As filed with the Securities and Exchange Commission on December 14, 2006
                                                           Registration No. 333-

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM SB-2
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               UC HUB GROUP, INC.
                 (Name of small business issuer in its charter)

           Nevada                          4813                   88-0389393
(State or other Jurisdiction   (Primary Standard Industrial   (I.R.S. Employer
     of Incorporation or        Classification Code Number)  Identification No.)
        Organization)

                      285 East Warm Springs Road, Suite 105
                             Las Vegas, Nevada 89119
                                 (702) 991-2059
          (Address and telephone number of principal executive offices
                        and principal place of business)

                                  Larry Wilcox
                             Chief Executive Officer
                               UC Hub Group, Inc.
                            285 E. Warm Springs Road
                             Las Vegas, Nevada 89119

                                 (888) 883-5893
            (Name, address and telephone number of agent for service)

                                   Copies to:
                             Gregory Sichenzia, Esq.
                       Sichenzia Ross Friedman Ference LLP
                          1065 Avenue of the Americas,
                            New York, New York 10018
                                 (212) 930-9700
                              (212) 930-9725 (Fax)

                APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
     From time to time after this Registration Statement becomes effective.

If any securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_| ________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| ________



If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| ________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_| ________

CALCULATION OF REGISTRATION FEE



                                                                PROPOSED
                                                                 MAXIMUM      PROPOSED MAXIMUM     AMOUNT OF
  TITLE OF EACH CLASS OF SECURITIES TO BE     AMOUNT TO BE   OFFERING PRICE      AGGREGATE       REGISTRATION
                 REGISTERED                    REGISTERED     PER SHARE (1)    OFFERING PRICE         FEE
- -------------------------------------------   ------------   --------------   ----------------   ------------
                                                                                         
Common stock, $.001 par value issuable upon
  conversion of the Original Issue Discount
  Self-Liquidating Convertible Debenture        7,560,000         $0.05          $378,000            $40.45


(1)   Estimated solely for purposes of calculating the registration fee in
      accordance with Rule 457(c) and Rule 457(g) under the Securities Act of
      1933, using the average of the high and low price as reported on the
      Over-The-Counter Bulletin Board on December 12, 2006, which was $.05 per
      share.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.



      PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED December 14, 2006

                               UC HUB GROUP, INC.
                               7,560,000 SHARES OF
                                  COMMON STOCK

This prospectus relates to the resale by the selling stockholder of up to
7,560,000 shares of our common stock, issuable upon the conversion of an
Original Issue Discount Self-Liquidating Convertible Debenture in a principal
amount of $378,000, which has a conversion price of $0.05 per share (subject to
adjustment as provided in the Debenture). The selling stockholder may sell
common stock from time to time in the principal market on which the stock is
traded at the prevailing market price or in negotiated transactions. The selling
stockholders may be deemed to be an underwriter of the shares of common stock,
which they are offering. We will pay the expenses of registering these shares.

Our common stock is registered under Section 12(g) of the Securities Exchange
Act of 1934 and is listed on the Over-The-Counter Bulletin Board under the
symbol "uchb.ob". The last reported sales price per share of our common stock as
reported by the Over-The-Counter Bulletin Board on December 12, 2006, was $.05.

            INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS.
                    SEE "RISK FACTORS" BEGINNING ON PAGE 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is ________, 2006.

The information in this Prospectus is not complete and may be changed. This
Prospectus is included in the Registration Statement that was filed by UC Hub
Group, Inc. with the Securities and Exchange Commission. The selling
stockholders may not sell these securities until the registration statement
becomes effective. This Prospectus is not an offer to sell these securities and
is not soliciting an offer to buy these securities in any state where the sale
is not permitted.




                                TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements                           2
Prospectus Summary                                                             2
Risk Factors                                                                   4
Use Of Proceeds                                                                9
Market For Common Equity And Related Stockholder Matters                       9
Management's Discussion And Analysis Of Financial Condition
  And Results Of Operations                                                   10
Description Of Business                                                       12
Description Of Property                                                       14
Legal Proceedings                                                             14
Management                                                                    15
Executive Compensation                                                        16
Certain Relationships And Related Transactions                                18
Security Ownership Of Certain Beneficial Owners And Management                18
Description Of Securities                                                     19
Commission's Position On Indemnification For Securities Act Liabilities       20
Plan Of Distribution                                                          20
Selling Stockholders                                                          23
Legal Matters                                                                 26
Experts                                                                       26
Available Information                                                         27
Index to Consolidated Financial Statements                                   F-1


                                        1



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any prospectus supplement contain forward-looking
statements. We have based these forward-looking statements on our current
expectations and projections about future events.

In some cases, you can identify forward-looking statements by words such as
"may," "should," "expect," "plan," "could," "anticipate," "intend," "believe,"
"estimate," "predict," "potential," "goal," or "continue" or similar
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks outlined under "Risk
Factors," that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
such forward-looking statements.

Unless we are required to do so under U.S. federal securities laws or other
applicable laws, we do not intend to update or revise any forward-looking
statements.

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the "risk
factors" section, the financial statements and the notes to the financial
statements.

                               UC HUB GROUP, INC.

Overview

We were incorporated on February 27, 1999 in Nevada. We are a 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".

We also sell a municipal government software application called OurTown2, which
is designed to manage the interface between a municipal government and its
constituents or e-citizens.

Our executive offices are located at 285 E. Warm Springs Road, Suite 105, Las
Vegas, Nevada.

We incurred a net loss of $733,204 and $1,035,576 for the fiscal years ended
July 31, 2006 and 2005 respectively. There can be no assurance that we will ever
earn any profits.

The Offering:

Common stock offered by Selling
  Stockholder ......................   Up to 7,560,000 shares of common stock
                                       issuable upon the conversion of an
                                       Original Issue Discount Self-Liquidating
                                       Convertible Debenture in the principal
                                       amount of $378,000.

                                       This number represents 23.12% of our
                                       current outstanding stock.


                                       2



Common stock to be outstanding after
  the offering .....................   Up to 32,690,753 shares

  Use of proceeds ..................   We will not receive any proceeds from the
                                       sale of common stock We have received
                                       gross proceeds of $350,00 from the sale
                                       of  the Original Issue Discount Self-
                                       Liquidating Convertible Debenture. Except
                                       to pay off certain liabilities totaling
                                       approximately $327,000, the proceeds of
                                       the offering will be used for working
                                       capital purposes.

Over-The-Counter Bulletin Board
  Symbol ...........................   UCHB.OB

The above information regarding common stock to be outstanding after the
offering is based on 25,130,753 shares of common stock outstanding as of July
31, 2006 and assumes the subsequent conversion of the Convertible Debenture by
the selling stock holder.

JUNE 2006 SECURITIES PURCHASE AGREEMENT

Pursuant to a Securities Purchase Agreement, dated as of June 6, 2006 (the
"Securities Purchase Agreement"), we 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 have
been used to pay professional fees.

The Debenture was issued on June 7, 2007 and must be paid pursuant to its terms
by June 7, 2008. The principal amount of the Debenture is $378,000 and it is
convertible into our common stock, at the Purchasers' option, at a conversion
price equal to $0.05 per share (subject to adjustment as provided in the
Debenture). The Debenture does not bear interest. On the first 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, we 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 we breach 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, we also issued the investor (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 beginning on June 7, 2006 (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 the Initial Exercise Date and terminating on
the earlier of (a) 180 days following the date that 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 having an exercise price of $0.075 are exercisable on a cashless
basis if at any time after two years 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, unless the shares can be sold pursuant to Rule 144, of the Rules
and Regulations of the Securities Act of 1933, as amended, as amended in which
case such warrants may only be exercised on a cash basis.


                                        3



The warrants are exercisable 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. Additionally, on the last day the
warrant is exercisable, it shall be automatically exercised via cashless
exercise.

The conversion price of the Debenture and the exercise price of the warrants may
be adjusted in certain circumstances such as if we pay a stock dividend,
subdivide or combine outstanding shares of common stock into a greater or lesser
number of shares, sell equity securities at a price that is less than the
conversion price of the Debenture or take such other actions as would otherwise
result in dilution of the selling stockholder's position.

We are required to file a registration statement with the Securities and
Exchange Commission within 30 days of Closing Date (June 7, 2006), which
pursuant to an amendment to the registration rights agreement with the selling
shareholder will include 7,560,000 shares issuable upon conversion of the
Debenture. The Debenture will be in default if the registration statement is not
declared effective by the Securities and Exchange Commission on or prior to the
210th calendar day after the Closing Date.

Pursuant to an amendment to the agreement between the Selling Shareholder and
the Company the warrants having an exercise price of $.075 per share are
exercisable on or prior to the close of business on the third anniversary of the
Initial Exercise Date. In addition, this agreement amends the registration
rights agreement between the Company and the Selling Shareholder to provide that
the Company must, no later than 30 days after the registration statement filed
to register the shares of our common stock that are issuable upon conversion of
the Debenture is declared effective by the Securities and Exchange Commission,
file a registration statement to register not less than 150% of the number of
all Registrable Securities that were not included in this registration
statement.

The holder of the Debenture and the warrants may not convert the Debenture or
exercise their warrants and receive shares of our 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 4.99% 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
us, to change the beneficial ownership limitation to 9.99% of the number of
shares of the number of our 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.

We claim an exemption from the registration requirements of the Securities Act
of 1933, as amended (the "Act") for the private placement of these securities
pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder
since, among other things, the transaction did not involve a public offering,
the Purchasers were accredited Purchasers and/or qualified institutional buyers,
the Purchasers had access to information about us and their investment, the
Purchasers took the securities for investment and not resale, and we took
appropriate measures to restrict the transfer of the securities.

                                  RISK FACTORS

This investment has a high degree of risk. Before you invest you should
carefully consider the risks and uncertainties described below and the other
information in this prospectus. If any of the following risks actually occur,
our business, operating results and financial condition could be harmed and the
value of our stock could go down. This means you could lose all or a part of
your investment.


                                        4



                   RISKS RELATED TO OUR BUSINESS AND INDUSTRY

WE HAVE INCURRED LOSSES IN THE PAST WHICH CAN HAVE A DETRIMENTAL EFFECT ON THE
LONG-TERM CAPITAL APPRECIATION OF OUR STOCK.

Although we were formed in February 1999, we have made several acquisitions and
dispositions, and as a result, our prospects must be considered in light of
inherent risks, expenses and difficulties encountered by companies in their
early stage of development, particularly companies in new and evolving markets.
These risks include acceptance of our products by consumers in an evolving and
unpredictable business environment and the lack of a well-developed brand
identity. We incurred a net loss of $733,204 for the fiscal year ended July 31,
2006. We cannot give any assurance that we will ever generate significant
revenue or have profits. In addition, we anticipate that we will require
additional capital commitments during 2007 to sustain our operations. This could
have a detrimental effect on the long-term capital appreciation of our stock.

THERE CAN BE NO ASSURANCE THAT WE WILL EVER ACHIEVE PROFITABILITY.

Our revenues and operating results may fluctuate from quarter to quarter and
from year to year due to a combination of factors, including, but not limited
to, cost of production, volume of sales and variations in expenditures for
personnel and marketing. There can be no guarantee that we will be able to
achieve profitability on a quarterly or annual basis. If we do not achieve
profitability, our business will be adversely affected and investors may lose
all or substantially all of their investment.

WE WILL NEED ADDITIONAL FINANCING TO DEVELOP OUR PRODUCTS AND SERVICES AND TO
MEET OUR CAPITAL REQUIREMENTS WHICH CAN CAUSE DILUTION.

Our plan of operation calls for additional capital to facilitate growth and
support our long-term development, acquisition strategy and marketing programs.
It is likely that 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 activates 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 have the funds necessary to maintain our operations, without
additional funding, 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, our independent auditors have included a going concern opinion in
connection with its audit of our financial statements for the fiscal years ended
July 31, 2005 and 2006 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. Our existence is dependent upon
management's ability to develop profitable operations.


                                       5



IF WE ARE UNABLE TO RETAIN THE SERVICES OF KEY PERSONNEL, WE MAY NOT BE ABLE TO
CONTINUE OUR OPERATIONS.

Our business is dependent upon Larry Wilcox. Mr. Wilcox understands the Digital
distribution hub arena and has positioned us to offer some key vertical services
to a Digital City. Loss of services of Mr. Wilcox could have a significant
adverse effect on our direction, the necessary chronology, operations and
prospects.

OUR MINIMAL STAFF MAY HAVE DIFFICULTY MANAGING OUR OPERATIONS.

We employee only one person and hire consultants on an as needed basis to run
our operations. As a result, our ability to increase our business is limited.
Additionally, 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 employees. Because of our
limited funds, there can be no assurance that we will be able to employ
qualified persons on acceptable terms.

WE MAY EXPERIENCE INFRINGEMENT OF OUR INTELLECTUAL PROPERTY RIGHTS.

We do not currently own any 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.

WE HAVE MANY COMPETITORS AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AGAINST
THEM.

There are many competitors that sell software that competes with our OurTown2
software. In the high-end market, HTE is the leader in municipal government
software with a focus on accounting. They have a small work order module
attached to a utility management system and have acquired Click2Gov for Internet
capabilities. Another competitor is Sun Coast, which sells a 311 call center
solution with CRM back-end. As for the mid-range market, some of our significant
competitors are Accela, Azteca, GIS-centric, Asset Management System, Hansen,
and CarteGraph. The Internet based market also provides competitors, some of
whom are EGovernment, County e-gov, and EGov.

Most of our competitors are substantially larger than us and greater financial
resources and personnel than we do. As a result, our ability to complete with
them is limited.

WE MAY MAKE ACQUISITIONS OR FORM JOINT VENTURES THAT ARE UNSUCCESSFUL.

Our ability to grow is dependent on our ability to successfully acquire other
companies. 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; however, because of our limited funds, we may not be able to
purchase those companies that we have identified as potential acquisition
candidates. Additionally, we may have difficulty managing 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.

WE DO NOT HAVE ANY PATENTS, COPYRIGHTS OR TRADEMARKS

We do not currently own any 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 other firms.
Furthermore, in the event that any our competitors are able to secure
intellectual property rights protection on intellectual property that we possess
we might be precluded from using any such intellectual property.


