UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2014~~2015

¨[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number: 333-179738

Ubiquity, Inc.

( Exact name of registrant as specified in its charter )

Nevada

99-0371375

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

9801 Research Drive

Irvine, CA

92618

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code : (949) 489-7600

Securities registered under Section 12(b) of the Act:

Title of each class: None	Name of each exchange on which registered: None

Securities registered under Section 12(g) of the Act:
(Title of class) Common Stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. ¨ [ ] Yes x [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ [ ] Yes x [X] No

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨[ ] Accelerated filer ¨[ ] Non-accelerated filer ¨[ ] Smaller reporting company x[X]

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant has elected not to use the extended transition period for iscomplying awith ~~shell~~any ~~company~~new ~~(as~~or ~~defined~~revised infinancial ~~Rule~~accounting ~~12b-~~standards provided pursuant to Section 7(a)(2)(B) of the Securities Act~~). ¨ Yes x~~ No.

~~State the aggregate market value of the~~Indicate ~~voting and non-voting common equity held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price~~registrant atis ~~which~~a ~~the~~shell ~~common~~company ~~equity was last sold, or the average bid and asked price of such common equity,~~ (as ofdefined ~~the~~in ~~last~~Rule ~~business~~12b-2 ~~day~~ of the ~~registrant’s~~Act). ~~most~~[ ] ~~recently completed~~Yes ~~second~~[X] ~~fiscal quarter, June 30, 2014: $20,246,400.~~No

~~Number~~State the aggregate market value of the ~~issuer’s~~voting and non-voting common ~~stock~~equity held by non-affiliates computed by reference to the price ~~outstanding~~at which the common equity was last sold, or the average bid and asked price of such common equity, as of~~: April~~ 10June 30, 2015 ~~- 124~~was $26,~~503~~269,~~084~~561.

Number of the issuer’s common stock outstanding as of: June 12, 2017 was 305,836,178.

Number of the issuer’s preferred stock outstanding as of: June 12, 2017 was 2,001,000.

Documents incorporated by reference: None.

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business.	4
Item 1A.	Risk Factors.	813
Item 1B.	Unresolved Staff Comments.	833
Item 2.	Properties.	933
Item 3.	Legal Proceedings.	1033
Item 4.	Mine Safety Disclosures.	1037
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	1038
Item 6.	Selected Financial Data.	1140
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	1140
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	1546
Item 8.	Financial Statements and Supplementary Data.	1547
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	17
Item 9A.	Controls and Procedures.	1848
Item 9B.	Other Information.	1849
Part III
Item 10.	Directors, Executive Officers and Corporate Governance.	1949
Item 11.	Executive Compensation.	2352
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	2656
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	2757
Item 14.	Principal Accounting Fees and Services.	2862
Part IV
Item 15.	Exhibits, Financial Statement Schedules.	2963
Signatures		3064

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.

From time to time, forward-looking statements also are included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Ubiquity, Inc. and our wholly-owned subsidiaries. “SEC” refers to the Securities and Exchange Commission.

PART I

Item 1. Business

~~Ubiquity, Inc. (“Ubiquity”~~Background or the “Company”) creating IoT (“Internet of Things”) for emerging businesses in social, mobile, analytics, & cloud, is a leader in Multiscreen as a Service (“MaaS”) creating a comprehensive “full stack” engagement platform for multiscreen application environments. The Company is the first fully integrated enterprise platform that enables brands to capture, engage, manage and monetize their “anywhere, anytime” users. Ubiquity’s intellectual property and unique cloud-based technology combines MaaS with SaaS (Software as a Service) to enable its customers to structure their content and data in a mobile cloud to deliver innovative user experiences to their multiscreen communities and audiences worldwide. The Company’s products and services include the Sprocket Platform with a uniform comprehensive warehouse data analytics format, GiftSender a mobile wallet, Monkey Bars a social mobility distribution platform, and proprietary video intelligence software. The Company sells to small and mid-size businesses (“SMB”), digital media, education, enterprise, and government customers. The Company is a Nevada Corporation originally established in 2007.

~~Business~~Ubiquity, Inc. ~~Strategy~~(“Ubiquity” or the “Company”) provides a platform that enables users to connect to internet-based content on any type of device. Ubiquity’s unique technology and robust patent portfolio has led to the development of the Company’s signature product, the Sprocket. The Sprocket can be easily downloaded onto any type of device (such as mobile phone, tablet, laptop, smart TV, VR and AR devices, gaming consoles etc.) and then easily customized to provide the user with access to all web-based content, social media outlets, video-based content, private networks, social networks, personalized files, intelligent search, and virtually all other media. In short, the Sprocket provides easy and expedited access to content in the manner and choices selected by the user. The Sprocket also provides detailed analytics and data on the end-users, delivering tremendous value as a marketing tool to the content providers and advertisers.

~~The~~Ubiquity expects ~~Company~~new ismarkets ~~committed~~ to ~~bringing~~be ~~the~~created ~~best~~and ~~user~~existing ~~experience~~ markets to ~~its~~be ~~customers~~disrupted ~~through~~by ~~its~~Virtual ~~innovative~~Reality ~~products~~(“VR”) , Augmented Reality (“AR”) and ~~services.~~Mixed ~~The~~Reality ~~Company’s~~(“MR”) ~~business~~as ~~strategy~~used ~~leverages~~in ~~its~~the ~~unique~~Sprocket ~~ability~~platform. There are many examples of tohow ~~design~~(“VR”), (“AR”) and ~~develop~~(“MR”) ~~its~~can ~~own~~reshape ~~proprietary~~existing ~~platforms,~~forms ~~software~~of ~~applications,~~entertainment and ~~services~~commerce - tofrom ~~provide~~buying ~~its~~a ~~customers~~ new ~~products and~~home, ~~solutions~~interacting with ~~superior~~a ~~ease-of-use~~doctor, ~~seamless~~or ~~integration,~~watching ~~and~~a ~~innovative~~football ~~design~~game. ~~The~~As ~~Company~~the ~~believes~~technology ~~continual~~advances, ~~investment~~we believe inthat ~~research~~price ~~and~~points ~~development~~will decline, ~~marketing~~ and ~~advertising~~an isentire ~~critical~~new tomarketplace ~~the~~of ~~development~~applications ~~and~~(both ~~sale~~business ofand ~~innovative~~consumer) ~~products~~will enter ~~and~~the ~~technologies~~market. As ~~part~~Ubiquity ofbelieves ~~its~~VR/AR ~~strategy,~~has the ~~Company~~potential ~~continues~~ to ~~expand~~spawn ~~its~~a ~~platform~~multibillion-dollar ~~for~~industry, ~~the discovery~~ and ~~delivery~~may ofpossibly ~~third-party~~be ~~digital content~~as ~~and~~game ~~applications.~~changing ~~The~~as ~~Company~~the ~~also~~advent ~~supports~~of athe ~~community~~PC. ~~for~~VR ~~the~~(which ~~development~~immerses ofthe ~~third-party~~user ~~software~~in ~~and~~a ~~hardware~~virtual ~~products~~world) and ~~digital content~~AR ~~that~~(immerses ~~complement~~ the ~~Company’s~~user ~~offerings.~~which ~~The~~overlays digital ~~Company’s~~information ~~strategy~~onto ~~also~~the ~~includes~~physical ~~expanding~~world) ~~its~~is ~~distribution~~driving ~~network to~~a ~~effectively~~trend ~~reach~~towards ~~more~~the ~~customers~~adoption of software and toapplications ~~serve~~delivered via head-mounted-devices (HMDs) as a ~~gateway for~~ new ~~business~~computing ~~opportunities~~form ~~worldwide~~factor.

Ubiquity has ~~Products~~adapted its platforms to include the advancement of Virtual, Augmented and ~~Services~~Mixed reality. It has excited the public for decades, and is happening now due to the alignment of ecosystem drivers and technology advancements enabling the delivery of products and services via this medium. Currently, mobile technologies are accelerating the adoption of products and services designed to stimulate our human senses with realistic feedback that is truly immersive and that allows intuitive interactions. We believe desktop, video, shopping, entertainment, travel, education and training, fitness, and healthcare applications can be materially enhanced by Virtual, (VR) Augmented (AR) and Mixed reality (MR). Ubiquity aims to capitalize on the evolving use cases, the potential market disruption, and the challenge of moving from science fiction to widespread adoption.

~~UBIQUITY~~Virtual, Augmented ~~PRODUCTS~~and Mixed reality is essentially an artificial, software-created environment presented to users in such an immersive way that it is accepted by the user as real. By stimulating the senses of sight and sound –and sometimes touch– we can interact with these environments in much the same way as we would the real world.

~~Sprocket~~Immersion enhances everyday experiences, making them more realistic, engaging, and satisfying. VR, AR and MR provide the ultimate level of immersion, creating a sense of physical presence in real or imagined worlds. They bring a new paradigm for how we can interact with the world, offering unprecedented experiences and unlimited possibilities that will enhance our lives in many ways.

~~The Sprocket Platform Multiscreen as a Service (“MaaS”)~~Our is a vertical and highly scalable engagement platform which leverages single sign on with data capturing and customized content aggregation along with integrated global search to create dynamic analytics and business intelligence that is proprietary to its product offerings. The Sprocket Platform enables seamless navigation, immersive content interaction with a convenient interactive dashboard automated processes, and point-and-click simplicity. The platform also provides a comprehensive back end database that intelligently collects opt in application user information. The Company also supports a community for the development of third-party software and hardware products and digital content that complement the Company’s offerings. The Sprocket Platform is complete and is currently being offered to enterprise and white-label customers.Products

~~GiftSender~~Sprocket VR

~~GiftSender is a mobile wallet with a dynamic social user engagement~~Ubiquity’s ~~platform “MaaS” leveraging the~~ Sprocket ~~platform~~VR ~~that~~technology ~~powers~~is ~~mobile~~an ~~distribution~~integrated ofsystem ~~digital~~that ~~gift~~enables ~~cards,~~an ~~digital~~effective ~~payments and~~delivery ~~transfers.~~of ~~Fully~~technology ~~integrated with iOS~~ and ~~Android~~services ~~native~~on a ~~mapping,~~universal ~~GiftSender~~platform ~~geo-target’s~~on ~~consumers~~which ~~allowing~~all ~~for~~applications ~~targeted push~~can ~~notifications,~~be ~~giveaways,~~created ~~coupons, rewards~~ and ~~loyalty~~shared. ~~programs~~Essentially, ~~and~~it ~~discounts~~enables ~~customized based on~~ the ~~users~~“App ~~profile data~~Store” ~~providing a new level~~ of ~~customer~~virtual ~~brand interaction and engagement~~reality. ~~GiftSender~~Sprocket ~~delivers rich analytics so the brands have the tools to better understand their customers~~VR’s ~~needs~~technologies and ~~spending~~services ~~habits~~range ~~and~~from ~~are~~augmented ~~able~~reality to ~~measure~~virtual ~~the~~reality ~~success~~to ~~of their campaign. GiftSender~~holographic ~~was~~images ~~successfully beta tested in iOS~~ and ~~Android platforms in~~ the ~~last~~deployment ~~quarter~~and editing of ~~2014.~~VR ~~The~~content ~~Company~~across ~~offers~~all ~~this platform to enterprise and OEM customers~~devices.

~~Monkeybars~~Ubiquity is uniquely positioned to support superior immersive Virtual and Augmented reality experiences across all platforms, including head mounted devices (HMD’s). Ubiquity is committed to bringing seamless user experience to its customers through innovation. The Company’s business strategy leverages its unique patent portfolio to design and develop its own proprietary platforms, software applications, to establish new products and solutions with superior ease-of-use, seamless integration, and innovative design. The Company’s strategy also includes expanding its distribution network to effectively reach more customers and establish new business opportunities worldwide. The Company believes continual investment in research and development, marketing and advertising is critical to the development and sale of innovative products and technologies. The Company believes it has a sustainable competitive advantage in what we believe could be the biggest market opportunity anywhere for the next decade or more

~~Monkeybars~~As part isof aits ~~social~~strategy, ~~mobility~~the ~~distribution~~Company ~~platform~~continues ~~“MaaS” utilizing~~to ~~the~~expand ~~Sprocket~~its platform ~~that~~for ~~enables~~the ~~artists~~discovery ~~to upload~~ and ~~sell~~delivery ~~their~~of ~~content~~third-party ~~and~~digital ~~reward their fans/followers for buying~~content and ~~sharing the content~~applications. The ~~fan~~Company ~~becomes~~also ~~the~~supports ~~grassroots~~a ~~digital~~community ~~street team~~ for the ~~artists~~development inof athird-party ~~very~~software ~~unique~~and ~~way.~~hardware ~~The~~products ~~artist decides~~and ~~how~~digital ~~much they want to sell their~~ content ~~for~~that ~~and~~complement ~~how much of~~ the ~~revenue~~Company’s ~~they~~offerings. ~~want~~The toCompany’s ~~share~~strategy ~~with~~also ~~the~~includes ~~fans.~~expanding ~~Never~~its ~~before have artist~~distribution ~~and~~network ~~fans been able~~ to ~~work~~effectively ~~together~~reach tomore ~~distribute~~customers ~~content~~ and ~~share~~to inserve ~~the~~as ~~revenue in~~ a ~~unique~~gateway ~~partnership.~~for ~~The~~new ~~platform~~business ~~also~~opportunities ~~provides a comprehensive back end database that intelligently collects opt in application user information~~worldwide. ~~The application was successfully tested on iOS and Android platforms.~~

~~Video Search (MOFF)~~Sponsor Me

~~The~~Sponsor Me ~~Company’s~~is ~~Match~~a ~~Orientation~~social, ~~Field~~mobile ~~Filter~~content ~~(“MOFF”)~~network, initially utilizing ~~SaaS~~the ~~software~~backdrop ~~platform~~of ~~specializes~~action insports. ~~detecting~~Sponsor ~~objects~~Me ~~and~~plans ~~logos~~to ~~that~~develop ~~have~~its ~~few~~own ~~artifacts~~content, ~~enabling~~however itwill rely heavily on existing content sources. Focusing on high end brands, Sponsor Me plans to ~~perform~~provide atcurated authentic programming and relevant content from a ~~higher~~variety ~~degree~~ of sources ~~efficiently~~such as cars, fashion, food, wine, travel, tech and ~~accuracy~~other ~~than~~related ~~its~~areas ~~competition~~of ininterest. ~~both~~Curators ~~live~~will ~~transmissions~~offer their recommendations, commentaries, and ~~video~~observations ~~environments~~all designed to drive merchandise sales. The ~~software~~company ~~utilizes~~is currently developing a ~~methodology~~virtual experience ofin ~~detecting~~which ~~geometry~~to ~~over~~connect ~~intensity~~action ~~which~~sports ~~provides~~and anits ~~advantage~~primary toviewership ~~our~~through ~~solutions~~one ~~over~~of ~~other~~its ~~products~~Sprocket ~~currently~~channels inand ~~the~~other ~~market~~patented technology.

The company’s object and logo detection software platform “SaaS” provides a semantic understanding by combining edge detection and object tracking to recognize objects and activity within a scene. This allows for the detection of logos, locations and consumer products which can then linked to offers and advertisements. This process can be executed on existing film libraries and/or on new content assets and can be applied to feature films, television programs, and user generated content.5

~~MOFF~~On December ~~for~~31, ~~intelligent~~2014, ~~sports~~the ~~television~~Company entered into a Share Exchange Agreement with Sponsor Me, Inc., a Nevada corporation (“Sponsor Me”). Sponsor Me is ~~based~~a onrelated anparty ~~interactive~~as ~~engagement~~Brenden ~~platform~~Garrison ~~providing~~was the ~~viewer~~CEO ~~the~~of ~~ability~~Sponsor toMe ~~interact~~and ~~with~~is also the ~~programming~~CFO onof athe ~~real~~Company. ~~time~~The ~~basis.~~Effective ~~Our~~Date ~~Video~~of ~~intelligence~~the ~~provides~~transaction was March 31, 2015 and resulted in the ~~technology~~acquisition of Sponsor Me. Pursuant to ~~generate~~the ~~information~~terms ~~based~~of onthe Share aExchange ~~robust~~Agreement, ~~proprietary~~Ubiquity ~~object~~acquired all of the outstanding capital stock of Sponsor Me from the Sponsor Me shareholders for an aggregate of 3,878,467 shares, or 3.59% of the Company’s common stock at that time, and ~~logo~~Sponsor ~~detection~~Me became a wholly-owned ~~platform~~subsidiary of the Company.

~~MOFF~~In addition, ~~Video~~in ~~Intelligence~~connection with ~~object~~the ~~recognition~~transaction, ~~technology~~the Company forgave notes/accounts receivables due from Sponsor Me and SC Business, Inc., ~~combined~~and ~~with~~members ~~our~~of ~~object~~SME ~~tracking~~management ~~methodology~~and ~~offers~~SME ~~the~~consultants, ~~ability~~who toare ~~detect~~also ~~numbers~~members of Ubiquity management, forgave approximately $3.2M in accrued salary and ~~names~~related onexpenses, ~~sport~~Christopher ~~jerseys~~Carmichael forgave $1,470,863, ~~helmets~~Connie Jordan forgave $1,198,565, ~~cars~~and Brenden Garrison forgave $257,026 ~~etc.~~and the Company was relieved of paying payroll liabilities accrued in ~~sports~~the ~~broadcasts~~amount of $313,136. On Bythe ~~integrating~~closing ~~this~~date ~~technology~~the ~~with~~management ~~existing~~of ~~search~~SME ~~and~~relinquished ~~voice~~all ~~recognition~~shares ~~technologies~~held as follows: Christopher Carmichael cancelled 19,800,000 in ~~our~~Sponsor ~~product~~Me, ~~can~~Inc. ~~highlight~~Connie Jordan cancelled 19,800,000 shares in Sponsor Me, Inc. and ~~track~~Brenden aGarrison ~~given~~cancelled ~~player~~25,000 shares in aSponsor ~~sports~~Me, ~~broadcast~~Inc., Asowning an ~~example~~aggregate 39,625,000 ashares ~~viewer~~in ~~can~~Sponsor ~~instruct~~Me, ~~the~~Inc. ~~television~~and ~~set~~did tonot ~~“highlight~~receive ~~the~~any ~~running~~additional ~~back”~~shares in aUbiquity, Inc. ~~football~~or ~~game~~any orother ~~track~~compensation in Ubiquity, Inc. as part of the ~~statistics~~Share Exchange Agreement. The Company recorded the acquisition of athe ~~certain~~remaining ~~player~~non-controlling interest as an equity transaction in accordance with Accounting Standards Codification (“ASC”) 810.

~~MOFF~~SC Business, ~~also~~Inc. ~~allows~~(“SC”) ~~for~~is an entity owned by the ~~detection~~Company’s ofCFO, ~~objects~~Brenden Garrison. At times SC, in order to assist ~~such~~the Company in accessing its credit card lines (as ~~guns,~~provided ~~tattoos,~~by ~~license~~the ~~plates~~Carmichael family – see “Loans Payable – Related Parties” below), ~~and~~periodically ~~other~~charged ~~artifacts~~the ~~that~~Company’s ~~may~~credit becards ofand ~~interestin~~remitted athe ~~security~~related funds, net ~~military~~of orfees, ~~law~~back ~~enforcement~~to ~~environment~~Ubiquity or to SME.

~~In our system we employ effective depth map~~Remittances ~~processing~~to ~~techniques,~~SME ~~along~~are ~~with~~intercompany ~~edge~~transactions. ~~detection~~Accordingly, ~~components~~such ~~detection~~amounts are ~~and~~eliminated ~~filtering approaches,~~ in ~~order~~the toconsolidation ~~design a complete image-processing algorithm for efficient object detection~~ of ~~multiple individual objects in a single scene, even in complex scenes with many objects or video noise~~SME. ~~The Company is currently offering this technology for licensing to enterprise and government customers.~~

~~DIGITAL~~Video Search ~~CONTENT~~(MOFF)

~~Ubiquity~~The Company’s ~~Studios-Connecting~~Match ~~Mobile~~Orientation Field Filter (“MOFF”) software platform specializes in detecting objects and logos that have few artifacts enabling it to perform at a higher degree of efficiency and ~~Streaming~~accuracy ~~Media~~than its competition in both live transmissions and video environments. The software utilizes a methodology of detecting geometry over intensity which provides an advantage to our solutions over other products currently in the market.

~~Designed from the ground up for Digital~~The ~~Cinema~~Company’s ~~Production~~object and ~~with~~logo ~~the~~detection ~~digital~~software ~~lifestyle~~platform inprovides ~~mind,~~a ~~Ubiquity’s~~semantic ~~32,000~~understanding ~~square~~by ~~foot~~combining ~~digital~~edge ~~media production facility~~detection isand ~~based~~object intracking ~~the~~to ~~rapidly~~recognize ~~growing~~objects ~~research~~and ~~center~~activity inwithin ~~Irvine,~~a ~~California~~scene. ~~Well~~This ~~positioned~~allows ~~between~~for ~~LA’s~~the ~~booming~~detection ~~film~~of ~~and~~logos, ~~television industry~~locations and ~~Irvine’s~~consumer products ~~expanding~~which ~~technology~~can ~~center.~~then ~~The~~be ~~company~~linked ~~utilizes its studios~~ to ~~build~~offers ~~content~~and ~~for~~advertisements. ~~its~~This ~~digital~~process ~~media, educational,~~can ~~enterprise,~~be ~~and~~executed ~~government~~on ~~customers.~~existing ~~Ubiquity~~film ~~Studios~~libraries and/or ison anew ~~complete~~content ~~digital~~assets ~~cinema solution~~ and iscan ~~ready~~be ~~for~~applied ~~professional quality~~to ~~production of~~ feature films, ~~broadcast~~ television ~~properties~~programs, and ~~digital~~user ~~media~~generated content.

~~Current~~MOFF for ~~Ubiquity~~intelligent ~~Studio~~sports ~~projects~~television ~~include the~~is ~~untitled~~based ~~major~~on ~~motion~~an ~~picture~~interactive ~~the~~engagement ~~Queen~~platform ~~Mary~~providing ~~project,~~the ~~untitled~~viewer ~~major~~the ~~motion~~ability ~~picture~~to interact with the ~~Soccer~~programming ~~Project,~~on ~~Sneaker~~a ~~Pimps,~~real ~~What’s Chasing~~time ~~You,~~basis. ~~Yes~~Our ~~Girls,~~video ~~and~~intelligence ~~Wave~~provides ~~Warriors~~the ~~are~~technology ~~all~~to ~~being~~generate ~~developed~~information ~~for~~based on ~~multi-screen~~a ~~delivery~~robust proprietary object and logo detection platform.

~~Ubiquity~~MOFF ~~Intellectual~~video ~~Property~~intelligence with ~~Patents~~object recognition technology, combined with our object tracking methodology offers the ability to detect numbers and ~~Trademarks~~names on sport jerseys, ~~Copyrights~~helmets, cars, etc. in sports broadcasts. By integrating this technology with existing search and ~~Licenses~~voice recognition technologies, our product can highlight and track a given player in a sports broadcast. As an example, a viewer can instruct the television set to “highlight the running back” in a football game or track the statistics of a certain player.

~~The Company currently holds rights to patents and copyrights~~MOFF ~~relating~~also toallows ~~products and services. The Company has registered or has applied~~ for ~~trademarks and service marks in~~ the ~~U.S.~~detection ~~and a number~~ of ~~foreign~~objects ~~countries. Although the Company believes the ownership of~~ such ~~patents~~as guns, ~~copyrights~~tattoos, ~~trademarks~~license plates, and ~~service~~other ~~marks is~~artifacts ~~an important factor in its business and~~ that ~~its~~may ~~success~~be ~~does~~of ~~depend~~interest in ~~part on the ownership thereof, the Company relies primarily~~ ona ~~the innovative skills~~security, ~~technical~~military ~~competence~~or ~~and~~law ~~marketing~~enforcement ~~abilities of its personnel~~environment.

