committee. Our board of directors has an audit committee which will be directly responsible for the appointment, compensation, and oversight of the work of any registered public accounting firm employed



by us (including resolution of disagreements between our management and the auditor regarding financial disclosure) for the purpose of preparing or issuing an audit report or related work. Our board adopted a written charter for the audit committee. The audit committee will review and evaluate our internal control functions. Since the audit committee has been formed recently, there have been no meetings held or members appointed at the time of this Annual Report.


The members of the audit committee will be independent as defined under Rule 4200(a)(15) of the NASD's listing standards.


Executive Committee. We do not have an executive committee, although our board of directors is authorized to create one.

Nominating Committee. Our board of directors has a nominating committee. No meetings have been held or members appointed. The functions to be performed by the nominating committee include selecting candidates to fill vacancies on the board of directors, reviewing the structure and composition of the board, and considering qualifications requisite for continuing board service. The nominating committee will consider candidates recommended by any of our stockholders.

The policies and procedures with respect to the consideration of such candidates are set forth below.

 

15



The recommended candidate is to be submitted to us in writing addressed to our principal offices. The recommendation is to be submitted by the date specified in Rule 14a-8 of the Exchange Act for submitting stockholder proposals to be included in our annual stockholders' meeting proxy statement.


The recommendation shall be in writing and shall include the following information: name of candidate; address, phone, and fax number of candidate; a statement signed by the candidate certifying that the candidate wishes to be considered for nomination to our board of directors; and information responsive to the requirements of Regulation S-K, Item 401 with respect to the candidate; and state the number of shares of our stock beneficially owned by the candidate.


The recommendation shall include a written statement of the candidate as to why the candidate believes that he meets the director qualification criteria and would otherwise be a valuable addition to our board of directors.


The nominating committee shall evaluate the recommended candidate and shall, after consideration of the candidate after taking account of the director qualification criteria set forth below, determine whether or not to proceed with the candidate in accordance with the procedures outlined under "Process for Identifying Candidates" below.


These procedures do not create a contract between us, on the one hand, and our security holder(s) or a candidate recommended by our security holder(s), on the other hand. We reserve the right to change these procedures at any time, consistent with the requirements of applicable law and rules and regulations.


Director Qualifications Criteria. As minimum qualifications, all candidates must have the following characteristics:


 

-

The highest personal and professional ethics, integrity and values;


 

-

Broad-based skills and experience at an executive, policy-making level in business, academia, government or technology areas relevant to our activities;


 

-

A willingness to devote sufficient time to become knowledgeable about our business and to carry




out his duties and responsibilities effectively;

 

 


 

-

A commitment to serve on the board for two years or more at the time of his initial election; and


 

-

Be between the ages of 30 and 70, at the time of his/her initial election.


Process for Identifying and Evaluating Candidates. The nominating committee's process for identifying and evaluating candidates is:


 

-

The chairman of the board, the nominating committee, or other board members identifies the need to add new members to the board with specific criteria or to fill a vacancy on the board;


 

-

The chair of the nominating committee initiates a search, working with staff support and seeking input from the members of the board and senior management, and hiring a search firm, if necessary;


 

-

The nominating committee identifies an initial slate of candidates, including any recommended by security holders and accepted by the nominating committee, after taking account of the director qualifications criteria set forth above;


 

-

The nominating committee determines if any board members have contacts with identified candidates and if necessary, uses a search firm;

 

16


 

The chairman of the board, the chief executive officer and at least one member of the nominating committee interview prospective candidate(s);


 

-

The nominating committee keeps the board informed of the selection progress;


 

-

The nominating committee meets to consider and approve final candidate(s); and


 

-

The nominating committee presents selected candidate(s) to the board and seeks full board endorsement of such candidate(s).

 

COMPENSATION OF DIRECTORS

 

We do not compensate any of our directors for their services as directors other than stock for their time. However, we do reimburse our directors for expenses incurred in attending board meetings and issue stock for their time.

 

CODE OF ETHICS

 

We have adopted a code of ethics that applies to all our employees.


 

-

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;


 

-

Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us;






 

-

Compliance with applicable governmental laws, rules and regulations;


 

-

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and


 

-

Accountability for adherence to the code.


A copy of our code of ethics is attached to this Annual Report as an exhibit. We have filed with the SEC a copy of the code of ethics attached hereto. We have posted a copy of the code of ethics on our website at www.uchub.net


We will provide to any person without charge, upon request, a copy of our code of ethics. Any such request should be directed to our corporate secretary at 285 E. Warm Springs Road, Suite 105, Las Vegas, Nevada 89119.

 

17


 

ITEM 10. EXECUTIVE COMPENSATION.

 

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

 

The following table provides certain summary information concerning the compensation earned by the named executive officers (determined as of the end of the last fiscal year) for services rendered in all capacities to UC Hub Group, Inc. and our subsidiaries for the fiscal years ended July 31, 2008 and 2007.


SUMMARY COMPENSATION TABLE

 

ANNUAL COMPENSATION

 

LONG TERM COMPENSATION

 

 

 

 

 

 

 

 

 

 

 

 

 

AWARDS

 

PAYOUTS

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted

 

Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock

 

underlying

 

 

 

 

 

 

 

 

 

 

 

 

 

Other annual

 

Award(s)

 

Options/Salaries

 

LTIP

 

Total Other

 

Name

 

Year

 

Salary ($)

 

Bonus ($)

 

compensation ($)

 

(#)

 

($)

 

Payout ($)

 

Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Larry Wilcox (1)

 

 

2008

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

Larry Wilcox (1)

 

 

2007

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(1) Mr. Wilcox is our Principle Executive Officer, Director and Principle Financial Officer. He signed an employment agreement with us on February 1, 2004 that provides for an annual base salary of $360,000 with discretionary bonuses calculated by our board of directors. However, Mr. Wilcox has not taken, his full salary but has taken a lesser amount when capital is available or has taken payment for his expenses which he continues to subsidize.