                                       6



              RISKS RELATING TO OUR CURRENT FINANCING ARRANGEMENT

THERE ARE A LARGE NUMBER OF SHARES UNDERLYING OUR ORIGINAL ISSUE DISCOUNT
SELF-LIQUIDATING CONVERTIBLE DEBENTURE AND WARRANTS THAT MAY BE AVAILABLE FOR
FUTURE SALE AND THE SALE OF THESE SHARES MAY DEPRESS THE MARKET PRICE OF OUR
COMMON STOCK.

As of July 31, 2006, we had 25,130,753 shares of common stock issued and
outstanding. Additionally, 7,560,000 shares of common stock are issuable upon
conversion of the convertible debenture sold to the selling shareholder and we
also have outstanding warrants to purchase 15,120,000 shares of our common stock
(of which 7,560,000 warrants have an exercise price of $0.075 per share and
7,560,000 warrants have an exercise price of $0.05 per share). The sale of these
shares may adversely affect the market price of our common stock.

IF WE ARE REQUIRED FOR ANY REASON TO REPAY THE OUTSTANDING ORIGINAL ISSUE
DISCOUNT SELF-LIQUIDATING CONVERTIBLE DEBENTURE, WE WOULD BE REQUIRED TO DEPLETE
OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE ADDITIONAL FUNDS. OUR FAILURE TO
REPAY THE ORIGINAL ISSUE DISCOUNT SELF-LIQUIDATING CONVERTIBLE DEBENTURE, IF
REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE
OF SUBSTANTIAL ASSETS.

Pursuant to a Securities Purchase Agreement, dated as of June 6, 2006 (the
"Securities Purchase Agreement"), we sold an Original Issue Discount
Self-Liquidating Convertible Debenture having a principal amount of $378,000
(the "Debenture'). 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 our 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, we 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 we breach 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). We anticipate that the full amount of the Debenture will be
converted into shares of our common stock, in accordance with its terms. If we
were required to repay the Debenture, we would be required to use our limited
working capital and raise additional funds. If we were unable to repay the
Debenture when required, the holder could commence legal action against us to
recover the amounts due. Any such action may require us to curtail or cease
operations.

                       RISKS RELATING TO OUR COMMON STOCK

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, such as us, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, 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 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.


                                       7



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. For
any transaction involving a penny stock, unless exempt, the rules require:

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

      2     the broker or dealer receive 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:

      1     obtain financial information and investment experience objectives of
            the person; and

      2     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 Commission relating to the penny
stock market, which, in highlight form:

      1     sets forth the basis on which the broker or dealer made the
            suitability determination; and

      2     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.

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

Because we are not profitable, 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 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.


                                       8



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 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.

OUR COMMON STOCK MAY EXPERIENCE SIGNIFICANT PRICE AND VOLUME VOLATILITY, WHICH
SUBSTANTIALLY INCREASES THE RISK THAT YOU MANY 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, you may not be able to sell your shares of common
stock when you desire to do so.

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.

The price of our common stock that will prevail in the market may be higher or
lower than the price you pay. Certain factors, some of which are beyond our
control, that may cause our share price to fluctuate significantly include, but
are not limited to, the following:

o     Variations in our quarterly operating results;

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

o     Changes in market valuations of similar companies;

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

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

o     Additions or departures of key personnel; and

o     Fluctuations in stock market price and volume.

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

                                 USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and
sold from time to time by the selling stockholder. We will not receive any
proceeds from the sale of shares of common stock in this offering. In addition,
we have received gross proceeds of $350,000 from the sale of the Original Issue
Discount Self-Liquidating Convertible Debenture and the proceeds have been used
to pay of professional fees and for working capital purposes.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since the change of control and the change of our corporate name on June 2,
2004, our common stock has been quoted on the OTC Bulletin Board under the
symbol "UCHB.OB." Before the change in control, our symbol was "ETIX.OB." For
the periods indicated, the following table sets forth the high and low bid
prices per share of common stock. These prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent
actual transactions.


                                       9



                                  Common Stock
                                  ------------
                                  High     Low
                                  ----     ---
Fiscal Year Ended July 31, 2006
First Quarter                      .65     .40
Second Quarter                     .10     .02
Third Quarter                      .14     .05
Fourth Quarter                     .07     .04

Fiscal Year Ended July 31, 2005
First Quarter                      .65     .40
Second Quarter                     .26     .47
Third Quarter                      .35     .06
Fourth Quarter                     .37     .06

HOLDERS

As of October 31, 2006, we had approximately 95 holders of our common stock. 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 security brokers, dealers, and registered clearing
agencies. The transfer agent of our common stock is Corporate Stock Transfer in
Denver Colorado, (303) 282-4800.

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 the Board of Directors and will be dependent upon our financial
condition, results of operations, capital requirements, and such other factors
as the Board of Directors deem relevant.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Some of the information in this prospectus contains forward-looking statements
that involve substantial risks and uncertainties. You can identify these
statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read statements that contain these words carefully because they:

      1     discuss our future expectations;

      2     contain projections of our future results of operations or of our
            financial condition; and

      3     state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may
be events in the future that we are not able to accurately predict or over which
we have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this prospectus. See "Risk Factors."

RESULTS OF OPERATIONS

Comparison of the Twelve Months Ended July 31, 2006 to the Twelve Months Ended
July 31, 2005:

Revenue. Our total revenue was $306,480 for the 12 months ended July 31, 2006
compared to $2,967,949 for the same period ended July 31, 2005, a decrease of
$2,661,469 or approximately 90 percent. We sold our wholly-owned subsidiary,
AllCom, to Qwest Communications in September 2005 and eSafe, Inc. to PSPP
Holdings in April 2006.

Gross Profit. Our gross loss was $63,717 or approximately 21 percent of sales
for the 12 months ended July 31, 2006 versus $838,727 or approximately 28
percent of sales for the 12 months ended July 31, 2005. The decrease in gross
profit percent during the period resulted from the settlement of the Qwest
liability. The decrease in gross profit dollars was the result of reduced sales.


                                       10



Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("SG&A") for the 12 months ended July 31, 2006 were
$669,782, a decrease of $1,204,521 or approximately 64 percent compared to SG&A
of $1,874,303 for the 12 months ended July 31, 2005. The reduction is primarily
attributable to the elimination of unprofitable business as described above.

Interest Expense. We incurred $0 of interest expense during the 12 months ended
July 31, 2006, compared to interest expense of $5,100 incurred during the 12
months ended July 31, 2005. The decrease is a result of having converted
substantially all of our convertible debentures and eliminated the interest
expense liability.

Net Income (Loss). Our net loss for the 12 months ended July 31, 2006 was
$733,204, a decrease of $302,372 or approximately 29 percent compared to a loss
of $1,035,576 for the year ended July 31, 2005. The improvement and generation
of net income was due primarily to the elimination of unprofitable business.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2006, we had a working capital deficit of ($834,006). We
generated a deficit in cash flow from operations of $1,666,981 for the 12 months
ended July 31, 2006. The decrease in cash flow from operating activities for the
period was primarily attributable to pay-off of some debt obligations.

We met our cash requirements during the period through proceeds from a long-term
debt obligation and Additional Paid-In Capital of $1,453,504. This resulted in
net cash provided by financing activities of $1,758,469.

We estimate our business operational expenses during the next 12 months will be
approximately $1 million.

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 aising the funds required.

By adjusting our operations and development to the level of capitalization, we
believe we 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. Depending upon our ability to commercialize our new
electronic cards and e card business, we may need to reduce our operations if we
do not obtain any financing as anticipated or even before that date.

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, 2005 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.


                                       11



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.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

                             DESCRIPTION OF BUSINESS

GENERAL

We are a 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." Our operating subsidiary is
THREE Inc., a Nevada corporation. THREE Inc. distributes voice, video and data
services to the end user.

We also sell a municipal government software application called OurTown2, which
is designed to manage the interface between a municipal government and its
constituents or e-citizens.

Our executive offices are located at 285 E. Warm Springs Road, Suite 105, Las
Vegas, Nevada.

CORPORATE INFORMATION AND HISTORY

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. AllCom
USA had a support infrastructure in place as a switchless reseller of long
distance and related services. Because of the FCC changes that allowed the Bell
Operating Companies the right to sell Local and long distance services, Allcom
was no longer able to compete as a re-seller of only long distance business.
Therefore, in September 2005, ALLCOM sold its long distance customer base to
Mobile Pro and has discontinued its long distance 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.
Pursuant to an asset acquisition agreement, on April 10, 2006, we sold to PSPP
Holdings, Inc. substantially all of the assets owned by eSafe, Inc. In
connection with the sale of our interests in eSafe Inc., we received
approximately 22,890,936 shares of the common stock of PSPP Holdings Inc. and
1,000,000 shares of the Preferred Series A were issued to the Wilcox Family
Limited Partnership. In connection with the sale the assets of eSafe, Larry
Wilcox, of Chief Executive Officer, is entitled to an employment agreement with
PSPP, which has not yet been executed by either Mr. Wilcox or PSPP.


                                       12



On March 5, 2004, in accordance with an Agreement and Plan of Merger dated May
28, 2003, New ETI, Inc., a California corporation, and a wholly owned subsidiary
of Expertise Technology Innovation, Inc., merged with and into United
Communications Hub, Inc., a California corporation, with United Communications
Hub continuing as the surviving corporation and as our wholly owned subsidiary.
We changed our name on June 2, 2004 from Expertise Technology Innovation, Inc.
to UC Hub Group, Inc. In connection with the merger, we issued 4,231,292 shares
of our Series A preferred stock to the stockholders of United Communications
HUB. Each share of our Series A preferred stock entitles the holder to 60 votes
on each matter that may come before a meeting of the stockholders. Larry Wilcox,
V. William Thompson, and Michael Sharbrough were elected to our board of
directors. Our previous officers and directors resigned. Mr. Wilcox was
appointed our president and chief executive officer and chief financial officer.

In July 2004, we acquired the assets and intellectual properties of Govt.com,
including the municipal government software called OurTown2. This acquisition
helped fill a void for software support in the Digital City vision.

In 2006, we formed Three, Inc. a Nevada corporation.

      On April 3, 2006, the Company moved its corporate offices to 285 East Warm
Springs Road, Suite 105 Las Vegas, Nevada 89119, telephone (888) 883-5893

Business

Our overall strategic plan is to develop, add and offer synergistic services
that drive electronic distribution to the constituents of a municipality which
we call a Digital City. 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 transaction-based and usage-based business. Our long-term vision is to
support the convergence of biometrics, Internet and wireless technologies (web
centric/mobile centric) to enable user-friendly distribution hub for the key
infrastructure and key verticals of a digital city. We intend to support this by
a usage gateway that facilitates revenue-generating services achieved through
industry partnerships and strategic alliances. Our current focus is to service
the triple play through our wholly owned subsidiary, THREE Inc., which is a
Nevada corporation, and compliment it with our new municipal software.

Three, Inc. is a next generation of digital distribution for the home and mobile
markets. Three Inc. currently shares office space with UC Hub. Mr. Wilcox and
various consultants perform services for Three Inc. Three was formed to become a
database marketing company that will enter the market by leveraging the
acquisition and ownership of its databases and sell digital distribution
services, including voice, video and data. In 2006, Three Inc. entered into a
Directv MDU Key Account Operator Agreement with DirectTV, Inc. DirectTv operates
a direct broadcast satellite service through which subscribers are able to
receive video, audio, data and other programming distributed by DirectTV via a
direct broadcast satellite system. Pursuant to the agreement with DirectTV,
Three Inc. will sell and offer DirectTV content to certain multiple dwelling
residential units and shall receive revenue for both the initial sign up and the
on going monthly revenue per customer. We are currently working on attaining the
necessary equipment to distribute DirectTv to the multiple dwelling residential
units and have not yet sold any DirectTV content.

OurTown2 is our municipal government software that interfaces customer or
citizen with municipal government management software that has been sold and/or
licensed to multiple cities throughout the United States. The base software code
has been updated and enhanced to include expanded transaction-based services for
a municipality to increase revenue while maintaining the audit requirements
needed to comply with state and federal funding programs. A companion product
helps governments reduce the burden on their 911 call centers by providing
online answers to citizens' frequently asked questions. The software can
schedule, track, manage, report, query, do costing analysis, budget and allocate
resources.


                                       13



OurTown2 currently has software license and maintenance contracts with 11
cities, including Atlanta, Georgia, with online services available to over one
million residents. The 11 cities can now be offered some of our complimentary
software services including VoIP, Wi-Fi, payroll and electronic payments. The
software helps municipalities manage their city infrastructure and makes the
interface with their citizens more responsive and natural.

The software infrastructure 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 property is a key asset that we expect will
create barriers to entry for the competition with respect to development and
implementation times for competing software applications.

On September 27, 2006, we acquired the assets of International Wastewater
Systems, Inc., which is an operating private water treatment system company
("International Wastewater"), for 1,500,000 restricted shares of our common
stock and an additional amount of 1,500,000 restricted shares of our common
stock upon hitting certain benchmarks to be agreed upon. Notwithstanding this,
in the event the assets of International Wastewater, after acquisition, are sold
or made available in some new corporate form, the additional 1,500,000 shares
will be deemed earned by the original owners of International Wastewater.

Currently, we have one employee, Larry Wilcox, our Chief Executive Officer and
Chief Financial Officer. Mr. Wilcox is also employed by another company and as a
result may devote work for us on less than a full-time basis. As we grow, we
will need to hire full-time qualified employees. Although we have experienced no
work stoppages and believe our relationships with our consultants and employee
are good, we could be unsuccessful in attracting and retaining the persons
needed. Neither Mr. Wilcox nor our consultants are currently represented by a
labor union.

                             DESCRIPTION OF PROPERTY

In April 2006, we moved our corporate offices to 285 East Warm Springs Road, Las
Vegas Nevada, Suite 105. We rent on a month to month basis approximately 1200
square feet in Las Vegas, Nevada for 900 dollars a month. We believe that all of
our facilities are adequate for current operations for at least the next 12
months. However, we expect that we could locate other suitable facilities at
comparable rates, should we need more space.

                                LEGAL PROCEEDINGS

John A. Fee, Travis Horton, Park Cities Dental Associates vs. UC HUB; Case No.
RCV093990, In the Superior Court of the State of California, San Bernardino
County. Filed on March 21, 2006, the Plaintiff claims his shares should not have
been converted and that he didn't get notice of the merger or public hearing. He
did not show up at any meetings and it is unclear what the exact basis and
nature of his claim is at this point. We intend to defend against this lawsuit
vigorously.