~~The~~In our ~~Company~~system ~~regularly~~we ~~files~~employ ~~patent~~effective ~~applications~~depth tomap ~~protect~~processing ~~inventions arising~~techniques, ~~from~~along ~~its~~with ~~research~~edge ~~and~~detection, ~~development~~components ~~around~~detection ~~the~~and ~~world.~~filtering approaches, Noin ~~single~~order ~~patent~~to ordesign ~~copyright~~a iscomplete ~~solely~~image-processing ~~responsible~~algorithm for ~~protecting~~efficient object detection of multiple individual objects ~~the~~in ~~Company’s~~a ~~products.~~single ~~The~~scene, ~~Company~~even ~~believes~~in ~~the~~complex ~~duration~~scenes ofwith ~~its~~many ~~patents~~objects isor ~~adequate~~video ~~relative~~noise. toThe ~~the~~Company ~~expected~~is ~~lives~~currently ofoffering ~~its~~this technology ~~products~~for licensing to enterprise and government customers.

~~Patents~~DIGITAL CONTENT

~~Issued~~Ubiquity Studios-Connecting ~~Patents:~~Mobile and Streaming Media

Designed from the ground up for Digital Cinema Production and with the digital lifestyle in mind, Ubiquity’s 29,250 square foot digital media production facility is based in the rapidly growing research center in Irvine, California. It is perfectly situated to service the booming film and television industry based in Los Angeles, as well as the expanding demands of Irvine’s technology center. The ~~following~~Company ~~patents~~utilizes ~~have~~its ~~been~~studios ~~granted~~to build content for its digital media, educational, enterprise, and government customers. Ubiquity Studios is a complete digital cinema solution and ~~issued~~is byready ~~USPTO:~~for professional quality production of feature films, broadcast television properties and digital media in both standard and Virtual Reality formats.

•Ubiquity Intellectual ~~Patent~~Property ~~No.US 7~~Patents,~~464,344~~ ~~“Systems and Methods for Immersive Advertising~~Trademarks,” •Copyrights ~~Patent No.US 8,533,632 “System~~ and Method for Immersive Advertising,” • Patent No.US 8,527,906 “System and Method for Immersive Advertising,” • Patent No. US 7,590,556 “System and Method for Providing Lifestyle Specific Information Services, and Products Over a Global Computer Network Such as the Internet” • Patent No. US 7,588,180 “Multi-Application Smart Card with Currency Exchange, Location Tracking, and Personal Identification Capabilities,” • Patent No.US 7,913,919 “Multi Application Smartcard with Currency Exchange, Location, Tracking and Personal Identification Capabilities,” • Patent No.US 8,479,981 “Multi-Application Smart Card with Currency Exchange, Location Tracking, and Personal Identification Capabilities,” • Patent No.US 7,953,452 “Cellular Multiscreen System,” • Patent No.US 8,265,707 “Cellular Multiscreen System,” • Patent No.US 7,996,788 “System and Method for Navigating a Dynamic Collection of Information,” • Patent No.Taiwan 351,637 “System and Method for Navigating a Dynamic Collection of Information,” • Patent No.US 8,032,113 “Value Added Transaction Gateway for Video Clips,” • Patent No. US 8,040,216 “Virtual Entry Assistant Using Automated Greeter” (Virtual Security Guard), • Patent No.US 8,155,947, “Multi-Lingual Translation System Using Character Set,”Licenses

5The Company currently holds rights to patents and copyrights relating to products and services. The Company has registered or has applied for trademarks and service marks in the U.S. and a number of foreign countries. Although the Company believes the ownership of such patents, copyrights, trademarks and service marks is an important factor in its business and that its success does depend in part on the ownership thereof, the Company relies primarily on the innovative skills, technical competence and marketing abilities of its personnel.

•The Company ~~Patent~~regularly ~~No.US~~files ~~8,170,239~~patent ~~“Virtual~~applications ~~Recording~~to ~~Studio~~protect ~~and~~inventions ~~Virtual~~arising ~~Visual~~from ~~Experience~~its ~~Systems,”~~research ~~• Patent No.US 8,311,901 “Method~~ and ~~Systems~~development ~~for~~around ~~Distributing products via a wide-area network such as~~ the ~~Internet,” • Patent No~~world.US No ~~8,401,083~~single ~~“Extreme~~patent ~~Video~~or ~~Compression~~copyright ~~over~~is asolely ~~Fixed~~responsible ~~Bandwidth~~for ~~Channel,”~~protecting ~~and~~the •Company’s ~~Patent No~~products.US ~~8,467,775~~The ~~“Digital~~Company ~~Data~~believes ~~Compression~~the induration of aits ~~Cellular~~patents ~~Phone,”~~is ~~and~~adequate •relative ~~Patent~~to ~~No.US~~the ~~8,929,434~~expected ~~“Video~~lives ~~Enhancement~~of ~~Internet~~its ~~Media Experience~~products.”

~~Approved Patent Applications:~~6

~~The following patent applications have been granted and are in the process of being issued by USPTO:~~Customers

	•	Approved Patent Application No. 14/023,137 “System and Method for Immersive Advertising,” and
	•	Approved Patent Application No. 13/935,520 “A Multi Application Smartcard with Currency Exchange, Location, Tracking and Personal Identification Capabilities.”

The Company proposes to sell its products directly to consumers businesses, technology companies, digital media enterprise, education, and government customers. The Company believes providing direct contact with its customers is an effective way to demonstrate the advantages of its products over those of its competitors.

~~Patent Applications:~~Competition

The Company ~~following~~is ~~patent~~focused ~~applications~~on ~~have~~expanding ~~been~~its market opportunities related to mobile communication, media devices, digital content, and ~~filed~~both virtual and augmented reality. These industries are highly competitive and include several large, well-funded and experienced participants. The Company expects competition in these industries to intensify significantly as competitors attempt to imitate some of the ~~process~~features of ~~being~~the ~~reviewed~~Company’s products and applications within their own products or, alternatively, collaborate with each other to offer solutions that are more competitive than those they currently offer. These industries are characterized by ~~USPTO:~~aggressive pricing practices, frequent product introductions, evolving design approaches and technologies, rapid adoption of technological and product advancements by competitors, and price sensitivity on the part of consumers and businesses.

•The markets ~~Patent~~for ~~Application~~the ~~No.~~Company’s ~~12/536,358~~products ~~“System~~ and ~~Method~~services ~~for~~are ~~Providing~~highly ~~Lifestyle~~competitive ~~Specific Information, Services,~~ and ~~Products~~the ~~Over~~Company ais ~~Global~~confronted ~~Computer~~by ~~Network~~aggressive ~~Such~~competition in asall ~~the~~areas ~~Internet,”~~of •its ~~Patent Application No~~business. ~~11/782,448~~These ~~“Fly~~markets ~~Buy~~are ~~Coupon~~characterized ~~System,”~~by •frequent ~~Patent~~product ~~Application~~introductions ~~No.~~and ~~11/866,937~~rapid ~~“Internet~~technological ~~Media~~advances. Competitors ~~Experience~~may ~~Compression~~include ~~Scheme,”~~media •and ~~Patent~~social ~~Application~~aggregation ~~No.~~products ~~11/854,454~~from ~~“Video~~startups ~~Transmitting~~and ~~Over~~companies ~~Cellular~~in ~~Carrier,”~~existence •today ~~Patent~~such ~~Application No. 13/004~~as,~~592~~ ~~“WEAV Video Compression System~~Instagram,” Facebook, ~~• Patent Application No. 13/305~~VIVE,~~304~~ ~~“WEAV~~Vine ~~Video~~Snap ~~Super Compression System~~Chat,” •Pulse ~~Patent Application No~~etc. ~~11/959~~,~~076~~ ~~“Cell~~as ~~Phone~~well ~~with~~as ~~Personalization~~traditional ofprogram ~~Avatar,”~~and •grid-guide ~~Patent~~providers ~~Application~~such ~~No.~~as ~~11/958~~Samsung,~~343~~ WorldViz, ~~“Interactive~~IBM ~~Puzzle~~, ~~Game over a Portable Device~~Metta,” •and ~~Patent~~Curv ~~Application~~Surf ~~No. 11/852~~,~~135~~ ~~“Mobile~~and ~~Movie Editing System~~VR,” •AR ~~Patent~~and ~~Application~~Augmented ~~No.~~reality ~~13/763~~companies,~~800~~ ~~“My~~etc. ~~Faves~~We ~~Section~~may ~~for~~face competition from a ~~Website,”~~number •of ~~Patent~~large ~~Application~~companies ~~No.~~that ~~13/176,313~~have ~~“Video~~expertise ~~over~~in ~~Internet~~developing toonline ~~Multiple~~commerce, ~~Display~~content ~~Devices” (IP Streaming)~~distribution, •social ~~Patent Application No. 12/721~~networking,~~945~~ ~~“Tagging Video Content~~online readers,” •and ~~Patent~~mobile ~~Application~~cross ~~No.~~platform ~~12/753,895~~products ~~“Medical~~and ~~Scan~~in ~~Clip~~facilitating ononline ~~for~~interaction asuch ~~Portable~~as ~~Device~~Google,” •FaceBook, ~~Patent~~You ~~Application~~Tube, ~~No. 12/754~~Apple,~~339~~ Microsoft, ~~“On the Go Karaoke~~Samsung,” ~~• Patent Application No. 12/860~~Yahoo,~~147~~ ~~“Message Over Cell Phone System~~Snapchat,” •American ~~Patent~~Express ~~Application~~and Noothers. ~~13/184,687~~The ~~“Movie~~Company ~~Book,”~~expects •competition ~~Patent~~in ~~Application~~these ~~No.~~industries ~~13/221,309~~to ~~“Mobile~~intensify significantly ~~Gift~~as ~~Card,”~~competitors •attempt ~~Patent~~to ~~Application~~imitate ~~No.~~some ~~13/529,735~~of ~~“Video~~the ~~Cell~~features ~~Phone~~of ~~Messenger,”~~the •Company’s ~~Patent~~products ~~Application~~and ~~No.~~applications ~~13/535,081~~within ~~“Web~~their own ~~3.0~~products ~~Content Aggregation~~or, ~~Delivery and Navigation System~~alternatively,” •collaborate ~~Patent~~with ~~Application~~each ~~No.~~other ~~13/890,075~~to ~~“Intelligent~~offer ~~Video~~solutions ~~System~~that ~~Using~~are ~~Electronic~~more ~~Filter,”~~competitive •than ~~Patent~~those ~~Application~~they Nocurrently offer. ~~13/775,462~~These ~~“Feature~~industries ~~Detection~~are ~~Filter~~characterized ~~Using~~by ~~Orientation~~aggressive ~~Fields~~pricing ~~(MOFF)~~practices,” •frequent ~~Patent~~product ~~Application No. 13/854~~introductions,~~784~~ ~~“Transmedia~~evolving ~~Storytelling~~design ~~Tracking~~ approaches and ~~Mapping System~~technologies,” •rapid ~~Patent~~adoption ~~Application~~of ~~No.~~technological ~~14/061,567 “System~~ and ~~Method~~product ~~for~~advancements ~~Mobile~~by ~~Gift Distribution~~competitors,” •and ~~Patent~~price ~~Application~~sensitivity ~~No.~~on ~~13/920,286~~the ~~“Digital~~part ~~Data~~of consumers ~~Compression in a Cellular Phone,” • Patent Application No. 14/061,567 “System~~ and ~~Method for Mobile Gift Distribution,”~~businesses.

6The Company’s future financial condition and operating results depend on the Company’s ability to continue to develop and offer new innovative products and services in each of the markets it competes in.

• Patent Application No. 14/215,670 “Sprocket Shaped User Interface for Navigating a Dynamic Collection of Information ,” • Patent Application No. 14/316,578 “Sprocket Shaped User Interface for Navigating a Dynamic Collection of Information Collected by a Gateway Device at User Premises,” • Patent Application No. 14/320,442 “Sprocket Shaped User Interface for Navigating a Dynamic Collection of Information on a Mobile Device,” Marketing and ~~• Patent Application No. 14/177,492 “System and Method for Displaying Data Feeds from Multiple Online Social Networks.”~~Sales

~~Customers~~The Company uses a variety of direct and indirect distribution channels, such as enterprise, white label, OEM customers, direct sales force, and third-party cellular network carriers, licensees, and value-added resellers. The Company believes that sales of its innovative and differentiated products and services are enhanced by knowledgeable salespersons who can convey the value of the platform and software integration, and demonstrate the unique solutions that are available on its products. The Company further believes providing direct contact with its targeted customers is an effective way to demonstrate the advantages of its products over those of its competitors and providing a high-quality sales and after-sales support experience is critical to attracting new and retaining existing customers.

~~The Company sells its products directly to businesses, digital~~Research ~~media enterprise, education,~~ and ~~government customers. The Company believes providing direct contact with its customers is an effective way to demonstrate the advantages of its products over those of its competitors.~~Development

~~Competition~~Because the industries in which the Company competes are characterized by rapid technological advances, the Company’s ability to compete successfully depends heavily upon its ability to ensure a continual and timely flow of competitive products, services and technologies to the marketplace. The Company continues to develop new technologies to enhance existing products and to expand the range of its product offerings through research and development, licensing of intellectual property and acquisition of third-party businesses and technology. Total research and development expense was $235,713 and $444,811 in 2015 and 2014, respectively.

The Company is focused on expanding its market opportunities related to mobile communication and media devices. These industries are highly competitive and include several large, well-funded and experienced participants. The Company expects competition in these industries to intensify significantly as competitors attempt to imitate some of the features of the Company’s products and applications within their own products or, alternatively, collaborate with each other to offer solutions that are more competitive than those they currently offer. These industries are characterized by aggressive pricing practices, frequent product introductions, evolving design approaches and technologies, rapid adoption of technological and product advancements by competitors, and price sensitivity on the part of consumers and businesses.Employees

~~The~~As ~~markets for the Company’s products and services are highly competitive and the Company is confronted by aggressive competition in all areas~~ of ~~its business. These markets are characterized~~ byDecember ~~frequent product introductions and rapid technological advances. Competitors may include media and social aggregation products from startups and companies in existence today such as~~31, ~~Instagram~~2015, ~~Vine~~the ~~Flipboard,~~Company ~~Pulse~~had ~~etc.,~~15 ~~as well as traditional program and grid-guide providers such as Rovi, TV Guide, and Zap2it etc~~employees. We may face competition from a number of large companies that have expertise in developing online commerce, content distribution, social networking, online readers, and mobile cross platform products and in facilitating online interaction such as Google, FaceBook, You Tube, Apple, Microsoft, Samsung, Yahoo, Snapchat,American Express and others. The Company expects competition in these industries to intensify significantly as competitors attempt to imitate some of the features of the Company’s products and applications within their own products or, alternatively, collaborate with each other to offer solutions that are more competitive than those they currently ~~offer.~~has ~~These~~8 industries are characterized by aggressive pricing practices, frequent product introductions, evolving design approaches and technologies, rapid adoption of technological and product advancements by competitors, and price sensitivity on the part of consumers and businesses.employees

~~The Company’s future financial condition and operating~~Governmental ~~results depend on the Company’s ability to continue to develop and offer new innovative products and services in each of the markets it competes in.~~Regulations

~~Marketing~~We are affected by laws and ~~Sales~~regulations that apply to businesses in general, as well as to businesses operating on the Internet. This includes a continually expanding and evolving range of laws, regulations and standards that address information security, data protection, privacy, consent and advertising, among other things. By providing a medium through which users can post content and communicate with one another, we may also be subject to laws governing intellectual property ownership, obscenity, libel, and privacy, among other issues.

The Company uses a variety of direct and indirect distribution channels, such as enterprise, white label, OEM customers, direct sales force, and third-party cellular network carriers, licensees, and value-added resellers. The Company believes that sales of its innovative and differentiated products and services are enhanced by knowledgeable salespersons who can convey the value of the platform and software integration, and demonstrate the unique solutions that are available on its products. The Company further believes providing direct contact with its targeted customers is an effective way to demonstrate the advantages of its products over those of its competitors and providing a high-quality sales and after-sales support experience is critical to attracting new and retaining existing customers.7

~~Research and Development~~Recent Developments

~~Because the industries in which the Company competes are characterized~~On byNovember ~~rapid~~10, ~~technological advances~~2015, the Company’s ~~ability~~issued ~~to compete successfully depends heavily upon its ability to ensure~~ a ~~continual~~Press ~~and~~Release ~~timely~~announcing ~~flow~~that ofthe ~~competitive~~U.S. ~~products,~~Patent ~~services~~ and ~~technologies~~Trademark toOffice ~~the~~(USPTO) ~~marketplace.~~issued ~~The Company continues to develop~~three ~~new~~key ~~technologies~~patents tocovering ~~enhance existing products and to expand~~ the ~~range~~Company’s oftechnology ~~its~~for ~~product~~video ~~offerings~~compression ~~through research~~ and ~~development, licensing~~enhancement ~~of intellectual property~~ and ~~acquisition~~wireless ofcommunications ~~third-party~~for ~~businesses~~the medical ~~and technology~~industry. ~~Total~~The ~~research~~four ~~and~~patents ~~development expense was $916,320 and $299,434 in 2014 and 2013, respectively.~~are:

~~Employees~~● U.S. Patent No. 8,983,535 B2: covers Medical Scan Clip-on – a device that scans medical parameters and communications via a cell phone; the cell phone can communicate the parameters to remote locations and/or can analyze them. ● U.S. Patent No. 9,106,925 B2: covers WEAV Video Compression System – a compression system using super compression. ● U.S. Patent No. 8,929,434 B2: covers Video Enhancement Internet Media Experience in Converting High Definition Formats to Video Formats – an image or video from a cell phone is processed to expand the image in a way to display it on a high definition video screen. ● U.S. Patent No. 9,648,114: covers the Social Media Timeline

AsBoard Member ofand ~~December 31, 2014, the Company has 15 full-time employees.~~Management

~~Governmental~~On February ~~Regulations~~1, 2016, the Board of Directors (the “Board”) of Ubiquity, Inc. appointed Greg Jones, 62, as a new member of the Board. He has held key positions in the development of finance, technology and marketing companies in Asia, U.S., and Australia. Since 2013, Mr. Jones has served as Principal of Kee Capital Group, where he has assisted in raising finances for various infrastructure projects and developed markets in consumer products leasing for SME’s in Asia and developed a leasing organization for major items including aviation products, locomotives and rolling stock. Since 2012, Mr. Jones has also served as the Chairman of Strategic Marketing Services International Limited, located in Hong Kong, where he designed for brand development and marketing of various products for private companies and agencies. He has also currently serves as a Director of the Australian College of Arts International Pty Limited, Ausmusic Limited, and Wallace Wine Company.

WeJune 10, ~~are~~2016 ~~affected~~- byAs ~~laws~~a ~~and~~part ~~regulations~~of ~~that~~the ~~apply~~corporate torestructuring ~~businesses in~~plan ~~general~~of Ubiquity, asInc, ~~well~~on asJune to10, ~~businesses~~2016, ~~operating~~Greg onJones ~~the~~relinquished ~~Internet.~~his ~~This~~role as ~~includes~~ a ~~continually~~board ~~expanding~~member ~~and evolving range~~ of ~~laws~~Ubiquity, ~~regulations~~ Inc. and ~~standards~~rescinded ~~that~~all ~~address~~contracts ~~information~~between ~~security,~~himself ~~data~~and ~~protection~~Ubiquity, ~~privacy,~~Inc. ~~consent~~Mr. ~~and~~Jones ~~advertising,~~departure ~~among~~was ~~other things.~~not Byrelated ~~providing~~to aany ~~medium~~disagreement ~~through~~with ~~which~~the ~~users~~Company ~~can~~on ~~post~~any ~~content~~matter ~~and~~relating ~~communicate~~to ~~with~~the ~~one~~Company’s ~~another~~operations, wepolicies ~~may~~and ~~also~~practices. The beCompany ~~subject~~expressed toappreciation ~~laws~~for ~~governing intellectual~~the ~~property~~services ~~ownership,~~Mr. ~~obscenity,~~Jones ~~libel,~~performed ~~and~~as ~~privacy,~~a ~~among~~Board ~~other issues~~Member.

7On June 1, 2016, Webb Blessley resigned as a member of the B (the “Board”) of Ubiquity, Inc. Mr. Blessley’s resignation was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies and practices. The Company accepted Mr. Blessley’s resignation and expressed appreciation for the services he performed as a director. Mr. Blessley also resigned from his duties as Secretary and Treasurer.

~~Recent~~June 8, ~~Developments~~2016 - As a part of the corporate restructuring plan of Ubiquity, Inc on June 8, 2016, Nick Mitsakos, who was presently Co-Chairman was appointed as Interim Chief Executive Officer and remained as Co-Chairman of the Company. Mr. Carmichael who has served the dual roles of CEO and Creative Architect will relinquish the role of CEO and will remain Co-Chairman and will continue to serve as Chief Creative Architect of the Company. Mr. Carmichael’s relinquishing of his role as CEO was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies and practices. The Company expressed appreciation for the services Mr. Carmichael performed as a Chief Executive Officer.

~~On March 13, 2015 (the “Effective Date”)~~August ~~Ubiquity~~12, ~~Inc.~~2016 ~~has entered into a Non~~-~~Exclusive~~ ~~Commercial~~Nicholas ~~Technology~~Mitsakos ~~License~~resigned ~~Agreement~~as (the ~~“License~~Interim ~~Agreement”) with~~Chief ~~Sprocket~~Executive HKOfficer ~~Limited~~and ~~(“Sprocket”),~~as athe ~~Hong~~Co-Chairman ~~Kong~~and ~~limited~~member ~~liability~~of ~~company. Pursuant to~~ the ~~terms~~Board of ~~the~~ ~~Agreement,~~Directors ~~the~~of ~~Company~~Ubiquity, ~~agreed~~Inc. toeffective ~~grant~~August to12, ~~Sprocket~~2016. aMr. ~~domestic~~Mitsakos’ ~~and~~resignation ~~international~~was ~~non-exclusive~~not ~~license~~related to ~~make,~~any ~~use,~~disagreement ~~copy~~with the ~~and~~Company ~~distribute products~~on ~~and~~any ~~services~~matter ~~based~~relating ~~upon~~to the ~~technology~~Company’s ~~owned~~operations, bypolicies ~~the~~and ~~Company~~practices. ~~Sprocket~~While ~~will~~serving ~~also~~on ~~negotiate~~the ~~licenses~~board ~~with~~of ~~third parties,~~directors ~~subject~~and toas ~~the~~CEO ~~terms~~of ~~and~~the ~~conditions~~company, ~~set~~Mitsakos ~~forth~~failed into advise the ~~License~~board ~~Agreement.~~of ~~The~~his ~~license~~SEC ~~grant~~investigation isinto ~~conditioned~~a oncompany ~~the~~owned ~~parties’~~and solely controlled ~~mutual~~by ~~approval~~Mitsakos ofknown aas ~~“Corporate~~Matrix ~~Memo~~Capital. ofMatrix ~~Understanding”~~Capital ~~within~~has 30never ~~calendar~~had ~~days~~any ~~from~~affiliation ~~the~~with ~~Effective~~Ubiquity, ~~Date~~its ofOfficers, ~~the~~Directors, ~~License~~or Shareholders ~~Agreement~~whatsoever.

~~Acquisition~~June 20, 2016 - As a part of ~~Coversant~~the corporate restructuring and growth plan of Ubiquity, Inc on June 20, 2016, Jonathan Kalbfield signed his contract to become Ubiquity, Inc’s. Chief Technology Officer.