 

STOCK OPTION AND STOCK APPRECIATION RIGHTS

 

No options were granted during the FYE July 31, 2008. The company has outstanding 9,780,000 options granted to Larry Wilcox and Steven Herold.

 

OPTION EXERCISES AND HOLDINGS

 



There were no Option Exercises that were activated or exercised.


The compensation program for our executives consists of three key elements:


 

-

A base salary, and expenses


 

-

A performance bonus, insurance and


 

-

Periodic grants and/or options of our common stock.


Base Salary. The chief executive officer and all other senior executive officers receive compensation based on such factors as competitive industry salaries, a subjective assessment of the contribution and experience of the officer, and the specific recommendation by the chief executive officer. For fiscal 2008, the following base salary was paid to our executive officers:

Larry Wilcox: $0


Performance Bonus. A portion of each officer's total annual compensation is in the form of a bonus. All bonus payments to officers must be approved by the compensation committee based on the individual officer's performance and company performance. For fiscal 2008 no bonus compensation was paid to any of our executive officers.


Stock Incentive. Stock options are granted to executive officers based on their positions and individual performance. Stock options provide incentive for the creation of stockholder value over the long term and aid significantly in the recruitment and retention of executive officers. The compensation committee considers the recommendations of the chief executive officer for stock option grants to executive officers (other than the chief executive officer) and approves, disapproves or modifies such recommendation. For fiscal 2008 no stock option grants where given to any of our executive officers.

 

18


 

EMPLOYMENT AGREEMENTS

 

We have entered into an employment agreement with our Chief Executive Officer as of February 1, 2004 with Larry Wilcox as president and chief executive officer. The term of the agreement is for three years with an automatic extension beginning on the third anniversary of the agreement, and continuing every third anniversary, unless either party notifies the other in writing more than 90 days prior to the extension date that the agreement is no longer to be extended. The agreement provides that Mr. Wilcox may devote time to Wilcox Productions, so long as he continues to completely and adequately perform his duties pursuant to the agreement. Mr. Wilcox will receive a salary of $360,000 per year, plus incentive bonuses and stock options for 1,500,000 shares of our common stock exercisable at $0.16 per share under our 2003 Stock Option Plan. Mr. Wilcox is also subject to a non-competition agreement. NOTE: The 1,500,000 options granted Mr. Wilcox were cancelled on 5/25/2005and replaced with a grant by the board of directors of 6,585,000 options at a $.06 strike price.

 

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 



The following table provides information as of the end of the most recently completed fiscal year with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated as follows:

- All compensation plans previously approved by security holders; and

- All compensation plans not previously approved by security holders.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


 

 

 

 

 

 

Number of Securities

 

 

 

 

 

 

 

remaining Available for

 

 

 

Number of Securities to

 

Weighted average

 

Future Issuance Under

 

 

 

be issued upon exercise

 

exercise price of

 

Equity Compensation Plans

 

 

 

of outstanding options,

 

outstanding options

 

(Excluding Securities

 

 

 

warrants and rights

 

warrants and rights

 

Reflected in Column "A")

 

 

 

(a)

 

(b)

 

(c)

 

Equity Compensation Plan approved by Security Holders

 

 

-

 

 

-

 

$

0

 

Equity Compensation Plan not approved by Security Holders

 

 

-

 

 

-

 

$

0

 


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of July 31, 2008, information concerning ownership of our securities by:


 

-

Each person who owns beneficially more than five percent of the outstanding shares of our common stock;


 

-

Each person who owns beneficially more than five percent of the outstanding shares of our preferred stock;


 

-

Each director;


 

-

Each named executive officer; and


 

-

All directors and officers as a group.

 

19


 

BENIFICIAL OWNERS AND MANAGEMENT EQUITY POSITION(S)


 

 

Common Stock Benificially

 

 Preferred Stock Benificially

 

Name and Address of Benificial Owner (1)

 

Owned (2)

 

 Owned (3)

 

Larry Wilcox (4)

 

 

605,847

 

 

2,947,816.67

 

All Benificial Owners (as a

 

 

 

 

 

 

 




Group)

 

 

605,847

 

 

2,947,816.67

 

 

1) Unless otherwise indicated, the address for each of the stockholder(s) listed herein is c/o HC Hub Group, Inc., 285 E. Warm Springs Road, Suite 105, Las Vegas, Nevada. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to his shares of our common and preferred stock beneficially owned.

 

(2) Beneficial ownership is determined in accordance with the rules of the SEC.

 

(3) Each share of the Series A preferred stock is convertible into three shares of Common Stock. The percentages of voting power prior to conversion are approximately the same.

 

(4) Includes 18,971 shares of our common stock and 926,150 shares of our Series A preferred stock owned by the Wilcox Limited Family Partnership, 21,666.67 shares of Series A preferred stock owned by two minor children of Mr. Wilcox, and 586,876 shares of our common stock owned by Mr. Wilcox's children.

 

There are no arrangements, known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of UC Hub Group, Inc.

 

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

 

The Company currently owes $301,310 to Larry Wilcox, its Chief Executive Officer, for unpaid salary.

 

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

 

(a) Financial Statement Schedules.


None.


(b) Exhibits


Regulation

S-B Number

Exhibit

23.1**

Consent of Independent Certified Public Accountants.