LA Commercial Group dba Continental Commercial Group v. Allcom USA, Inc., Case
No. RCV 094431, filed on April 5, 2006 in the Rancho Cucamonga Superior Court.
The claim involved a demand for past due rent in the amount of $39,033.02 by the
previous landlord of our subsidiary, Allcom. A default Judgment was obtained on
May 30, 2006. We are currently trying to negotiate a settlement.

We are not engaged in any other material litigation, and we are unaware of any
material other claims or complaints that could result in future litigation. 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 onducting business.


                                       14



                                   MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

As October 31, 2006, our directors and executive officers, their ages, positions
held, and duration of such, are as follows:



Name                   Position Held with our Company          Age   Position held Since
- ------------   ---------------------------------------------   ---   -------------------
                                                                    
Larry Wilcox   Chairman, President, Chief Executive Officer,    57           1999
                    Chief Financial Officer and Director


Our executive officers are elected annually by our board of directors.

Business Experience

The following is a brief account of the education and business experience during
at least the past five years of each director, executive officer and key
employee, indicating the principal occupation during that period, and the name
and principal business of the organization in which such occupation and
employment were carried out.

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 successful 20-year career in international television and the
entertainment industry.

Committees of the Board

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 prospectus.

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. Our
board has not yet appointed the members of our audit committee and as a result
we do not have a financial expert serving on the audit committee.

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.


                                       15



COMPENSATION OF DIRECTORS

We do not compensate any of our directors for their services as directors.
However, we do reimburse our directors for expenses incurred in attending board
meetings.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The code of ethics is
designed to deter wrongdoing and to promote:

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

      o     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;

      o     Compliance with applicable governmental laws, rules and regulations;

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

      o     Accountability for adherence to the code.

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, Las Vegas, Nevada 89119.

                             EXECUTIVE 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, 2006, 2005, and
2004. No other officer had compensation of $100,000 or more for 2006, 2005 and
2004.

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, 2006, 2005, and
2004. No other officer had compensation of $100,000 or more for 2006, 2005, and
2004.

                           SUMMARY COMPENSATION TABLE



                                                                       LONG TERM COMPENSATION
                                                                -----------------------------------
                                                                          AWARDS
                                  ANNUAL COMPENSATION           -------------------------   PAYOUTS
                            ---------------------------------   RESTRICTED    SECURITIES    -------
                                                 OTHER ANNUAL      STOCK      UNDERLYING      LTIP      ALL OTHER
NAME AND PRINCIPAL                       BONUS   COMPENSATION    AWARD(S)    OPTIONS/SARS   PAYOUTS   COMPENSATION
POSITION             YEAR   SALARY ($)    ($)        ($)            ($)           (#)         ($)         ($)
- ------------------   ----   ----------   -----   ------------   ----------   ------------   -------   ------------
                                                                                
Larry Wilcox (1)     2006    $138,826
                     2005    $138,826      $0       $10,254         $0            $0          $0        $149,080
                     2004    $138,826      $0       $10,254         $0            $0          $0        $149,080


(1)   Mr. Wilcox is our Chief Executive Officer, Director and Chief 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. This conflicts with the
      paragraph on employment agreements. Because of cash flow constraints, the
      Company has not paid Mr. Wilcox his entire salary. As of July 31, 2006,
      the Company owes Mr. Wilcox $565,679 in unpaid salary.


                                       16



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

o     A base salary,

o     A performance bonus, and

o     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 2006, the
following base salary was paid to our executive officers:

Larry Wilcox: $138,826

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 2006 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 2006 no stock
option grants where given to any of our executive officers.

OPTION GRANTS IN THE LAST FISCAL YEAR

No options were granted to our executive officers during the year-ended July 31,
2006.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES

No options were granted to our executive officers during the year ended July 31,
2006.


                                       17



                              EMPLOYMENT AGREEMENTS

We have entered into various employment agreements with certain of our officers
and affiliated parties, as follows:

o     We have entered into an Employment Agreement dated as of February 1, 2002
      with Larry Wilcox pursuant to which he will serve as our 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.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Larry Wilcox, has made a series of loans to the Company and has from time to
time waived his salary.

Pursuant to an asset acquisition agreement, on April 10, 2006, we sold to PSPP
Holdings, Inc. substantially all of the assets in our wholly owned subsidiary
eSafe, Inc., a developer and distributor of bank sponsored debit and payroll
cards and related services. In connection with the sale of our interests in
eSafe Inc. we received a total 22,890,936 shares of the common stock of PSPP
Holdings Inc. and 1,000,000 shares of the Preferred Series A were issued to the
Wilcox Family Limited Partnership. Larry Wilcox, our Chief Executive Officer and
Chief Financial Officer, is the trustee, custodian or agent for the Wilcox
Limited Partnership. In connection with this transaction, the Company, Mr.
Wilcox and the Wilcox Limited Family Partnership entered into a voting
agreement, which, until the Expiration Date (as defined in the voting agreement)
prohibits certain transfers on the sale of the shares of UC Hub owned by Mr.
Wilcox and the Wilcox Family Limited Partnership and the shares issued to them
in connection with the sale asset sale. The voting agreement also required Mr.
Wilcox and the Wilcox Family Partnership to vote to approve the asset
acquisition agreement. The obligations of eSafe and UC Hub Group are subject, at
their option are subject to the following conditions:

PSPP Holding's having not less than $90,000 in cash available, plus a firm
commitment for $100,000 within 30 days after the Closing (as defined in the
acquisition agreement); and

PSPP Holding's extending offers to Larry Wilcox, Tom Maher and Robert Van Boerum
to join its board of directors and serve on its board for not less than 24
months after Closing and for Larry Wilcox as Chairman/CEO to have appropriate
powers and an employment agreement.

The Company currently owes $565,679 to Larry Wilcox, its Chief Executive
Officer, for unpaid salary.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of July 31, 2006, information concerning
ownership of our securities by:

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

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

o     Each director;

o     Each named executive officer; and

o     All directors and officers as a group.


                                       18





                                                          COMMON STOCK         PREFERRED STOCK
                                                          BENEFICIALLY          BENEFICIALLY
                                                           OWNED (2)              OWNED (3)
                                                       -----------------   ----------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1)                NUMBER   PERCENT     NUMBER       PERCENT
- ----------------------------------------------------   -------   -------   ------------   -------
                                                                               
Larry Wilcox (4) ...................................   793,347     15.5    1,616,944.33     48.9
Beth Herold ........................................       -0-      -0-      912,961.67    27.62
                                                       -------     ----    ------------    -----
All directors and officers as a group (6 persons) ..   793,347     15.5       2,529,906    76.52
                                                       =======     ====    ============    =====


- ----------
*     Less than one percent.

(1)   Unless otherwise indicated, the address for each of these stockholders is
      c/o HC Hub Group, Inc., 10390 Commerce Center Drive, Suite 250, Rancho
      Cucamonga, California 91730. 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)   Assumes that all shares of and the Series A preferred stock have been
      converted. The percentages of voting power prior to conversion are
      approximately the same.

(4)   Includes 18,971 shares of our common stock and 1,595,277.67 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, 187,500 shares of common stock exercisable upon exercise of
      options that are vested or will vest within 60 days, 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.

There are no arrangements or understandings among members of both the former and
the new control groups and their associates with respect to election of
directors or other matters.

                            DESCRIPTION OF SECURITIES

Our authorized capital stock consists 50,000,000 shares of common stock, par
value $0.001 per share, and 5,000,000 shares of convertible preferred stock,
which do not have a par value. A, and 3,654,932 shares of convertible preferred
stock were issued or outstanding.

The following summary of the material provisions of our common stock, series A
preferred stock, series B preferred stock, warrants, certificate of
incorporation and by-laws is qualified by reference to the provisions of our
certificate of incorporation and by-laws and the forms of warrants included as
exhibits to the registration statement of which this prospectus is a part.

COMMON STOCK

The holders of our common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Upon our dissolution, liquidation
or winding, our assets will be divided pro rata on a share-for-share basis
among holders of the shares of Common stock after any required distribution to
the holders of the preferred stock. All shares of Common Stock outstanding are
fully paid and non-assessable and the shares will, when issued upon payment
therefore as contemplated hereby, be fully paid and non-assessable. As of s of
July 31, 2006 25,130,753 shares of common stock were issued and outstanding.

PREFERRED STOCK

We are authorized to issue 5,000,000 shares of cumulative preferred stock, no
par value per share. The preferred shares are convertible to common stock at a
current ratio of 1:3. During the twelve months ended July 31, 2005, the Company
converted 197,524 shares of preferred stock outstanding into 592,573 shares
(post-split) of common stock.


                                       19



Series A Convertible Preferred Stock

As of October 31, 2006 we had 4,775,644 shares of its Series A Convertible
Preferred Stock issued and outstanding (the "Series A Preferred Stock"), par
value $0.001. The Series A Preferred Stock is convertible at the discretion of
the holder into our common stock of the Company at the rate of one share of
Series A Preferred Stock for three shares of common stock. The number of shares
eligible for conversion is limited to 1/12 of the number of shares outstanding
per month beginning in March 2004. At July 31, 2004, 615 shares of the Series A
Preferred Stock had been converted into 1,844,737 shares (post-split) of common
stock, and 3,655 shares of Series A Preferred Stock remained outstanding.

MARKET INFORMATION

Our common stock is quoted on the OTC Bulletin Board under the symbol "UCHB.OB."
The market for our common stock is characterized generally by low volume and
broad price and volume volatility.

     COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our by by-laws, provide, that our directors or officers shall be indemnified by
us against al expenses and liabilities, including counsel fees, reasonably
incurred by or imposed upon him or her in connection with any proceeding to
which he or she may be made a party, or in which he or she may become involved,
by reason of his being or having been a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he or
she is a director, officer, employee or agent at the time such expenses are
incurred, except in such cases wherein the director, officer, or employee is
adjudged guilty of willful misfeasance or malfeasance in the performance of his
or her duties; provided that in the event of a settlement the indemnification
herein shall apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation. The
Corporation shall provide to any person who is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the corporation,
partnership, joint venture, trust or enterprise, the indemnity against expenses
of suit, litigation or other proceedings which is specifically permissible under
applicable law. The effect of this provision is to eliminate our rights and our
shareholders (through shareholders' derivative suits on behalf of our company)
to recover damages against a director or officer for breach of the fiduciary
duty of care as a director or officer (including breaches resulting from
negligent or grossly negligent behavior), except under certain situations
defined by statute. We believe that the indemnification provisions in our
by-laws are necessary to attract and retain qualified persons as directors and
officers.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

                              PLAN OF DISTRIBUTION

      The selling stockholder of the common stock and any of their pledges,
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on the OTC Bulletin Board or any other stock
exchange, market or trading facility on which the shares are traded or in
private transactions. These sales may be at fixed or negotiated prices. The
selling stockholder may use any one or more of the following methods when
selling shares:

            1     ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

            2     block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;


                                       20



            3     purchases by a broker-dealer as principal and resale by the
                  broker-dealer for its account;

            4     an exchange distribution in accordance with the rules of the
                  applicable exchange;

            5     privately negotiated transactions;

            6     settlement of short sales entered into after the effective
                  date of the registration statement of which this prospectus is
                  a part;

            7     broker-dealers may agree with the selling stockholder to sell
                  a specified number of such shares at a stipulated price per
                  share;

            8     through the writing or settlement of options or other hedging
                  transactions, whether through an options exchange or
                  otherwise;

            9     a combination of any such methods of sale; or

            10    any other method permitted pursuant to applicable law.

      The selling stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available, rather
than under this prospectus.

      Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated, but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

      In connection with the sale of the common stock or interests therein, the
selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The selling
stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

      The selling stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The selling stockholder has
informed us that it does not have any written or oral agreement or
understanding, directly or indirectly, with any person to distribute the common
stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

      We are required to pay certain fees and expenses incurred by us incident
to the registration of the shares. We have agreed to indemnify the selling
stockholder against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.

      Because the selling stockholder may be deemed to be "underwriters" within
the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder. In
addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than under this prospectus. There is no underwriter or coordinating broker
acting in connection with the proposed sale of the resale shares by the selling
stockholder.


                                       21



      We agreed to keep this prospectus effective until the earlier of (i) the
date on which the shares may be resold by the selling stockholders without
registration and without regard to any volume limitations by reason of Rule
144(k) under the Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold pursuant to this prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale shares will be
sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

      Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the resale shares may not simultaneously engage
in market making activities with respect to the common stock for the applicable
restricted period, as defined in Regulation M, prior to the commencement of the
distribution. In addition, the selling stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the selling stockholder or any other
person. We will make copies of this prospectus available to the selling
stockholders and have informed them of the need to deliver a copy of this
prospectus to each purchaser at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act).

PENNY 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. For any transaction involving a penny stock, unless exempt, the
rules require:

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

      2     the broker or dealer receive 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:

      1     obtain financial information and investment experience objectives of
            the person; and

      2     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 Commission relating to the penny
stock market, which, in highlight form:

      1     sets forth the basis on which the broker or dealer made the
            suitability determination; and

      2     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.


                                       22



                              SELLING STOCKHOLDERS

The table below sets forth information concerning the resale of the shares of
common stock by the selling stockholders. We will not receive any proceeds from
the resale of the common stock by the selling stockholders. Assuming all the
shares registered below are sold by the selling stockholders, none of the
selling stockholders will continue to own any shares of our common stock. The
following table is based on 26,269,679 shares of our common stock which were
issued and outstanding as of September 30, 2006.

The following table also sets forth the name of each person who is offering the
resale of shares of common stock by this prospectus, the number of shares of
common stock beneficially owned by each person, the number of shares of common
stock that may be sold in this offering and the number of shares of common stock
each person will own after the offering, assuming they sell all of the shares
offered.