On January 27, 2015 (“Effective Date”), Ubiquity, Inc. (the “Company”), by and through its wholly owned subsidiary, Ubiquity Merger Sub, Inc. (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Coversant, Inc. (“Coversant”), a California corporation. Pursuant to the Merger Agreement, Coversant will be merged with Merger Sub, which will be the surviving entity (the “Merger”). On March 19, 2015, the Company, Merger Sub and Coversant consummated and closed the Merger and an Agreement of Merger was submitted to the State of California. Pursuant to the terms of the Merger Agreement, upon the closing of the Merger, the Coversant shares issued and outstanding immediately prior to the Effective Date shall be converted automatically into the right to receive an aggregate of 13,242,334 restricted shares of the Company’s common stock, distributed to the shareholders of Coversant on a pro rata basis.8

~~Coversant~~On April is20, a2017, ~~developer~~the ofBoard ~~an "Internet~~ of ~~Things~~Ubiquity, ~~Service Bus"~~Inc. ~~(IoT-SB)~~voted ~~which~~to ~~can~~appoint ~~securely~~Robert ~~and~~B. ~~efficiently~~Fernander ~~connect~~to ~~devices,~~fill ~~sensors,~~a ~~and~~vacancy ~~actuators~~on tothe ~~users,~~Company’s ~~applications and databases~~Board. ~~for~~The ~~data~~Company ~~analysis~~entered ~~and~~into ~~process~~a ~~control.~~Board ~~Coversant~~of isDirectors ~~one~~Retention ofAgreement ~~two~~(the ~~software~~“Retention ~~platforms~~Agreement”) inwith ~~the~~Mr. ~~world~~Fernander, pursuant ~~that~~to ~~has~~which ~~passed~~the ~~rigorous~~Company ~~Defense Information~~agreed ~~Systems~~to ~~Agency~~grant 250,000 ~~and~~shares ~~placed~~of on the ~~Unified~~Company’s ~~Capabilities~~Common ~~Approved~~Stock ~~Product~~for ~~List~~the ~~(UCAPL).~~first ~~Coversant’s~~year ~~protocol,~~of service ~~based~~under onthe ~~XMPP~~Retention Agreement, isand ~~mandated~~an byadditional ~~the~~250,000 ~~Department~~shares of ~~Defense~~the ~~for~~Company’s ~~real~~Common ~~time~~Stock ~~communication~~ for ~~voice,~~each ~~video,~~year ~~chat,~~of ~~messaging~~service ~~and~~as a ~~presence~~director thereafter.

OnMr. Fernander ~~March~~has ~~20,~~not ~~2015~~been appointed to any committees of the Board at this time; however, the Company ~~issued~~expects athat ~~press~~he ~~release~~will ~~announcing~~be appointed ~~that~~to ~~the~~one ~~Company~~or ~~had~~more ~~closed~~Board committees in the ~~Merger~~future. AThere ~~copy~~are ofno ~~the~~arrangements ~~Company’s~~or ~~press~~understandings ~~release~~between isMr. ~~attached~~Fernander ~~hereto~~and asany ~~Exhibit~~other persons 99pursuant to which Mr.1 ~~and~~Fernander ~~is incorporated~~was ~~herein~~appointed bya ~~reference~~director of the Company.

~~Acquisition~~On August of15, ~~Sponsor~~2016, Methe Board of Ubiquity, Inc. appointed Bola Ajere, 68, as a new member of the Board. Bola Ajere is the President & CEO and founder of the AMC Consulting Group, a management and technology consulting company based in Los Angeles, California, specializing in Information Technology, Corporate Governance, Risk Management and Regulatory Compliance Programs. He is also the CEO and founder of the Sierra Madre Group, an Intellectual Property Management and manufacturing company.

~~On December 31, 2014, Ubiquity, Inc. (the “Company”),~~Potential/Actual ~~entered~~Board into a Share Exchange Agreement (the “Agreement”) with Sponsor Me, Inc. (“Sponsor Me”), a Nevada corporation, a related party. The Effective Date of the transaction was March 31, 2015 (the “Effective Date”) and resulted in the acquisition (the “Acquisition”) of Sponsor Me. Pursuant to the terms of the Agreement, Ubiquity acquired all of the outstanding capital stock of Sponsor Me from the Sponsor Me shareholders for an aggregate of 3,878,467 shares, of 3.59% of the Company’s common stock.Resignations

~~Sponsor~~Bola Ajere Mehas isresigned afrom ~~new~~his ~~kind~~respective ofposition ~~digital~~as ~~publishing~~an ~~company~~independent ~~that~~board member from the Ubiquity Inc. He will consider rejoining ~~combines~~the ~~expert~~board ~~editorial~~if Ubiquity Inc. is able to obtain a D & O insurance with ~~ecommerce~~a ~~for~~coverage ~~distribution~~of on$5 ~~mobile~~million ~~and~~by ~~social~~the ~~platforms~~end of June 2017.

~~Sponsor~~On May Me25, ~~Inc.~~2017 ~~is a related party~~Mr. ~~Brenden~~Robert ~~Garrison~~Fernander isexpressed ~~the CEO~~his ofintentions ~~Sponsor~~to Meresign ~~and~~from ~~is also~~ the ~~CFO~~Board of ~~the Company. On the Closing Date~~Directors, ~~Christopher~~should ~~Carmichael,~~Ubiquity ~~Connie~~be ~~Jordan and Brenden Garrison,~~unable ~~owning~~to ansecure ~~aggregate~~adequate levels of ~~39,625,000~~Directors ~~shall cancel their shares in Sponsor Me, Inc.~~ and ~~shall~~Officers ~~not~~Insurance ~~receive~~on ~~any~~or ~~shares~~before ofJune ~~Ubiquity~~30, ~~Inc~~2017.~~, and all accrued salaries.~~

~~As a result of the Agreement, the Sponsor Me shareholders transferred~~Interim ~~all~~CEO ~~their interest in Sponsor Me to the Company and, as a result, Sponsor Me became a wholly-owned subsidiary of the Company.~~Appointment

OnOne June ~~February 12~~20, ~~2015~~2017, at the ~~Board~~request of ~~Directors~~the majority of ~~Ubiquity, Inc. (~~the “Company”)’s ~~approved~~shareholders ~~the~~current ~~execution~~chairman ~~of an option agreement whereby,~~ Christopher Carmichael has agreed to ~~exchange~~become ~~$1,000,000 of~~the ~~his~~Company’s ~~accrued~~Interim ~~and~~Chief ~~unpaid~~Executive ~~salary~~Officer and ~~directors~~will ~~compensation~~remain ~~for~~as ~~2,561,856~~Chairman ~~options,~~of atthe aCompany. ~~share~~Mr. ~~price~~Carmichael who ofhas ~~$0.485~~previously (served the ~~“Options”). The~~dual ~~options~~roles of CEO and Creative Architect will ~~carry~~retain athe ~~five~~role ~~(5)~~of ~~year~~interim ~~term~~CEO, Chief Creative Architect, and ~~vest~~Chairman ~~upon~~until ~~issuance~~the shareholders meeting.

~~The issuance of the Options was completed in accordance with~~License the exemption provided by Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and/or Section 4(2) of the Securities Act, in that such sale and issuance was made without any public offering to “accredited investors,” as that term is defined under Rule 50Agreements

~~Item~~On May 1A5, 2016 (the “Effective Date”), Ubiquity, Inc. ~~Risk~~entered ~~Factors~~into a Non-Exclusive License Agreement (the “License Agreement”) with Dash Radio, Inc. (“Dash Radio”), a Delaware corporation. Pursuant to the terms of the License Agreement, the Company agreed to grant to Dash Radio worldwide non-exclusive license to use its patents and trademarks of the Sprocket technology. As consideration for the granting the non-exclusive license, Dash Radio shall pay royalties to the Company equal to (1) 5% of the gross sales of the Dash Radio App, (2) an entry fee equal to one hundred thousand dollars ($100,000). In addition, Dash Radio shall maintain a minimum sales volume of the licensed goods as described below. If Dash Radio fails to reach the minimum sales volume at any time, then a royalty on the difference between the minimum sales and the actual sales shall be due and payable 10 days after the close of the calendar year in which the sales took place. Dash Radio has failed to reach minimum sales requirements through June 12, 2017.

~~This~~On April ~~information~~24, is2017, ~~not~~the ~~required~~Company entered into an exclusive license agreement with ADGUILD Japan, L.T.D. until December 31, 2021 primarily licensing its Sprocket, Immersive, and Lifestyle Patents in a predetermined territory. The License has a non-refundable entry fee in the amount of $3,000,000.00 (THREE MILLION DOLLARS) to be paid out over the term of the agreement. The Company will also receive royalties of 5% of the gross sales of all licensing related revenue with minimum sales requirements each year as follows, $575,000 for ~~smaller~~2017, ~~reporting~~$1,250,000 ~~companies~~for 2018, $1,500,000 for 2019, $1,750,000 for 2020, and $2,250,000 for 2021.

~~Item~~Suspension of ~~1B. Unresolved Staff Comments.~~Trading

~~This~~On March ~~information~~20, is2017, ~~not~~the ~~required~~(“SEC”) ~~for~~announced ~~smaller~~the temporary suspension of trading in the securities of Ubiquity, Inc., (OTC ~~reporting~~Link: ~~companies~~UBIQ), pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”). The trading suspension commenced at 9:30 a.m. EDT on March 20, 2017, and terminated at 11:59 p.m. EDT on March 31, 2017. The trading suspension may be extended by the SEC for a period of up to thirty (30) calendar days.

8On April 7, 2017, the Company, which has been delinquent in its periodic filings following its report for the quarter ended September 30, 2015, filed its Answer to the OIP and advised the SEC and the Administrative Law Judge that it plans to become current by June 30, 2017. On April 11, 2017, the Administrative Law Judge vacated the April 17, 2017 hearing date and issued a scheduling order for the SEC’s intended motion for summary disposition, pursuant to 17 C.F.R. § 201.250(b). The SEC served the Company on June 15, 2017. The Company’s opposition to the SEC’s motion and the SEC’s reply will be due on July 3, 2017, and July 10, 2017, respectively.

~~Item 2. Properties.~~9

The SEC ~~company~~stated isthe ~~located~~following atin ~~9801~~its ~~Research Drive,~~release ~~Irvine,~~(Release CANo. 80275)

OnThe Commission ~~October~~temporarily 7,suspended ~~2010,~~trading ~~Ubiquity~~in ~~entered~~the ~~into a~~securities 5of ~~year~~Ubiquity ~~lease~~due ~~for~~to a ~~new~~lack ~~building in the city~~ of ~~Irvine,~~current ~~CA.~~and Inaccurate ~~July~~information ~~2014,~~ about the Company ~~revised~~because ~~their~~Ubiquity ~~lease~~is ~~agreement~~delinquent ~~for~~in ~~additional square~~its ~~footage.~~requisite ~~Under~~periodic ~~the~~filings ~~terms~~with of the ~~revised~~Commission ~~lease~~pursuant ~~agreement,~~to ~~commencing~~Section on13(a) of ~~September~~the 1,Exchange ~~2014,~~Act ~~the~~and ~~minimum~~Rules ~~monthly~~13a-1 ~~rent~~and ~~will be~~13a-13 ~~$40,953~~thereunder. InThis ~~addition,~~order ~~the~~was ~~revised~~entered ~~lease~~pursuant ~~agreement~~to ~~includes~~Section ~~annual~~12(k) ~~rent increases through expiration~~ of ~~January~~the ~~20,~~Exchange ~~2020 and other incentives~~Act.

9Periodic Reports that Have Not Been Filed

~~Item~~Ubiquity has 3.not ~~Legal~~filed ~~Proceedings~~its Annual Report on Form 10K as of, and for the annual period ending December 31, 2016, or any of the quarterly reports on Form 10Q required under the Exchange Act for fiscal 2016.

~~Think~~The Company ~~Design~~was ~~Media,~~previously ~~Inc~~not able to obtain the requisite financial information from a non-U.S entity that the Company consolidated in order to prepare its 2015 financial statements and ~~Related~~other disclosures that are required to be included in these Exchange ~~Entities~~Act reports. As a result of this significant issue, the Company could not have confidence that such disclosures would be true and correct in all material respects, despite the Company’s diligent efforts to obtain such information from its non-U.S. entity.

~~As previously disclosed in the Company’s Quarterly Report~~Administrative onHearing ~~Form~~that ~~10-Q for the quarter ended September 30, 2014, on~~ May ~~27,~~Result ~~2014,~~in ~~Think~~Revocation ~~Design Media, Inc. ("TDM"), filed a lawsuit against the Company claiming breach~~ of aRegistration ~~December~~Under ~~2013 consulting contract. TDM disputes~~ the ~~Company's~~Exchange ~~cancellation of the consulting agreement for non-performance.~~Act

OnAdditionally, on ~~July~~March 2820, ~~2014~~2017, aUbiquity ~~complaint~~ was ~~filed~~named ~~by the Company~~ as ~~the Plaintiff~~a ~~against~~respondent ~~Think~~in ~~Mobile,~~an ~~Inc.,~~Order ~~Carlos~~Instituting E.Administrative ~~Orellana~~Proceedings and ~~Ivano~~Notice ~~Stamegna~~of ~~(together,~~Hearing Pursuant ~~the~~to ~~“TGS~~Section ~~Defendants”~~12(j), inof the ~~Superior~~ ~~Court~~Exchange ~~of California. The Company alleged in its complaint causes for breach of contract~~Act, ~~breach~~File ofNo. ~~implied~~3-17884 ~~covenant~~(the ~~of good faith and fair dealing, fraudulent inducement, intentional interference with contractual relations, intentional interference with prospective economic advantage and conversion~~“Order”). The ~~Company~~SEC ~~alleged~~stated ~~that~~in the ~~terms of the TGS Agreement were violated by the TGS Defendants and the TGS Defendants failed to enter into the Agreement in good faith.~~Order,

OnIn view ~~September~~of ~~25,~~the ~~2014,~~allegations amade ~~complaint was filed~~ by the ~~Company as~~Division ~~the~~of ~~Plaintiff~~Enforcement, ~~against~~the ~~Think~~Commission ~~Design~~deems ~~Media,~~it ~~Inc.,~~necessary ~~Biznexion,~~and ~~Inc.,~~appropriate ~~Acosta~~for ~~Investments,~~the ~~LLC,~~protection of ~~Carlos~~investors ~~Orellana,~~that ~~Ivano~~public ~~Stamegna,~~administrative ~~Anthony Cesare~~proceedings ~~and~~be ~~other~~instituted ~~defendants~~to indetermine ~~the~~[among ~~Superior~~other ~~Court~~things]: of… ~~California,~~B. ~~County~~Whether ofit ~~Orange.~~is necessary ~~The~~and ~~Company~~appropriate ~~alleged~~for ~~that~~ the ~~TDM~~protection ~~Defendants never~~of ~~had~~investors ~~any intention~~ to ~~fulfill~~suspend ~~the~~for ~~terms~~a ofperiod ~~the~~not ~~Agreements~~exceeding ~~and~~twelve ~~instead~~months, ~~improperly~~or ~~acquired~~revoke ~~and disclosed~~ the ~~Company’s~~registration, ~~trade~~of ~~secrets.~~each ~~The~~class ~~Company~~of ~~alleged~~securities inregistered ~~its~~pursuant ~~complaint~~to ~~that~~Section ~~the~~12 ~~TDM~~of ~~Defendants’~~the ~~actions~~Exchange ~~constitute~~Act ~~fraud, conversion, misappropriation~~ of ~~trade~~the ~~secrets~~Respondent, ~~trademark~~and ~~infringement,~~any ~~breach~~successor ofunder ~~contract,~~Exchange Act ~~fraudulent~~Rules ~~transfer,~~12b-2 ~~unfair~~or ~~competition~~12g-3, ~~and~~regardless ~~violation~~ of ~~the~~corporate ~~Racketeer Influenced and Corrupt Organizations Act~~name.

OnA related ~~February~~Administrative ~~26,~~Procedures ~~2015,~~Ruling ~~the~~was ~~Company, Think~~issued ~~Mobile,~~on ~~Inc.,~~March ~~Think~~21 ~~Design Media, Inc.~~ and ~~all~~provides ~~other~~that ~~parties to~~ the ~~lawsuits~~administrative ~~submitted~~hearing towill ~~the~~be ~~Superior~~held ~~Court~~on ~~of California,~~April ~~County of Orange a request for dismissal of all actions between the parties~~17, ~~after executing a Confidential Settlement Agreement and Release (the “Agreement”)~~2017. AsA ~~part~~pre-hearing ofconference ~~the~~will ~~Agreement,~~be ~~the~~scheduled ~~lawsuits~~as ~~were~~required ~~settled~~under ~~and~~this ~~the~~Administrative ~~Company~~Procedures ~~obtained a full release from all defendants to such lawsuits~~Ruling.

~~Other~~If Ubiquity’s registration under Section 12(j) of the Exchange Act is revoked, then Ubiquity’s periodic reporting obligations under the Exchange Act will terminate and the trading of Ubiquity’s securities will cease unless Ubiquity is able to otherwise register its securities.

On April ~~October 10~~7, ~~2014~~2017, the Company, ~~was~~which ~~served~~has ~~with~~been adelinquent ~~complaint filed~~in onits ~~June~~periodic ~~13,~~filings ~~2014~~following byits areport ~~former~~for ~~consultant~~the ~~against~~quarter ~~the~~ended ~~Company~~September 30, in2015, ~~the~~filed ~~Superior~~its ~~Court~~Answer ofto ~~Arizona,~~the ~~Maricopa~~OIP ~~County.~~and ~~The~~advised ~~complaint alleges~~the ~~that~~SEC and the ~~consultant~~Administrative ~~was~~Law toJudge ~~receive~~that ~~warrants~~it plans to ~~purchase~~become ~~1,142,857~~current ~~shares~~by June of30, ~~common~~2017. ~~stock~~On asApril a11, ~~commencement~~2017, ~~fees~~the ~~for~~Administrative ~~services in~~Law ~~which~~Judge ~~commenced~~vacated onthe ~~December~~April 1517, ~~2006.~~2017 ~~The~~hearing ~~Company~~date ~~believes~~and issued a scheduling order for the ~~claim~~SEC’s isintended ~~without~~motion ~~merit;~~for insummary ~~addition~~disposition, ~~the~~pursuant ~~statute~~to of17 ~~limitations~~C.F.R. § 201.250(b). The SEC must file ~~has~~its ~~passed~~motion by June 15, 2017. The Company’s ~~does~~opposition ~~not~~to ~~believe~~the ~~that~~SEC’s amotion ~~loss~~and isthe ~~probable~~SEC’s ~~and~~reply nowill ~~accrual~~be ~~for~~due ~~loss~~on July ~~contingency~~3, ~~has~~2017, ~~been~~and ~~made~~July 10, 2017, respectively.

~~Item~~Appointment of 4.New ~~Mine~~Transfer ~~Safety Disclosures.~~Agent

~~Not~~In March ~~Applicable~~2017, the Company terminated V Stock Transfer Company as its transfer agent and appointed Transfer Online as its transfer agent. Transfer Online provides free online access for stockholders to retrieve account information, share balance and history of transactions. Stockholders may contact Transfer Online at info@transferonline.com or by calling the Transfer Online help center at 503.227.2950, and asking for the Company’s dedicated account executive, Carolyn Hall.

~~PART II~~10

~~Item~~The Restructuring ~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~Plan

~~Market~~In addition, ~~Information~~the Company is currently indebted in the amount of approximately $3.1 million to certain hedge funds and other investors holding convertible debt securities and warrants of the Company. Substantially all of these obligations are currently in default, either by reason of non-payment or alleged breaches of covenants contained in the various investment agreements.

~~Our~~Since 2015, ~~common~~the ~~stock~~Company has been named as a defendant in 16 lawsuits filed by various third parties, primarily consisting of holders of its debt securities, alleging damages in excess of $3.0 million. In addition, due in part to its prior lack of funds to defend certain all claims, in some cases, default judgments aggregating approximately $8.0 million were entered against the Company. The Company has recently retained or is ~~quoted~~in onthe process of retaining litigation counsel for all such matters to the ~~OTCQB~~extent ~~and~~they are ~~OTCBB~~not ~~under~~resolved in the near future. Litigation counsel is in the process of evaluating the Company’s positions in such ~~symbol~~matters, ~~“UBIQ”~~including the possibility of seeking to vacate the default judgments.

~~Price~~Although the ~~Range~~Company believes that under its proposed Restructuring Plan set forth below (the “Restructuring Plan”), most, if not all, of ~~Common~~the ~~Stock~~litigation relating to investors who provided debt or equity financing to the Company can be settled on commercially reasonable terms, there can be no assurance that the Company will be able to settle any of such claims or vacate any default judgments.

~~The~~As indicated ~~following~~in ~~table~~our ~~sets~~March ~~forth~~24, 2017 Form 8-K, Ubiquity was unable to file its Annual Reports on Form 10-K as of, and for the ~~high~~annual periods ended December 31, 2015 and ~~low~~December ~~bid~~31, ~~price~~2016 ~~per~~or the quarterly reports on Form 10-Q required under the Exchange ~~share~~Act ofduring ~~common~~2016, ~~stock~~for asseveral ~~reported~~reasons byincluding its inability to obtain requisite financial information from a Non-U.S. entity. We recently were able to obtain such financial information and have commenced all procedures necessary to enable us to prepare such financial statements, including our unaudited consolidated financial statements for the ~~OTCQB~~three months ended March 31, 2017, and ~~OTCBB~~enable our auditors to audit our consolidated financial statements for the ~~years~~fiscal year ended December 31, ~~2014~~ 2016 and ~~2013:~~review such unaudited interim consolidated financial statements.

	High		Low
Fiscal Year 2013
First quarter ended March 31, 2013*	$	2.20	$	.63
Second quarter ended June 30, 2013	$	2.29	$	.69
Third quarter ended September 30, 2013	$	3.19	$	1.68
Fourth quarter ended December 31, 2013	$	3.31	$	2.19
Fiscal Year 2014
First quarter ended March 31, 2014	$	9.24	$	7.63
Second quarter ended June 30, 2014	$	10.00	$	6.40
Third quarter ended September 30, 2014	$	6.50	$	5.15
Fourth quarter ended December 31, 2014	$	5.53	$	0.52

The Company intends to undertake a Restructuring Plan described in order to (a) ultimately achieve compliance with its reporting obligation under the Exchange Act, (b) settle all, if not substantially all, of its outstanding litigation, and (c) implement its business plan to commercialize its patent portfolio and provide software as a service (SaaS) , mobility as a service (MaaS), virtual and augmented reality products and services.

*Our Restructuring ~~The~~Plan ~~stock~~consists ~~began~~of ~~trading~~the onfollowing ~~February~~actions ~~26,~~to ~~2013~~be taken by the Company:

~~The~~Compliance with ~~tables~~Exchange ~~above~~Act ~~reflect~~Reporting ~~the following stock splits:~~Requirements.

OnThe Company ~~December~~is 6currently working with its securities counsel and its independent auditors, ~~2013~~to complete and file with the SEC on or before June 30, ~~there~~2017 ~~was~~or aas ~~4:1~~soon ~~stock~~thereafter ~~split~~as is reasonably practicable, its past due periodic SEC required filings.

OnIn the ~~April~~event 21that the Company’s registration under Section 12 of the Exchange Act is revoked, ~~2014~~or ~~there~~if ~~was~~the aCompany ~~1:3~~ultimately elects to voluntarily delist its securities under the Exchange Act, the Company will nevertheless undertake to complete its audited and unaudited financial statements for the past due fiscal years and interim periods.5 ~~stock~~The ~~split~~Company will then seek to relist its securities under Section 12 of the Exchange Act, by filing a registration statement under either the Securities Act of 1933, as amended, or the Exchange Act.

~~Approximate~~However, if ~~Number~~the Company’s registration under Section 12 of ~~Equity~~the ~~Security~~Exchange ~~Holders~~Act is revoked, or if the Company ultimately elects to voluntarily delist its securities under the Exchange Act, even if we comply with our commitments set forth above and in our Restructuring Plan, there can be no assurance that the Company’s will ever be able to relist its securities for trading under Section 12 of the Exchange Act.

As of December 31, 2014, there were approximately 957 stockholders of record. Because shares of our common stock are held by depositaries, brokers and other nominees, the number of beneficial holders of our shares is substantially larger than the number of stockholders of record.11

~~Dividends~~Equity Financing

WeUnder our ~~have~~proposed ~~not~~Restructuring ~~declared~~Plan, orthe ~~paid~~Company ~~any~~will ~~cash~~undertake ~~dividends~~to onobtain ~~our~~commitments ~~common~~from strategic investors for a private placement ~~stock,~~equity ~~and~~financing weof dobetween ~~not~~$5.0 ~~anticipate~~million ~~declaring~~and or$10.0 ~~paying~~million. ~~cash~~In ~~dividends~~such ~~for~~connection, the ~~foreseeable~~management ~~future.~~of Wethe ~~are~~Company ~~not~~has sent proposed subscription documents to prospective investors, under which such investors would subscribe to purchase Common Stock at $0.25 per share (subject to ~~any~~certain ~~legal~~“make-whole” share adjustments provided therein). All funds provided with subscriptions ~~restrictions~~would ~~respecting~~be placed into a special escrow account acceptable to such investors, and shall be released to the ~~payment~~Company only upon consummation of ~~dividends~~the Restructuring Plan described herein, ~~except~~including ~~that~~the wefiling ~~may~~of ~~not~~all ~~pay~~SEC ~~dividends~~Reports and (if ~~the~~applicable) ~~payment~~relisting ~~would~~of ~~render~~the ~~us insolvent.~~Company’s ~~Any~~securities ~~future~~under ~~determination~~Section as12 toof the ~~payment~~Exchange ofAct. ~~cash~~In ~~dividends~~addition, onsuch ~~our~~subscription ~~common~~agreement ~~stock~~provides that each subscribing investor will behave atthe ~~our~~option, ~~board~~exercisable within ten days of ~~directors~~receipt of either (a) the Company’s ~~discretion~~ 2016 Form 10-K Annual Report and the ~~will~~Form ~~depend~~10-Q onQuarterly ~~our~~Report ~~financial~~for ~~condition,~~the ~~operating~~three ~~results,~~months ~~capital~~ended ~~requirements~~March ~~and~~31, ~~other~~2017, ~~factors~~or ~~that~~(b) ~~our~~a ~~board~~registration ofstatement ~~directors~~covering Company securities ~~considers~~declared effective by the SEC, to berescind ~~relevant~~his or its investment in the Company’s securities.