31.1**

Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.

 

** Filed Herewith


20


 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

AUDIT FEES

The aggregate fees billed by Lawrence Scharfman CPA P.A. for professional services rendered for the audit of our annual financial statements for fiscal year ended July 31, 2008 were $25,000.




AUDIT-RELATED FEES

There were no other fees billed by Lawrence Scharfman CPA PA for professional services rendered, other than as stated under the captions Audit Fees.


TAX FEES

There were no other fees billed by Lawrence Scharfman CPA PA for professional services rendered, other than as stated under the captions Audit Fees.


ALL OTHER FEES

There were no other fees billed by Lawrence Scharfman CPA PA for professional services rendered, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

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.



DATE: November 15, 2008

UC HUB GROUP, INC.

(Registrant)

  

By: /s/ Larry D. Wilcox

  

Larry D. Wilcox

Director and CEO


21


 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FINANCIAL STATEMENTS AND SCHEDULES

JULY 31, 2008 AND 2007

UC HUB GROUP, INC


Index to Financial Statements


 

Page

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheet

F-3

Consolidated Statement Operations

F-4

Consolidated Statement Stockholders' Equity

F-5

Consolidated Statements of Cash Flows

F-6

Notes to Consolidated Financial Statements

F-7

 

F-1


 

LAWRENCE SCHARFMAN & CO., CPA P.A.

CERTIFIED PUBLIC ACCOUNTANTS


18 E. SUNRISE HIGHWAY, #203

9608 HONEY BELL CIRCLE

FREEPORT, NY 11520

BOYNTON BEACH, FL 33437

TELEPHONE: (516) 771-5900

TELEPHONE: (561) 733-0296






FACSIMILE: (516) 771-2598

FACSIMILE: (561) 740-0613


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors

UC Hub Group, Inc. and Subsidiaries


We have audited the accompanying consolidated balance sheet of UC Hub Group, Inc as of July 31, 2008 and the related statements of losses, deficiency in stockholders equity and cash flows for the years ended July 31, 2008 and 2007. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on the financial statements based on our audits.


We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of UC Hub Group Inc. as at July 31, 2008 and the consolidated results of its operations, statements of stockholders equity and cash flows for the years ended July 31, 2008 and 2007, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming the company will continue as a going concern. As discussed in Note B to the accompanying financial statements, the Company has suffered recurring losses from operations. This raises substantial doubt about the company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ LAWRENCE SCHARFMAN & CO, CPA P.A.

Certified Public Accountants 

Boynton Beach, Florida  

December 15, 2008  


F-2


 

UC HUB Group & Subsidiaries, Inc.

Consolidated Balance Sheet

for the Year Ended July 31 2008


 

 

July 31,

 

 

July 31,

 

 

 

 

2008

 

 

2007

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

(26,388)

 

$

601

 

 






Accounts Receivable, net of allowance of $0

 

$

-

 

$

-

 

 

Other current assets

 

 

0

 

 

127,046

 

 

Total current assets

 

$

(26,388)

 

$

127,648

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $59,005

 

 

645

 

 

19,588

 

 

Licenses and Software

 

 

297,000

 

 

172,000

 

 

Inventory

 

 

105,900

 

 

4,326,387

 

 

Total assets

 

 

377,157

 

 

4,645,623

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

 

554,336

 

 

156,363

 

 

 Accrued Officer Salary

 

 

466,282

 

 

349,282

 

 

Notes payable

 

 

1,138,594

 

 

 

 

 

Settlements

 

 

70,738

 

 

 

 

 

Total current liabilities

 

 

2,229,950

 

 

505,645

 

 

 

 

 

 

 

 

 

 

 

Convertible Debenture

 

 

905,000

 

 

918,000

 

 

 Long term payables

 

 

476,472

 

 

395,500

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

3,611,422

 

 

1,819,145

 

 

 

 

 

 

 

 

 

 

 

Stockholders' (deficit)

 

 

 

 

 

 

 

 

Convertible Preferred stock, 10,000,000 shares authorized,

 

 

 

 

 

 

 

 

.001 par value per share; 4,292,291 shares issued and

 

 

 

 

 

 

 

 

outstanding at July 31, 2008

 

 

4,292

 

 

4,307

 

 

 

 

 

 

 

 

 

 

 

Common stock, .001 par value 50,000,000 shares authorized,

 

 

 

 

 

 

 

 

29,592,804 shares issued and outstanding at July 31, 2008

 

 

29,593

 

 

27,695

 

 

 

 

 

 

 

 

 

 

 

Stock subscription receivable

 

 

-

 

 

-

 

 

Additional paid-in capital

 

 

15,994,342

 

 

15,981,183

 

 

 Additional paid-in capital - Equity Investment in PSPP Holdings

 

 

 

 

 

4,326,387

 

 

Accumulated (deficit)

 

 

(19,262,492)

 

 

(17,513,094

)

)

 

 

 

 

 

 

 

 

 

Total stockholder's (deficit)

 

 

3,234,265

 

 

2,826,478

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' (deficit)

 

 

377,157

 

 

4,645,623

 

 


The accompanying notes are an integral part of these financial statements.

 

F-3


 



UC HUB Group & Subsidiaries, Inc.