                                             Total
                         Total Shares of   Percentage                                                                Percentage
                           Common Stock     of Common      Shares of                                   Beneficial     of Common
                          Issuable Upon      Stock,       Common Stock    Beneficial   Percentage of    Ownership    Stock Owned
                          Conversion of     Assuming      Included in      Ownership    Common Stock    After the       After
                              Notes           Full         Prospectus     Before the    Owned Before    Offering       Offering
         Name            and/or Warrants   Conversion         (1)          Offering*     Offering*         (4)           (4)
- ----------------------   ---------------   ----------   ---------------   ----------   -------------   ----------    -----------
                                                                                                   
Crescent International
  Ltd, Ltd. (2)           7,560,0000(3)       22.32%    Up to 7,560,000    1,312,204       4.999%      1,312,204(5)     4.99%
                                                        shares of
                                                        common stock


*     These columns represent the aggregate maximum number and percentage of
      shares that the selling stockholders can own at one time (and therefore,
      offer for resale at any one time) due to their 4.99% limitation.

The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholders has sole or shared voting power or investment power and
also any shares, which the selling stockholders has the right to acquire within
60 days. The actual number of shares of common stock issuable upon the
conversion of the secured convertible notes is subject to adjustment depending
on, among other factors, the future market price of the common stock, and could
be materially less or more than the number estimated in the table.

(1) Pursuant to the registration rights agreement (as amended) between us and
the selling stockholder, we are required to include in this prospectus 100% of
the common stock (i) underlying the Original Issue Discount Self-Liquidating
Convertible Debenture. The Selling Stockholder may not to convert the Debenture
or exercise its warrants and receive shares of our 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 4.99% 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. Accordingly, the number of shares of common stock set forth
in the table for the selling stockholders exceeds the number of shares of common
stock that the selling stockholders could own beneficially at any given time
through their ownership of the secured convertible notes and the warrants. In
that regard, the beneficial ownership of the common stock by the selling
stockholder set forth in the table is not determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended.

(2) Maxi Brezzi and Bachir Taleb-Ibrahimi, in their capacity as managers of
Cantara (Switzerland) SA, the investment advisor to Crescent International Ltd.
have voting control and investment discretion over the shares owned by Crescent
International Ltd. Messrs. Brezzi and Taleb-Ibrahimi disclaim beneficial
ownership of such shares.


                                       23



(3) Includes (i) 7,560,000 shares of common stock issuable upon conversion of an
Original Issue Discount Self-Liquidating Convertible Debenture.

(4) Assumes that all securities registered will be sold.

(5) In connection with the sale of the Debenture, the selling shareholder was
also issued a warrant to purchase (i) 7,560,000 shares of our commons stock at
$.075 per share and (ii) 7,560,000 shares of our common stock at $.05 per share.
This amount only includes shares issuable upon the exercise of warrants to
purchase up to 4.99% of our issued and outstanding shares of common stock.

TERMS OF ORIGINAL ISSUE DISCOUNT SELF-LIQUIDATING CONVERTIBLE DEBENTURE AND THE
WARRANTS

Pursuant to a Securities Purchase Agreement, dated as of June 6, 2006 (the
"Securities Purchase Agreement"), we sold an Original Issue Discount Self
Convertible Debenture* having a principal amount of $378,000 to an accredited
investor (the "Debenture").

The Self-Liquidating Convertible 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 Self-Liquidating Convertible Debenture is due upon
a default under the terms of the Debenture.

An event of default under the Debenture occurs if:

(i) any default in the payment of (A) the principal amount of Debenture or (B)
liquidated damages and other amounts owing to a Holder on any Debenture, as and
when the same shall become due and payable (whether on a Conversion Date or the
Maturity Date or by acceleration or otherwise) which default, solely in the case
of clause (B) above, is not cured within 3 Trading Days;

(ii) we fail to observe or perform any other covenant or agreement contained in
the Self-Liquidating Convertible Debenture (other than a breach by us of our
obligations to deliver shares of Common Stock to the Holder upon conversion,
which breach is addressed in clause (xi) below) which failure is not cured, if
possible to cure, within the earlier to occur of (A) 5 Trading Days after notice
of such failure sent by the Holder or by any other Holder and (B) 10 Trading
Days after the we have become or should have become aware of such failure;

(iii) a default or event of default (subject to any grace or cure period
provided in the applicable agreement, document or instrument) shall occur under
(A) any of the Transaction Documents or (B) any other material agreement, lease,
document or instrument to which we or any Subsidiary is obligated (and not
covered by clause (vi) below);

(iv) any representation or warranty made in the Self-Liquidating Debenture, or
any other transaction document executed in connection with such Debenture, any
written statement pursuant hereto or thereto or any other report, financial
statement or certificate made or delivered to the Holder or any other Holder
shall be untrue or incorrect in any material respect as of the date when made or
deemed made;

(v) if we or any Significant Subsidiary shall be subject to a Bankruptcy Event;

(vi) if we or any Subsidiary shall default on any of its obligations under any
mortgage, credit agreement or other facility, indenture agreement, factoring
agreement or other instrument under which there may be issued, or by which there
may be secured or evidenced, any indebtedness for borrowed money or money due
under any long term leasing or factoring arrangement that (a) involves an
obligation greater than $150,000, whether such indebtedness now exists or shall
hereafter be created, and (b) results in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable;


                                       24



(vii) if our Common Stock shall not be eligible for listing or quotation for
trading on a Trading Market and shall not be eligible to resume listing or
quotation for trading thereon within 5 Trading Days;

(viii) if we shall be a party to any Change of Control Transaction or
Fundamental Transaction or shall agree to sell or dispose of all or in excess of
33% of its assets in one transaction or a series of related transactions
(whether or not such sale would constitute a Change of Control Transaction;

(ix) a Registration Statement shall not have been declared effective by the
Commission on or prior to the 210th calendar day after the Closing Date;

(x) if, during the Effectiveness Period (as defined in the Registration Rights
Agreement), either (a) the effectiveness of the Registration Statement lapses
for any reason or (b) the Holder shall not be permitted to resell Registrable
Securities (as defined in the Registration Rights Agreement) under the
Registration Statement for a period of more than 20 consecutive Trading Days or
30 non-consecutive Trading Days during any 12 month period; provided, however,
that if the we are negotiating a merger, consolidation, acquisition or sale of
all or substantially all of its assets or a similar transaction and, in the
written opinion of counsel to us, the Registration Statement would be required
to be amended to include information concerning such pending transaction(s) or
the parties thereto which information is not available or may not be publicly
disclosed at the time, we shall be permitted an additional 10 consecutive
Trading Days during any 12 month period pursuant to this provision;

(xi) we fail for any reason to deliver certificates to a Holder prior to the
fifth Trading Day after a Conversion Date pursuant to Section 4(d) or we shall
provide at any time notice to the Holder, including by way of public
announcement, of our intention to not honor requests for conversions of any
Debentures in accordance with the terms hereof; or

(xii) any monetary judgment, writ or similar final process shall be entered or
filed against us, any Subsidiary or any of their respective property or other
assets for more than $50,000, and such judgment, writ or similar final process
shall remain unvacated, unbonded or unstayed for a period of 45 calendar days.

If any Event of Default occurs, 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. Commencing
5 days after the occurrence of any Event of Default that results in the eventual
acceleration of the Debenture, a late fee on the Debenture shall accrue at a
rate equal to the lesser of 18% per annum or the maximum rate permitted under
applicable law. In connection with such acceleration described herein, the
Holder need not provide, and we waived, any presentment, demand, protest or
other notice of any kind, and the Holder may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and
all other remedies available to it under applicable law.

*     Any term capitalized herein but not defined shall have the meaning given
      to it in the Original Issue Discount Self-Liquidating Debenture.

In connection with the sale of the Debenture, we also issued (i) a warrant to
purchase 7,560,000 shares of our common stock at a purchase price of $.075 per
share, subject to adjustment as provided for in the warrant and a term of
exercise beginning on June 7, 2006 (the "Initial Exercise Date") and terminating
(as the result of an amendment to the warrant agreement) on the third
anniversary of the Initial Exercise Date and (ii) a warrant to purchase
7,560,000 shares of the our 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 second anniversary of the Initial Exercise Date.
The warrants are exercisable 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. Additionally, on the last day the
warrant is exercisable, it shall be automatically exercised via cashless
exercise. In the event the warrants are exercised for cash, we will receive the
amount of the exercise price paid by the warrant holder and the proceeds from
such sale will be used for working capital purposes.


                                       25



In addition, the conversion price of the Debenture and the exercise price of the
warrants may be adjusted in certain circumstances such as if we pay 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.

Pursuant to the registration rights agreement between us and the selling
shareholder, we were to have filed a to file a registration statement with the
Securities and Exchange Commission by July 7, 2006. Pursuant to an amendment to
an agreement between us and the selling shareholder, the registration rights
agreement between us and the selling shareholder was amended to provide that the
initial registration statement filed by us in connection with the sale of the
Debenture to the selling shareholder shall only include the include 7,560,000
shares issuable upon conversion of the Debenture and we must, no later than 30
days after the registration statement filed to register the shares of our common
stock that are issuable upon conversion of the Debenture is declared effective
by the Securities and Exchange Commission, file a registration statement to
register the shares issuable upon exercise of the warrants.

The holder of the Debenture and the warrants may not to convert the Debenture or
exercise their warrants and receive shares of our 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 4.99% 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
us, 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.

We claim an exemption from the registration requirements of the Securities Act
of 1933, as amended (the "Act") for the private placement of these securities
pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder
since, among other things, the transaction did not involve a public offering,
the Purchasers were accredited Purchasers and/or qualified institutional buyers,
the Purchasers had access to information about us and their investment, the
Purchasers took the securities for investment and not resale, and we took
appropriate measures to restrict the transfer of the securities.

A complete copy of the Securities Purchase Agreement and related documents are
incorporated by reference as exhibits to our Form SB-2 registration statement
relating to this prospectus.

LEGAL MATTERS

Sichenzia Ross Friedman Ference LLP, New York, New York will issue an opinion
with respect to the validity of the shares of common stock being offered hereby.

EXPERTS

Our consolidated financial statements as of July 31, 2006 and 2005 included in
this prospectus have been audited by Lawrence Scharfman CPA P.A., certified
public accountants, have been so included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.


                                       26



                              AVAILABLE INFORMATION

We have filed a registration statement on Form SB-2 under the Securities Act of
1933, as amended, relating to the shares of common stock being offered by this
prospectus, and reference is made to such registration statement. This
prospectus constitutes the prospectus of UC Hub Group Inc., filed as part of the
registration statement, and it does not contain all information in the
registration statement, as certain portions have been omitted in accordance with
the rules and regulations of the Securities and Exchange Commission.

We are subject to the informational requirements of the Securities Exchange Act
of 1934 which requires us to file reports, proxy statements and other
information with the Securities and Exchange Commission. Such reports, proxy
statements and other information may be inspected at public reference facilities
of the SEC at 100 F Street N.E. Washington, D.C. 20549. Copies of such material
can be obtained from the Public Reference Section of the SEC at 100 F Street
N.E. Washington, D.C. 20549 at prescribed rates. Because we file documents
electronically with the SEC, you may also obtain this information by visiting
the SEC's Internet website at http://www.sec.gov.


                                       27



                          INDEX TO FINANCIAL STATEMENTS
                               UC HUB GROUP, INC.

Consolidated Balance Sheet as of July 31, 2006                             F - 3
Consolidated Statement of Losses
  for the Years Ended July 31, 2006 and 2005                               F - 4
Consolidated Statement of Deficiency in Stockholders' Equity
  for the Two Years Ended July 31, 2006                                    F - 5
Consolidated Statements of Cash Flows
  for the Years Ended July 31, 2006 and 2005                               F - 8
Notes to Consolidated Financial Statements                       F - 9 to F - 25


                                       F-1



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
UC Hub Group, Inc. and Subsidiaries Rancho Cucamonga, California

We have audited the accompanying consolidated balance sheet of UC Hub Group Inc
as of July 31, 2006 and the related statements of losses, deficiency in
stockholders equity and cash flows for the year ended July 31,2006. 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, 2006 and the consolidated results of its operations
and its cash flows for the year then ended, 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
                                        ----------------------------------------
                                        LAWRENCE SCHARFMAN CPAPA
                                        CERTIFIED PUBLIC ACCOUNTANTS

BOYNTON BEACH FLORIDA
NOVEMBER 13, 2006

                                     MEMBER:
  AMERICAN INSTITUTE CERTIFIED PUBLIC ACCOUNTANTS * FLORIDA INSTITUTE CERTIFIED
                               PUBLIC ACCOUNTANTS

                       - LICENSED IN FLORIDA & NEW YORK -


                                      F-2



                               UC HUB GROUP, INC.
                           Consolidated Balance Sheet



                                                                               July 31,
                                                                                 2006
                                                                             ------------
                                                                          
                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                  $    143,793
  Accounts Receivable, net of allowance of $74,042                                323,543
  Other current assets                                                            956,244
                                                                             ------------
Total current assets                                                            1,423,580
Property and equipment, net of accumulated
  depreciation of $49,934                                                          28,658
                                                                             ------------
Total assets                                                                    1,452,238
                                                                             ============
                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                         2,257,586
                                                                             ------------
    Total current liabilities                                                   2,257,586
  Long term payables                                                              354,965
                                                                             ------------
Total Liabilities                                                               2,612,551
Stockholders' (deficit)
Convertible Preferred stock, 5,000,000 shares authorized, no par value per
  share; 3,654,932 shares issued and outstanding at July 31, 2006                   2,704
  Common stock, no par value 50,000,000 shares
    authorized, 25,130,753 shares issued and outstanding at July 31, 2006          25,131
  Stock subscription receivable                                                    18,900
  Deferred Compensation                                                          (146,137)
  Common Stock Issued in Advance                                                     (435)
  Additional paid-in capital                                                   15,910,635
  Accumulated (deficit)                                                       (16,963,111)
                                                                             ------------
    Total stockholder's (deficit)                                              (1,160,313)
                                                                             ------------
Total liabilities and stockholders' (deficit)                                   1,452,238
                                                                             ============


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

See accompanying notes to financial statements


                                      F-3



                               UC HUB GROUP, INC.
                        Consolidated Statement of Losses
                   For the Years Ended July 31, 2005 and 2006