10There can be no assurance that the Company will be able to obtain subscriptions for the contemplated minimum $5,000,000 of equity financing on the above contemplated terms, if at all.

~~Purchases of Equity Securities by the Issuer and Affiliated~~Settlements ~~Purchasers~~with Creditors.

~~From~~Subject to ~~January~~establishment 1,of ~~2014~~an ~~through~~escrow ~~and~~account ~~including~~with ~~December~~a ~~31,~~minimum ~~2014~~of $5,000,000, the Company will then seek to negotiate settlements with its ~~there~~creditors ~~were~~which nowould ~~purchases~~include payment or restructuring of ~~equity~~the ~~securities~~terms byof convertible notes currently in default. There can be no assurance that the ~~issuer~~Company ~~and~~will ~~affiliated~~be ~~purchasers~~able to effect such settlements on terms acceptable to the Company, if at all.

~~Recent Sales of Unregistered Securities~~Stockholders Meeting.

~~Common~~At such ~~Stock~~time as the Company has completed its audited consolidated financial statements for ~~Cash~~the ~~Proceeds~~fiscal years ended December 31, 2015 and December 31, 2016 and its unaudited interim financial statements, the Company will call a stockholders meeting to (a) elect board of directors, which will include, in addition to the current board members, three independent directors; and (b) ratify prior transactions, including the Restructuring Plan. In any event, whether or not the Restructuring Plan has been accomplished, the Company will nonetheless hold its annual stockholders meeting on or about September 5, 2017, or as soon thereafter as is practicable.

~~For~~There ~~the~~can ~~year~~be ~~ended~~no ~~December~~assurance ~~31,~~that all ~~2014,~~or any material portion of the Company’s ~~sold~~proposed ~~10,501,572 shares~~Restructuring ~~for~~Plan $8will be accomplished on or about June 30,~~060~~ 2017,~~178~~ if inat ~~proceeds~~all. The ~~shares~~failure ~~were~~to ~~sold~~achieve toall ~~accredited~~or ~~investors,~~substantially asall ~~that~~of ~~term~~the isprovisions ~~defined~~of insuch ~~Regulation~~Restructuring DPlan ofwould ~~the~~have a material ~~Securities~~and ~~Act~~adverse ofeffect ~~1933.~~on ~~The~~the ~~proceeds~~Company ofand ~~the~~put ~~private~~its ~~placement~~ability ~~were~~to ~~used~~continue ~~for~~its ~~working~~business ~~capital~~operations into substantial doubt; as a result of which, ~~operating~~current ~~expenses~~investors ~~and~~in ~~business~~the ~~development.~~ Company could lose their entire investment

~~Common Stock for Services~~Other Arrangements

~~During~~Ubiquity entered ~~years~~into ~~ended~~a ~~December~~Mandate ~~31,~~agreement ~~2014~~with ~~and 2013,~~Strategic ~~the~~Capital ~~Company issued 1~~Management,~~731,965~~ ~~and 6,512,914 shares of common stock for services~~Ltd. ~~The Company determined the value of such shares to be $11~~,~~139,336~~ ~~and~~(“SCM”) ~~$10,945,910~~on ~~for~~February ~~the years ended December 31~~3, ~~2014~~2016 ~~and 2013, respectively, with $312,500 of deferred~~(the ~~stock-based~~“SCM ~~compensation at December 31, 2013 (see below~~Agreement”). The ~~values~~SCM ~~were~~Agreement ~~based upon the fair market value of the Company's common stock on the date of performance~~provided, ~~which~~ in ~~most~~part, ~~cases~~for is the agreement date. Services performed in connection with these issuances relate to assignment to the board of directors, advisory services related to listing on a national exchange, marketing, broadcasting and production related services.following:

~~Debt~~● SCM agreed ~~Financing~~to acquire certain Convertible Notes in the approximate outstanding balance of $3.5 Million and the notes were to be retired without conversion.

~~On November 17, 2014, Ubiquity, Inc. closed~~● Manage athe ~~financing~~commercialization ~~transaction~~of bythe ~~entering~~Company’s ~~into~~Sprocket aproducts ~~Purchase~~and ~~Agreement~~technology ~~dated~~through ~~November~~Sprocket ~~12,~~HK ~~2014~~Limited ~~(the~~and ~~“Purchase~~iWebGate ~~Agreement”)~~dba ~~with~~Netlinkz ~~KBM Worldwide, Inc.~~ (~~the “Purchaser”~~ASX:NET) ~~for~~and anestablish ~~aggregate~~new ~~principal~~royalty ~~amount~~agreements ofin ~~$204,000~~order ~~(the~~that ~~“Purchase~~any ~~Price”). Pursuant~~revenue togenerated ~~the~~through ~~Purchase Agreement,~~ the ~~Company~~commercialization ~~issued~~can anbe 8%provided to ~~Convertible~~Ubiquity ~~Promissory~~under ~~Note~~a ~~(the~~royalty ~~“Note”)~~percentage.

~~The Note earns an interest rate per annum~~● Among ~~equal~~other tothings 8%SCM ~~and~~was has a maturity date of August 14, 2015 (the “Maturity Date”). The Note is convertible any time during the period beginning on the date which is one hundred eighty (180) days following the date of the issuance on this Note and ending on the later of (i) the Maturity Date and (ii) the date of payment of the Default Amount at a conversion price equal to ~~50%~~provide ~~discount to~~capital the average of the lowest three (3) trading prices for the Common Stock during the twenty (20) Trading Day period immediately prior the conversion date. The Note Conversion Price is subject to adjustment in the case of stock splitsraising, ~~stock~~debt ~~dividends~~restructuring, ~~combinations of shares~~ and ~~similar~~specific ~~recapitalization~~corporate ~~transactions~~advisory ~~and~~services ~~any~~leading issuances of securities below the conversion price of the Note. Since the conversion feature is only convertible after six months, there is no derivative liability as of December 31, 2014. However, the Company will account for the derivative liability upon the passage of time and the note becoming convertible if not extinguished, as defined above. Derivative accounting applies upon the conversion feature being available to the ~~holder, as it is variable and~~commercialization ~~does not have a floor as to the number~~ of ~~common shares in which could be converted. Thus, if~~ the ~~note is not repaid prior to the note being convertible significant pressure maybe put on the~~ Company'’s ~~stock~~products ~~price~~ and ~~additional~~services ~~dilution of current shareholders may take place~~offerings.

In connection with the ~~event~~SCM ~~of default~~Agreement, ~~(“Event of~~SCM ~~Default”)~~entered ~~the~~in ~~Purchaser~~to ~~has~~agreements ~~the~~to ~~right~~purchase toconvertible ~~require~~promissory ~~the~~notes ~~Company~~issued to ~~repay~~Ubiquity, inInc. from ~~cash~~Vista ~~all~~Capital, First orFire aGlobal ~~portion~~,Blue ofCiti, ~~the~~JDF ~~Note~~Capital atand aCall ~~price equal~~and toJensen. ~~150%~~In ofconnection ~~the~~with ~~aggregate~~these ~~principal~~purchases, SCM ~~amount~~made ofsmall ~~the~~payments ~~Note~~against ~~plus~~the ~~all~~notes. ~~accrued~~These ~~and~~purchase ~~unpaid~~agreements ~~interest~~did onnot release the ~~principal~~Company ~~amount~~from ofits ~~this~~obligations under ~~Note.~~the ~~In addition~~notes, inand the ~~event~~assignments of asuch ~~merger,~~notes ~~consolidation,~~to ~~exchange~~SCM ofwas ~~shares,~~not ~~recapitalization,~~effective ~~reorganization~~until orfull ~~other~~payment ~~similar event,~~of ~~(“Major~~the ~~Event”)~~note ~~the~~by ~~Purchaser~~SCM. Unfortunately, SCM ~~has~~did ~~the~~not ~~option~~complete toits ~~treat~~purchase ~~the~~of ~~event~~such aspromissory annotes, ~~Event~~defaulting ofon ~~Default~~their oragreements, ~~may~~and ~~immediately~~as ~~convert~~a result ~~the~~Ubiquity ~~remaining~~was ~~balance~~sued onby ~~the~~certain ~~Note~~noteholders ~~and~~for ~~shall~~performance beof ~~entitled~~its obligations to ~~receive~~certain asconvertible ~~many~~note ~~shares~~holders. Vista asCapital and ~~the~~Firstfire ~~Purchaser~~Global ~~would~~sued ~~have~~the ~~been~~Company ~~entitled~~for ~~to immediately~~the ~~prior~~balance toof the ~~Major~~note ~~Event~~for non-payment (see legal section).

These securities were issued in transactions not registered under the Securities Act in reliance upon the exemption provided under Section 4(2) of the Securities Act and/or Regulation D promulgated by the Securities and Exchange Commission. We believed that the exemption was available because the offer and sale of the securities did not involve a public offering and because of the limited number of recipients, each purchaser’s representation of sophistication in financial matters, and their access to information concerning our business.12

Item 6 1A. ~~Selected~~Risk ~~Financial Data~~Factors.

WeAn investment ~~are~~in ~~not~~our ~~required~~common tostock ~~provide~~involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information ~~required~~included byin this Report, before making an investment decision. The risk factors outlined in this ~~Item~~report ~~because~~may wenot ~~are~~contain all risk factors associated with this investment and therefor you should carefully research any risks associated with this investment. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our shares of common stock could decline and you may lose all or part of your investment. See “Cautionary Note Regarding Forward Looking Statements” above for a ~~smaller~~discussion ~~reporting~~of ~~company~~forward-looking statements and the significance of such statements in the context of this Report.

~~Item~~Risks Related 7.to ~~Management’s~~our ~~Discussion and Analysis of Financial Condition and Results of Operations.~~Business

~~The~~We have ~~following~~a ~~discussion~~history ~~and analysis~~ of ~~the~~operating ~~results~~losses ~~of operations~~ and ~~financial~~there ~~condition~~can ~~for the fiscal years ended December 31, 2014 and 2013 should~~ be ~~read~~no inassurance ~~conjunction with our financial statements, and the notes to those financial statements~~ that ~~are~~we ~~included~~can ~~elsewhere~~achieve inor ~~this~~maintain ~~Report~~profitability.

11We have a history of operating losses and may not achieve or sustain profitability. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may be unable to sustain or increase profitability and our failure to do so would adversely affect the Company’s business, including our ability to raise additional funds.

~~Overview~~We face intense competition. If we do not continue to innovate and provide products and services that are useful to users, we may not remain competitive, and our revenues and operating results could be adversely affected.

~~Ubiquity~~Our business is rapidly evolving and intensely competitive, ~~Inc.(the~~and ~~“Company~~is subject to changing technology,” ~~“We~~shifting user needs,” and frequent orintroductions ~~“Us”), f/k/a Fermo~~of ~~Group,~~new ~~Inc.~~products and ~~Ubiquity~~services. ~~Broadcasting~~We ~~Corporation,~~have ~~was~~many ~~incorporated~~competitors inand the ~~State~~ ofbarriers ~~Nevada~~to onentry ~~December~~in 2,this ~~2011.~~industry Onare ~~March 5~~relatively low, ~~2013~~therefore, weit ~~entered~~is ~~into~~easy anfor ~~Agreement~~other companies to enter this industry. Our current and ~~Plan~~potential ofcompetitors ~~Merger~~range ~~(the~~from ~~“Merger~~large and ~~Agreement”)~~established companies to emerging start-ups. Established companies have longer operating histories and more established relationships with ~~Ubiquity~~customers ~~Acquisition~~and ~~Corporation~~users, aand ~~Nevada~~they ~~corporation~~can use their experience and ~~wholly-owned~~resources ~~subsidiary~~in ofways ~~the~~that ~~Company~~could ~~(“Acquisition~~affect ~~Sub”)~~our competitive position, ~~and~~including ~~Ubiquity~~by ~~Broadcasting~~making ~~Corporation~~acquisitions, ainvesting ~~Delaware~~aggressively ~~corporation~~in research and development, aggressively initiating intellectual property claims (~~“Ubiquity-DE”~~whether or not meritorious) and competing aggressively for advertisers and websites. Emerging start-ups may be able to innovate and provide products and services faster than we can.

Pursuant to the terms of the Merger Agreement, Acquisition Sub merged with and into Ubiquity-DE in a statutory reverse triangular merger (the “Merger”), with Ubiquity-DE surviving as a wholly-owned subsidiary of the Company. At the closing of the Merger on September 20, 2013 (the “Closing Date”), we issued Ubiquity-DE shareholders one share of our common stock, par value $0.001 per share for each share of Ubiquity-DE’s common stock, par value $0.001 (the “Share Exchange”). As a result of the Merger, we ceased our prior operations and became a multimedia company focused on the intersection of cloud-based cross platform applications synchronized across all screens for enhancing the digital lifestyle.13

~~The~~Our competitors ~~transaction~~are ~~was~~constantly ~~regarded~~developing asinnovations ain ~~reverse~~web ~~merger~~search, ~~whereby~~mobile ~~Ubiquity~~and online advertising, and web-DEbased and mobile-application-based ~~was~~products ~~considered~~and services. As a result, we must continue to beinvest ~~the~~significant ~~accounting~~resources ~~acquirer~~in asresearch ~~its~~and development, including through acquisitions, in order to enhance our video management ~~retained~~technology ~~control~~and ofour ~~the~~existing ~~Company~~products ~~after~~and ~~the~~services, ~~Share~~and ~~Exchange~~introduce new products and services that people can easily and effectively use. If we are unable to provide quality products and services, then our users may become dissatisfied and move to a competitor’s products and services.

~~Business~~Our business depends substantially on the continuing efforts of our senior management and other key personnel, and our business may be severely disrupted if we lost their services.

~~Ubiquity,~~Our ~~Inc.~~future ~~creating~~success ~~IoT~~heavily ~~(“Internet~~depends ofon ~~Things”)~~the ~~for~~continued ~~emerging~~service ~~businesses~~of inour ~~social,~~senior ~~mobile,~~management ~~analytics,~~and &other ~~cloud is~~key aemployees. ~~leader~~If inone ~~Multiscreen~~or asmore aof ~~Service~~our senior ~~(“MaaS”)~~executives ~~creating~~are aunable ~~comprehensive~~or ~~“full~~unwilling ~~stack”~~to ~~engagement~~continue ~~platform for~~to ~~multiscreen~~work ~~application~~for ~~environments.~~us ~~The~~in ~~company~~their ispresent ~~the~~positions, ~~first~~we ~~fully~~may ~~integrated~~have ~~enterprise~~to ~~platform~~spend ~~that~~a ~~enables brands to~~considerable ~~capture,~~amount ~~engage,~~of ~~manage~~time and ~~monetize~~resources ~~their~~searching, ~~anywhere~~recruiting, ~~anytime users. Ubiquity’s intellectual property~~ and ~~unique~~integrating ~~cloud-based technology~~the ~~combines~~replacements ~~MaaS~~into ~~with~~our ~~SaaS~~operations, towhich ~~enable~~would ~~its~~substantially divert ~~customers~~management’s toattention ~~structure~~from ~~their~~our ~~content~~business and ~~data~~severely indisrupt aour ~~mobile~~business. ~~cloud~~This tomay ~~deliver~~also ~~innovative user~~adversely ~~experiences~~affect our ability to ~~their~~execute ~~multiscreen~~our ~~communities~~business ~~and audiences worldwide~~strategy. ~~The~~Moreover, ~~company’s~~if ~~products~~any ~~and~~of ~~services~~our ~~include~~senior ~~the Sprocket~~executives ~~Platform~~joins ~~with~~ a ~~uniform~~competitor ~~comprehensive~~or ~~warehouse~~forms ~~data analytics format, GiftSender~~ a ~~mobile~~competing ~~wallet~~company, ~~Monkey Bars a social~~we ~~mobility~~may ~~distribution~~lose ~~platform~~customers, ~~and~~suppliers, ~~proprietary video intelligence software. The company sells to small and mid~~know-~~size business (“SMB”)~~how, ~~digital~~ ~~media,~~and ~~education,~~key ~~enterprise,~~employees and ~~government~~sales ~~customers.~~people ~~The~~within ~~company~~the isnetwork amarketing ~~Nevada Corporation originally established in 2007~~system.

12Our senior management’s limited experience managing a publicly traded company may divert management’s attention from operations and harm our business.

~~Plan~~Our senior management team has limited experience managing a publicly traded company and complying with federal securities laws, including compliance with recently adopted disclosure requirements on a timely basis. Our management will be required to design and implement appropriate programs and policies in responding to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of ~~Operations~~fines and penalties and harm our business.

The ~~Company manages its business primarily on operating segments~~ ~~which are generally based on its products and services offered. The~~ Company ~~has determined that is operating segments include Sprocket, GiftSender, Monkeybars, and Video Intelligence. The company expects the nature and location of its customers in the America~~’s~~, Canada,~~ ~~Europe,~~Management ~~Japan and Asia Pacific including Australia~~ will behave ~~managed~~broad ~~through~~discretion ~~its licensees, OEM’s, white-label and partner relationships. The Company is committed~~ to ~~bringing~~change the ~~best user experience to its customers through its innovative products and services. The~~ Company’s business strategy leverages its unique ability to design and develop its own platform, software application, and services to provide its customers new products and solutions with superior ease-of-use, seamless integration, and innovative designplan.

AsIn order ofto ~~December~~respond ~~31,~~to ~~2014~~market changes, wethe ~~have~~Company’s ~~taken~~management may from time to time make changes to the business of the Company without notice to or prior approval from the ~~following~~shareholders. ~~steps~~There are certain risks associated with such changes. As a strategic response to ~~implement~~changes ~~our~~in the competitive environment, the Company may from time to time make certain pricing, service or marketing decisions or business ~~plan:~~combinations that could have a material adverse effect on the Company’s business, results of operations and financial condition.

~~· Completed the Acquisition of Monkeybars~~14

·We may ~~Completed~~be ~~MVP~~unable ~~beta~~to ~~testing~~attract ofand retain qualified, experienced, highly skilled personnel, which could adversely affect the ~~GiftSender~~implementation of ~~product~~our business plan.

·Our success ~~Completed~~depends ~~pilot~~to ~~programs~~a ofsignificant degree upon our ability to attract, retain and motivate skilled and qualified personnel. As we become a more mature company in the ~~Sprocket~~future, ~~Platform~~we may find recruiting and retention efforts more challenging. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively. The loss of any key employee, including members of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our industries could harm our business.

·Our products ~~Continued~~may toinfringe ~~develop~~the ~~Intellectual~~intellectual ~~Property~~property ~~around~~rights ~~the~~of ~~company’s~~third ~~products~~parties, and ~~services~~third parties may infringe our proprietary rights, either of which may result in lawsuits, distraction of management and the impairment of our business.

~~Results~~As the number of ~~Operations~~patents, copyrights, trademarks and other intellectual property rights in our industry increases, products based on our technology may increasingly become the subject of infringement claims. Third parties could assert infringement claims against us in the future. Infringement claims with or without merit could be time consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Royalty or licensing agreements, if required, might not be available on terms acceptable to us, or at all. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Litigation to determine the validity of any claims, whether or not the litigation is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel from productive tasks. If there is an adverse ruling against us in any litigation, we may be required to pay substantial damages, discontinue the use and sale of infringing products, and expend significant resources to develop non-infringing technology or obtain licenses to infringing technology. Our failure to develop or license a substitute technology could prevent us from selling our products.

~~Comparison~~We will ~~for~~incur ~~the~~increased ~~year~~costs ~~ended~~as ~~December 31,~~a ~~2014~~result ~~and~~of ~~December~~being ~~31,~~a ~~2013~~public company.

~~Net~~We will ~~Revenue~~incur additional expenses associated with our SEC reporting requirements. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our accountants identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. We also expect that it will be difficult and expensive to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on the Company’s board of directors or as executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in corporate governance and reporting requirements. We expect that the additional reporting and other obligations imposed on us by these rules and regulations will increase our legal and financial compliance costs and administrative fees significantly. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

Net revenue was $301,585 and $201,207 for the years ended December 31, 2014 and 2013, respectively. This increase is primarily attributable to the inclusion of $250,000 in related party revenue related to licensing of intellectual products “Internet Protocol Television” to Sponsor Me, Inc. The Company determined the price to be charged to the related party based upon a previous licensing agreement with a third party for similar stage technology. Excluding related party revenue, there was a decrease in net revenue of $149,622. The decrease primarily relates to a decrease in production related revenue of approximately $89,000 and equipment rentals of $28,000. The inconsistency in our revenues is related to event driven nature of our revenue. Going forward management anticipates earning revenue from a variety of new sources developed through its Ubiquity Labs products and services; however, until a consistent revenue stream can be generated, management expects inconsistency in its revenue on a go forward basis.15

~~Total~~We expect ~~Cost~~our ofresults ~~Sales~~to fluctuate significantly.

~~Cost~~Our operating results may fluctuate significantly in the future as a result of ~~sales~~a ~~was~~variety ~~$165~~of factors,~~047~~ many of which are outside of our control. These factors include Application and ~~$153~~Content development costs,~~884~~ demand for Web-based and mobile advertising, acceptance of the ~~years~~Web ~~ended~~and Mobile Applications as an advertising medium, lack of promotion in platform App Stores, the adoption of our Web ~~December~~and 31Mobile applications, ~~2014~~the advertising budgeting cycles of advertisers, the amount and ~~2013~~timing of capital expenditures, ~~respectively. The~~costs associated ~~increase~~with isour ~~primarily~~intellectual ~~attributable~~property and other costs relating to the expansion of our operations, the introduction of our new or enhanced services or our competitors, the timing and number of new hires, sub contracted services, professional services, rate changes for Web and Mobile advertising as a ~~base~~result ~~level~~of competition or otherwise, the loss of ~~fixed~~key ~~costs~~advertising ~~regardless~~contracts or relationships, changes in our pricing policy or those of our competitors, the ~~amount~~composition of ~~revenues~~our ~~generated.~~advertisements ~~These~~sold, ~~fixed~~engineering or development fees that may be paid in connection with adding new website development and publishing tools, software application development costs, ~~increased~~content ~~during~~not ~~2014~~attractive ~~due~~potential licensees and distribution partners, IP not attractive to potential licenses or partners, technical difficulties with our software offerings, incurrence of costs relating to future acquisitions, general economic conditions, and economic conditions specific to the ~~increase~~Internet inand ~~personnel~~Wireless Industries or all or a portion of the technology sector.

~~Gross~~As a ~~profit~~strategic response to changes in the competitive environment, we may from time to time make certain pricing, service or marketing decisions or business combinations that could have a material adverse effect on our business, results of operations and financial condition. In order to accelerate the promotion of our brand, we intend to significantly increase our advertising, promotion and marketing budget. A substantial increase in advertising, promotion and marketing expenditures may have a negative impact on our results of operations. Additionally, we cannot make any assurance that our advertising, promotion and marketing expenditures will have a positive impact on the Company at some point in the future.