Consolidated Statement of Losses

for the Year Ended July 31, 2008


 

 

July 31,

 

July 31,

 

 

 

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Revenues

$

191,704

 

$

0

 

 

 

 

 

 

 

 

 

 

Cost of Sales

$

173,476

 

$

0

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

18,227

 

$

0

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative expenses

$

331,792

 

$

524,998

 

 

 Bad Debt Expense

 

 

 

 

372,604

 

 

Debenture Expense

 

 

 

 

40,000

 

 

Total operating expenses

 

331,792

 

 

937,602

 

 

 

 

 

 

 

 

 

 

Loss before other income and expense

 

(314,013)

 

 

(937,602)

 

 

 

 

 

 

 

 

 

 

 Other income (expense)

 

 

 

 

 

 

 

AP adjustment

 

 

 

 

543,351

 

 

Long term loan forgiveness

 

 

 

 

157,481

 

 

Stock Subscription

 

 

 

 

18,900

 

 

Common stock issued as part of asset acquisition

 

 

 

 

1,000

 

 

Interest income

 

 

 

 

(3,601)

 

 

Income (loss) before income taxes

 

(314,013)

 

 

(220,471)

)

 

 

 

 

 

 

 

 

 

Income tax benefit

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Loss

 

(314,013)

 

 

(220,471)

)

 

 

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE

 

 

 

 

 

 

 

Profit (Loss) from operations

 

 

 

 

 

 

 

Loss from discontinued operations

 

 

 

 

 

 

 

Net loss

 

(0.01)

 

 

(0.03

)

)

 

 

 

 

 

 

 

 

PER SHARE INFORMATION -

 

 

 

 

 

 

 

BASIC AND FULLY DILUTED

 

 

 

 

 

 

 

Weighted average shares outstanding

 

29,592,804

 

 

22,923,990

 

 


The accompanying notes are an integral part of these financial statements.

 

F-4


 

UC HUB Group & Subsidiaries, Inc.

Consolidated Statements of Stockholders’ Deficit

For The Years Ended July 31, 2008 and 2007


 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Preferred

 

 

 

Common stock

 

 

 

paid-in

 

Accumulated

 

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

capital

 

Deficit

 

Total

 






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 31, 2005

 

 

3,249,792

 

 

3,250

 

 

16,918,332

 

 

16,918

 

 

14,581,502

 

 

(16,559,419

)

 

(1,957,749

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for conversion of Preferred

 

 

(869,337

)

 

(869

)

 

3,889,942

 

 

3,890

 

 

(3,021

)

 

 

 

 

 

 

Issuance of Preferred Stock

 

 

2,441,497

 

 

2,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,441

 

Issuance Common Stock

 

 

 

 

 

 

 

 

4,322,475

 

 

4,322

 

 

1,281,751

 

 

 

 

 

1,286,074

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(733,500

)

 

(733,500

)

Balance, July 31, 2006

 

 

4,821,952

 

 

4,822

 

 

25,130,749

 

 

25,131

 

 

15,860,232

 

 

(17,292,919

)

 

(1,402,734

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for conversion of Preferred

 

 

(87,975

)

 

(88

)

 

263,925

 

 

264

 

 

(176

)

 

 

 

 

 

 

Issuance Common Stock

 

 

 

 

 

 

 

 

2,300,000

 

 

2,300

 

 

120,700

 

 

 

 

 

123,000

 

Adjustments to Preferred

 

 

(427,310

)

 

(427

)

 

 

 

 

 

 

 

427

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(220,471

)

 

(220,471

)

Prior Years Adj. to Retained Earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

68,483

 

 

 

 

Balance, July 31, 2007

 

 

4,306,667

 

 

4,307

 

 

27,694,674

 

 

27,695

 

 

15,981,183

 

 

(17,444,907

)

 

(1,500,205

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 31, 2008

 

 

4,292,291

 

 

4,292

 

 

29,592,804

 

 

29,593

 

 

15,994,342

 

 

(19,262,492)

 

 

(3,234,265)

 


The accompanying notes are an integral part of these financial statements.

 

F-5


 

UC HUB Group & Subsidiaries, Inc.

Consolidated Statements of Cash Flows

for the Year Ended July 31, 2008


 

 

2008

 

2007

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

  

 

 Net (loss)

 

$

(314,013)

 

$

(220,471

)

 Adjustments to reconcile net (loss) to net cash

 

 

 

 

 

 

 

 (used in) operating activities:

 

 

 

 

 

 

 

     Depreciation

 

 

 

 

 

9,070

 

 Changes in:

 

 

 

 

 

 

 

 Accounts receivable

 

 

 

 

 

(323,543

)

 Other current assets

 

 

 

 

 

(849,198

)

 Loan Receivable

 

 

274,110

 

 

 

 

 Accounts payable

 

 

(49,964)

 

 

(357,045)

 

 Accrued expenses

 

 

 

 

 

(989,560)

 

 Accrued interest

 

 

 

 

 

 

 

 Contract payable

 

 

 

 

 

 

 

 Other current liabilities

 

 

 

 

 

(94,117)

 

 Loans payable

 

 

66,021

 

 

 

 

 Stock subscription receivable

 

 

 

 

 

(75,000)

 

 

 

 

 

 

 

 

 

 Net cash (used in) operating activities

 

 

(23,846

)

 

(554,382

)

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

Acquisition of property and equipment

 

 

17,007

 

 

(4,498,387

 






 Net cash (used in) investing activities

 

 

17,007

 

 

(4,498,387

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

Settlement

 

 

(20,150)

 

 

 

 

Proceeds from sale of common stock, net

 

 

 

 

 

250,672

 

Proceeds from shareholder loan, net

 

 

-

 

 

-

 

Proceeds from convertible loan, net

 

 

 

 

 

540,000

 

Proceeds from notes payable, net

 

 

 

 

 

(207,481)

 

Proceeds from Equity Investment in PSPP Holdings

 

 

 

 

 

4,326,387

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

(20,150)

 

 

4,909,578

 

 

 

 

 

 

 

 

 

 Net increase (decrease) in cash

 

 

(25,787)

 

 

(143,191)

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF YEAR

 

 

601

 

 

143,792

 

 

 

 

 

 

 

 

 

CASH AT END OF YEAR

 

$

(26,388)

 

$

601

 

 

The accompanying notes are an integral part of these financial statements.