                                                    2005          2006
                                                -----------   -----------
Revenues                                        $ 2,967,949   $   306,480
Cost of Sales                                     2,129,222       370,198
                                                -----------   -----------
Gross Profit                                        838,727       (63,718)
Selling, general, and administrative expenses     1,874,303       669,782
Acquisition costs
                                                -----------   -----------
Total operating expenses                          1,874,303       669,782
                                                -----------   -----------
Losses from operations                           (1,035,576)     (733,204)
Other income (expense):
  Interest income (expense)                               0           296
                                                -----------   -----------
  Income (loss) before income taxes              (1,035,576)     (733,204)
  Income tax benefit                                     --            --
                                                -----------   -----------
  Net Loss                                      $(1,035,576)  $  (733,204)
                                                ===========   ===========
NET LOSS PER COMMON SHARE
  Profit (Loss) from operations
  Loss from discontinued operations
  Net loss                                      $     (0.24)  $     (0.03)
                                                ===========   ===========
PER SHARE INFORMATION -
  BASIC AND FULLY DILUTED
  Weighted average shares outstanding             4,312,690    22,923,990
                                                ===========   ===========

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

See accompanying notes to financial statements


                                      F-4



                                  UC HUB GROUP
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS'EQUITY
      FOR THE PERIOD FEBRUARY 22, 1999 (DATE OF INCEPTION)TO JULY 31, 2006



                                                         COMMON STOCK              PREFERRED STOCK        PREFERRED STOCK
                                                          UC HUB INC                 UC HUB INC             UCHUB GROUP
                                                  --------------------------   ----------------------   ------------------
                                                     SHARES        AMOUNT        SHARES       AMOUNT      SHARES    AMOUNT
                                                  -----------   ------------   ----------   ---------   ---------   ------
                                                                                                  
Balance at July 31, 2002                            7,518,156   $  8,064,275    2,561,864   $ 820,000          --   $   --
  Common stock issued pursuant to a private
    placement in Aug 2002 at $1.92 per share
    (post-split)                                       10,417         20,000           --          --          --       --

  Common stock issued pursuant to a private
    placement in Aug 2002 at $1.60 per share
    (post-split)                                       15,625         25,000           --          --          --       --

  Common stock issued pursuant to a private
    placement in Sep 2002 at $1.60 per share
    (post-split)                                       10,000         16,000           --          --          --       --

  Common stock issued pursuant to a private
    placement in Oct 2002 at $1.60 per share
    (post-split)                                        1,250          2,000           --          --          --       --

  Common stock issued pursuant to a private
    placement in Nov 2002 at $0.16 per share
    (post-split)                                      187,500         30,000           --          --          --       --

  Common stock issued for services rendered
    in Nov 2002 at 1.60 per share (post-split)          2,500          4,000           --          --          --       --

  Common stock issued pursuant to a private
    placement in Nov 2002 at $1.60 per share
    (post-split)                                        3,125          5,000           --          --          --       --

  Common stock issued pursuant to a private
    placement in Dec 2002 at $0.16 per share
    (post-split)                                      672,500        107,600           --          --          --       --

  Common stock issued for services rendered
    in Dec 2002 at 1.60 per share (post-split)        100,000        160,000           --          --          --       --

  Common stock issued pursuant to a private
    placement in Jan 2003 at $0.16 per share
    (post-split)                                       62,500         10,000           --          --          --       --

  Common stock issuance to present
    acquisition of asset for July 2002 at $1.60
    per share (post-split)                            250,000        400,000           --          --          --       --

  Retired AllCom USA stock                               (250)          (400)
    Common stock issued pursuant to a private
      placement in Mar 2003 at $0.16 per share
      (post-split)                                     43,750          7,000           --          --          --       --

  Common stock issued for services rendered
    in Jun 2003 at 1.60 per share (post-split)         93,750        150,000           --          --          --       --

  Common stock issued for extinghushment of
    debt in Jun 2003 at $1.60 per share (post-
    split)                                             21,875         35,000           --          --          --       --

  Common stock subscribed to through July
    2003 at $8.00 per share (post-split)                   --             --           --          --          --       --

  Common stock subscribed to in return for
    accrued interest at July 31, 2003                      --             --           --          --          --       --

  Common stock subscribed to in return for
    convertible notes at July 31, 2003                     --             --           --          --          --       --

  Net (Loss)                                               --             --           --          --          --       --

                                                  -----------   ------------   ----------   ---------   ---------   ------
Balance at July 31, 2003                            8,992,698      9,035,475    2,561,864     820,000          --       --
  Conversion of 2,561,864 shares Preferred
    Stock to 1,710,760 shares (post-split)
    common stock                                    1,710,760        820,000   (2,561,864)   (820,000)

  Common stock  issued (post-split),
    previously subscribed                           1,727,524      2,077,839

  Common stock at $8.00 per share (post-
    split), previously subscribed                      27,613        220,900

  Common stock issued at $4.00 per share
    (post-split) in settlement of short-term
    note payable (prior year)                           3,750         15,000

  Issuance of Common Stock for services
    rendered in 4th Quarter at $0.80 share
    (post-split)                                        7,500          6,000

  Issuance of Common Stock for services
    rendered in 4th Quarter at $0.80 share
    (post-split)                                        1,875          1,500

  Conversion of $200,000 loan from Peter
    Coors  $0.625 per share (post-split)              125,000        200,000

  Common stock issued in settlement of TMG
    Debt on May 17, 2004 at $1.31 per share
    (post-split)                                      125,000        164,790

  UC Hub shares exchanged for UC Hub
    Group (ETIX) shares at a ratio of
    8:1 X 1 2/3                                   (12,721,719)   (12,541,504)                           4,269,844    4,270

  Retained ETIX shares acquired                            --

  Conversion of ETIX Preferred Shares to
    UCHub Group, Inc. Common shares @ 3 *1
    ratio                                                  --                                            (614,912)    (615)

  Issuance of 250,000 shares of common
    stock for asset acquisition at $1.00 per
    share in April, 2004                                   --

  140,000 shares of common stock sold for
    cash at $0.43 per share in June, 2004, not
    yet issued                                             --

  80,000 shares of common stock for cash at
    $0.50 per share in May, 2004, not yet
    issued                                                 --

  Issuance of 10,000 shares of Common
    Stock subscribed at $1.00 per share, not yet
    paid

Net Loss                                                   --             --           --          --          --       --
Balance at July 31, 2004                                   --   $         --           --   $      --   3,654,932    3,655
                                                  ===========   ============   ==========   =========   =========   ======



                                      F-5





                                                        COMMON STOCK         ADDITI-
                                                        UC HUB GROUP          ONAL                        ACCUM-
                                                    --------------------     PAID IN       CAPITAL        ULATED
                                                      SHARES      AMOUNT     CAPITAL      SUBSCRIBED      DEFICIT        TOTAL
                                                    ----------   -------   -----------   -----------   ------------   -----------
                                                                                                    
Balance at July 31, 2002                                    --   $    --   $        --   $   199,900   $(12,532,835)  $(3,448,659)
  Common stock issued pursuant to a private
    placement in Aug 2002 at $1.92 per share
    (post-split)                                            --        --            --            --             --        20,000
  Common stock issued pursuant to a private
    placement in Aug 2002 at $1.60 per share
    (post-split)                                            --        --            --            --             --        25,000
  Common stock issued pursuant to a private
    placement in Sep 2002 at $1.60 per share
    (post-split)                                            --        --            --            --             --        16,000
  Common stock issued pursuant to a private
    placement in Oct 2002 at $1.60 per share
    (post-split)                                            --        --            --            --             --         2,000
  Common stock issued pursuant to a private
    placement in Nov 2002 at $0.16 per share
    (post-split)                                            --        --            --            --             --        30,000
  Common stock issued for services rendered
    in Nov 2002 at 1.60 per share (post-split)              --        --            --            --             --         4,000
  Common stock issued pursuant to a private
    placement in Nov 2002 at $1.60 per share
    (post-split)                                            --        --            --            --             --         5,000
  Common stock issued pursuant to a private
    placement in Dec 2002 at $0.16 per share
    (post-split)                                            --        --            --            --             --       107,600
  Common stock issued for services rendered
    in Dec 2002 at 1.60 per share (post-split)              --        --            --            --             --       160,000
  Common stock issued pursuant to a private
    placement in Jan 2003 at $0.16 per share
    (post-split)                                            --        --            --            --             --        10,000
  Common stock issuance to present
    acquisition of asset for July 2002 at $1.60
    per share (post-split)                                  --        --            --            --             --       400,000
  Retired AllCom USA stock                                                                                                   (400)
  Common stock issued pursuant to a private
    placement in Mar 2003 at $0.16 per share
    (post-split)                                            --        --            --            --             --         7,000
  Common stock issued for services rendered
    in Jun 2003 at 1.60 per share (post-split)              --        --            --            --             --       150,000
  Common stock issued for extinguishment of
    debt in Jun 2003 at $1.60 per share (post-
    split)                                                  --        --            --            --             --        35,000
  Common stock subscribed to through July
    2003 at $8.00 per share (post-split)                    --        --            --        21,000             --        21,000
  Common stock subscribed to in return for
    accrued interest at July 31, 2003                       --        --            --       200,771             --       200,771
  Common stock subscribed to in return for
    convertible notes at July 31, 2003                      --        --            --     1,783,501             --     1,783,501
  Net (Loss)                                                --        --            --            --     (1,925,197)   (1,925,197)
                                                    ----------   -------   -----------   -----------   ------------   -----------
Balance at July 31, 2003                                    --        --            --     2,205,172    (14,458,032)   (2,397,384)
  Conversion of 2,561,864 shares Preferred
    Stock to 1,710,760 shares (post-split)
    common stock                                                                                                               --
  Common stock issued (post-split),
    previously subscribed                                                                 (1,984,272)                      93,566
  Common stock at $8.00 per share (post-
    split), previously subscribed                                                           (220,900)                          --
  Common stock issued at $4.00 per share
  (post-split) in settlement of short-term note
    payable (prior year)                                                                                                   15,000
  Issuance of Common Stock for services
    rendered in 4th Quarter at $0.80 share
    (post-split)                                                                                                            6,000
  Issuance of Common Stock for services
    rendered in 4th Quarter at $0.80 share
    (post-split)                                                                                                            1,500
  Conversion of $200,000 loan from Peter
    Coors  $0.625 per share (post-split)                                                                                  200,000
  Common stock issued in settlement of TMG
  Debt on May 17, 2004 at $1.31 per share
    (post-split)                                                                                                          164,790
  UC Hub shares exchanged for UC Hub
    Group (ETIX) shares at a ratio of 8:1 X 1 2/3                           12,607,484                                     70,250
  Retained ETIX shares acquired                      1,987,734     1,988       793,106                                    795,094
  Conversion of ETIX Preferred Shares to
    UCHub Group, Inc. Common shares @ 3 *1
    ratio                                            1,844,737     1,845        (1,230)                                        --
  Issuance of 250,000 shares of common
    stock for asset acquisition at $1.00 per
    share in April, 2004                               250,000       250       249,750                                    250,000
  140,000 shares of common stock sold for
    cash at $0.43 per share in June, 2004, not
    yet issued                                         140,000       140        59,860                                     60,000
  80,000 shares of common stock for cash at
    $0.50 per share in May, 2004, not yet issued        80,000        80        39,920                                     40,000
  Issuance of 10,000 shares of Common
    Stock subscribed at $1.00 per share, not yet
    paid                                                10,000        10         9,990       (10,000)                          --
Net Loss                                                    --        --            --            --       (748,398)     (748,398)
                                                    ----------   -------   -----------   -----------   ------------   -----------
Balance at July 31, 2004                             4,312,471     4,313    13,758,880       (10,000)   (15,206,430)   (1,449,582)
                                                    ==========   =======   ===========   ===========   ============   ===========
Shown In Prior Filings                               9,674,139     9,674     8,027,975        28,000     (1,935,137)     (723,305)
Balance at April 30, 2005                           13,986,610    13,587    14,786,855        13,950    (17,137,353)   (2,168,673)
Net Income                                                                                                  577,935       577,505
Conversion Preferred to Common                         592,573       592                                                      395
Adjust
Issuance Common Stock                                2,339,149     2,339                                                    2,931



                                      F-6



                                UC Hub Group, Inc
                  Addendum to Consolidated Stockholder's Equity
            For The Period Feb 22, 1999 (Inception) to July 31, 2005

Preferred Common Stock



                     Preferred Stock      Common Stock
                    -----------------  ------------------                          Accum     Common  Deferred
                      Shares   Amount    Shares    Amount    Capital     APIC     Deficit     Stock    Comp        Total
                    ---------  ------  ----------  ------  ----------  -------  -----------  ------  --------  ------------
                                                                                 
7/31/2004           3,884,932   3,655   4,312,471   4,313   3,758,880  (10,000) (15,944,216)                     (1,445,368)
7/1/04-8/1/05        (954,081)   (754)  9,674,139   9,674   1,027,975   28,900     (193,137)  (435)  (146,137)     (869,777)
                    ---------   -----  ----------  ------  ----------  -------  -----------   ----   --------  ------------
4/30/2005           2,930,851   2,901  13,986,610  13,987   4,786,855   18,900  (16,137,353)  (435)  (146,137)   (2,315,145)
Net Income                                                                          577,935                         677,935
  Conversion (Pref
  to Common)         (197,524)   (197)    592,573     592                               395                             395
Adjust
  Issuance
  Common Stock                          2,339,149   2,339                                                             2,339
                    ---------   -----  ----------  ------  ----------  -------  -----------   ----   --------  ------------
7/31/05 Balance     2,733,327   2,704  16,918,332  16,918   4,786,855   18,900  (15,559,023)  (435)  (146,137)   (1,634,476)

2,225,187 shares of common stock issued in sale of AllCom USA in September 2005   2,225,187   0

3,747,417 shares of common stock issued for debt paydown in December 2005         3,747,417   0

1,639,817 shares were sold for services in the third quarter at an average price of $0.08 per share   1,639,817   130,951

600,000 shares of common stock were issued in the fourth quarter for services for $0.02 per share       600,000    12,000
                    ---------   -----  ----------  ------  ----------  -------  -----------   ----   --------  ------------
7/31/06 Balance     3,654,932   2,704  25,130,753  25,131  15,910,838   18,900  (16,963,111)    (0)        (0) (1,1,160,313)


                 See accompanying notes to financial statements


                                      F-7



                         UNITED COMMUNICATIONS HUB, INC.
                      Consolidated Statements of Cash Flows



                                                                       For the Years
                                                                       Ended July 31,
                                                                 -------------------------
                                                                     2005          2006
                                                                 -----------   -----------
                                                                         
