History

Ubiquitech Software (UBQU) was incorporated under the laws of the State of Colorado on January 11, 2007. Until June, 2009, its business was to develop and market proprietary specialized computer software to help manage electronically stored data. The company had designed and planned to develop a software application for health care businesses known as Ubiquitech™ Enterprise Storage Manager (“UESM"). UESM was designed to provide computer data storage technicians with reporting and system problem notification. The securities of these two companies are currently being held in trust on behalf of its shareholders of record on June 29, 2009 and it is expected that these companies will be “spun-off” in the near future by former management filing a registration statement with the SEC pursuant to the Securities Act of 1933, as amended.¹

In June 2009, control of its company changed and as a result, the company changed the focus of its business plan from the development of specialized software applications to a proposed business encompassing two business units or divisions, including an esoteric clinical laboratory (previously known as the Institute for Molecular Pathology), and a research and development facility attached to the esoteric clinical laboratory. In July 2009, the company executed a letter of intent to enter into a business collaboration with the principals of New Technology Laboratories (“NTL”). Pursuant to the terms of the letter of intent the company intended to acquire various assets relating to the proposed new business plan, as well as retaining additional professional personnel experienced in the operation of esoteric clinical laboratories. However, the company were unable to reach mutually agreeable terms in order to execute a relevant definitive agreement and are currently poised to become an energy acquisition, exploration and development company. In conjunction with this change the company initiated negotiations with other energy companies for the purpose of establishing an initial acquisition within the sector.

The company's principal strategy is to focus on the acquisition of oil and natural gas mineral leases that are at a minimum “drill ready” and ideally have existing production and cash flow. Such an acquisition strategy, if successful, will allow it to establish an operational base from which the company can expand. There are no assurances that the company will be successful in completing such an acquisition. If Ubiquitech Software is able to negotiate satisfactory terms of acquisition and are successful in raising the necessary capital, the company will implement an accelerated development program of high-probability drilling targets to attempt to establish or increase production and create a positive cash flow base. The company's oil and natural gas acquisition and development activities are currently focused in Western Kentucky.

Ubiquitech Software has not been subject to any bankruptcy, receivership or similar proceeding. The company's address is 7435 S. Eastern Ave., Suite 5, Las Vegas, NV 89123, telephone (702) 421-9004.

Current Business

The following events occurred subsequent to November 30, 2009. The discussion below presumes that the company will successfully consummate the definitive agreement(s) to acquire the Oakley Lease described below from Navitas Land and Mineral Corp. (“Navitas”). While Ubiquitech Software is confident that this transaction will close, there can be no assurances that this will occur.

To commence implementation of its new business plan, in December 2009, as amended January 6, 2010 and January 26, 2010, the company executed a letter of intent (the letter of intent and amendments hereinafter jointly referred to as the “LOI”), with Navitas Land and Mineral Corp., Central City, Kentucky to acquire certain assets, including an oil and gas lease located in Western Kentucky in Hopkins County, Kentucky and oil and gas equipment from Navitas (the “Oakley Lease”), in exchange for the issuance of Ten Million (10,000,000) shares of its Common Stock. In addition, the LOI includes a commitment for it to provide not less than $1,200,000 in project development funding, among other matters.

As part of the acquisition, the company will be acquiring the assets set out in the following list:

The LOI is a non-binding document, but provides that a definitive agreement will be entered into on or before February 15, 2010. Upon closing of the definitive agreement, current management of Navitas will initially become members of a to be established Board of Advisors. It is anticipated that certain members of Navitas management will assume management positions with it upon the execution of a definitive agreement. There are no assurances that the company will execute a definitive agreement with Navitas. Subject to completion of the acquisition negotiated and set out in the LOI, the company intend to concentrate its initial development efforts on the Oakley Lease. The company anticipate implementing a concentrated drilling program on fields where Navitas became the Operator in mid 2010, provided that Ubiquitech Software is able to raise the funds necessary to do so. No assurances can be provided that the company will be able to raise these funds on acceptable terms, or at all. See “Part I, Item 1A, Risk Factors” and Part II, Item 7, Management’s Discussion – Liquidity and Capital Resources.”

Currently, with active operations in the Illinois Basin, Navitas has reworked three wells on the Oakley Lease which it is bringing onto completion. Following is a description of current on-going and proposed well activity on the Oakley Lease.

Business Strategy

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

• Develop The company's Existing Properties. The company intend to identify further drilling locations on properties the company acquire by revitalizing older wells, and utilizing digital spectral satellite maps among other accepted technologies to locate highest probability locations for new wells. The structure and the continuous oil accumulation in Western and Southern Kentucky, and the expected long-life production and reserves of the area, are anticipated to enhance opportunities for profitability.
• Maximize Operational Control. The company seek to operate properties the company acquire and maintain a substantial working interest. The company believe the ability to control its potential drilling inventory will provide it with the opportunity to more efficiently allocate capital, manage resources, control operating and development costs, and utilize its experience and knowledge of oilfield technologies.
• Pursue Selective Acquisitions and Joint Ventures. Due to the long-standing presence of the members of its board of advisors in Western Kentucky and their familiarity with both the historic and potential production in the region the company believe Ubiquitech Software is well-positioned to pursue selected acquisitions from the fragmented and capital-constrained owners of mineral rights throughout Western Kentucky.