 

F-6


 

NOTE A - SUMMARY OF ACCOUNTING POLICIES


A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.


BUSINESS AND BASIS OF PRESENTATION


UC Hub Group Inc. ("Company" or "UC Hub") was formed on February 22, 1999 under the laws of the State of California.


The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries. Significant inter-company transactions have been eliminated in consolidation.


UC Hub is a communications software development and distribution company with primary interests in digital communications and digitally based products and services necessary to support the corporate vision of the "Digital City."

 

LIQUIDITY


As shown in the accompanying financial statements, the Company incurred a net loss of 314,013 and 220,471 during the twelve months ended July 31, 2008 and 2007, respectively. The Company's current liabilities exceeded its current assets by $ 3,234,265 as of July 31, 2008 (see Note B).


ESTIMATES




The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.


REVENUE RECOGNITION

 

The Company recognizes revenue when earned in accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101").


On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition. The staff updated and revised the existing revenue recognition in Topic 13, Revenue Recognition, to make its interpretive guidance consistent with current accounting guidance, principally EITF Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables." Also, SAB 104 incorporates portions of the Revenue Recognition in Financial Statements - Frequently Asked Questions and Answers document that the SEC staff considered relevant and rescinds the remainder. The company's revenue recognition policies are consistent with this guidance; therefore, this guidance will not have an immediate impact on the company's consolidated financial statements.


CASH EQUIVALENTS


The Company considers cash on hand, deposits in banks, and short-term investments purchased with an original maturity date of three months or less to be cash and cash equivalents. The carrying amounts reflected in the balance sheets for cash and cash equivalents approximate the fair values due to short maturities of these instruments.


INCOME TAXES


The Company has adopted Financial Accounting Standard No. 109 (SFAS 109) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.

 

F-7


 

RECLASSIFICATIONS


Certain reclassifications have been made in prior years' financial statements to conform to classifications used in the current year.


PROPERTY AND EQUIPMENT


Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using straight-line methods over the estimated useful lives of the assets, principally three to five years, or the term of the lease, if shorter, for leasehold improvements.


IMPAIRMENT OF LONG-LIVED ASSETS


The Company has adopted Statement of Financial Accounting Standards No. 144 (SFAS 144). The Statement requires that long-lived assets and certain identifiable intangibles held and used by the Company



be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undercounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. SFAS No. 144 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

 

COMPREHENSIVE INCOME


Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income," establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company does not have any items of comprehensive income in any of the periods presented.


SEGMENT INFORMATION


The Company adopted Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information ("SFAS 131"). SFAS establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. SFAS 131 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions how to allocate resources and assess performance. The information disclosed herein, materially represents all of the financial information related to the Company's principal operating segment.

 

F-8



NET LOSS PER SHARE


The Company has adopted Statement of Financial Accounting Standard No. 128, "Earnings Per Share," specifying the computation, presentation and disclosure requirements of earnings per share information. Basic earnings per share have been calculated based upon the weighted average number of common shares outstanding. Stock options and warrants have been excluded as common stock equivalents in the diluted earnings per share because they are either anti-dilutive, or their effect is not material.


STOCK BASED COMPENSATION


The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees", and related interpretations, in accounting for its stock option plans. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation", established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No.123, the Company has elected to continue to apply the intrinsic value-based method of accounting described above, and has adopted the disclosure requirements of SFAS No. 123 which are included in Note 17. The Company has also adopted the annual



disclosure provisions of SFAS No. 148 in its financial reports for the year ended July 31, 2002 and for the subsequent periods.


Had compensation cost for the Plans been determined based on the fair value at the grant dates consistent with the method of SFAS 123, the Company's net loss and net loss per common and common equivalent share for the years ended July 31, 2008 and 2007 would have been increased to the pro forma amounts indicated below:


 

 

July 31,

 

 

 

2,008

 

2,007

 

Net Loss, as reported

 

 

(314,013

)

 

(220,471

)

Add: Total stock based employee compensation

 

 

 

 

 

 

 

compensation expense determined under fair

 

 

 

 

 

 

 

market value based method for all awards

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

Pro forma net loss

 

 

(314,013

)

 

(220,471

)

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Basic and diluted loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As reported

 

 

(0.01

)

 

(0.03

)

 

 

 

 

 

 

 

 

Pro forma

 

 

(0.01

)

 

(0.03

)


In accordance with EITF 96-18 the measurement date to determine fair value was the date at which a commitment for performance by the counter party to earn the equity instrument was reached. The Company valued the shares issued for consulting services at the rate which represents the fair value of the services received which did not differ materially from the value of the stock issued.

 

F-9



CONCENTRATIONS OF CREDIT RISK


Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company periodically reviews its trade receivables in determining its allowance for doubtful accounts. The allowance for doubtful accounts was $0 as of July 31, 2008.


ADVERTISING


The Company follows a policy of charging the costs of advertising to expenses incurred. The Company incurred advertising expenses of $0 and $7,495 during the years ended July 31, 2008 and 2007, respectively.