~~Gross~~We have ~~profit~~limited ~~was~~commercialization ~~$136,538~~of ~~and~~our ~~$47,323~~intellectual ~~for the years ended December 31~~property, ~~2014~~ and ~~2013,~~have ~~respectively.~~not ~~This~~acquired ~~increase is primarily attributable to the related party revenue generated during 2014 which had minimal associated direct costs. Absent said revenue of $250~~subscribers,~~000,~~ ~~the~~customers ~~Company~~nor ~~would~~ have ~~incurred~~limited ~~as gross loss during 2014~~use ~~due~~by toour ~~the fixed costs described above being higher than third-party revenue generated~~licensees.

13To date, we have had limited sales of products or services, and have limited licensing arrangements. We have not established a marketing force to promote any products, services or IP. Our primary communication and sales channels are expected to be through licensees, on-line efforts, app stores and traditional media. If we are unable to effectively communicate, drive user and licensee’s interest and sell subscribers, our operating results may suffer.

~~Net Loss~~16

Net Loss was ($27,899,238) and ($51,594,144) for the years ended December 31, 2014 and 2013, respectively. This decrease in the loss is primarily attributable to continuing operations and the reduction in non-cash loss of ($43,921,242) in 2013 to $10,674,401 in 2014, a decrease of $33,246,841 or 75.7%. These charges are a result of the issuance of stock for services, stock compensation, and other equity awards. The ~~Company tries~~ toprofitability ~~utilize its stock to pay for services and as an incentive to employees, engineers, and contractors. There were also decreases in outside services and payroll expense~~ of ~~approximately~~our ~~$213,000~~business ~~and~~model ~~$421,000,~~is ~~respectively~~unproven. The decrease in these line items primarily relate to decreased market price of the company’s common shares. The reductions in stock-based compensation and other expenses noted were offset by increases to depreciation and amortization of approximately $720,000, professional fees of approximately $607,000, office and computer expenses of approximately $206,000, travel of approximately $167,000 and marketing of approximately $89,000, among other smaller increases. Stock based compensation decreased.

~~Liquidity~~Our business model depends upon our ability to leverage the implementation of our products, along with relevant intellectual property to generate multiple revenue streams. The potential profitability of this business model is unproven, and, ~~Capital~~to ~~Resources~~be successful, we must, among other things, develop and market solutions that achieve broad market acceptance by its targeted users, appropriate licensees, and enterprise applications. This model has been under construction for a limited period of time and, as a result, is unproven. Moreover, there can be no assurance that our implementation of the products, the supporting software applications, IP and content, or our services and brand will achieve broad market acceptance. Accordingly, no assurance can be given that our business model will be successful or that we can sustain revenue growth or generate significant profits.

AtUbiquity may ~~December~~not ~~31,~~be ~~2014,~~able weto ~~had~~profit ~~cash~~from ~~and~~the ~~cash equivalents~~transition ofto ~~$100,249~~emerging asVirtual ~~compared~~Reality ~~to $74~~(“VR”),~~300~~ asAugmented ofReality ~~December~~(“AR”) or ~~31,~~Mixed ~~2013,~~Reality ~~representing~~(“MR”) antechnology ~~increase of $25,949~~marketplace.

~~Cash~~Our business ~~used~~model independs ~~operating~~upon ~~activities~~our ~~decreased~~ ability to ~~($5,715,521)~~leverage ~~for~~ the ~~year~~implementation ~~ended~~of ~~December~~our 31products, ~~2014~~along ~~compared~~with torelevant ~~($6~~intellectual property the evolving VR,~~708~~ AR,~~896)~~ ~~for~~and ~~the~~MR ~~year~~technology ~~ended~~marketplace ~~December~~to ~~31,~~generate ~~2013~~multiple revenue streams. The ~~primary~~potential profitability of this business ~~difference~~model ~~from~~is ~~2013~~unproven, and, to ~~2014~~be issuccessful, awe ~~decrease~~must, inamong ~~expenditures~~other ~~between~~things, ~~the~~develop ~~years.~~and ~~Excluding~~market ~~changes~~solutions inthat ~~operating~~achieve ~~assets~~broad market acceptance by its targeted users, appropriate licensees, and ~~liabilities~~enterprise applications. This model has been under construction for ~~our~~a ~~net~~limited ~~loss~~period ~~plus~~of ~~our~~time ~~adjustments~~and, toas ~~reconcile~~a ~~net~~result, ~~loss~~is tounproven. ~~net~~Moreover, ~~cash~~there ~~used~~can inbe ~~operating~~no ~~activities~~assurance ~~(non-cash~~that ~~items)~~our ~~was~~implementation ~~($6~~of the products,~~158,124)~~ inthe ~~2014~~supporting ~~compared~~software toapplications, ~~($6~~IP and content,~~680~~ or our services and brand will achieve broad market acceptance. Accordingly,~~971)~~ no assurance can be given that our business model will be successful or that we can sustain revenue growth or generate significant profits.

~~Cash used in investing activities increased~~Ubiquity tomay ~~($2,024,005)~~be ~~for~~unable ~~the year ended December 31, 2014 compared~~ to ~~($391,488)~~enter ~~for~~into ~~the~~or ~~year~~sustain ~~ended~~business ~~December 31, 2013. The primary difference from 2013 relates to significant expenditures related to the development of our product lines, patent~~ and ~~trademark~~strategic ~~costs, and loans made to related parties~~alliances. Loans to related parties during 2014 were $963,143. The purpose of these loans were to provide additional financing to Sponsor Me, Inc. who is in the process of developing various products in which we hold licensing agreements with. The loans were expected to be repaid through future licensing and royalty revenues generated by Sponsor Me, Inc.'s products. Effective March 31, 2015, we merged with Sponsor Me, Inc., see the notes to the financial statement for additional information.

~~Cash~~We intend ~~provided~~to bypartner ~~financing~~with ~~activities~~other ~~increased~~companies to $7extend its ability to reach its target market,~~765~~ to reduce its costs,~~475~~ to shorten product ~~for~~lifecycles, ~~the~~access ~~year~~desirable ~~ended~~content ~~December~~and ~~31,~~generate ~~2014,~~significant asrevenues. ~~compared~~If we are unable to ~~net~~forge ~~cash~~or ~~provided~~maintain ofthose $7alliances,~~056~~ our costs could increase,~~021~~ ~~for~~products ~~the~~might ~~year~~experience ~~ended~~delays ~~December~~getting 31to market, ~~2013.~~certain ~~Cash from~~content ~~financing~~might ~~activities~~not ~~increased~~be ~~due~~available for distribution to anour ~~increase~~consumers inand ~~the~~subscribers ~~sale~~and ofprojected ~~common~~revenues ~~stock~~could ofsuffer. ~~approximately $504~~Additionally,~~000~~ ~~during~~the ~~2014~~failure ~~compared~~ to ~~2013~~reach ~~and~~agreements ~~due~~with topotential partners ~~proceeds~~and ~~from~~licensees ~~convertible~~could ~~notes~~reduce ~~payable~~the number of ~~$200,000~~potential incustomers ~~2014.~~who ~~The~~are ~~Company~~aware isof, ~~still~~or ~~dependent~~motivated ~~upon financing~~ to ~~fund~~consume ~~operations~~our products services and content. InThese ~~addition,~~relationships wemay ~~have~~require ~~become~~us ~~dependent~~to ~~upon~~spend ~~the~~significant ~~issuance~~financial, ofpersonnel ~~convertible~~and ~~notes~~administrative ~~payable~~resources asfrom time to time. Furthermore, our ~~stock~~technologies ~~price~~and ~~has decreased~~content ~~significantly~~may ~~during~~compete with the ~~year~~technology ~~which~~and ~~has~~content ~~limited~~of our ~~ability~~partners. toThis ~~sell~~competition may ~~large~~adversely ~~cash~~affect ~~subscriptions~~Ubiquity’s ofrelationships ~~stock~~with atits ~~prices~~partners ~~significantly~~and licensees, which could adversely affect Ubiquity’s ~~lower~~business ~~than~~and ~~market~~revenue.

~~Current cash and cash equivalents will not be sufficient to meet working capital needs over the next 12 months. Management’s plans regarding this expected deficiency are noted below.~~17

14A portion of Ubiquity’s business model relies on its ability to generate significant cross platform application revenues and premium service sales, of which there can be no assurance.

~~Managements'~~We expect ~~Plans~~to /derive ~~Going~~revenues ~~Concern~~from our software cross platform products (“cross platform products”) from the sale of premium services, including sales of enterprise solutions, VR, AR, and MR software applications, and hardware solutions and on the internet, mobile devices, app store and IPTV platforms. Our cross platform software application strategy is to continue to emphasize premium services as a method of generating revenues. Our current business model related to cross platform software applications is therefore highly dependent on, the adoption of our cross platform software products. Our ability to generate significant revenues will also depend on, among other things, our ability to attract customers for our cross platform products and services. There can be no assurance that the market will continue to be sustainable, and should it decline, our business, results of operations and financial condition may be materially and adversely affected. .

~~The accompanying financial statements have been prepared assuming~~Our ~~that~~software ~~the~~applications ~~Company~~and ~~will~~intellectual ~~continue~~property asare aunder ~~going~~continuous ~~concern. As shown in the accompanying financial statements~~development, ~~the Company has negative working capital, has incurred operating losses each of the past two years,~~ and ~~has~~remain ~~not~~subject ~~yet produced sufficient revenues~~ to ~~cover the~~development ~~cost~~delays, ~~of operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The~~system ~~financial statements do not include any adjustments relating to the recoverability and classification of recorded assets~~failures, orcapacity ~~the amounts~~constraints and ~~classification~~technological ~~of liabilities that might be necessary in the event that the Company cannot continue as a going concern~~risks.

~~The Company is currently in various negotiations for the licensing~~Our ofsoftware ~~their~~applications ~~Sprocket~~and ~~platform,~~intellectual ~~however,~~property noare ~~formal~~under ~~terms~~continuous ~~have been agreed upon. To date~~development, ~~revenues~~with ~~from~~most ~~licensing~~of ~~agreements~~the ~~have~~related ~~not~~networking infrastructure ~~been~~hosted ~~sufficient~~in tothe ~~fund operations~~cloud. The ~~Company~~scalability ~~estimates~~and ~~that~~performance ~~approximately~~of ~~$8.5~~our ~~million~~cloud-based inofferings ~~capital~~ will be ~~needed~~critical to ~~fund~~our ~~operations for~~business ~~the~~and ~~next~~reputation and 12its ~~months.~~ability ~~Thus,~~to ~~until~~attract ~~the~~and ~~Company~~sustain ~~can~~customers, ~~generate~~users ~~sufficient~~and ~~cash~~commerce ~~flows~~partners to ~~fund~~our ~~operations,~~application ~~the Company is dependent on raising additional capital through debt~~ and~~/or~~ ~~equity~~IP ~~transactions~~portfolio. InAny ~~addition,~~system failure in the ~~Company~~cloud, ~~may~~for ~~have~~any toreason, ~~renegotiate~~that ~~current convertible~~causes ~~debt~~an ~~obligations,~~interruption ~~reduce~~in ~~certain~~service ~~overhead~~or ~~costs~~a ~~through~~decrease ~~the~~in ~~deferral~~responsiveness of ~~salaries~~our applications and ~~other~~IP ~~means,~~could ~~defer~~result ~~costs~~in ~~related to~~bad ~~the~~press, ~~development~~user ofcomplaints ~~their technologies,~~ and ~~settle~~subscriber ~~liabilities~~churn ~~through negotiation. Currently~~and, ~~the~~and ~~Company~~loss ~~does~~of ~~not have~~licensees ~~any~~if ~~commitments~~sustained or ~~assurances for additional capital~~repeated, ~~other~~could impair ~~than~~our ~~disclosed~~reputation ~~below, nor~~and ~~can~~ the ~~Company~~attractiveness ~~provide~~of ~~assurance that~~our ~~such~~brand ~~financing~~name. ~~will~~While bewe ~~available~~intend to itpartner onwith ~~favorable~~a ~~terms,~~cloud-based orcomputing atorganization that ~~all.~~maintains Ifmultiple, ~~after~~redundant ~~utilizing~~systems ~~the~~for ~~existing~~all ~~sources~~critical ofoperational ~~capital available to the Company~~areas, ~~further~~there ~~capital~~can ~~needs~~be ~~are~~no ~~identified~~assurance ~~and~~that ~~the~~such ~~Company~~systems ~~is not successful in obtaining the financing, it~~will ~~may~~ be ~~forced~~successful toone ~~curtail~~hundred ~~its~~percent ~~existing~~of ~~or planned future operations as discussed above. Subsequent to year end,~~ the ~~Company raised $2,000,000 in convertible notes payable, and $517,500 in common stock sales~~time.

~~The~~We back ~~ability~~up ofcritical ~~the~~media ~~Company~~by rotating into off site archives to ~~continue~~ensure asdata aintegrity ~~going~~should ~~concern~~catastrophic isevents occur on site. We ~~dependent~~cannot, ~~upon~~however, ~~the~~guarantee ~~Company’s~~that ~~ability~~access to ~~attain~~the acloud ~~satisfactory~~will ~~level~~be uninterrupted, error-free or completely secure. Any failure of ~~profitability~~selected cloud ~~and~~computing ~~obtain~~partner’s ~~suitable~~server and ~~adequate~~networking ~~financing.~~systems to handle current or increased volumes of traffic could have a material ~~There~~adverse ~~can~~effect beon noour ~~assurance~~business, ~~that~~results ~~management's~~of ~~plan~~operations ~~will~~and befinancial ~~successful~~condition.

~~Item~~Additionally, an 7Aincrease in the use of our applications could strain the capacity of selected providers systems, which could lead to slower response time or system failures. ~~Quantitative~~Subsequent slowdowns or system failures could adversely affect the speed and ~~Qualitative~~responsiveness of ~~Disclosures~~our ~~About~~offerings ~~Market~~and ~~Risk~~could diminish the experience for our customers and subscribers which would reduce the traffic coveted by advertisers and commerce partners, and, thus, could reduce our revenues.

~~We do not hold any derivative instruments and do not engage in any hedging activities.~~18

~~Item~~The successful 8delivery of our services is also dependent in substantial part upon the ability of the selected cloud computing infrastructure provider to protect our servers and network infrastructure against damage from human error, hackers, viruses, terrorism, fire, flood, power loss, telecommunications failure, and sabotage, intentional acts of vandalism, earthquake, network outages, and similar events. ~~Financial~~In ~~Statements~~addition, our selected cloud-based computing partner has primary servers and ~~Supplementary~~network ~~Data~~infrastructure that are located in Southern California, an area susceptible to earthquakes and power outages, which also could cause system outages or failures if one should occur. Despite precautions taken by and planned to be taken by us, including the mirroring of backup servers outside of California, the occurrence of natural disasters or other unanticipated problems at their respective facilities could result in interruption in our planned services. The replication of servers at a location outside California will impose a financial burden that could have an adverse effect on our financial condition. Despite the planned implementation of network security measures, partner servers may be vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering. The occurrence of any of the events described in this section could result in interruptions, delays or cessation in service, which could have a material adverse effect on our business, results of operations and financial condition. In addition, our reputation and brand could be materially and adversely affected by any such events.

15Our success depends on the quality of our software applications, the strength of our patents and the attractiveness of our content to the targeted demographic, which remains untested and unproven.

~~UBIQUITY~~Although we ~~INC~~have entered into agreements with licensees for enterprise and software applications, and associated content, no content or services have been deployed on a wide scale yet. As such, any content or services that are under development are untested and unproven. As part of our suite of applications, we expect to rely on freely available data APIs to augment software that is currently under development. We plan to blend our intuitive user interface with VR, AR and MR and professionally produced content, along with user-derived content in our targeted content offerings. Internet delivery of software applications, VR, AR, and MR products, and traditional broadcast programming has gained widespread acceptance, however is subject to changing consumer preferences. Although current widespread growth of user derived programming accessed via the Internet, mobile and television users, there can be no assurance that this trend will continue in the VR, AR, MR, market place. Our patent portfolio is made up of a series of wide ranging claims across multiple technology and business segments, which have been presented to a limited number of potential partners or licensees. Our failure to secure widespread acceptance and usage of the our applications, to secure favorable license arrangements for our IP with potential licensees, to secure widespread acceptance and repeat viewership of our developed programming would have a material adverse effect on our business, results of operations, financial condition and prospects.

~~FINANCIAL~~Ubiquity’s business ~~STATEMENTS~~is subject to governmental regulation, and there are legal uncertainties associated with the conduct of the business.

~~DECEMBER 31~~The United States Congress has passed legislation that regulates certain aspects of the Internet, including online content, copyright ~~2014~~infringement, user privacy, taxation, access charges and liability for third-party activities. The European Union also has enacted several directives relating to the Internet, including directives that address the use of personal data, e commerce activities, security, commercial piracy, consumer protection and taxation of e commerce transactions. Governmental authorities in the United States and abroad are considering, and may consider in the future, other legislative and regulatory proposals that would regulate the Internet. Areas of potential regulation are uncertain but may include intellectual property ownership, libel, privacy protection, consumer protection, including deceptive advertising, pricing, quality of products and services. We cannot predict how courts will interpret existing and new laws, or how new laws or the application of existing laws will affect our business. In addition, our business may be indirectly affected by legislation that affects the ability of our customers to engage in e-commerce activities. Increased regulation of the Internet may decrease the growth in the use of the Internet, which could decrease the demand for our products and services, increase our cost of doing business or otherwise harm our business, results of operations and financial condition.

~~CONTENTS~~19

	PAGE
Reports of Independent Registered Public Accounting Firms	F-1 - F-2
Balance Sheets as of December 31, 2014 and 2013	F-3
Statements of Operations for the Years Ended December 31, 2014 and 2013	F-4
Statement of Stockholders’ Equity for the Years December 31, 2014 and 2013	F-5
Statements of Cash Flows for the Years Ended December 31, 2014 and 2013	F-6
Notes to the Financial Statements	F-7 - F-19

We are qualified to do business in Nevada and California, failure by us to qualify as a foreign corporation in a jurisdiction where it is required to do so could subject us to taxes and penalties and could result in our inability to enforce contracts in such jurisdictions. Any such new legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the Internet and other online services could have a material adverse effect on our business, results of operations and financial condition.

16We may face potential liability for certain third party content integrated into our applications and content.

~~REPORT~~Because materials OFmay ~~INDEPENDENT~~be created by subscribers and other users of our applications and content subsequently distributed to others, there ~~REGISTERED~~is ~~PUBLIC~~a ~~ACCOUNTING~~potential ~~FIRM~~that claims may be made against us for defamation, negligence, copyright or trademark infringement (including, without limitation, in connection with music, movies, educational materials and the like), personal injury or other theories based on the nature, content, publication and distribution of such materials. We may also be exposed to liability with respect to the offering of third-party content that may be accessible through our applications. Such claims might include, among others, that by directly or indirectly promoting and making available content of third parties, we are liable for copyright or trademark infringement or other wrongful actions by such third parties through such websites. It is also possible that if any third-party content information provided on our applications contains errors, third parties could make claims against us for losses incurred in reliance on such information.

ToBecause we will have programming partially derived by users, the ~~Board~~potential exists that individuals may attempt to re-enact the stunts or acts depicted within the app content, website or the broadcasts. Additionally, such user derived content may contain works that are not their own and are actually the copy written property of ~~Directors~~others. Such claims may be brought and successfully pressed against us for the unauthorized use of such works. We believe we have taken sufficient precautions to protect our company against such third party claims. However, any imposition of liability may have a material adverse effect on our business and financial condition. In addition, the increased attention focused upon liability issues because of these types of lawsuits could affect the overall growth of our company.

~~Ubiquity, Inc.~~20

~~Irvine~~Any imposition of liability could have a material adverse effect on our business, ~~California~~results of operations and financial condition.

We have ~~audited~~issued ~~the~~patents ~~accompanying balance sheet of Ubiquity, Inc. (formerly Ubiquity Broadcasting Corporation) as of December 31, 2014,~~ and ~~the~~patent ~~related~~applications ~~statements~~that ofare ~~operations~~pending, ~~stockholders’~~ ~~equity,~~ and ~~cash~~may ~~flows~~not ~~for~~be ~~the year then ended~~issued. ~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.~~

We ~~conducted our audits in accordance~~ ~~with~~have ~~the~~patent ~~standards~~applications ofcurrently ~~the~~pending, ~~Public Company Accounting Oversight Board (United States). Those standards require that we plan~~ and ~~perform~~ ~~the~~there ~~audit~~can tobe ~~obtain~~no ~~reasonable~~ assurance ~~about~~that ~~whether~~ the ~~financial~~underling ~~statements~~patents ~~are~~sought ~~free~~by ofus ~~material~~will ~~misstatement.~~be ~~The~~issued, ~~Company has determined that it is not required to have~~and, ~~nor~~even ~~were~~if wethey ~~engaged~~are ~~to perform~~issued, anthat ~~audit~~the ofissuance ~~its~~will ~~internal~~be ~~control~~sufficiently ~~over financial~~timely ~~reporting.~~for ~~Our~~us ~~audit~~to ~~included~~obtain ~~consideration~~and ofsecure ~~internal~~competitive ~~control over financial reporting as a basis for designing audit~~advantage ~~procedures that are appropriate~~ in the ~~circumstances,~~Web ~~but~~based ~~not~~multi-media ~~for~~services ~~the~~industry ~~purpose~~including ofcross ~~expressing~~platform ~~an opinion on the effectiveness of the Company’s internal control over financial reporting~~products. ~~Accordingly,~~As ~~we express no such opinion. An audit includes examining on~~ a ~~test basis~~result, ~~evidence supporting~~ the ~~amounts~~pending ~~and~~patent ~~disclosures in the financial statements. An audit also includes assessing~~applications ~~the~~may ~~accounting~~not ~~principles~~provide ~~used~~competitive ~~and significant estimates made by management, as well as evaluating the overall financial statement presentation~~advantage. ~~We believe that our audit provides a reasonable basis for our opinion.~~

InAdditionally the ~~our~~company ~~opinion,~~has ~~the~~licensed ~~financial~~certain ~~statements referred~~technology toand ~~above~~there ~~present~~can ~~fairly,~~be inno ~~all~~assurance ~~material~~that ~~respects,~~ the ~~financial~~underling ~~position~~patents ofheld ~~Ubiquity,~~by ~~Inc~~others will not be subject to third party claims., asSuch ofclaims ~~December~~may ~~31,~~be ~~2014~~brought and successfully pressed against us for the ~~results~~unauthorized use of ~~its~~such works. ~~operations~~We ~~and~~believe ~~cash~~we ~~flows~~have ~~for~~taken ~~the~~sufficient ~~year~~precautions ~~then~~to ~~ended,~~protect inour ~~conformity~~company ~~with~~against ~~accounting~~such ~~principles~~third ~~generally~~party ~~accepted~~claims. However, any imposition inof ~~the~~liability ~~United~~may ~~States~~have a material adverse effect on our business and financial condition.

~~The accompanying financial statements~~Our ~~have~~inability ~~been~~to ~~prepared~~protect ~~assuming~~our ~~that~~intellectual ~~the~~property ~~Company~~could ~~will~~reduce ~~continue as a going concern. As discussed in Note 12 to~~ the ~~financial~~value ~~statements, the~~of ~~Company~~our ~~has negative working capital~~products, ~~has~~services ~~incurred losses from operations for each of the past two years~~ and ~~has not yet produced continuing revenues from operations~~brand. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 12. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/~~Our patent ~~KLJ~~applications, &trademarks, ~~Associates~~trade secrets, ~~LLP~~copyrights ~~KLJ~~and &all ~~Associates~~of our other intellectual property rights are important assets. Effective intellectual property protection may not be available in every country in which our products and services are made available. Also, ~~LLP~~the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property could harm our business and/or our ability to compete. Also, protecting our intellectual property is costly and time consuming. Unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results.

~~April~~Ubiquity’s patent 15portfolio is subject to governmental regulation, ~~2015~~and there are legal uncertainties associated with the conduct of the business.

~~F-1~~The United States Patent and Trademark legislation that regulates Patent Trademark copyright laws are subject to change. Governmental authorities in the United States and abroad are considering, and may consider in the future, other legislative and regulatory proposals that would affect changes in the laws regarding intellectual property ownership which may have an adverse effect on Ubiquity’s ability to retain or obtain patents and trademarks or adequately protect the Ubiquity IP now or in the future. We cannot predict how courts will interpret existing and new laws, or how new laws or the application of existing laws will affect our business, and our portfolio of patents, which could decrease the demand for our products and services, increase our cost of doing business or otherwise harm our business, results of operations and financial condition.