OPERATING ACTIVITIES
    Net (loss)                                                   $(1,352,989)  $  (733,204)
    Adjustments to reconcile net (loss) to net cash
     (used in) operating activities:
      Depreciation                                                     9,071         9,071
    Changes in:
      Accounts receivable                                            (41,547)     (184,539)
      Other current assets                                            (5,592)   (1,161,139)
      Accounts Payable                                                     0       247,361
                                                                 -----------   -----------
        Net cash (used in) operating activities                     (420,706)   (1,666,982)
                                                                 -----------   -----------
FINANCING ACTIVITIES
  Proceeds from stock subscription receivable                         21,000             0
  Proceeds from sale of common stock, net                            222,600     1,123,993
  Proceeds from convertible loan, net                                530,000       304,965
  Proceeds from notes payable, net                                       536       329,511
                                                                 -----------   -----------
        Net cash provided by financing activities                    419,619     1,758,469
                                                                 -----------   -----------
          Net increase (decrease) in cash                             (1,066)      100,559
CASH AT BEGINNING OF YEAR                                             44,320        43,234
                                                                 -----------   -----------
CASH AT END OF YEAR                                              $    (5,827)  $   143,793
                                                                 ===========   ===========
SUPPLEMENTAL CASH FLOWS INFORMATION:
  Cash for paid for:
    Interest                                                     $        --
                                                                 ===========
    Income taxes                                                 $        --
                                                                 ===========
SUPPLEMENTAL DISCLOSURE OF
 NON-CASH INVESTING AND FINANCING ACTIVITIES
  Conversion of preferred stock to common stock                  $        --
                                                                 ===========
  Issuance of common stock previously subscribed                 $        --
                                                                 ===========
  Issuance of common stock previously subscribed                 $        --
                                                                 ===========
  Note payable converted to common stock                         $        --
                                                                 ===========
  Conversion of note payable to common stock                     $        --
  Converson of note payable to common stock                      $        --
                                                                 ===========
  Conversion of preferred stock to common stock                  $        --
                                                                 -----------
  Gain on settlement of lawsuit                                  $        --
  Acquisitions:
  Common stock issued                                                     --   $        --
  Note payable issued                                                     --
  Loss recognized on acquisitions                                         --            --
                                                                 -----------   -----------
  Net assets acquired                                            $        --   $
                                                                 ===========   ===========
  Common stock issued for services                                             $        --
                                                                               ===========
  Common stock issued for interest payable                                     $        --
                                                                               ===========
  Notes payable and accrued interest converted to common stock                 $        --
                                                                               ===========


                 See accompanying notes to financial statements


                                      F-8



                               UC HUB GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

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

UCHub 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, AllCom USA, Inc through the end of 2005 and
eSAFE, Inc. through its sale to PSPP Holdings, Ltd. 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." During
the year ending July 31, 2004, we had two wholly owned subsidiaries and a
software division:

o     AllCom USA, Inc., a licensed and web centric telecommunications services
      provider with Wi-Fi and VoIP offerings, a wholly owned subsidiary;

o     eSAFE, Inc., a developer and distributor of bank sponsored debit and
      payroll cards and related services, a wholly owned subsidiary; and

o     OurTown2, a municipal government software application designed to manage
      the interface between a municipal government and its constituents or
      e-citizens.

LIQUIDITY

As shown in the accompanying financial statements, the Company incurred a net
loss of $612,795 and $1,035,576 during the twelve months ended July 31, 2006 and
2005, respectively. The Company's current liabilities exceeded its current
assets by $2,096,646 as of July 31, 2006 (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 engages as a reseller of telephony services whereby the Company
resells services by a telecommunications provider. Revenues are recognized when
the contracted minutes are activated by the customer. The provider collects the
billings and allots the Company's share onto a lock-box.

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101
requires that four basic criteria must be met before revenue can be recognized
:(1) persuasive evidence of an arrangement exists; (2) delivery has occurred;
(3) the selling price is fixed and determinable; and (4) collectibility is
reasonably assured. Determination of criteria (3) and (4) are based on
management's judgments regarding the fixed nature of the selling prices of the
products delivered and the collectibility of those amounts. 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.


                                       F-9



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.

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.


                                      F-10



In October 2002, the Company completed the Capital Stock Exchange whereby the
Company acquired 100% of the outstanding common stock of AllCom USA Inc. in
exchange for 400,000 shares of the Company's common stock. This stock was valued
at a total of $400,000 based upon the average price of the underlying shares of
common stock for the ten business days immediately preceding the acquisitions.
The difference between the book value of $400 and the $400,000 value assigned to
the common shares, or $399,600, was charged to operations during the year ended
July 31, 2003.

In March 2004, the Company completed acquisition of various assets of Govt.com
in exchange for 250,000 shares of the Company's common stock and a note in the
amount of $25,000. This stock was valued at a total of $250,000 based upon the
price on the day of the acquisition. The total value of the acquisition, or
$275,000, was charged to operations during the year ended July 31, 2004.

In March 2004, the Company completed an Agreement and Plan of Merger (the
"Merger"; see Note C) whereby the Company merged with United Communications Hub,
Inc. Effective with the Merger, all previously outstanding common stock owned by
UCI's stockholders was exchanged for an aggregate of 4,269,844 shares newly
issued Series-A Preferred Stock of the Company. Each share of the Series-A
Preferred Stock is exchangeable for three shares of the common stock of the
Company. For accounting purposes, the Merger was accounted for as a "reverse
acquisition", and UCI is the surviving entity. The Merger was valued at the
market value of the 1,987,734 shares of Common Stock outstanding at the time of
the Merger, or $865,164. This amount was charged to operations during the year
ended July 31, 2004.

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.

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.


                                      F-11



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,
2006 and 2005 would have been increased to the pro forma amounts indicated
below:

                                                    JULY 31,
                                            -----------------------
                                                2005         2006
                                            -----------   ---------
Net loss, as reported                       $(1,035,576)  $(733,204)
Add: Total stock-based employee
  compensation expense determined under
  fair value based method for all awards,
  net of related tax effects                         (0)         (0)
                                            -----------   ---------
Pro forma net loss                          $(1,035,576)  $(733,204)
                                            ===========   =========
Earnings per share (post-split):
Basic and diluted loss per share:
  As reported                               $     (0.24)  $   (0.03)
                                            ===========   =========
  Pro forma                                 $     (0.24)  $   (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.

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 $74,042 as of July 31, 2006.

ADVERTISING

The Company follows a policy of charging the costs of advertising to expenses
incurred. The Company incurred advertising expenses of $7,495 and $20,635 during
the years ended July 31, 2006 and 2005, 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.


                                      F-12



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 2005. 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 rehandling 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, 2005. 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 Operations of Real Estate Projects, to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2. This Statement is effective for financial statements for fiscal years
beginning after June 15, 2005. with earlier application encouraged. 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.


                                      F-13



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,
2005. Accordingly, the Company will implement the revised standard in the fourth
quarter of fiscal year 2005. 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 2005 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, 2005. 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, 2006 and 2005, the Company
incurred losses of $733,204 and $1,035,576, respectively. In addition, the
Company has a stockholder's deficiency of $1,160,313. 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 - ACQUISITION AND CAPITAL RESTRUCTURE

On March 5, 2004, the Company entered into an Agreement and Plan of Merger
('Agreement") with Expertise Technology Innovation, Inc("ETI") an inactive
publicly registered shell corporation with no significant assets or operations.
In accordance with SFAS No. 141, the Company was the acquiring entity.


                                      F-14



While the transaction is accounted for using the purchase method of accounting,
in substance the Agreement is a recapitalization of the Company's capital
structure

For accounting purposes, the Company has accounted for the transaction as a
reverse acquisition and the Company shall be the surviving entity. The total
purchase price was the fair value of the shares held by the ETI shareholders, or
$865,164. This amount was charged to operations during the twelve months ended
July 31, 2004. The Company did not recognize goodwill or any intangible assets
in connection with the transaction.

Effective with the Agreement, all previously outstanding common stock, preferred
stock, options and warrants owned by the Company's shareholders were exchanged
for an aggregate of 4,269,844 shares of ETI's convertible preferred stock (the
"ETI Preferred Stock"). The value of the ETI Preferred Stock that was issued was
the historical cost of the ETI's net tangible assets, which did not differ
materially from their fair value. In addition, holders of the Company's options
and warrants to acquire common stock exchanged their options for options to
acquire the ETI's common stock. The ETI Preferred Stock was exchangeable at the
option of the stockholder into shares of ETI Common Stock at the rate of one
share of ETI Preferred Stock for three shares of common stock. The exchange of
ETI Preferred Stock to common stock was restricted to one-twelfth of the total
number of shares held by each shareholder per month, beginning in January 2004.
At July 31, 2004, a total of 614,912 shares of ETI Preferred Stock had been
exchanged for common stock, and 3,654,932 shares (post-split) of ETI Preferred
Stock remained outstanding. Preferred shareholders also received 60 to 1 voting
rights for said shares.

Effective with the Agreement, ETI changed its name to United Communications Hub,
Inc.

The accompanying financial statements present the historical financial
condition, results of operations and cash flows of the Company prior to the
merger with ETI.

NOTE D -BUSINESS ACQUISITION

On October 23, 2002, the Company entered into a Capital Stock Exchange Agreement
with AllCom USA Inc. ("AllCom"). The cost of the common shares for the
acquisition was $400,000 in exchange for all of the issued and outstanding
shares of AllCom common stock. The net assets of AllCom acquired were valued at
$400. The effective date of the Capital Stock Exchange Agreement was October 25,
2002. AllCom is a reseller of telecommunication services to corporate customers.

As a result of the Company's lack of resources, the Company is unable to promote
and fund the telecommunications services acquired in connection with AllCom. In
accordance to SOP 98-5, the Company recognized the net acquisition cost of
$399,600 as an expense during the year ended July 31, 2003.

In addition the company structured a wholly-owned subsidiary eSafe, Inc. eSafe,
Inc is a Nevada corporation established for electronic payment and debit
platforms.

The company also acquired some of the assets of Govt.com in March 2004. This
software was rewritten and enhanced and titled OT2 (OurTown 2). It is OT2 is a
municipal government software interface between the ecitizen and local
government.

The Acquisition and Capital Restructure discussed in Note C and the Business
Acquisitions discussed in Note D are summarized as follows:

Transaction:                      ETIX     Govt.com
                                --------   --------
  Assets acquired               $     --   $     --   $       --
  Liabilities assumed                  0         --           --
  Common stock issued - value    865,164    250,000    1,140,164
  Note payable issued                  0     25,000           --
  Liabilities assumed                 --         --           --
  Acquisition Costs              865,164    275,000    1,140,164
  Net assets acquired           $     --   $     --   $       --


                                      F-15



In accordance with SOP 98-5, the Company expensed $1,140,564 as acquisition
costs.

NOTE E - PROPERTY AND EQUIPMENT

Property and equipment at July 31, 2005 consists of the following:

                                         July 31, 2005
                                         -------------
Office equipment and related equipment
  Furniture and fixtures                        78,593
                                         -------------
  Less accumulated depreciation                (49,935)
                                         -------------
  Property and equipment - net                 28,658
                                         =============

The Company incurred depreciation expense of $9,071 and $9,071 for the years
ended July 31, 2006 and 2005.

NOTE F - 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, 2006, the Company has available for federal income tax purposes a
net operating loss carry-forward of approximately $ 16,963,111, expiring the
year 2020, that may be used to offset future taxable income. The Company has
provided a valuation reserve against the full amount of the net operating loss
benefit. 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.
Due to significant changes in the Company's ownership, the future use of its
existing net operating losses may be limited.

Components of deferred tax assets as of July 31, 2006 are as follows:

  Non current:

  Net operating loss carry-forward   $5,784,000
  Less: Valuation allowance           5,784,000
                                     ----------
Net deferred tax asset               $       --
                                     ==========

NOTE G - LOSSES PER SHARE

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

                                                        July 31,      July 31,
                                                          2005          2006
                                                      -----------   -----------
Loss available for common shareholders                $(1,035,576)  $  (733,204)
                                                      ===========   ===========
Basic and fully diluted loss per share (post-split)   $     (0.24)  $     (0.03)
                                                      ===========   ===========
Weighted average common shares outstanding              4,312,690    22,923,990
                                                      ===========   ===========


                                      F-16



Net loss per share is based upon the weighted average of shares of common stock
outstanding.

NOTE H - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at July 31, 2005 are as follows:

                                                       July 31, 2005
                                                       -------------
Other accrued expenses in connection with litigation     $       --
Accounts payable and accrued expenses                       792,651
Accrued payroll and related expenses                      1,294,471
Accrued interest                                             44,371
Other accrued expenses                                      126,093
                                                         ----------
Total                                                    $2,257,586
                                                         ----------

NOTE I - NOTES PAYABLE

Convertible Promissory Notes payable

Convertible notes payable, in quarterly installments of interest only at 10% per
annum, secured by all assets of the Company and due on June 30, 2003; The
Company, in its sole discretion, may prepay principal at any time without
penalty. Note holder has the option to convert unpaid note principal together
with accrued and unpaid interest to the Company's common stock at a price equal
to of $0.75 per share; the Company is in default under the terms of the note
agreements at July 31, 2004 and 2003.

During the year ended July 31, 2003, the Company issued 16 convertible 10% notes
payable aggregating $530,000 to accredited investors. The note principal and any
unpaid interest are convertible into shares of UC Hub common stock at a price of
$0.75 per share. For the period from August 1, 2002 through June 30, 2003, the
convertible notes incurred an additional expense of $141,782, which increased
the interest payable to $214,337.

On June 30, 2003, all, except three (3) note holders, opted to convert
$1,783,501 of principal and $200,771 of accrued and unpaid interest to 2,640,186
shares of the Company's restricted common stock. As of July 31, 2003, the
Company has not issued the 2,640,186 shares of common stock and has accounted
for the obligation as a stock subscription payable. In anticipation of a reverse
merger whereby the UC Hub shareholders are to exchange the acquiring company's
shares in return for those of the registrant, the Company has withheld issuing
UC Hub shares and is awaiting the execution of the reverse merger to issue the
registrant's common shares.

As of July 31, 2004, the Company was in default of the three (3) remaining
$80,000 of convertible notes payable and $13,567 of accrued and unpaid interest
payable.

As of July 31, 2006, all outstanding Notes had been converted.

In June 2006 the company borrowed $378,000 in convertible debentures.