NEW ACCOUNTING PRONOUNCEMENTS


In April 2003, the FASB issued SFAS No. 149, "Amendments of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies financial accounting and reporting for derivative



instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133. This pronouncement is effective for contracts entered into or modified after June 30, 2003 (with certain exceptions), and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 did not have a material impact on the Company's consolidated financial statements. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity, and is effective for public companies as follows: (i) in November 2003, the FASB issued FASB Staff Position ("FSP") No. 150-03, which defers indefinitely (a) the measurement and classification guidance of SFAS No. 150 for all mandatory redeemable non-controlling interests in (and issued by) limited-life consolidated subsidiaries, and (b) SFAS No. 150's measurement guidance for other types of mandatory redeemable non-controlling interests, provided they were created before November 5, 2003; (ii) for financial instruments entered into or modified after May 31, 2003 that are outside the scope of FSP No. 150-3; and (iii) otherwise, at the beginning of the first interim period beginning after June 15, 2003. The Company adopted SFAS No. 150 on the aforementioned effective dates. The adoption of this pronouncement did not have a material impact on the Company's results of operations or financial condition.


In December 2003, the FASB issued a revision of SFAS No. 132, "Employers' Disclosures About Pensions And Other Postretirement Benefits." This pronouncement, SFAS No. 132-R, expands employers' disclosures about pension plans and other post-retirement benefits, but does not change the measurement or recognition of such plans required by SFAS No. 87, No. 88, and No. 106. SFAS No. 132-R retains the existing disclosure requirements of SFAS No. 132, and requires certain additional disclosures about defined benefit post-retirement plans. Except as described in the following sentence, SFAS No. 132-R is effective for foreign plans for fiscal years ending after June 15, 2004; after the effective date, restatement for some of the new disclosures is required for earlier annual periods. Some of the interim-period disclosures mandated by SFAS No. 132-R (such as the components of net periodic benefit cost, and certain key assumptions) are effective for foreign plans for quarters beginning after December 15, 2003; other interim-period disclosures will not be required for the Company until the first quarter of 2006. Since the Company does not have any defined benefit post-retirement plans, the adoption of this pronouncement did not have any impact on the Company's results of operations or financial condition. Other significant recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force ("EITF")), the American Institute of Certified Public Accountants, and the SEC are discussed elsewhere in these notes to the consolidated financial statements. In the opinion of management, significant recent accounting pronouncements did not or will not have a material effect on the consolidated financial statements.


In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS 151, Inventory Costs* an amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and re-handling costs may be so abnormal as to require treatment as current period charges" This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This Statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2006. Management does not believe the adoption of this Statement will have any immediate material impact on the Company. In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate Time-Sharing Transactions*an amendment of FASB Statements No. 66 and 67" ("SFAS 152) The amendments made by Statement 152 This Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental

 

F-10





On December 16, 2004, the Financial Accounting Standards Board ("FASB") published Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost related to share-based payment transactions be recognized in the financial statements. Share-based payment transactions within the scope of SFAS 123R include stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee share purchase plans. The provisions of SFAS 123R are effective as of the first interim period that begins after June 15, 2006. Accordingly, the Company will implement the revised standard in the fourth quarter of fiscal year 2006. Currently, the Company accounts for its share-based payment transactions under the provisions of APB 25, which does not necessarily require the recognition of compensation cost in the financial statements. Management is assessing the implications of this revised standard, which may materially impact the Company's results of operations in the fourth quarter of fiscal year 2006 and thereafter.


On December 16, 2004, FASB issued Statement of Financial Accounting Standards No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions (" SFAS 153"). This statement amends APB Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. Under SFAS 153, if a non-monetary exchange of similar productive assets meets a commercial-substance criterion and fair value is determinable, the transaction must be accounted for at fair value resulting in recognition of any gain or loss. SFAS 153 is effective for non-monetary transactions in fiscal periods that begin after June 15, 2006. The Company does not anticipate that the implementation of this standard will have a material impact on its financial position, results of operations or cash flows.


NOTE B - GOING CONCERN


The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements during the years ended July 31, 2008 and 2007, the Company incurred losses of (314,013) and  (220,471) respectively. In addition, the Company has a stockholder's deficit of (19,262,492). These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.


The Company's existence is dependent upon management's ability to develop profitable operations. Management is devoting substantially all of its efforts to becoming a public entity so that capital financing may be achieved. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. In order to improve the Company's liquidity, the Company's management is actively pursing additional equity financing through discussions with investment bankers and private investors. There can be no assurance the Company will be successful in its effort to secure additional equity financing.


NOTE C – MARKETABLE SECURITIES


On April 10, 2006 we sold our wholly owned subsidiary eSafe, Inc. to PSPP Holdings, Inc., and received 22,890,936 restricted shares of their common stock. Subsequent to this event PSPP began trading on the OTC Bulletin Board. As of FYE 7/31/2007 the value per shares was $.63 cents per share. The value if unrestricted and sold at the per-share price on 7/31/2007 would have been $14,421,290. However as these shares are restricted and therefore the actual amount that the Company could receive is unknown, the Company has valued this asset at only 30% of the quoted amount for the year ended July 31, 2007. In 2008 the transaction involving eSafe was rescinded..

 

F-11




 

NOTE D - PROPERTY AND EQUIPMENT


Property and equipment at July 31, 2008 consists of the following:


 

 

July 31, 2008

 

Office equipment and related equipment:

 

 

 

Furniture and fixtures

 

 

645

 

 

 

 

 

 

 Less accumulated depreciation

 

 

 

 

 Property and equipment - net

 

 

645

 



NOTE E - INCOME TAXES


The Company has adopted Financial Accounting Standard No. 109 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.


At July 31, 2008, the Company has available for federal income tax purposes a net operating loss carry-forward of approximately that may be used to offset future taxable income. In the opinion of management, it is more likely than not that the benefits will not be realized based upon the earnings history of the Company.