~~Silberstein~~Risks Relating ~~Ungar,~~to ~~PLLC~~Virtual ~~CPAs~~ and ~~Business Advisors~~Augmented Reality

~~Phone (248) 203-0080~~21

~~Fax~~We operate ~~(248)~~in ~~281-0940~~a new and rapidly changing industry, which makes it difficult to evaluate our business and prospects.

~~30600~~Virtual and ~~Telegraph~~augmented ~~Road~~and mixed reality, ~~Suite~~through ~~2175~~which we expect to derive a substantial percentage of our revenue, is a new and rapidly evolving technology. The growth of the virtual and augmented and mixed reality industry and the level of demand and market acceptance of our software are subject to a high degree of uncertainty. Our future operating results will depend on numerous factors affecting the virtual and augmented reality industry, many of which are beyond our control, including but not limited to:

~~Bingham~~● continued ~~Farms~~worldwide growth in the adoption and use of virtual and augmented reality products, MIGoogle ~~48025-4586~~and other social networks;

~~www.sucpas.com~~● changes in consumer demographics and public tastes and preferences;

~~REPORT~~● the OFworldwide ~~INDEPENDENT REGISTERED~~growth ~~PUBLIC~~of ~~ACCOUNTING~~personal ~~FIRM~~computer, broadband Internet and mobile device users, and the rate of any such growth; and

To● general ~~the~~economic ~~Board~~conditions, ofparticularly ~~Directors~~economic conditions adversely affecting discretionary consumer spending.

~~Ubiquity~~Our ability to plan for virtual and augmented reality development, ~~Inc~~distribution and promotional activities will be significantly affected by our ability to anticipate and adapt to relatively rapid changes in the tastes and preferences of our current and potential consumers. A decline in the popularity of virtual and augmented reality in general, or our software in particular, would harm our business and prospects.

~~Irvine,~~We may ~~California~~not be able to secure advantageous licensing agreements.

WeOur business ~~have~~plan ~~audited~~assumes ~~the~~others ~~accompanying~~will ~~balance sheet~~find ofits ~~Ubiquity,~~intellectual ~~Inc.~~property ascompelling ofand ~~December~~we ~~31,~~will ~~2013,~~be ~~and~~able ~~the~~to ~~related~~secure ~~statements~~licensing ofarrangements. If ~~operations,~~potential ~~stockholders’~~partners ~~equity,~~choose ~~and~~to ~~cash flows~~utilize ~~for~~older ~~the~~technology, ~~year~~fail ~~then~~to ~~ended.~~find ~~These~~our ~~financial~~technology, ~~statements~~applications ~~are~~and ~~the~~patent ~~responsibility~~portfolio ofcompelling or ~~the~~find ~~Company’s~~alternative ~~management.~~technologies ~~Our~~and ~~responsibility is~~techniques to ~~express~~circumvent anour ~~opinion~~patents, onor ~~these~~if ~~financial~~we ~~statements~~are ~~based~~unable onto defeat infringers, our ~~audit~~financial results may be materially and adversely affected.

~~We conducted our audit in accordance with~~If ~~the~~demand standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for ~~designing~~our ~~audit~~products ~~procedures that~~does ~~are appropriate in the circumstances, but~~ not ~~for~~develop the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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~~expected ~~as evaluating the overall financial statement presentation. We believe that~~ our ~~audit~~projected ~~provides~~revenues aand ~~reasonable~~profits ~~basis~~will ~~for~~be ~~our opinion~~affected.

InOur future ~~our~~profits ~~opinion~~are influenced by many factors, ~~the~~including ~~financial~~economics, ~~statements~~technology advancements, and world events and changing consumer ~~referred~~preferences. toWe ~~above~~believe ~~present~~that ~~fairly,~~the markets in ~~all~~our ~~material~~product ~~respects~~segment will continue to grow, ~~the~~that ~~financial~~we ~~position~~will ofsuccessful ~~Ubiquity,~~in ~~Inc~~marketing our products in these markets., asIf ofour ~~December~~expectations ~~31,~~as ~~2013~~to ~~and~~ the ~~results~~size of ~~its~~these ~~operations~~markets and ~~cash~~our ~~flows~~ability ~~for~~to ~~the~~sell ~~year~~our ~~then~~products ~~ended,~~and services in ~~conformity~~this ~~with~~market ~~accounting~~are ~~principles~~not ~~generally~~correct, ~~accepted in~~our ~~the~~revenue ~~United~~may ~~States~~not materialize and our business will be adversely affected.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12 to the financial statements, the Company has negative working capital, has incurred losses from operations for each of the past two years and has not yet produced continuing revenues from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 12. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.22

~~/s/~~We may ~~Silberstein~~be ~~Ungar,~~unable ~~PLLC~~to ~~Silberstein~~manage ~~Ungar,~~our ~~PLLC~~growth effectively.

~~April~~We expect 15our business and operations to expand and we anticipate that further expansion of our organization and operations will be required to achieve our expectations for future growth. In addition, ~~2014~~in order to manage our expanding operations, we will also need to improve our management, operational and financial controls and our reporting systems and procedures, equipment and infrastructure. All of these measures will require significant expenditures and will demand the attention of management. If we do not continue to enhance our management and other personnel and our operational and financial systems and controls equipment and infrastructure in response to growth in our business, we could experience operating inefficiencies that could impair our operations and could increase our costs. If we are unable to manage growth effectively, our business, financial condition and operating results could be adversely affected.

~~F-2~~We plan to expand our business, in part, through future acquisitions.

~~UBIQUITY~~We plan to use acquisitions of companies or assets to expand our capabilities, ~~INC~~expand our geographic markets, add experienced management and increase revenues and product offerings. However, we may be unable to implement this growth strategy if we cannot identify suitable acquisition candidates, reach agreement with acquisition targets on acceptable favorable terms or arrange required financing for acquisitions on acceptable terms. In addition, the time and effort involved in attempting to identify acquisition candidates and consummate acquisitions may divert members of our management from the operations of our company.

~~(FORMERLY UBIQUITY~~Any ~~BROADCASTING~~future ~~CORPORATION)~~acquisitions could disrupt business.

~~BALANCE~~We plan ~~SHEETS~~to use acquisitions of companies or assets to expand our project skill-sets and capabilities, expand our geographic markets, add experienced management and increase revenue, product and service offerings. Yet, we may be unable to implement this growth strategy if we cannot identify suitable acquisition candidates, reach agreement with acquisition targets on acceptable terms or arrange required financing for acquisitions on acceptable terms. In addition, the time and effort involved in attempting to identify acquisition candidates and consummate acquisitions may divert members of our management from the operations of our company.

ASIf we OFare ~~DECEMBER 31~~successful in consummating acquisitions, ~~2014~~those ~~AND~~acquisitions ~~2013~~could subject us to a number of risks, including:

	December 31, 2014			December 31, 2013
Assets:
Cash and cash equivalents	$	100,249		$	74,300
Accounts receivable, net		27,000			38,105
Prepaid expenses		39,433			121,275
Loans receivable - related parties		247,461			563,732
Other current assets		-			191,182
Total current assets		414,143			988,594
Property and equipment, net		748,438			1,003,546
Other assets:
Other assets		53,493			-
Accounts receivable - related party		100,000			-
Receivable - related parties		1,470,596			-
Intangible assets, net		8,475,898			14,151,440
Total assets	$	11,262,568		$	16,143,580
Liabilities and Stockholders' Equity:
Current liabilities
Accounts payable	$	423,356		$	756,316
Accrued expenses		1,909,353			2,450,601
Credit cards payable		825,854			482,635
Loans payable - related parties		36,250			7,000
Convertible note		200,881			-
Total current liabilities		3,395,694			3,696,552
Accrued expenses, long-term		1,000,000			-
Total liabilities		4,395,694			3,696,552
Commitments and contingencies
Stockholders' Equity:
Preferred stock, par value $0.001, 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, par value $0.001, 800,000,000 shares authorized, 105,438,968 and 92,069,199 shares issued and outstanding as of December 31, 2014 and 2013, respectively		105,395			92,069
Additional paid-in capital		148,135,335			126,142,077
Common stock to be issued		-			-
Deferred stock-based compensation		-			(312,500	)
Accumulated deficit		(141,373,856	)		(113,474,618	)
Total stockholders' equity		6,866,874			12,447,028
Total liabilities and stockholders' equity	$	11,262,568		$	16,143,580

● the purchase price we pay could significantly deplete our cash reserves or result in dilution to our existing stockholders;

~~See accompanying~~● ~~notes~~we tomay ~~financial~~find ~~statements.~~that the acquired company or assets do not improve our customer offerings or market position as planned;

~~F-3~~● we may have difficulty integrating the operations and personnel of the acquired company;

~~UBIQUITY, INC.~~23

~~(FORMERLY~~● key ~~UBIQUITY~~personnel and customers of the acquired company may terminate their relationships with the acquired ~~BROADCASTING~~company ~~CORPORATION)~~as a result of the acquisition;

~~STATEMENTS~~● we OFmay experience additional financial and accounting challenges and complexities in areas such ~~OPERATIONS~~as tax planning and financial reporting;

~~FOR~~● we ~~THE~~may ~~YEARS ENDED~~assume ~~DECEMBER~~or 31be held liable for risks and liabilities as a result of our acquisitions, ~~2014~~some of ~~AND~~which ~~2013~~we may not discover during our due diligence or adequately adjust for in our acquisition arrangements;

	Year Ended December 31, 2014			Year Ended December 31, 2013
Revenues	$	51,585		$	201,207
Revenues - related party		250,000			-
		301,585			201,207
Costs of sales		165,047			153,884
Gross profit		136,538			47,323
Operating expenses:
Meals and entertainment		72,781			84,952
Marketing		180,882			85,744
Outside services		149,162			362,179
Payroll expense		1,961,291			2,374,799
Stock-based compensation		12,514,401			43,921,242
Office and computer		386,257			177,344
Professional fees		2,290,823			1,683,664
Rent		575,832			485,922
Travel		293,912			126,922
Taxes		11,539			51,029
Charitable contributions		74,343			47,066
Bad debt expense		19,355			25,000
Depreciation and amortization		2,002,086			1,281,931
Other operating expenses		346,302			398,673
Total operating expenses		20,878,966			51,106,467
Operating loss		(20,742,428	)		(51,059,144	)
Other income and (expense)
Impairment loss		-			(45,000	)
Interest expense		(14,880	)		-
Loss on impairment of intangible assets		(7,185,933	)		(850,000	)
Other income (expense)		44,003			-
Total other income (expense)		(7,156,810	)		(895,000	)
Loss before provision for income taxes		(27,899,238	)		(51,954,144	)
Provision for income taxes		-			-
Net loss	$	(27,899,238	)	$	(51,954,144	)
Net loss per share: basic and diluted	$	(0.29	)	$	(0.73	)
Weighted average number of shares outstanding: basic and diluted		97,790,696			70,784,329

● we may incur one-time write-offs or restructuring charges in connection with the acquisition;

~~See~~● we ~~accompanying~~may acquire goodwill and other intangible assets that are subject to amortization or impairment ~~notes~~tests, which could result in future charges to ~~financial~~earnings; ~~statements.~~and

~~F-4~~● we may not be able to realize the cost savings or other financial benefits we anticipated.

~~UBIQUITY~~These factors could have a material adverse effect on our business, ~~INC~~financial condition and operating results.

~~(FORMERLY~~We may ~~UBIQUITY~~incur a variety of costs to engage in future acquisitions of companies, products or technologies, and the anticipated benefits ~~BROADCASTING~~of ~~CORPORATION)~~those acquisitions may never be realized.

~~STATEMENT~~As a OFpart ~~STOCKHOLDERS’~~of our business strategy, we may make acquisitions of, or significant investments in, complementary companies, products ~~EQUITY~~or technologies. Any future acquisitions would be accompanied by risks such as:

~~FOR~~● difficulties ~~THE~~in ~~YEARS ENDED~~assimilating ~~DECEMBER~~the ~~31,~~operations ~~2014~~and ~~AND~~personnel ~~2013~~of acquired companies;

	Common Stock						Preferred Stock
	Shares			Amount			Shares			Amount			Additional Paid- in Capital			Deferred Stock- Based Compensation			Accumulated Deficit			Shareholders' Equity
December 31, 2012		55,599,799		$	55,600		$	600,000		$	600		$	68,400,183		$	-		$	(61,520,474	)	$	6,935,909
Merger/recapitalization		12,822,857			12,823			-			-			(12,823	)		-			-			-
Cancellation of shares		(4,571,429	)		(4,571	)		-			-			4,571			-			-			-
Conversion of preferred stock		685,714			685			(600,000	)		(600	)		(85	)		-			-			-
Shares issued for cash		6,210,057			6,210			-			-			7,550,040			-			-			7,556,250
Equity issuance costs to officers		-			-			-			-			(494,729	)		-			-			(494,729	)
Stock options exercised		13,200,000			13,200			-			-			(13,200	)		-			-			-
Shares issued for services		6,512,914			6,513			-			-			10,951,897			(312,500	)					10,645,910
Shares issued to acquire intangible assets		1,609,286			1,609			-			-			6,480,892			-			-			6,482,501
Stock options issued for services rendered		-			-			-			-			33,275,331			-			-			33,275,331
Net loss		-			-			-			-									(51,954,144	)		(51,954,144	)
December 31, 2013		92,069,199			92,069			-			-			126,142,077			(312,500	)		(113,474,618	)		12,447,028
Shares issued for cash		10,501,572			10,502			-			-			8,049,676			-			-			8,060,178
Shares issued for services		1,731,965			1,732			-			-			11,137,604			-			-			11,139,336
Shares issued for purchase of assets		1,092,233			1,092			-			-			2,248,908			-			-			2,250,000
Equity issuance costs to officers		-			-			-			-			(523,953	)		-			-			(523,953	)
Stock-based compensation		-			-			-			-			1,081,023			312,500			-			1,393,523
Net loss		-			-			-			-			-			-			(27,899,238	)		(27,899,238	)
December 31, 2014		105,394,969		$	105,395		$	-		$	-		$	148,135,335		$	-		$	(141,373,856	)	$	6,866,874

● diversion of our management’s attention from ongoing business concerns;

~~See accompanying~~● ~~notes~~our potential inability to maximize our financial ~~statements.~~and strategic position through the successful incorporation of acquired technology and rights into our products;

~~F-5~~● additional expense associated with amortization of acquired assets;

~~UBIQUITY,~~● charges ~~INC.~~at the time of acquisitions related to the expensing of process research and development;

~~(FORMERLY UBIQUITY~~● ~~BROADCASTING~~the ~~CORPORATION)~~exposure to additional debt to fund an acquisition;

~~STATEMENTS OF~~● ~~CASH~~dilution ~~FLOWS~~to existing shareholders should the Company raise additional equity;

~~FOR~~● maintenance ~~THE~~of ~~YEARS ENDED~~uniform ~~DECEMBER~~standards, 31controls, ~~2014~~procedures ~~AND~~and ~~2013~~policies; and

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(27,899,238	)	$	(51,954,144	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,002,086			1,281,931
Stock-based compensation and stock for services		12,514,401			43,921,242
Contributed interest on related party notes		18,418			-
Bad debt expense		19,355			25,000
Impairment expense		7,185,933			45,000
Amortization of debt discount		881			-
Changes in operating assets and liabilities:
Accounts receivable		(8,250	)		(33,505	)
Accounts receivable - related party		(100,000	)		-
Prepaid expenses		81,842			39,719
Other current assets		-			-
Accounts payable		(332,920	)		(164,711	)
Accrued expenses		458,752			641,586
Credit cards payable		343,219			27,461
Loans to related parties		-			(538,475	)
Net cash used in operating activities		(5,715,521	)		(6,708,896	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans to related parties		(963,143	)		-
Purchase of property and equipment		(49,050	)		(270,142	)
Other assets		(53,493	)		-
Acquisition of intangible assets		(958,319	)		(121,346	)
Net cash used in investing activities		(2,024,005	)		(391,488	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		200,000			-
Net proceeds from loan payable - related party		29,250			(5,500	)
Equity issuance costs		(523,953	)		(494,729	)
Proceeds from sale of common stock		8,060,178			7,556,250
Net cash provided by financing activities		7,765,475			7,056,021
Change in cash and cash equivalents		25,949			(44,363	)
Cash and cash equivalents, beginning of year		74,300			118,663
Cash and cash equivalents, end of year	$	100,249		$	74,300
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities:
Value of common shares issued for assets	$	2,250,000		$	6,482,501

● impairment of existing relationships with employees, suppliers and customers as a result of the integration of new management personnel.

~~See~~We cannot ~~accompanying~~guarantee that we will be able to successfully integrate any business, products, technologies or personnel that we might ~~notes~~acquire in the future, and our failure to do so would have a material adverse effect on our business, financial ~~statements~~condition and operational results.

~~F-6~~24

~~UBIQUITY,~~International operations ~~INC~~could expose business to additional risks.

~~(FORMERLY~~We expect ~~UBIQUITY~~to generate a portion of sales outside the United States in the future. International expansion and sales is one of our ~~BROADCASTING~~growth ~~CORPORATION)~~strategies, and we expect our revenue and operations outside of North America will expand in the future. These operations will be subject to a variety of risks that we do not face in the United States including:

~~NOTES~~● increased TOtravel, ~~THE~~infrastructure ~~FINANCIAL~~and legal and compliance costs associated with multiple international ~~STATEMENTS~~locations;

~~DECEMBER 31~~● additional withholding taxes or other taxes on our foreign income, and tariffs or other restrictions ~~2014~~ on foreign trade or investment;

~~NOTE~~● imposition 1of, -or ~~NATURE~~unexpected OFadverse ~~BUSINESS~~changes in, foreign laws or regulatory requirements, many of which differ from those in the United States;

~~Ubiquity, Inc., formerly Ubiquity Broadcasting~~● ~~Corporation,~~increased ~~(“Ubiquity”~~exposure orto ~~“the~~foreign ~~Company”)~~currency ~~was~~exchange ~~formed~~rate ~~in the State of Delaware in February 2007. It then became a corporation in the State of Nevada on February 12, 2007.~~risk;

~~Ubiquity, Inc. (Collectively “Ubiquity”~~● orlonger ~~the~~payment ~~“Company”)~~cycles ~~creating IOT (“Internet of Things”)~~ for ~~emerging~~sales ~~businesses~~ in ~~social,~~some ~~mobile, analytics,~~foreign &countries cloud,is a leader in Multiscreen as a Service (“MaaS”) creating a comprehensive “full stack” engagement platform for multiscreen application environments. The company is the first fully integrated enterprise platform that enables brands to capture, engage, manage and ~~monetize~~potential ~~their~~difficulties ~~anywhere anytime users. Ubiquity’s intellectual property and unique cloud-based technology combines MaaS with SaaS to enable its customers to structure their content and data~~ in aenforcing ~~mobile~~contracts ~~cloud to deliver innovative user experiences to their multiscreen communities~~ and ~~audiences~~collecting ~~worldwide. The~~accounts company’s products and services include the Sprocket Platform with a uniform comprehensive warehouse data analytics format, GiftSender a mobile wallet, Monkey Bars a social mobility distribution platform, and proprietary video intelligence software.receivable;

~~Reverse~~● difficulties ~~Merger~~in repatriating overseas earnings;

~~As previously reported in the Current Report~~● ondifficulties ~~Form~~associated ~~8-K filed~~ with the Securities and Exchange Commission (“SEC”) on March 6, 2013. On March 5, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ubiquity Broadcasting Corporation, a privately held Delaware corporation (“Ubiquity-DE”), and Ubiquity Acquisition Corp., a newly formed, wholly-owned Nevada subsidiary of ours (“Acquisition Sub”), pursuant to which Acquisition Sub was merged with and into Ubiquity-DE, and Ubiquity-DE, as the surviving corporation, became our ~~wholly-owned~~control ~~subsidiary~~over ~~(the~~foreign “Merger”). A condition to the closing of the merger was that the Company shall have received an audit report of Ubiquity-DE with respect to its two most recently completed fiscal years from an independent accounting firm that is registered with the Public Company Accounting Oversight Board. Ubiquity-DE received an audit report by Silberstein Ungar; PLLC dated September 20distributers, ~~2013. Accordingly~~licensees, ~~the~~or merger closed on September 20, 2013. As a result of the Merger, the Company ceased its prior operations, which were insignificant and became a multimedia company focused on the intersection of cloud-based cross platform applications synchronized across all screens for enhancing the digital lifestyle.personnel;

~~The transaction was regarded as a reverse~~● ~~merger~~general ~~whereby~~economic ~~Ubiquity-DE~~conditions ~~was~~in ~~considered to be~~ the ~~accounting~~countries ~~acquirer~~in as its management retained control of the Company after the Share Exchange. As a result of this accounting treatment the historical financial statements of Ubiquity-DE, the accounting acquirer, are presented for all periods presented. The financial statements of the Company, which ~~are~~we ~~insignificant,~~operate; ~~have been presented from the date of acquisition, deemed to September 20, 2013, forward. Pro-forma financial information has not been provided as the amounts are insignificant.~~and

~~Pursuant~~● political tounrest, ~~the~~war, ~~terms~~incidents ~~and~~of ~~conditions~~terrorism ~~of the~~or ~~Merger~~responses ~~Agreement:~~to such events.

·Our overall ~~Each~~success ~~share~~in ofinternational ~~Ubiquity-DE’s~~markets ~~common~~will ~~stock~~depend, ~~issued~~in ~~and~~part, ~~outstanding~~on ~~immediately~~our ~~prior~~ability to ~~the~~succeed ~~closing~~in ofdiffering ~~the~~legal, ~~Merger~~regulatory, ~~was~~economic, social ~~converted~~and ~~into~~political ~~the~~conditions. ~~right~~We tomay ~~receive~~not ~~19,838,746~~be ~~shares~~successful ofin ~~our~~developing ~~common~~and ~~stock~~implementing policies and strategies that will be effective in managing these risks in each country where we do business. AnOur ~~aggregate~~failure ofto 19manage these risks successfully could have a material adverse effect on our company,~~838~~ harm our international operations,~~746~~ ~~shares~~reduce ofour ~~the~~international ~~Company’s~~sales ~~common~~and ~~stock~~increase ~~were~~our ~~issued~~costs, thus toadversely ~~the~~affecting ~~holders~~our ofbusiness, ~~Ubiquity-DE’s~~financial ~~common~~condition ~~stock~~and operating results.

·We rely ~~Pursuant~~on tooutside ~~the~~consultants, ~~terms of the Merger Agreement~~employees, ~~new~~manufacturers ~~members of our board of directors were appointed. Our new board of directors consists of previously the directors~~ and ~~officer of Ubiquity-DE~~suppliers.

~~The~~We will ~~purposes~~rely ofon the ~~transactions~~experience ~~described in~~of ~~the~~outside ~~Form~~consultants ~~8-K~~and ~~were~~employees. toIn ~~complete~~the aevent ~~reverse~~that ~~merger~~one ~~and~~or ~~complete~~more aof ~~recapitalization~~these ofconsultants ~~the~~or ~~Company~~employees terminates employment with the ~~result~~Company, ~~being~~or ~~that~~becomes ~~Ubiquity-DE became~~unsuitable aor ~~wholly-owned~~unavailable, ~~subsidiary. Our~~suitable ~~business~~replacements ~~operations~~ will ~~now~~need ~~focus~~to onbe ~~the~~obtained ~~business~~and there ofis ~~Ubiquity-DE~~no inassurance ~~the~~that ~~future and~~such ~~our~~employees ~~management~~or ~~will~~consultants could be ~~the~~obtained ~~management~~under ofconditions ~~Ubiquity-DE~~favorable to us.

~~NOTE~~Our business 2depends -on ~~SUMMARY~~a OFstrong ~~SIGNIFICANT~~brand, ~~ACCOUNTING~~and ~~POLICIES~~if we are not able to maintain and enhance our brand, our ability to expand our customer base will be impaired and our business and operating results will be harmed.

~~Basis~~We believe that the development of ~~Presentation~~our brand identity will be critical to the success of our business. Maintaining and enhancing our brand may require us to make substantial investments, and these investments may not be successful. If we fail to establish and promote the brand, or if it incurs excessive expenses in this effort, our business, operating results and financial condition will be materially and adversely affected.