As of July 31, 2006, the Company owed $354,965 in Notes payable, including
accrued interest.

NOTES PAYABLE - RELATED PARTIES

The Company's shareholders and officers have advanced funds to the Company for
working capital purposes since the Company's inception. No formal repayment
terms or arrangements exist. The amount of the advances due at July 31, 2003 was
$314,900, net of cash repayments. During the twelve months ended July 31, 2005,
the notes in the aggregate amount of $50000 were converted to an aggregate of
116,279 shares (post-split) of common stock. At July 31, 2005, there were
outstanding eight notes payable to related parties 116,279 in the total
principal amount of $438,000.


                                      F-17



Other notes payable

During the twelve months ended July 31, 2004, the Company received a loan from
an investor in the amount of $200,000 which was subsequently converted into
$125,000 shares of the Company's common stock. Also during the twelve months
ended July 31, 2004, the Company received a loan from an investor in the amount
of $100,000 which remains outstanding at July 31, 2004. The Company also signed
a note payable to a service provider in the amount of $2,025 which remains
outstanding at July 31, 2004.

Also at July 31, 2004, the Company has outstanding a note payable pursuant to
the terms of the govt. com acquisition in the amount of $25,000.

Pursuant to a legal settlement, the Company has outstanding a note payable to
Qwest Communications in the amount of $50,000.

Pursuant to a Securities Purchase Agreement, dated as of June 6, 2006 (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, 2006 (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.


                                      F-18



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.

The holder of the Debenture and the warrants many not to convert the Debenture
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 J - CAPITAL STOCK

REVERSE STOCK SPLIT

In March 2004 pursuant to the Merger, the Company exchanged all of its common
stock outstanding for preferred stock at the rate of 8 shares of common stock
for 1 2/3 shares of preferred stock. The preferred stock was in turn exchanged
for common stock in the public company UC Hub Group, Inc. at the rate of 3
shares of common stock for 1 share of preferred. The net result is a reverse
stock split of the Company's common stock at the rate of .625 for 1.

CONVERTIBLE PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of cumulative preferred
stock, no par value per share. The preferred shares are convertible to common
stock at a current ratio of 1:3. During the twelve months ended July 31, 2006,
the Company converted no shares of preferred stock outstanding into shares
(post-split) of common stock.

SERIES A CONVERTIBLE PREFERRED STOCK

In March 2004 pursuant to the Merger, the Company issued 4,270 shares of its
newly created Series A Convertible Preferred Stock (the "Series A Preferred
Stock"), par value $0.001, in exchange for all of the shares of common stock
outstanding of United Communications Hub, Inc. The Series A Preferred Stock is
convertible at the discretion of the holder into common stock of the Company at
the rate of one share of Series A Preferred Stock for three shares of common
stock. The number of shares eligible for conversion is limited to 1/12 of the
number of shares outstanding per month beginning in March 2004. At July 31,
2004, 615 shares of the Series A Preferred Stock had been converted into
1,844,737 shares (post-split) of common stock, and 3,655 shares of Series A
Preferred Stock remained outstanding.

COMMON STOCK - UC HUB INC (PRIVATE COMPANY)

The Company is authorized to issue 50,000,000 shares of common stock, with no
par value per share.

During the year ended July 31, 2003, the Company issued a total of 1,006,667
shares (post-split) of common stock in a private placements and exempt offerings
to sophisticated investors, primarily in the United States in exchange for $
222,600 net of costs and fees. The Company also issued 193,250 shares
(post-split) of its common stock to consultants and employees for $ 310,000 of
services rendered during 2003 which represents the fair value of the services
received which did not differ materially from the value of the stock issued. In
addition, the Company issued 21,875 shares (post-split) of common stock in
exchange for $ 35,000 of previously incurred debt during the year ended July 31,
2003.


                                      F-19



Pursuant to a Capital Stock Exchange Agreement executed in October 2002, the
Company issued 250,000 shares (post-split) of common stock valued at $400,000 in
exchange for all the outstanding stock of AllCom USA (see Note C).

In July 2002, the Common received cash proceeds of $199,900 for stock subscribed
at $5.00 per share. In July 2003, the Common received cash proceeds of $21,000
for stock subscribed at $5.00 per share. In March 2004, the Company issued
27,613 shares (post-split) of common stock under these subscription agreements.

On June 30, 2003, the Company transferred $1,783,501 of convertible note
principal and $200,771 of accrued and unpaid interest as a stock subscription
for 1,727,524 shares (post-split) of the Company's restricted common stock. In
anticipation of a reverse merger whereby the UC Hub shareholders are to exchange
the acquiring company's shares in return for those of the registrant, the
Company has withheld issuing UC Hub shares and is awaiting the execution of the
reverse merger to issue the registrant's (ETI) common shares.

COMMON STOCK - UC HUB GROUP (PUBLIC COMPANY)

In March 2004 pursuant to the Merger agreement, the Company acquired 1,987,734
shares (post-split) of the common stock of UC Hub Group. Also pursuant to the
Merger agreement, the Company converted 615 shares of its Series A Convertible
Preferred Stock into 1,844,737 shares (post-split) of common stock.

In April 2004, the Company sold 250,000 shares (post-split) of common stock for
$250,000.

In May 2004, the Company sold 80,000 shares (post-split) of common stock for
$40,000.

In June 2004, the Company sold 140,000 shares (post-split) of common stock for
$60,000.

In July 2004, the Company issued 10,000 shares (post-split) of common stock
under a subscription receivable.

NOTE K - STOCK OPTIONS AND WARRANTS

Non- Employee warrants

The following table summarizes the changes in warrants outstanding and the
related prices for the shares of the Company's common stock issued to
non-employees of the Company. These options were granted in lieu of cash
compensation in connection with issuance of the Company's debt.


                                      F-20





                                                                        Warrants  Exercisable
                Warrants Outstanding (post-split)                            (post-split)
- -----------------------------------------------------------------   -----------------------------
                                Weighted Average
                                    Remaining          Weighed                          Weighted
                     Number        Contractual         Average          Number         Average
Exercise Prices   Outstanding     Life (Years)     Exercise Price    Exercisable   Exercise Price
- ---------------   -----------   ----------------   --------------   ------------   --------------
                                                                        
     $0.02             1,875          2.42              $0.02             1,875        $0 .02
      1.60           207,984          0.79               1.60           207,984          1.60
      8.00           685,784          4.51               8.00           685,784          8.00
      9.60           534,063          4.50               9.60           534,063          9.60
                   ---------                                          ---------        ------
                   1,429,706                                          1,429,706        $ 7.66
                   =========                                          =========        ======


Transactions involving warrants issued to non-employees are summarized as
follows:

                                 (post-split)     Weighted Average
                               Number of Shares    Price Per Share
                               ----------------   ----------------
Outstanding at July 31, 2002            204,852               1.65
  Granted                                 6,933               1.60
  Exercised                                  --                 --
  Canceled or expired
                                      ---------               ----
Outstanding at July 31, 2003            211,784               1.65
  Granted                             1,217,922               8.70
  Exercised                                  --                 --
  Canceled or expired                        --                 --
                                      ---------               ----
Outstanding at July 31, 2004          1,429,706               7.66


                                      F-21



All options granted to non-employees are non-compensatory and the exercise
prices of options are higher than the fair market value of the Company's common
stock. There were no expenses and fees charged to operations for the years ended
July 31, 2004 and 2003.

OPTIONS

The following table summarizes information about stock options outstanding at
July 31, 2005:

               (post-split)   (post-split)   (post-split)
                 Number         Weighted-        Number
   Range       Outstanding       Average      Exercisable
Of Exercise         at          Remaining          at
Prices        July 31, 2004    Life (Yrs.)   July 31, 2004
- -----------   -------------   ------------   -------------
   $1.65         937,500          2 3/7         937,500
    2.40           9,375          2 3/7           9,375
                 -------                        -------
                 946,875                        946,875
                 =======                        =======

                                            Average
                               Options   Exercise Price
                               -------   --------------
Outstanding at July 31, 2002   946,875       $  1.65
Granted                             --          0.00
Exercised                           --          0.00
Canceled                            --          0.00
                               -------       -------
Outstanding at July 31, 2003   946,875          1.65
Granted
Exercised
Cancelled
                               =======       -------
Outstanding at July 31, 2004   946,875       $  1.65
                               =======       -------

Outstanding at July 31, 2005                       0

In 2002, options were granted to an individual as compensation for services
rendered to the Company. The options were exercisable upon issuance and expire
on August 31, 2004.

As provided by SFAS 148, the fair value of each option granted is estimated on
the date of grant using the minimum value method, and the fair value of each
option grant is estimated on the date of grant using the Black-Sholes option
pricing model. The following weighted-average assumptions were used for option
grants during 2003 with an expected life of five years: (1) dividend yield of
0.0%; (2) expected volatility of 98.76%; and (3) risk-free interest rate of
3.98%. The following weighted-average assumptions were used for option grants
during 2001 with an expected life of five years: (1) dividend yield of 0.0%;

(2) expected volatility of 191%; and (3) risk-free interest rate of 4.38%. There
were no new option grants in 2002.


                                      F-22



There were no options issued during the year ended July 31, 2004. 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 would
have been increased to $ (2,053,297) for the year ended July 31, 2003.
Accordingly, the Company net loss per common and common equivalent share for the
year ended July 31, 2003 would have been $(0.25).

NOTE L - COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS

The Company leases office space in Las Vegas, Nevada for its sales and
administrative offices. The lease is fully cancelable and on a month-to-month
commitment.

Rent expense charged to operations was $900 and $131,725 for the years ended
July 31, 2006 and 2005, respectively.

EMPLOYMENT AND CONSULTING AGREEMENTS

We have entered into various employment agreements with certain of our officers
and affiliated parties, as follows:

o     Employment Agreement dated as of February 1, 2002 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.

o     Employment Agreement dated as of June 1, 2004 with Alice Kong as president
      and chief executive officer of eSAFE Cards, Inc., one of our wholly owned
      subsidiaries. Ms. Kong's salary is $150,000 per year and may receive
      incentive bonuses based upon eSAFE's performance. She has executed our
      standard Proprietary Information and Inventions Agreement. Ms. Kong's
      employment is "at will," and can be terminated at any time and for any
      reason, with or without cause.

o     Employment Agreement dated as of February 1, 2003 with John Cheney as vice
      president of sales of AllCom USA, Inc., one of our wholly owned
      subsidiaries. Mr. Cheney's salary is $72,000 per year and may receive
      incentive bonuses based upon AllCom's performance. He has executed our
      standard Proprietary Information and Inventions Agreement. Mr. Cheney's
      employment is "at will," and can be terminated at any time and for any
      reason, with or without cause.


                                      F-23



The Company has consulting agreements with outside contractors, certain of whom
are also Company stockholders. The Agreements are generally for a term of 12
months from inception and renewable automatically from year to year unless
either the Company or Consultant terminates such engagement by written notice.

NOTE M - 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.

On _May, 25, 2004, in Cause No. JAG Case No. 04-0553, we reached a favorable
settlement of the litigation with Qwest Communications, Inc. and the disposition
of the claimed $1,070,000 obligation to Qwest. This settlement requires us to
pay a $50,000 settlement fee on or before December 31, 2004. We recorded a gain
of $1,022,238 on legal settlement as a result of this ruling during the twelve
months ended July 31, 2004.

In 2002, in Cause No. CV2001-0005719, the Anthem Group was our landlord for a
division that we had in Arizona. We could not get good T-1 communications and
services in their building and locale. It was deemed necessary to move, since we
needed to digitally distribute broadband capability. The Anthem Group
subsequently filed a suit against us. We decided to incur the cost of
litigation, since we determined were better off economically than by staying in
the facility. The amount owed of $ 35,428.01 will be paid in full in 1st Quarter
2005, pursuant to a settlement agreement.

In July 2004, in Cause No. 0406129-M, in the District Court of Dallas County,
Texas, John Fee, Roy Washburn and Travis Horton filed a lawsuit against us in
Dallas County, Texas. The plaintiffs claim that there were material
misrepresentations in connection with a private placement of our stock and want
their investment of $50,000 each reimbursed. We will vigorously defend against
the action. Inasmuch as we are still in the early stages of the litigation, we
cannot venture any opinion about the prospective outcome. Presently the venue is
being contested in Texas and we have requested to move the case to California.
Diane Stein, an employee thru December 2004 sued for unpaid commissions (See
John Cheney's email).

NOTE N - MAJOR VENDORS

None

NOTE O - SUBSEQUENT EVENTS

On August 12, 2004, UC HUB Group, Inc through its wholly owned subsidiary,
AllCom USA entered into a Binding Deal Memo to acquire certain assets of a
company located in Sparks, Nevada, Integrated Communications. AllCom has since
hired technicians and, as an interconnect telecommunications sales group, as
begun offering VoIP phone systems, engineering and cabling. AllCom provides
superior customer service installing: Altigen, Nortel, Siemens, NEC, and Comdial
telephone systems and refers to this division as AllCom Systems.


                                      F-24



AllCom Systems provides expertise installing Wi-Fi, VoIP,Fiber Optic, Voice, and
Data Cabling with over 30 years of industry Experience. AllCom Systems
recognizes the convergence of Voice and Data and is providing customers with
solutions to meet the market's changing environment.

AllCom USA acquired assets, including vehicles, office equipment and any
telephone systems currently utilized by the company.

UC Hub Group, Inc gave 100,000 shares to the former owner of the company to
continue as a consultant, and AllCom USA hired some technical employees to
assist in the growth of AllCom

On May 23, 2004 eSAFE Inc signed a binding deal memo with eCelerity, a stored
value debit card processor. eCelerity, or its assigned new entity, will process
nationally and internationally for eSAFE Inc in exchange for an 80-20 split for
said transaction fees above third party direct costs.

On October 15, 2004 eSAFE signed a binding deal memo with a credit card
processor, National Merchants Center. This processor has just acquired a new
10,000 sq ft facility and has incorporated some state of the art biometric
security into their processing facility. Again, this deal memo is an 80-20 split
in revenue for transactional profits.

On September 11, 2004, UC Hub Group Inc and Mobile Commerce Limited (MCL) signed
a Non Binding LOI to form a wholly owned subsidiary of UC Hub Group Inc, whereby
the new company would be offering mobile phone transactional capability with the
MCL software, exclusively in North America.