NOTE F - LOSSES PER SHARE


The following table presents the computation of basic and diluted losses per share:


 Interest income (expense)

 

$

 

 

$

(3,601)

 

 Legal settlement

 

 

-

 

 

-

 

 Loss on sale of investments

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 Income (loss) before income taxes

 

 

(314,013)

 

 

(220,471

)

 

 

 

 

 

 

 

 

 Income tax benefit

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 Net Loss

 

 

(314,013)

 

 

(220,471

)

 

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE

 

 

 

 

 

 

 

 Profit (Loss) from operations

 

 

 

 

 

 

 

 Loss from discontinued operations

 

 

 

 

 

 

 

 Net loss

 

 

(0.01

)

 

(0.03

)

 

 

 

 

 

 

 

 






PER SHARE INFORMATION -

 

 

 

 

 

 

 

 

F-12


 

NOTE G - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES


Accounts payable and accrued liabilities at July 31, 2008 are as follows:


Accounts payable

 

 

554,336

 

Accrued payroll and related expenses

 

 

466,282

 

Accrued interest

 

 

 

 

Total

 

$

1,020,618

 


NOTE H - NOTES PAYABLE


Promissory Notes payable

 

As of July 31, 2008, the Company owed $1,138,594 in Notes payable.


Other notes payable

 

Pursuant to a Securities Purchase Agreement, dated as of June 6, 2007 (the "Securities Purchase Agreement"), UC Hub Group Inc. (the "Company") sold an Original Issue Discount Self-Liquidating Convertible Debenture having a principal amount of $378,000 (the "Debenture'). The Debenture was sold for $350,000. Except to pay off certain liabilities of the Company totaling approximately $327,000, the proceeds of the offering will be used for working capital purposes. The Debenture does not bear interest. The principal sum of the Debenture must be paid by June 7, 2008 and is convertible into 7,560,000 shares of the Company's common stock, at the Purchasers' option, at a conversion price equal to $0.05 per share (subject to adjustment as provided in the Debenture). On the fist of each month commencing on the first date following the earlier of (a) 30 calendar days following the Effective Date and (b) 180 Calendar days following the Closing Date (as defined in the Securities Purchase Agreement) and terminating upon the full redemption of the Debenture, the Company shall redeem an amount equal to the sum of $21,000 in principal amount of the Debenture and all liquidated damages and other amounts owed to the holder of the Debenture. The full principal amount of the Debenture is due upon a default under the terms of the Debenture. In the event that the Company breaches any representation or warranty in the Securities Purchase Agreement, the outstanding principal amount of the Debenture, plus liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the holder's election, immediately due and payable in cash at the Mandatory Default Amount (as defined in the Debenture). In connection with the sale of the Debenture, the Company also issued (i) a warrant to purchase 7,560,000 shares of the Company's common stock at a purchase price of $.075 per share, subject to adjustment as provided for in the warrant and a term of exercise of two years from June 7, 2007 (the "Initial Exercise Date") and (ii) a warrant to purchase 7,560,000 shares of the Company's common stock at a purchase price of $.05 per share, subject to adjustment as provided in the warrant, and a term commencing on Initial Exercise Date and terminating on the earlier of (a) 180 days following the date the initial Registration Statement filed by the Company pursuant to the Registration Rights Agreement executed in connection with the execution of the Securities Purchase Agreement is declared effective by the Securities and Exchange Commission and (b) the two year anniversary of the Initial Exercise Date. The Warrants on a cashless basis if at any time after one year from the date of issuance of the warrant there is no effective registration statement registering or no current prospectus available for, the resale of the shares of common stock underlying the warrant. In the event the purchaser exercises the warrants on a cashless basis, then the Company will not receive any proceeds. In addition, the conversion price of the Debenture and the exercise



price of the warrants may be adjusted in certain circumstances such as if the Company pays a stock dividend, subdivides or combines outstanding shares of common stock into a greater or lesser number of shares, or takes such other actions as would otherwise result in dilution of the selling stockholder's position. The Company is required to file a registration statement with the Securities and Exchange Commission within 30 days of Closing Date (as defined in the Securities Purchase Agreement), which will include 150% of the common stock underlying the Debenture, and the warrant, any additional shares issuable in connection with any anti-dilution provisions in the note or the warrants and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.


Pursuant to a separate Securities Purchase Agreement, dated as of February 16, 2007 (the "Securities Purchase Agreement"), UC Hub Group Inc. (the "Company") sold an second Original Issue Discount Self-Liquidating Convertible Debenture having a principal amount of $540,000 (the "Debenture'). The Debenture was sold for $500,000 and the additional of $40,000 was expensed. Except to pay off certain liabilities of the Company the proceeds of the offering will be used for working capital purposes. The Debenture does not bear interest. The principal sum of the Debenture must be paid by February 16, 2008.

F-13


 

The holder of the Debentures and the warrants many not to convert the Debentures or exercise their warrants and receive shares of the Company's common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise exceeds 4.9% of the then issued and outstanding shares of common stock. This limitation may be waived by the holder of the Debenture or warrants upon not less than 61 days' prior notice to the Company, to change the beneficial ownership limitation to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this note or the exercise of the warrants. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the beneficial ownership limitation may not be further waived by the holder of the notes or warrants.

 

NOTE I - CAPITAL STOCK


CONVERTIBLE PREFERRED STOCK

 

The Company is authorized to issue 10,000,000 shares of cumulative preferred stock, par value .001 per share. The preferred shares are convertible to common stock at a current ratio of 3:1. At July 31, 2008 there were 4,292,291 shares of preferred stock issued and outstanding.