~~The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.~~25

~~Principles~~Inability to acquire adequate levels of ~~Consolidation~~Insurance and contractual protections may not always cover company losses.

~~The~~Although we ~~accompanying~~possess ~~consolidated~~insurance, ~~financial~~warranties from suppliers, licensees vendors, consultants, and subcontractors and attempt, where feasible, ~~statements~~to ~~include~~pass ~~the~~risks ~~accounts~~we ofcannot ~~the~~control ~~Company~~to suppliers, licensees vendors, consultants and ~~its~~subcontractors, ~~wholly-owned~~the ~~subsidiary~~proceeds ~~Ubiquity~~of ~~Broadcasting~~such ~~Corp.~~insurance, warranties, aperformance ~~Delaware~~guarantees ~~corporation~~may not be adequate to recover losses increased expenses or liquidated damages payments that may be required in the future. There can be no assurance that we will be able to qualify or maintain adequate levels of insurance ~~All~~now ~~material~~or ~~inter-company~~in ~~accounts~~the ~~and~~future. ~~transactions~~Any losses that cannot be recovered may have ~~been~~an ~~eliminated~~adverse ineffect ~~consolidation~~on the company and its continued operations.

~~F-7~~Our business depends on the availability of adequate Cloud, Mobil, Web and Wireless infrastructure for our continued operations.

~~Cash~~The success of the our software applications will depend in part upon the continued development of a Cloud, Web, Mobile, Wireless and ~~Cash~~IPTV ~~Equivalents~~infrastructure, such as a reliable network backbone with the appropriate, redundant hardware infrastructure and storage, necessary speed, data capacity and security, content management systems, and high-speed bandwidth for providing reliable Web access and cross platform services. There can be no assurance that we will not be required to incur substantial expenditures in order to adapt our services to changing Cloud, Web Mobile, and Wireless technologies, which could have a material adverse effect on our business, results of operations and financial condition.

~~For~~We depend ~~purposes~~on ofthird ~~the~~parties ~~accompanying~~for ~~financial statements,~~ the ~~Company~~research ~~considers~~and ~~all~~development ~~highly liquid instruments with an initial maturity~~ of ~~three months or less to be cash equivalents~~products.

~~Accounts~~The products ~~Receivable~~we market are subject to rapid technological change and ~~Allowance~~evolving industry standards. The future revenue growth of our business depends in large part on the development, market acceptance and performance of any new products we introduce in the marketplace. We do not have an internal research and development department. Instead, we rely on third parties for the research and development ~~Doubtful~~of ~~Accounts~~new and enhanced products.

~~Accounts~~Although we ~~receivable~~depend ~~are~~on ~~reported~~various atthird ~~realizable value,~~parties ~~net of allowances~~ for ~~doubtful~~the ~~accounts,~~introduction ~~which is estimated~~ and ~~recorded~~acceptance inof ~~the~~new ~~period~~products, ~~the~~we ~~related~~do ~~revenue~~not ishave ~~recorded.~~long-term relationships ~~The~~with ~~Company~~any ~~has~~of athem. ~~standardized~~There ~~approach~~can tobe ~~estimate~~no ~~and~~assurance ~~review~~that ~~the~~we ~~collectability~~will ofmaintain ~~its~~existing ~~receivables~~relationships ~~based~~or onforge anew ~~number~~relationships, ofthat ~~factors,~~we will ~~including~~continue ~~the~~to ~~period~~have ~~they~~access ~~have~~to ~~been~~significant ~~outstanding.~~proprietary ~~Historical~~products, ~~collection~~processes and ~~payer~~technologies, ~~reimbursement~~or ~~experience~~that iswe anwill ~~integral~~continue ~~part of~~to ~~the~~have ~~estimation process related~~ access to ~~allowances~~new ~~for~~competitive ~~doubtful accounts. In addition~~products, ~~the~~processes ~~Company~~and ~~regularly~~technologies ~~assesses~~that ~~the~~may ~~state~~be ~~of its~~required ~~billing~~to ~~operations~~introduce innew ~~order~~products. toIf ~~identify~~we ~~issues,~~are ~~which~~not ~~may~~successful in ~~impact~~maintaining ~~the~~and ~~collectability~~developing ofnew ~~these~~relationships ~~receivables~~ or ~~reserve~~obtaining ~~estimates. Bad~~rights ~~debt~~to ~~expense~~market ~~was~~products ~~$19,355~~with ~~and~~competitive ~~$25~~technologies,~~000~~ ~~for~~we ~~the~~will become ~~years~~less ~~ended~~competitive ~~December 31, 2014~~ and ~~2013,~~as ~~respectively.~~a ~~The~~result ~~allowance~~could ~~for~~have ~~doubtful accounts~~a ~~was~~material ~~$40,000~~adverse ~~and~~effect ~~$25,000~~on atour ~~December~~company ~~31,~~and ~~2014~~its operations and ~~2013,~~potential ~~respectively~~revenues will suffer.

~~Property and Equipment~~26

~~The capital assets are being depreciated~~No ~~over~~Assurance ~~their estimated useful lives, three to fifteen years using the straight-line method~~ of ~~depreciation for book purposes~~Revenues. ~~The cost of leasehold improvements is amortized over the lesser of the length of the related leases or the estimated useful lives of the assets.~~

~~Maintenance~~There can ~~and~~be ~~repairs~~no ~~are~~assurance ~~charged~~that our proposed operations will result in sufficient revenues or any revenues at all to enable us to operate ~~operations~~at ~~when~~profitable ~~incurred~~levels or to generate positive cash flow. ~~Betterments~~As a result of the Company’s limited operating history and ~~renewals~~the ~~are~~nature of ~~capitalized~~the markets in which it competes, the Company may not be able to accurately predict its revenues. ~~When~~Any ~~equipment~~failure by the Company to accurately make such predictions would have a material adverse effect on the Company’s business, results of operations and ~~leasehold~~financial ~~improvements~~condition. The Company expects operating results to fluctuate significantly in the future as a result of a variety of factors, many of which are ~~sold~~outside of the Company’s control. Factors that may adversely affect the Company’s operating results include, among others, demand for the products of the Company, the budgeting cycles of potential customers, lack of enforcement of or ~~otherwise~~changes in governmental regulations or laws, the amount and timing of capital expenditures, legal and accounting costs and ~~disposed~~other costs relating to the expansion of the Company’s operations, the ~~asset~~introduction ~~account~~of new or enhanced products and ~~related~~services by ~~accumulated~~the ~~depreciation~~Company ~~account~~or ~~are~~its ~~relieved~~competitors, the timing and ~~any~~number ~~gain~~of new hires, the mix of products, increases in the cost of product development , technical difficulties with the products, incurrence of costs relating to future acquisitions, general economic conditions, world events and market acceptance of the company’s products. As a strategic response to changes in the competitive environment, the Company may from time to time make certain changes to pricing, service or ~~loss~~marketing decisions or business combinations that could have a material adverse effect on the Company’s business, results of operations and financial condition. Any seasonality is ~~included~~likely to cause quarterly fluctuations in the Company’s operating results, and there can be no assurance that such patterns will not have a material adverse effect on the Company’s business, results of operations and financial condition. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall.

~~Intangible~~If we ~~Assets~~are unable to successfully recruit and retain qualified contractors, consultants, personnel, and management we may not be able to continue our operations.

~~Intangible~~In order ~~assets~~to ~~are~~successfully ~~amortized~~implement ~~using the~~and ~~straight-line~~manage ~~method~~our ~~over~~business ~~fifteen~~plan, ~~years.~~we ~~The~~will ~~Company~~depend ~~periodically~~upon, ~~evaluates~~among other things, successfully recruiting and retaining qualified personnel having experience in the ~~recoverability~~our ofindustry. ~~intangible~~Competition ~~assets~~for ~~and~~qualified ~~takes~~individuals is intense. We ~~into~~may ~~account~~not ~~events~~be orable ~~circumstances~~to ~~that~~find, ~~warrant~~attract ~~revised~~and ~~estimates~~retain ofqualified ~~useful~~contractors, ~~lives~~consultants, personnel or ~~that~~management ~~indicate~~on ~~impairment~~acceptable ~~exists~~terms. ~~All of~~If ~~Ubiquity’s~~we ~~intangible assets~~ are ~~subject~~unable to ~~amortization.~~find, ~~See~~attract ~~Note~~and 5retain ~~for~~qualified ~~additional~~contractors, ~~information~~consultants, ~~related~~personnel toor anmanagement ~~impairment recorded~~with ~~during~~technical ~~the~~expertise, our ~~year~~business ~~ended~~operations ~~December~~could ~~31, 2014~~suffer.

~~Fair~~A significant ~~Value~~product ofdefect ~~Financial~~could ~~Instruments~~materially and adversely affect our brand image, causing a decline in our sales and profitability, and could reduce or deplete our financial resources.

~~The~~A significant ~~Company~~product ~~follows~~defect ~~the~~could ~~guidance~~materially ofharm ~~Accounting Standards~~our ~~Codification~~brand ~~("ASC")~~image ~~820: Fair Value Measurement~~ and ~~Disclosure.~~could ~~Fair~~force ~~value~~us ~~is defined as the exit price, or the amount that would be received~~ to ~~sell~~conduct ~~an asset or paid to transfer~~ a ~~liability~~product inrecall. anThis ~~orderly~~could ~~transaction between market~~damage ~~participants~~our asrelationships ofwith ~~the~~our ~~measurement~~customers ~~date.~~and ~~The~~reduce ~~guidance~~end-user ~~also~~loyalty. ~~establishes~~A aproduct ~~hierarchy~~recall ~~for~~would ~~inputs~~be ~~used~~particularly inharmful ~~measuring~~to ~~fair~~us ~~value that~~because ~~maximizes~~we ~~the~~have ~~use~~limited offinancial ~~observable inputs~~ and ~~minimizes~~administrative ~~the~~resources ~~use~~to ofeffectively ~~unobservable~~manage ~~inputs~~a byproduct ~~requiring~~recall ~~that~~and ~~the~~it ~~most~~would ~~observable~~detract ~~inputs~~management’s beattention ~~used~~from ~~when~~implementing ~~available.~~our ~~Observable~~core ~~inputs~~business ~~are~~strategies. ~~inputs~~As ~~market~~a ~~participants~~result, ~~would~~a ~~use~~significant inproduct ~~valuing~~defect ~~the asset~~ or ~~liability~~product ~~and~~recall ~~are~~could ~~developed~~cause ~~based~~a ondecline ~~market~~in ~~data obtained from sources independent of~~ our ~~Company.~~sales ~~Unobservable~~and ~~inputs~~profitability, ~~are~~and ~~inputs~~could ~~that~~reduce ~~reflect our Company’s assumptions about the factors market participants would use in valuing the asset~~ or ~~liability.~~deplete ~~The~~our ~~guidance~~financial ~~establishes three levels of inputs that may be used to measure fair value:~~resources.

~~Level 1. Observable inputs such as quoted prices in active markets;~~27

~~Level 2.~~Future growth ~~Inputs~~could strain our resources, ~~other~~and ~~than~~if ~~the~~we ~~quoted prices~~are inunable ~~active~~to ~~markets~~manage our growth, ~~that~~we ~~are~~may ~~observable~~not ~~either~~be ~~directly~~able orto ~~indirectly;~~successfully ~~and~~implement our business plan.

~~Level 3.~~We hope ~~Unobservable~~to ~~inputs~~experience rapid growth in our operations, which ~~there~~ iswill ~~little~~place ora nosignificant ~~market~~strain ~~data~~on our management, ~~which~~administrative, ~~require~~operational and financial infrastructure. Our future success will depend in part upon the ability of our executive officers to manage growth effectively. This will require that we hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting ~~entity~~systems and procedures. If we fail to ~~develop~~successfully ~~its~~manage ~~own~~our ~~assumptions~~growth, we may be unable to execute upon our business plan.

AsEmployee, Consultant or Contractor theft of ~~December~~intellectual 31property, ~~2014~~trade ~~and 2013~~secrets, webreach ~~did not~~of ~~have~~confidentiality ~~any~~agreements ~~level~~could 1,adversely 2,affect our orproduct 3development ~~assets~~and orfuture ~~liabilities~~revenues.

~~Revenue~~The company ~~Recognition~~depends on secrecy to protect intellectual property, methodology or research that is not yet ready for commercial development. Should the company experience theft by an employee, consultant or contractor, or should an employee, contractor, or consultant violate the confidentiality agreement or misappropriate its trade secrets, intellectual property or proprietary information materials, it could have a material adverse effect on the company its operations and potential revenue.

The Company recognizes revenue when (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the sales price is fixed or determinable; and (iv) collectability is reasonably assured. Revenue from packaged product sales to distributors and resellers is usually recorded when related products are shipped. HoweverCloud, ~~when the revenue recognition criteria required for~~ ~~distributor and reseller arrangements are not met~~Web, ~~revenue~~Mobile ~~is recognized as payments are received. Revenues from the licensing the rights to technology~~ and~~/or~~ ~~patents~~Wireless ~~are~~networks ~~typically~~could ~~recorded~~fail ~~when access to the technology and/~~or ~~patents~~operate iswith ~~provided~~limited capabilities.

~~Cost~~We will rely on existing and newer generations of ~~Revenue~~Cloud, Web, Mobile and Wireless networks to transmit data and video to multiple devices. If those systems are interrupted or fail entirely, or experience periodic outages it could jeopardize our service and reputation.

~~Cost~~If we fail to establish and maintain an effective system of ~~revenue~~internal ~~includes~~control, ~~the~~we ~~direct~~may ~~costs~~not be able to report our financial results accurately or to ~~manufacture~~prevent ~~and~~fraud. ~~distribute~~Any ~~the~~inability ~~product~~to report and ~~the~~file ~~direct~~our ~~costs~~financial toresults ~~provide~~accurately ~~online~~and ~~services,~~timely ~~production,~~could ~~consulting,~~harm ~~product~~our ~~support,~~reputation ~~licensing~~and ~~opportunities,~~adversely ~~training~~impact ~~and~~the ~~certification~~trading price of ~~sub-contractors~~our common stock.

~~Advertising~~It may ~~Costs~~be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures. Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. In addition, if we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our filings with the Securities and Exchange Commission current and may adversely affect any market for, and the liquidity of, our common stock.

~~Advertising costs are expensed as incurred. Advertising costs were $180,882 and $85,744 for the years ended December 31, 2014 and 2013, respectively.~~28

~~Stock-Based~~Public company ~~Compensation~~compliance may make it more difficult for us to attract and retain officers and directors.

The Sarbanes-Oxley ~~Company~~Act ~~accounts~~and ~~for~~rules ~~employee~~subsequently ~~stock-based compensation~~implemented inby ~~accordance~~the ~~with~~Securities ~~the~~and ~~guidance~~Exchange ofCommission ~~ASC~~have ~~Topic~~required ~~718:~~changes ~~"Compensation~~in -corporate governance ~~Stock~~practices ~~Compensation",~~of ~~which~~public ~~requires~~companies. ~~all share-based~~As ~~payments~~a topublic ~~employees~~company, ~~including~~we ~~grants~~expect ofthese ~~employee~~new ~~stock~~rules ~~options,~~and regulations to beincrease ~~recognized~~our incompliance costs ~~the~~and ~~financial~~to ~~statements~~make ~~based on~~certain ~~their~~activities ~~fair~~more ~~values.~~time ~~The~~consuming ~~Company~~and ~~generally~~costly. ~~estimate~~As ~~the~~a ~~grant~~public ~~date~~company, ~~fair~~we ~~value~~also ofexpect ~~stock~~that ~~options~~these ~~using~~rules ~~the Black-Scholes option-pricing~~and ~~model.~~regulations ~~The~~may ~~Black-Scholes~~make ~~option-pricing~~it ~~model~~more isdifficult ~~affected~~and byexpensive ~~the~~for ~~Company's~~us ~~stock~~to ~~price~~obtain ondirector ~~the~~and ~~date~~officer ofliability ~~grant,~~insurance in the ~~expected~~future ~~stock~~and ~~price~~we ~~volatility~~may ~~over~~be ~~the~~required ~~expected~~to ~~term~~accept ofreduced ~~the~~policy ~~award,~~limits ~~the~~and ~~risk-free~~coverage ~~interest~~or ~~rate~~incur ~~for~~substantially ~~the~~higher ~~expected~~costs ~~term~~to ofobtain the ~~award~~same ~~and~~or ~~expected~~similar ~~dividends~~coverage. ~~The~~As ~~Company~~a ~~recognizes~~result, ~~stock-based~~it ~~compensation~~may ~~expense~~be ~~on a~~more ~~straight-line~~difficult ~~basis~~for ~~over~~us ~~the~~to ~~service~~attract ~~period~~and retain qualified persons to serve on our board of ~~the~~directors or ~~award~~as executive officers.

~~F-8~~The company may not be able to raise sufficient capital to continue as a going concern.

~~The~~We have ~~Company~~not ~~follows~~generated ~~ASC~~any ~~Topic~~profit ~~505-50, formerly~~from ~~EITF~~operations ~~96-18,~~since ~~“Accounting~~our ~~for~~inception. ~~Equity~~We ~~Instruments~~expect ~~that~~our ~~are~~operating ~~Issued~~expenses will increase over the next 12 months to ~~Other~~continue ~~than~~our ~~Employees~~development ~~for~~activities. ~~Acquiring,~~Based oron inour ~~Conjunction with~~average ~~Selling~~monthly ~~Goods~~expenses and ~~Services~~current burn rate,” ~~for~~we ~~stock~~estimate ~~options~~we will ~~and~~need ~~warrants~~to ~~issued~~raise an additional $10,000,000 to ~~consultants~~$15,000,000 ~~and~~over ~~other~~the ~~non-employees~~next 24 months. InThis ~~accordance~~amount could increase if we encounter ~~with~~difficulties ~~ASC~~that ~~Topic~~we ~~505-50,~~cannot ~~these~~anticipate ~~stock~~at ~~options~~this ~~and~~time ~~warrants~~or ~~issued~~if aswe ~~compensation~~acquire ~~for~~other ~~services~~businesses. ~~provided~~We expect to ~~the~~raise ~~Company~~money ~~are~~through ~~accounted~~equity ~~for~~financing ~~based~~via ~~upon~~ the ~~fair~~sale ~~value~~ of ~~the~~our ~~services~~common ~~provided~~stock. orShould we be unable to raise the ~~estimated~~money ~~fair~~that ~~market~~we ~~value~~need ofin ~~the~~order ~~option~~to orcontinue ~~warrant,~~to ~~whichever~~operate ~~can~~our business, we will be ~~more~~forced ~~clearly~~to ~~determined.~~delay, ~~The~~scale ~~fair~~back ~~value~~or ofeliminate ~~the~~some ~~equity~~or ~~instrument~~all isof ~~charged~~our ~~directly~~proposed tooperations. ~~compensation~~Failure ~~expense~~to ~~and~~raise additional ~~paid-in~~ capital ~~over~~required ~~the~~to ~~period~~run ~~during~~our ~~which~~operations ~~services~~could ~~are~~have ~~rendered~~a material adverse effect on the company’s business and its continued operation.

~~Common stock issued in connection with~~Risks ~~services~~Relating ~~whereby~~to ~~the~~Our ~~performance~~Common ~~is complete and for asset acquisitions are typically valued using the closing market price of the Company's common stock on the date of the agreement.~~Stock

~~Income~~Suspension of ~~Taxes~~trading of the Company’s securities.

~~Income~~On March ~~taxes~~20, ~~are~~2017, ~~computed~~the ~~using~~(“SEC”) announced the ~~asset~~temporary ~~and~~suspension ~~liability~~of ~~method.~~trading ~~Under~~in the ~~asset~~securities ~~and~~of ~~liability~~Ubiquity, ~~method~~Inc., ~~deferred~~(OTC ~~income~~Link: ~~tax~~UBIQ), ~~assets~~pursuant ~~and~~to ~~liabilities~~Section ~~are~~12(k) ~~determined~~of ~~based on~~ the ~~differences~~Securities ~~between~~Exchange Act ~~the~~of ~~financial~~1934 ~~reporting~~(“Exchange ~~and~~Act”). ~~tax~~The ~~bases~~trading ofsuspension ~~assets~~commenced ~~and~~at ~~liabilities~~9:30 ~~and~~a.m. ~~are~~EDT ~~measured~~on ~~using~~March ~~the~~20, ~~currently~~2017, ~~enacted~~and terminates ~~tax~~at ~~rates~~11:59 ~~and laws~~p.m. AEDT ~~valuation~~on ~~allowance~~March is31, ~~provided~~2017. ~~for~~The ~~the~~trading ~~amount~~suspension ofmay ~~deferred~~be ~~tax~~extended ~~assets~~by ~~that,~~the ~~based~~SEC onfor ~~available~~a ~~evidence, are~~period ~~not~~of ~~expected~~up to bethirty ~~realized~~(30) calendar days.

The ~~Company’s income tax returns~~ ~~are~~SEC ~~based~~stated ~~on calculations and assumptions that are subject to examination by~~ the ~~Internal~~following ~~Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties~~ in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its ~~tax~~release ~~returns,~~(Release ~~the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes~~No. ~~The~~ Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. To date there have been no uncertain tax positions.80275)

~~Concentration~~The Commission temporarily suspended trading in the securities of ~~Credit~~Ubiquity ~~Risks~~due to a lack of current and accurate information about the company because Ubiquity is delinquent in its requisite periodic filings with the Commission pursuant to Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder. This order was entered pursuant to Section 12(k) of the Exchange Act.

~~The Company maintains its cash and cash~~Periodic ~~equivalents~~Reports inthat ~~bank~~Have ~~deposit~~Not ~~accounts,~~Been which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties.Filed

~~Use~~Ubiquity has not filed its Annual Report on Form 10K as of, ~~Estimates~~and for the annual periods ending December 31, 2015 and December 31, 2016, respectively; or any of the quarterly reports on Form 10Q required under the Exchange Act for 2016. The Company has not been able to obtain the requisite financial information from a non-U.S entity that the Company consolidated in order to prepare financial statements and other disclosures that are required to be included in these Exchange Act reports. As a result of this significant issue, the Company could not have confidence that such disclosures would be true and correct in all material respects, despite the Company’s diligent efforts to obtain such information from its non-U.S. entity.

~~Preparing financial statements requires~~We ~~management~~are tocurrently ~~make~~taking ~~estimates and assumptions that affect~~ the ~~reported~~appropriate ~~amounts~~steps ofto ~~assets,~~uplist ~~liabilities,~~to ~~revenue,~~the ~~and~~OTCQB ~~expenses.~~Exchange ~~Examples include estimates of loss contingencies~~ and ~~product~~resume ~~life~~priced ~~cycles,~~quotations ~~and~~with ~~assumptions~~market ~~such~~makers as ~~the elements comprising a software arrangement,~~ ~~including~~soon ~~the~~as distinction between upgrades/enhancements and new products; when the Company reaches technological feasibility for its products; the potential outcome of the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns; and determining when investment impairments are other-than-temporarypracticable. ~~Actual results and outcomes may differ from these estimates and assumptions.~~

~~Earnings~~The suspension ~~per~~of ~~Common~~trading eliminated our market makers, resulted in our trading on the grey sheets, resulted in legal proceedings and ~~Common~~restricted ~~Equivalent~~our access to capital. This action had a material adverse effect on our business, financial condition and results ~~Share~~of operations. If we are unable to obtain additional financing when it is needed, we will need to restructure our operations, and divest all or a portion of our business.

~~The computation of basic earnings per~~Trading ~~common~~in ~~share~~our isstock ~~computed using the weighted average number of common shares outstanding during the year. The computation of diluted earnings per common share~~ is ~~based~~limited onby the ~~weighted~~lack ~~average number~~ of ~~shares~~market ~~outstanding~~makers ~~during the year plus common stock equivalents which would arise from the exercise of warrants outstanding using the treasury stock method~~ and the ~~average~~SEC’s ~~market~~penny ~~price per share during the year. Options, warrants and convertible preferred~~ stock ~~which are common stock equivalents are not included in the diluted earnings per share calculation for December 31, 2014 and 2013, respectively, since their effect is anti-dilutive~~regulations.