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

There are many factors that influence the real or perceived value of a lease. These factors include, but are not limited to, oil or petroleum spot and futures prices, geo-political risk, natural disasters, scarcity of leases, and the current owner’s personal perception of value. During the past two years Ubiquitech Software has witnessed wild price fluctuations of the price of crude oil. In times of rising prices the perception of lease value can increase sharply, while correspondingly, any measurable decline in the price of crude makes development of oil producing property less profitable, and the cost of entry declines accordingly. While the cost of the underlying leases may not directly affect its development costs, it has a direct impact on the cost of financing the overall project. While no assurances can be provided, the company believe that in times of rising prices the company anticipate relatively limited restrictions on its access to capital. However, cyclical downturns in the sector marked by significant declines in crude prices make access to capital more difficult. See “Part II, Item 7, Management’s Discussion - Liquidity and Capital Resources.”

If Ubiquitech Software is successful in acquiring the Oakley Lease and other oil and gas properties, its properties will be subject to customary royalty interests, liens under indebtedness, liens incident to operating agreements and liens for current taxes and other burdens, including mineral encumbrances and restrictions. Further, any debt will likely be secured by first and second liens on substantially all of its assets. The company do not believe that any of these burdens materially interferes with the use of its properties in the operation of its business. Navitas has represented to it and the company believe that Ubiquitech Software has or will have satisfactory title to the Oakley Lease. It is expected that the definitive agreement with Navitas will contain customary representations and warranties regarding title. As is customary in the oil and gas industry, title searches are made at the time of acquisition of undeveloped properties and title opinions from counsel or experienced professional landmen are conducted when acquiring producing properties or before beginning drilling operations. However, any acquisition of producing properties without obtaining title opinions would subject it to a greater risk of title defects.

Industry Overview

The natural gas and oil industry has experienced rising and volatile prices in recent years. As a commodity, global natural gas and oil prices respond to macro-economic factors affecting supply and demand. In particular, world oil prices have risen in response to political unrest and supply uncertainty in Iraq, Venezuela, Nigeria and Iran, and increasing demand for energy in rapidly growing economies, notably India and China. In its opinion, the greater the geo-political risk, macro-economic pressure causing rising world prices and the consequential impact on supply, North American prospects have become more attractive. Escalating conflicts in the Middle East and the ability of OPEC to control supply and pricing are some of the factors having a negative impact on the stability, availability and predictability of global supply. While foreign political unrest and instability may cause increased demand for domestic sources of production, increased global demand for base commodities and infrastructure materials have increased costs of steel and other products used to construct drilling rigs and pipeline infrastructure, as well as higher drilling and well-servicing rig rates, all of which are driving forces in the escalating costs of production of domestic supply. The company's market is affected by many factors beyond its control, such as the availability of other domestic production, commodity prices, the proximity and capacity of natural gas and oil pipelines, and general fluctuations of global and domestic supply and demand. The company do not anticipate difficulty in finding additional sales opportunities, as and when needed. Natural gas and oil sales prices are negotiated based on factors such as the spot price for natural gas or posted price for oil, price regulations, regional price variations, hydrocarbon quality, distances from wells to pipelines, well pressure, and estimated reserves. Many of these factors are outside its control. Natural gas and oil prices have historically experienced high volatility, related in part to ever-changing perceptions within the industry of future supply and demand. EMPLOYEES

As of the date of this report the company employ two (2) persons, including its two members of management. Upon closing of the acquisitions of the Oakley Lease, of which there is no assurance, the company expect to initially retain four (4) part time employees. As drilling production activities increase, the company intend to hire additional technical, operational and administrative personnel as appropriate. Ubiquitech Software is using and will continue to use the services of independent consultants and contractors to perform various professional services, particularly in the area of land services, reservoir engineering, geology drilling, water hauling, pipeline construction, well design, well-site monitoring and surveillance, permitting and environmental assessment. The company believe that this use of third-party service providers may enhance its ability to contain capital costs, general and administrative expenses.

None of its employees or the employees of Navitas are members of a union. The company consider its employee labor relations to be good.

Competition

The oil and gas industry is intensely competitive and, as an early-stage company, the company must compete against larger companies that may have greater financial and technical resources than the company do and substantially more experience in its industry. These competitive advantages may better enable its competitors to sustain the impact of higher exploration and production costs, oil and natural gas price volatility, productivity variances between properties, overall industry cycles and other factors related to its industry. These factors may also put it at a disadvantage with respect to its ability to acquire prospective properties, develop reserves, attract and retain quality personnel and raise capital.

While no assurances can be given that the company will be successful in its efforts described herein, the company believe Ubiquitech Software has a number of strengths that the company believe will help it successfully execute its strategy, including:

• Acquisition and Development Strategy. Ubiquitech Software has what the company believe to be a relatively low-risk acquisition and development strategy compared to some of its competitors. The company will preferably acquire properties that have proven current production, with a relatively short-term projected pay-back, and with potential growth and upside in terms of development, enhancement and efficiency. The company also plan to minimize the risk of natural gas and oil price volatility by developing a sales model inclusive of portfolio of pricing for its production as the company strive to expand and as market conditions permit.
• Experienced Management Team and Operational Partner with Strong Technical Capability. Once the acquisition of the Oakley Lease is completed and members of Navitas join its company, the company believe the company will have a management and advisory team rich in experience. The company's go-forward strategy will employ the extensive skill sets of the various industry professionals, including geologists; petroleum engineers; field operations manager; as well as significant experience in the financial markets and financing of oil & gas properties in particular.
• Incentivized Management. It is its intention to weight the compensation arrangements for its executive officers on a performance based scale, with the emphasis being weighted toward future performance. The company feel that this will provide the greatest probability of increasing shareholder value.

References

1. ^ http://ubiquitechsoftware.com