COMMON STOCK


The Company is authorized to issue 500,000,000 shares of common stock, par value .001 per share. At the twelve months ended July 31, 2008 there were 29,592, 804 shares of common stock issued and outstanding. 


NOTE J - COMMITMENTS AND CONTINGENCIES


LEASE COMMITMENTS


The Company does not lease any office space; it uses space provided by its Chief Executive at no cost to the Company.


EMPLOYMENT AND CONSULTING AGREEMENTS




The Company has entered into an employment agreement with its Chief Executive Officer:

 

F-14



Employment Agreement dated as of February 1, 2004 with Larry Wilcox as president and chief executive officer. The term of the agreement is for three years with an automatic extension beginning on the third anniversary of the agreement, and continuing every third anniversary, unless either party notifies the other in writing more than 90 days prior to the extension date that the agreement is no longer to be extended. The agreement provides that Mr. Wilcox may devote time to Wilcox Productions, so long as he continues to completely and adequately perform his duties pursuant to the agreement. Mr. Wilcox will receive a salary of $360,000 per year, plus incentive bonuses and stock options for 1,500,000 shares of our common stock exercisable at $0.16 per share under our 2003 Stock Option Plan. Mr. Wilcox is also subject to a non-competition agreement. NOTE: The 1,500,000 options granted Mr. Wilcox were cancelled on 5/25/2005and replaced with a grant by the board of directors of 6,585,000 options at a $.06 strike price.


The Company has consulting agreements with outside contractors, certain of whom are also Company stockholders. The Agreements are for various terms, some renewable automatically from period to period unless either the Company or Consultant terminates such engagement by written notice.

 

NOTE L - SETTLEMENT OF LITIGATION


In the ordinary course of business, we may be involved in legal proceedings from time to time. Although occasional adverse decisions or settlements may occur, we believe that the final disposition of such matters will not have material adverse effect on its financial position, results of operations or liquidity. We will seek to minimize disputes with our customers but recognize the inevitability of legal action in today's business environment as an unfortunate price of conducting business.


Sutton Law Center, P.C. v. Altigen Communications, Inc., et al. (including Allcom)

 

Case No.: CV06-02167

Court: In the Second Judicial District Court of the State of Nevada, Washoe County

Date filed: September 5, 2006

 

Description: Plaintiff asserts claims against Integrated Communications Systems, Inc., Allcom USA, Inc. and Shawn Jones and Simon Eggington, former employees of Allcom USA, Inc., alleging that defendants installed a defective telephone system for plaintiff and falsely represented the performance of the phone system. Plaintiff seeks damages in the approximate amount of $70,000. Jones and Eggington have indicated that they believe that plaintiff's claims have little of no basis. Discovery has not yet commenced in the case and no trial date has been set.

 

Embarq Logistics, Inc. v. Allcom USA, Inc., UCHub Group, Inc., and Vernon Bill Thompson

 

Case No.: 06C-036007

Court: Justice Court, Las Vegas Township, Clark County, Nevada

Date Filed: November 2006

 

Description: Plaintiff claims damages of approximately $10,000 for unpaid telephone equipment sold to defendant Allcom USA. Claims are asserted against the remaining defendants on the allegations that they are alter egos of Allcom. Defendants have offered to settle the claim as funds become available to them. No trial date has been set in the case.

 



Fee v. UC Hub

 

Case No.: RCV093990

Court Filed: Rancho Cucamonga Superior Court

Date Filed: 3-21-06

 

Description: Plaintiff claims his shares should not have been converted when the Company merged and that he didn't get notice of the merger or public hearing.  Plaintiff settled and this is no longer a liability for 10,000 shares each.

 


Kong vs. UC Hub

Case No BC 348850

Date filed:  March 13, 2006


 Plaintiff, Alice Kong was paid $140,000 of the $180,000 due before the Company ran out of funds with a default on the agreement.  The Company is presently negotiating with the Plaintiff in court with no capital available at this time.



NOTE M - SUBSEQUENT EVENTS


UC HUB is working on acquiring certain assets that would enhance the Company’s position and potentially the shareholder value.  UC Hub will continue with the original digital hub vision and will utilized the portal established as www.globalweb.tv which will become a UC HUB asset.  As of Dec, 2008 globelweb.tv will have the rights to some championship boxing events to be broadcast from various locations including Las Vegas, Atlantic City, Orlando and Los Angeles.  


UC Hub has terminated  any relationship with GreenZap Inc and its management.  UC Hub has shared with the Attorney General this transaction and with banking authorities and regulatory.


UC Hub terminated the potential deal with SkyPacific Innovations  and believes they were negligent and unprofessional in their communications, timing and the production of material information.  The representations and warranty by the SkyPacific Innovations Group were never produced per the requests of the Company.  


UC Hub has signed a Memorandum of Unde5rstanding to acquire the mining assets of TriStar Holidning Inc and will issue shares in exchange for said mining contracts and or assets.  TriStar has represented that these are gold, silver, platinum and copper mines.  The equipment has been sent to the first gold mining location and is expected to begin and report such during the month of December 2008.

 


 

F-15














SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

UC HUB GROUP INC.

 

 

 

 

 

By: 

/s/  Larry Wilcox

Larry Wilcox

Chief Executive Officer and Director

 

Date: December 12, 2008


 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

 

 

 

 

 

 

 

Signature

  

Title

  

Date

  

 

 

 

 

 

 

  

  

  

  

  


/s/  Larry Wilcox

Larry Wilcox

  


Chief Executive Officer and Director

  


December 12, 2008