In January 2005, the Company's Chief Executive Officer received options to
purchase 1,500,000 shares (post-split) of the Company's stock at a price of
$0.16. These options vest over a three-year period, and have a term of ten
years. The 946,875 options (post-split) previously held by the Chief Executive
Officer were cancelled. On September 27, 2005 UC Hub Group, Inc negotiated to
sell the AllCom USA, Inc long distance customer base to Mobile Pro Corp for
$300,000.


                                      F-25



PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our by by-laws, provide, that our directors or officers shall be indemnified by
us against all expenses and liabilities, including counsel fees, reasonably
incurred by or imposed upon him in connection with any proceeding to which he or
she may be made a party, or in which he or she may become involved, by reason of
his being or having been a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, or employee is adjudged
guilty of willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation. The
Corporation shall provide to any person who is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the corporation,
partnership, joint venture, trust or enterprise, the indemnity against expenses
of suit, litigation or other proceedings which is specifically permissible under
applicable law. The effect of this provision is to eliminate our rights and our
shareholders (through shareholders' derivative suits on behalf of our company)
to recover damages against a director or officer for breach of the fiduciary
duty of care as a director or officer (including breaches resulting from
negligent or grossly negligent behavior), except under certain situations
defined by statute. We believe that the indemnification provisions in our
by-laws are necessary to attract and retain qualified persons as directors and
officers. As of the date of this Registration Statement, the Board of Directors
has not extended indemnification rights to persons other than directors and
officers.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth an itemization of all estimated expenses, all of
which we will pay, in connection with the issuance and distribution of the
securities being registered:

NATURE OF EXPENSE AMOUNT

SEC Registration fee              $    40.45
Accounting fees and expenses      $   10,000*
Legal fees and expenses           $   40,000*
Miscellaneous                     $    1,000*
                                  ----------
                                  $51,040.45*

*    Estimated.


                                      II-1



ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

Following is a summary of unregistered securities issued during the period July
2003 through July 2006.

On January 8, 2006, we issued 835,714 shares of common stock to Art Malone, Jr.
for $56,000

On February 27, 2006, we issued 1,000,000 shares of common stock to Richard
Lubic for $50,00.

On March 11, 2006, we issued 214,286 shares of common stock to James Gary Cooper
for $15,000.

On April 18, 2006, we issued 25,000 shares of common stock to Carol B. Beals for
$1,250. On April 18, 2006, we also issued 50,000 shares of common stock to David
E. Dearman for $2,500, and 50,000 shares of common stock to Marvin R. Stadeli
for $2,500.

On June 6, 2006, we sold an Original Issue Discount Self-Liquidating Convertible
Debenture in the principal amount of $378,000. The Debenture was sold for
$350,000. The Debenture is convertible into 7,560,000 shares of our common stock
at a conversion price of $.05 per share. In addition, the we 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, 2006 (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.

During the three months ended January 31, 2006, 983,910 shares of our common
stock were issued in exchange for 327,970 shares of our preferred stock in
connection with the Agreement and Plan of Merger dated May 28, 2003, whereby New
ETI, Inc., a California corporation, and a wholly owned subsidiary of Expertise
Technology Innovation, Inc., merged with and into United Communications Hub,
Inc., a California corporation, with United Communications Hub continuing as the
surviving corporation and as our wholly owned subsidiary.

On December 1, 2005, we issued 100,000 shares of common stock to Russell Harmon
for $5,000.

On September 23, 2005, we issued 100,000 shares of common stock to Russ Harmon
for $5,000.

During the three months ended April 30, 2005, we issued 486,694 shares of
unregistered common stock pursuant to the conversion of convertible preferred
stock. Also during the three months ended April 30, 2005, we issued 60,000
shares of unregistered common stock to a consultant for compensation. We also
issued 282,945 shares of unregistered common stock previously subscribed for
$75,000 cash. We also issued 35,000 shares of unregistered common stock as
interest expense on notes payable.

During the three months ended April 30, 2005, due to a mistake by our transfer
agent, we issued 918,951 shares, to certain consultants, of our common stock in
excess of the number of shares we has registered under an S-8 registration
statement. The value of these shares is approximately $73,000. The net effect is
that the 918,951 shares were unregistered shares.

With the exception of the 918,951 shares discussed above, the shares we issued
during the three months ended April 30, 2005, were in reliance upon an exemption
from registration pursuant to Section 4(2) of the Securities Act.

During the three months ended January 31, 2005, 983,910 shares of our common
stock were issued in exchange for 327,970 shares of our preferred stock in
connection with the Agreement and Plan of Merger dated May 28, 2003, whereby New
ETI, Inc., a California corporation, and a wholly owned subsidiary of Expertise
Technology Innovation, Inc., merged with and into United Communications Hub,
Inc., a California corporation, with United Communications Hub continuing as the
surviving corporation and as our wholly owned subsidiary.

In December 2004, a note payable previously issued in the amount of $25,000
converted to common stock at 50% of the market price, or $0.15. In December
2004, we issued our note payable in the amount of $50,000. As an incentive for
making this loan to the Company, we also provided the lender with 15,000 shares
of restricted stock with a value of $3,900.


                                      II-2



All of the shares were restricted in their transfer under the Securities Act.

At various times during the quarter ended October 31, 2004, 791,639 shares or
our common stock were issued in exchange for 263,880 shares of our preferred
stock in connection with the Agreement and Plan of Merger dated May 28, 2003,
whereby New ETI, Inc., a California corporation, and a wholly owned subsidiary
of Expertise Technology Innovation, Inc., merged with and into United
Communications Hub, Inc., a California corporation, with United Communications
Hub continuing as the surviving corporation and as our wholly owned subsidiary.

On August 2, 2004, we issued a promissory note in the amount of $65,000. The
payee has the right to convert the note into shares of our common stock at a 50%
discount off market price on October 31, 2004.

On August 12, 2004, our wholly owned subsidiary, AllCom USA entered into a
Binding Deal Memo to acquire certain assets of a company located in Sparks,
Nevada, Integrated Communications. We issued 100,000 shares of common stock
(valued at $60,000) and a warrant to purchase 20,000 shares of our common stock
at $0.60 per share (valued at $10,974) for total consideration valued at $70,974
in this transaction.

On September 17, 2004, we sold for $25,000 cash a subscription to buy shares of
our common stock at a 50% discount to market price at September 17, 2004 or
December 15, 2004, whichever price is less. These shares were not yet issued at
October 31, 2004, and the amount of $25,000 is shown as Common Stock Subscribed
in the financial statements for the three months ended October 31, 2004. In
conjunction with this sale of our common stock, we also issued a warrant to
purchase 4,100 shares of our common stock at a price equal to 20% of market
price at the date the subscription was funded, or September 20, 2004. We have
charged the fair value of this warrant, or $344, to operations during the three
months ended October 31, 2004.

On October 9, 2004, we sold 116,279 shares of our common stock at $0.43 per
share for a total of $50,000.. In conjunction with the sale of this common stock
subscription, we also issued a warrant to purchase $50,000 of our common stock
at a price equal to 25% of market price at the time the warrant is exercised.

The issuance of all shares of our common stock was pursuant to the exemption
from registration provided by Section 4(2) of the Securities Act and related
state private offering exemptions. All of the investors took their shares for
investment purposes without a view to distribution and had access to information
concerning UC Hub Group and our business prospects, as required by the
Securities Act.

During the quarterly period ended October 31, 2004, 791,639 shares of our common
stock were issued in exchange for 263,880 shares of our preferred stock in
connection with the Agreement and Plan of Merger dated May 28, 2003, whereby New
ETI, Inc., a California corporation, and a wholly owned subsidiary of Expertise
Technology Innovation, Inc., merged with and into United Communications Hub,
Inc., a California corporation, with United Communications Hub continuing as the
surviving corporation and as our wholly owned subsidiary

On March 5, 2004, in connection with our change of control, the below described
persons acquired shares of our common and preferred stock in exchange for their
shares in United Communications Hub, Inc.

                        PREFERRED
NAME                      STOCK
- -------------------   ------------
Larry Wilcox          1,616,944.33
Michael Sharbrough       17,291.67*
V. William Thompson       8,958.33
George Wyckhuyse         15,883.00
Karen Sharbrough         33,750.00*
Beth Herold             912,961.67
                      ------------
Total                 2,605,789.00
                      ============

*    Michael Sharbrough and Karen Sharbrough are married.


                                      II-3



All of the shares were restricted in their transfer under the Securities Act.

The shares were issued in reliance upon an exemption from registration pursuant
to Section 4(2) of the Securities Act. Each of the parties took his 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 a person 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.

Effective with the Company's Merger on March 5, 2004, all previously outstanding
shares of common stock owned by UCI's stockholders were exchanged for an
aggregate of 4,188,375 shares newly issued Series-A Preferred Stock of the
Company.

ITEM 27. EXHIBITS.

The following exhibits are included as part of this Form SB-2.

EXHIBIT
  NO.                            IDENTIFICATION OF EXHIBIT
- -------   ----------------------------------------------------------------------
2.1       Agreement and Plan of Merger, dated March 23, 2003 and incorporated by
          reference from the Company's Form 8-K, filed with the SEC on March 9,
          2003.

2.2       Amendment to the Agreement and Plan of Merger dated January 12, 2004
          and incorporated by reference from the Company's Form 8-K, filed with
          the SEC on March 9, 2004.

2.3       Second Amendment to the Agreement and Plan of Merger, dated January
          21, 2004 and incorporated by reference from the Company's Form 8-K,
          filed with the SEC on March 9, 2004.

3.1       Articles of Incorporation of Make It Happen Management, filed with the
          Nevada Secretary of State on March 23, 1998 and incorporated by
          reference from the Company's Form 10SB12B, filed with the SEC on
          February 4, 2000.

3.2       Certificate of Amendment to the Articles of Incorporation, filed on
          June 13, 2000, changing the corporate name from Make It Happen
          Management to "E-Channels, Inc.," incorporated by reference from the
          Company's Form 10-KSB/A, filed with the SEC on April 10, 2001.

3.3       Certificate of Amendment to the Articles of Incorporation, filed on
          April 25, 2003, changing the corporate name from "E-Channels, Inc." to
          "Expertise Technology Innovation, Inc." and increasing authorized
          stock, incorporated by reference from the Company's Form 10-KSB, filed
          with the SEC on April 17, 2003.

3.4       Certificate of Amendment to the Articles of Incorporation, filed on
          January 16, 2004, increasing authorized stock, incorporated by
          reference from the Company's Form 10-KSB, filed with the SEC on
          February 5, 2004.

3.5       Certificate of Designation designating 4,250,000 shares as Series A
          preferred stock, filed on January 30, 2004.

3.6       Certificate of Amendment to the Articles of Incorporation, filed on
          June 2, 2004, changing corporate name from "Expertise Technology
          Innovation, Inc." to "UC HUB Group, Inc."*

3.7       Bylaws, incorporated by reference from the Company's Form 10SB12B,
          filed with the SEC on February 4, 2000.

5.1       Opinion of Sichenzia Ross Friedman Ference LLP


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10.1      Employment Agreement dated as of February 1, 2002 with Larry Wilcox.*

10.2      UC HUB Group, Inc. 2003 Stock Plan.*

10.3      Form of Assignment of IP, dated March 14, 2002.*

10.4      Promissory Note in the principal amount of $35,000.00, dated April 4,
          2002.*

10.5      Promissory Note in the principal amount of $75,000.00, dated April 5,
          2004.*

10.6      Promissory Note in the principal amount of $65,000.00, dated August 2,
          2004.*

10.7      Promissory Note in the principal amount of $25,000.00, dated September
          17, 2004.*

10.8      Promissory Note in the principal amount of $50,000.00, dated October
          9, 2004.*

10.9      Promissory Note in the principal amount of $50,000.00, dated December
          30, 2004*

10.10     Asset acquisition Agreement between UC Hub Group, Inc. and
          International Wastewater Systems***

10.11     Negotiable Promissory Note and Agreement in the principal amount of
          $50,000, dated June 2004.*

10.12     Securities Purchase Agreement, Between the Company and Crescent
          International Ltd.**

10.13     Original Issue Discount Self-Liquidating Convertible Debenture due
          June 7, 2008.**

10.14     Common Stock Purchase Warrant to Purchase 7,560,000 Shares of Common
          Stock of UC Hub Group Inc. at $.75 per share.**

10.15     Common Stock Purchase Warrant to Purchase 7,560,000 Shares of Common
          Stock of UC Hub Group Inc. at $.05 per share.**

10.16     Registration Rights Agreement, between the Company and Crescent
          International Ltd. **

10.17     Amendment Agreement between the Companyand Crescent International Ltd.

14.1.     Code of Ethics (Incorporated by reference to the Company's 10-KSB
          filed with the Securities and Exchange Commission on January 1, 2005)

21.1      Subsidiaries

23.1      Consent of Lawrence Scharfman CPAPA

23.2.     Consent of Sichenzia Ross Friedman Ference LLP (see Exhibit 5.1)

*    Incorporated  by  reference to the 10-KSB for the year ended July 31, 2004,
     which was filed with the Securities and Exchange  Commission on January 12,
     2005.

**   Incorporated by reference to the 8-K filed with the Securities and Exchange
     Commission on July 13, 2006.

***  Incorporated by reference to the 8-K filed with the Securities and Exchange
     Commission on September 28, 2006.

ITEM 28. UNDERTAKINGS.

The undersigned registrant hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");

(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement, and (iii) Include any additional or changed material information on
the plan of distribution.


                                      II-5



(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned undertakes that in a primary offering of securities of the
undersigned small business issuer pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned small business issuer will
be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small business
issuer relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned small business issuer or used or referred to by the
undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned small business issuer or
its securities provided by or on behalf of the undersigned small business
issuer; and

(iv) Any other communication that is an offer in the offering made by the
undersigned small business issuer to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                      II-6



                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Los Angeles, California, on December 13, 2006.

                                             UC HUB GROUP INC.


                                             By: /s/ Larry Wilcox
                                                 ------------------------------
                                                 Larry Wilcox
                                                 Chief Executive Officer and
                                                 Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                               Title                         Date
- ---------                               -----                         ----


/s/ Larry Wilcox        Chief Executive Officer                December 13, 2006
- ---------------------   Chief Financial Officer and Director
Larry Wilcox


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