~~Impairment~~On March 20, 2017 as a result of ~~Long~~the SEC suspension in the trading of our securities, we lost all market makers and traded on the grey market of OTCBB. Until we comply with FINRA Rule 15c2-~~Lived~~11, ~~Assets~~we will trade on the grey market, which has limited quotations and marketability of securities. Holders of our common stock may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common stock, and the market value of our common stock has therefore declined.

~~The Company continually monitors events~~We ~~and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances~~ are ~~present,~~currently ~~the~~taking ~~Company assesses~~ the ~~recoverability~~appropriate ofsteps ~~long-lived~~to ~~assets~~uplist byto ~~determining whether~~ the ~~carrying~~ ~~value~~OTCQB ofExchange ~~such~~and ~~assets~~resume ~~will~~priced bequotations ~~recovered~~with ~~through~~market ~~undiscounted~~makers ~~expected~~as soon ~~future~~as ~~cash~~it ~~flows. If the total of the future cash flows~~ is ~~less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets~~able. ~~Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.~~

~~Recently~~Our stock ~~Issued~~is ~~Accounting~~categorized ~~Guidance~~as a penny stock The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than US$ 5.00 per share or an exercise price of less than US$ 5.00 per share, subject to certain exclusions (e.g., net tangible assets in excess of $2,000,000 or average revenue of at least $6,000,000 for the last three years). The penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Finally, broker-dealers may not handle penny stocks under $0.10 per share.

~~In May 2014, the Financial Accounting~~These ~~Standards~~disclosure ~~Board~~requirements ~~(FASB)~~reduce ~~issued~~the ~~Accounting~~level ~~Standards~~of ~~Update~~trading ~~No. 2014-9, Revenue~~activity ~~from~~in ~~Contracts~~the ~~with~~secondary ~~Customers~~market ~~(Topic~~for ~~606) (“ASU 2014-9”).~~the ~~ASU~~stock ~~2014-9 outlines~~that ais ~~single~~subject ~~comprehensive model for entities~~ to ~~use~~these inpenny stock ~~accounting for revenue~~rules. ~~Under the guidance~~Consequently, ~~revenue~~these ispenny ~~recognized~~stock ~~when~~rules awould ~~company~~affect ~~transfers~~the ~~promised~~ability ~~goods~~of orbroker-dealers ~~services~~ to ~~customers~~trade inour ansecurities ~~amount~~if ~~that~~we ~~reflects the~~become ~~consideration~~subject to ~~which~~them ~~the company expects to be entitled~~ in ~~exchange~~the ~~for those goods or services~~future. The ~~standard~~penny isstock ~~effective~~rules ~~for public~~also ~~entities~~could ~~with~~discourage ~~annual~~investor ~~and~~interest ~~interim~~in ~~reporting~~and ~~periods~~limit ~~beginning after December 15, 2016. Entities have~~ the ~~option~~marketability of ~~using~~our ~~either~~common astock ~~full retrospective or a modified retrospective approach~~ to ~~adopt~~future ~~the~~investors, ~~guidance. We~~resulting ~~are~~in ~~currently~~limited ~~evaluating implementation~~ability ~~methods~~for ~~and~~investors ~~the~~to ~~effect~~sell ~~that~~their ~~implementation of this standard will have on our financial statements upon adoption~~shares.

~~F-9~~FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

In addition ~~August~~to ~~2014,~~ the ~~Financial~~“penny ~~Accounting Standards~~stock” ~~Board~~rules ~~("FASB")~~described ~~issued~~above, ~~Accounting~~FINRA ~~Standards~~has ~~Update~~adopted ~~No.~~rules ~~2014-15, Going~~that ~~Concern~~require ~~(Subtopic~~that ~~205-40) (“ASU~~in recommending an ~~2014-15”).~~investment ~~ASU~~to ~~2014~~a customer, a broker-~~15 requires~~dealer ~~management~~must ofhave ~~all~~reasonable ~~entities~~grounds tofor ~~evaluate~~believing ~~whether~~that ~~there~~the ~~are~~investment ~~conditions~~is ~~and~~suitable ~~events~~for that ~~raise~~customer. ~~substantial~~Prior ~~doubt~~to ~~about~~recommending ~~the~~speculative ~~entity’s~~low ~~ability~~priced securities to ~~continue~~their asnon-institutional acustomers, ~~going~~broker-dealers ~~concern~~must ~~within~~make reasonable ~~one~~efforts ~~year~~to ~~after~~obtain information about the customer’s financial ~~statements are~~status, ~~issued~~tax ~~(or~~status, ~~available~~investment toobjectives beand ~~issued~~other information. ~~when~~Under ~~applicable).~~interpretations ~~The~~of ~~guidance~~these isrules, ~~effective~~FINRA ~~for~~believes ~~fiscal~~that ~~years~~there ~~beginning~~is ~~after~~a ~~December~~high ~~15,~~probability that speculative low priced ~~2016~~securities ~~and~~will ~~for~~not ~~interim~~be ~~periods~~suitable ~~within~~for ~~that~~at ~~fiscal~~least ~~year~~some customers. WeThe doFINRA ~~not~~requirements ~~expect~~make ~~the~~it ~~adoption~~more ofdifficult ~~this~~for ~~guidance~~ broker-dealers to ~~have~~recommend athat ~~material~~their ~~effect on~~customers buy our ~~financial~~common ~~statements~~stock, aswhich wemay ~~currently~~limit ~~disclose~~your ~~that~~ability ~~there~~to isbuy ~~substantial~~and ~~doubt~~sell ~~regarding~~ our ~~ability~~stock toand ~~continue~~have asan ~~a going~~adverse ~~concern~~effect on the market for our shares.

~~NOTE~~Because we 3became -public ~~PREPAID~~by ~~EXPENSES~~means of a “reverse merger,” we may not be able to attract the attention of major brokerage firms.

~~Prepaid~~There may ~~expenses~~be ~~consisted~~risks associated with us becoming public through a “reverse merger” with a shell company. Although the shell company did not have recent or past operations or assets and we performed a due diligence review of the ~~following~~shell company, there can asbe no assurance that we will not be exposed to undisclosed liabilities resulting from the prior operations of ~~December 31:~~the shell company. Securities analysts of major brokerage firms and securities institutions may also not provide coverage of us because there were no broker-dealers who sold our stock in a public offering that would be incentivized to follow or recommend the purchase of our common stock. The absence of such research coverage could limit investor interest in our common stock, resulting in decreased liquidity. No assurance can be given that established brokerage firms will, in the future, want to cover our securities or conduct any secondary offerings or other financings on our behalf.

	December 31, 2014		December 31, 2013
Commissions	$	-	$	46,309
Short term deposits		39,433		34,003
Legal		-		39,833
Miscellaneous		-		1,130
Total prepaid expenses	$	39,433	$	121,275

~~NOTE~~Because we 4became -public ~~PROPERTY~~by ~~AND~~means ~~EQUIPMENT~~of a “reverse merger,” it may be more difficult to list on a national exchange such as the Nasdaq, NYSE or NYSE Amex.

~~Property~~It may ~~and~~be ~~equipment~~more ~~recorded~~difficult atto ~~cost~~list on a major exchange because we have conducted a reverse merger. On November 9, 2011, the Securities ~~consisted~~and Exchange Commission approved rules of the ~~following~~three asmajor ofU.S. ~~December 31~~listing markets that toughen the standards that companies going public through a reverse merger must meet to become listed on those exchanges. Under the new rules, Nasdaq, NYSE and NYSE Amex will impose more stringent listing requirements for companies that become public through a reverse merger. Specifically, the rules prohibit a reverse merger company from applying to list on either the Nasdaq, NYSE or NYSE Amex until:

	December 31, 2014			December 31, 2013
Machinery and equipment	$	477,104		$	477,104
Office equipment		881,100			879,450
Leasehold improvements		641,599			594,199
Subtotal		1,999,803			1,950,753
Accumulated depreciation		(1,251,365	)		(947,207	)
Property and equipment, net	$	748,438		$	1,003,546

1) the company has completed a one-year “seasoning period” by trading in the U.S. over the counter market or on another regulated U.S. or foreign exchange following the reverse merger, and filed all required reports with the Commission, including audited financial statements; and

~~Depreciation~~2) the ~~expense~~company ~~was~~maintains ~~$304~~the requisite minimum share price for a sustained period,~~158~~ and ~~$257,272~~ for at least 30 of the ~~years~~60 ~~ended~~trading ~~December 31~~days, ~~2014~~immediately prior to its listing application and ~~2013,~~the ~~respectively~~exchange’s decision to list.

~~NOTE~~It is 5possible -for ~~INTANGIBLE~~a ~~ASSETS~~reverse merger company to be exempt from these special requirements, but only if a listing is in connection with a substantial, firm commitment underwritten public offering, which we do not qualify for

~~The Company's capitalized costs in relation~~Our tostock ~~developing~~price ~~and~~may ~~acquiring~~be ~~intangible assets, consisted of the following as of December 31:~~volatile.

	December 31, 2014			December 31, 2013
Patents and trademarks	$	8,143,282		$	7,311,156
Data compression		623,628			623,628
Website		2,572,607			2,503,308
Invicta immersive property		2,392,505			2,392,505
GiftSender		2,599,694			2,542,800
Think Media		400,000			400,000
Biznexion		216,400			216,400
Digital Magazine		2,028,000			2,028,000
Monkeybars		2,250,000			-
Goodwill		972,000			972,000
Subtotal, intangible assets		22,198,116			18,989,797
Accumulated amortization		(13,722,218	)		(4,838,357	)
Intangible assets, net	$	8,475,898		$	14,151,440

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

~~F-10~~● Halting of trading by the SEC or FINRA. ● Announcements by us regarding liquidity, legal proceedings, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments, loan, note payable and agreement defaults, loss of our subsidiaries and impairment of assets, ● Issuance of convertible or equity securities for general or merger and acquisition purposes, ● Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes, ● Sale of a significant number of shares of our common stock by shareholders, ● General market and economic conditions,

● Quarterly variations in our operating results, ● Investor relation activities, ● Announcements of technological innovations, ● New product introductions by us or our competitors, ● Competitive activities, and ● Additions toor ~~Intangible~~departures ~~Assets~~of key personnel.

~~Additions~~● tochanges ~~the~~in ~~intangible~~our ~~assets~~industry; ~~primarily relate~~● tocompetitive ~~the~~pricing ~~Company’s~~pressures; ~~development~~● ofour ~~patents~~ability ~~and~~to ~~trademarks,~~obtain ,working ~~the~~capital ~~Sprocket~~financing; ~~platform,~~● ~~GiftSender,~~additions ~~Monkeybars,~~or ~~MOFF,~~departures ~~and studio~~of ~~projects.~~key ~~The~~personnel; ~~Company~~● ~~has~~limited ~~incurred~~“public ~~heavy~~float” ~~costs~~in ~~for~~the ~~intangible~~hands ~~assets~~of ina ~~the~~small ~~past~~number ~~and~~of ~~does~~persons ~~not~~whose ~~expect~~sales toor ~~see~~lack ~~intangible~~of ~~costs level~~sales ~~out~~could result in positive or ~~drop~~negative inpricing pressure on the ~~future~~market asprice ~~the~~for ~~Company~~our ~~continues~~common tostock; ~~invest~~● ~~and~~sales ~~develop~~of ~~its~~our ~~intellectual~~common ~~property.~~stock; ~~The~~● ~~Company~~our ~~analyzes these~~ability ~~assets~~to ~~typically~~execute onour anbusiness ~~annual~~plan; ~~basis,~~● ~~during~~operating ~~the~~results ~~fourth~~that ~~quarter,~~fall ~~and~~below ~~when~~expectations; ~~there~~● ~~are~~loss ~~other~~of ~~indicating~~any ~~factors,~~strategic ~~see~~relationship; ~~below~~● ~~for discuss~~regulatory ~~regarding~~developments; ~~impairments~~● ~~recorded.~~economic ~~Amortization~~and ~~expense~~other isexternal ~~recorded~~factors; ~~using~~and ~~the~~● ~~straight~~period-~~line~~to-period ~~method~~fluctuations ~~over~~in ~~fifteen~~our ~~years~~financial results.

On April 23, 2014, the Company entered into an asset purchase agreement (the “Monkeybars Agreement”) with Monkeybars Inc. (“Monkeybars”) whereby the Company acquired all of the assets of Monkeybars. In exchange, the Company issued to Monkeybars 1,092,233 shares of restricted common stock, which has an aggregate value of $2,250,000, based upon a market price per share of $2.06 on the date the parties entered into the Monkeybars Agreement. Monkeybars has a music platform that combines a cloud content storage, a sharing application, and social networking search technology. The Company accounted for the transaction as an asset acquisition as Monkeybars' products acquired had yet to generate any revenues and did not constitute a business. The Company is currently evaluating the estimated life of the assets acquired but has recorded amortization expense from the date of acquisition using a fifteen year period.30

OnIn addition, ~~July~~the ~~12,~~securities ~~2013,~~markets ~~the~~have ~~Company~~from ~~acquired intangible~~time ~~assets,~~to ~~including~~time ~~the~~experienced ~~Social~~significant ~~Mashup~~price and ~~IPTV,~~volume ~~from~~fluctuations ~~Think~~that ~~Design~~are ~~Media~~unrelated to ~~Inc.,~~the aoperating ~~California~~performance ~~corporation,~~of ~~for~~particular ~~683,371~~companies. ~~shares of~~These ~~common~~market ~~stock~~fluctuations ~~for~~may aalso ~~total~~materially ~~purchase~~and adversely affect the market price of ~~$2,391,800~~our common stock.

~~Additionally on July 12, 2013, the Company~~Some ~~acquired~~of ~~intangible~~our ~~assets,~~convertible ~~including~~debt ~~Gift~~may ~~Sender,~~require ~~from~~adjustment ~~Think Mobile, Inc., d/b/a GiftSender, a Delaware corporation, for 683,371 shares of common stock and $151,000~~ in ~~cash~~the ~~for~~conversion ~~a total purchase~~ price ~~of $2,542,800~~.

~~Also~~Our convertible onnote ~~July~~holders ~~12,~~may ~~2013,~~require an adjustment in the ~~Company~~conversion ~~acquired intangible~~price ~~assets,~~if ~~including~~we ~~ZoneBox,~~issue ~~from~~common ~~Biznexion~~stock, ~~Inc.,~~warrants aor ~~Delaware~~equity ~~corporation,~~below the ~~for~~price ~~61,829~~that ~~shares~~is ofreflected ~~common~~in ~~stock~~the ~~for~~convertible anotes ~~total purchase~~payable. Any adjustment in the conversion price also could affect the market price of ~~$216,400~~the common stock.

OnWe may ~~September~~issue ~~30,~~preferred ~~2013,~~stock ~~the~~that ~~Company~~could ~~acquired intangible~~have ~~assets~~rights ofthat ~~Acosta~~are ~~Investments~~preferential ~~relating~~ to the ~~digital~~rights ~~magazine a California Limited Liability Corporation, for 114,286 shares~~ of common stock ~~for~~that acould ~~total~~discourage ~~purchase price of $400,000. The shares were valued at $1,250,000 on the date of the agreement.~~potentially Asbeneficially ~~such~~transactions ~~the digital magazine asset was booked at $400,000 and a loss on the purchase of the digital magazine was recorded for $850,000. The digital magazine application (“Magazine”) is designed~~ to ~~give~~our ~~users~~common ~~a new interactive magazine viewing experience using videos and interactive advertising related to various products within the article~~shareholders. ~~The platform has the ability to create a magazine from scratch by uploading text for articles, images, video and audio files.~~

InAn issuance ~~2013,~~of ~~Ubiquity~~additional ~~acquired~~shares ~~TaC~~of ~~Friends and~~preferred ~~associated~~stock IPcould ~~for~~result ~~57,143~~in ~~shares~~a class of ~~common~~outstanding ~~stock~~securities ~~valued~~that atwould ~~$200,000.~~have ~~TaC~~preferences with ~~Friends~~respect ~~promotes~~to ~~the~~voting ~~use~~rights ofand ~~SMS~~dividends and ~~MMF~~in ~~messaging so~~liquidation ~~people~~over ~~interested~~our incommon ~~social~~stock ~~networking~~and docould, ~~not~~upon conversion or otherwise, have toall ~~sit~~of inthe ~~front~~rights of aour ~~web~~common ~~site~~stock. Our ~~Ubiquity~~Board ~~anticipates~~of ~~that~~Directors' ~~the~~authority ~~integration of~~to ~~TaC~~issue ~~friends~~preferred ~~into~~stock ~~its~~could ~~Sprocket~~discourage potential ~~will~~takeover ~~enable~~attempts ~~users~~or tocould ~~enjoy~~delay or prevent a ~~mobile~~change ~~lifestyle~~in ~~and~~control ~~the~~through ~~need~~merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to ~~always~~achieve. The beissuance inof ~~touch~~preferred ~~and~~stock ~~using~~could impair the voting, ~~platform~~dividend and liquidation rights of common stockholders without their approval.

~~Amortization~~We may ~~expense~~not ~~for~~pay ~~all~~dividends ~~intangible assets~~in ~~was~~the ~~$1,697,928~~future. ~~and~~Any ~~$1,024,659~~return ~~for~~on ~~the~~investment ~~years~~may ~~ended~~be ~~December~~limited ~~31,~~to ~~2014~~the ~~and~~value ~~2013,~~of ~~respectively~~our common stock.

~~Impairment~~We do not anticipate paying cash dividends in the foreseeable future. The payment of ~~Intangible~~dividends ~~Assets~~on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

~~At December 31, 2014, as part of their~~Our ~~annual~~common ~~assessment,~~stock ~~the~~was ~~Company~~quoted ~~estimated the expected life~~ on ~~intangibles should be revised from fifteen to five years,~~ the ~~estimated remaining~~OTCQB ~~life~~and ofOTCBB ~~Sprocket. Although, the Company has various projects in development, the focus in 2014 has been on finalizing~~ and ~~bringing~~may ~~to market Sprocket. In addition, the majority of the Company's products are currently or are planned to~~ be integrated with Sprocket. Thus, the Company has determined that Sprocket represents the primary asset as it represents the most significant component asset from which the asset group derives its cash-flow-generating capacity. Thus, it is reasonable that all intangible assets within the Sprocket Asset Group their lives be revised to five years. In connection, with the change in ~~estimated life~~ the ~~Company~~ ~~recorded~~future anif ~~impairment of $6.1 million during~~ the ~~year ended December 31, 2014. In addition, at December 31, 2014, the~~ Company ~~reviewed~~can ~~whether~~uplist or not there were any indicating factors that the carry value of the Company's intangible assets had been impaired. There were various factors in which indicated that impairment was necessary, including the lack of revenues generated from the intangibles. However, as part of this analysis, the Company reviewed the status of each project, including those considered to ~~be within~~ the ~~Sprocket~~OTCQB ~~Asset Group, in which the intangible assets related to~~ and ~~the future estimated cash flows from those projects. In determining future estimated cash flows~~OTCBB, ~~the Company used the best current information available to them~~ which ~~consisted~~ ~~primarily~~may ofhave ~~license contracts currently being negotiate, estimated costs to maintain, etc. Based upon the Company's analysis, it was determined that~~ an ~~impairment~~unfavorable ofimpact $7,185,933 would be recorded. A significant factor leading some of the intangibles to impairment was the lack of capital and physical resource to turn all of the Company's technology into viable cash flow generating products. Currently, the Company is focusing its attention on ~~technologies~~our ~~and~~stock ~~functionality~~price ~~related to the Sprocket platform~~ and ~~other items, such as GiftSender, Monkeybars, MOFF, in which are expected to either be integrated with Sprocket or have a direct benefit from~~liquidity.

FOur common stock was quoted on the OTCQB and OTCBB, and may be uplisted in the future, which is a significantly more limited trading market than the New York Stock Exchange or The NASDAQ Stock Market. The quotation of the Company’s shares on the OTCQB and OTCBB may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-11term adverse impact on our ability to raise capital in the future.

~~NOTE~~There is 6limited -liquidity ~~ACCRUED~~on ~~EXPENSES~~the OTCQB and OTCBB which may result in stock price volatility and inaccurate quote information.

~~Accrued~~When fewer ~~expenses~~shares ~~consisted~~ of a security are being traded on the ~~following~~OTCQB and OTCBB, volatility of prices may increase and price movement may outpace asthe ability to deliver accurate quote information. Due to lower trading volumes in shares of ~~December 31~~our common stock, ~~2014~~there may be a lower likelihood of one’s orders for shares of our common stock being executed, and ~~2013:~~current prices may differ significantly from the price one was quoted at the time of one’s order entry.

	December 31, 2014		December 31, 2013
Salaries and wages	$	709,703	$	1,453,884
Payroll and other taxes		1,145,125		984,831
Other		54,525		11,886
Total current accrued expenses		1,909,353		2,450,601
Salaries and wages, long-term		1,000,000		-
Total accrued expenses	$	2,909,353	$	2,450,601

The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.

~~Subsequent~~Any sale toof ~~year-end,~~common ~~the~~stock ~~Company's~~by ~~Chief~~us ~~Executive~~in ~~Officer~~a ~~forgave~~future ~~accrued~~private ~~salary~~placement ~~and~~offering ~~bonuses~~could ofresult ~~$1 million~~in ~~dollars~~dilution into ~~exchange~~the ~~for~~existing ~~options~~stockholders toas ~~purchase~~a ~~2,561,856~~direct result of our issuance of additional shares of ~~common~~our capital stock. ~~with~~In anaddition, ~~exercise~~our ~~price~~business ofstrategy ~~$0.485~~may ~~per~~include ~~share.~~expansion through ~~The~~internal ~~options~~growth, ~~vest~~by ~~immediately~~acquiring ~~and~~subscribers ~~have~~email alists, ~~five~~or ~~year~~by ~~life~~establishing strategic relationships with targeted customers and vendor. AsIn aorder ~~result~~to do so, or to finance the ~~amount~~cost of ~~the~~our ~~accrued~~other ~~salaries~~activities, ~~subsequently~~we ~~exchanged for~~may issue additional equity ~~has~~securities ~~been~~that ~~reflected~~could dilute asour ~~long-term~~stockholders’ asstock ofownership. ~~December~~We ~~31,~~may ~~2014~~also inassume ~~the~~additional ~~accompanying~~debt ~~financial~~and ~~statements.~~incur ~~The~~impairment ~~Company~~losses isrelated ~~currently~~to goodwill ~~determining~~and ~~the~~other tangible assets if we acquire another company and this could negatively impact onour ~~their~~earnings ~~financial~~and ~~statements~~results of operations.

~~NOTE 7 - CONVERTIBLE NOTES PAYABLE~~31

~~On November 17, 2014, Ubiquity, Inc. (the~~Future ~~“Company”)~~sales ~~closed~~of aour ~~financing~~common ~~transaction~~stock byin ~~entering into a Purchase Agreement dated November 12, 2014 (~~the ~~“Purchase Agreement”)~~public ~~with~~market ~~Worldwide,~~could ~~Inc.~~lower (the ~~“Purchaser”)~~price ~~for~~of anour ~~aggregate~~common ~~principal~~stock ~~amount~~and ofimpair ~~$204,000~~our ~~(the~~ability ~~“Purchase Price”). Pursuant~~ to ~~the~~raise ~~Purchase~~funds in ~~Agreement,~~future ~~the~~securities ~~Company issued an 8% Convertible Promissory Note (the “Note”)~~offerings.

~~The Note earns an interest rate per annum~~Future ~~equal~~sales toof ~~8% and has~~ a ~~maturity~~substantial ~~date~~number of ~~August~~shares ~~14, 2015 (the “Maturity Date”). The Note is convertible any time during the period beginning on the date which is one hundred eighty (180) days following the date~~ of ~~the~~our ~~issuance~~common onstock this Note and ending on the later of (i) the Maturity Date and (ii) the date of payment of the Default Amount at a conversion price equal to 50% discount to the average of the lowest three (3) trading prices for the Common Stock during the twenty (20) Trading Day period immediately prior the conversion date. The Note Conversion Price is subject to adjustment in the ~~case~~public ~~of stock splits~~market, ~~stock~~or ~~dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below~~ the ~~conversion~~perception ~~price~~that ofsuch ~~the~~sales ~~Note. Since the~~may ~~conversion feature is only convertible after six months~~occur, ~~there is no derivative liability as of December 31, 2014. However,~~ ~~the~~could ~~Company~~adversely ~~will~~affect ~~account for~~ the ~~derivative~~then ~~liability~~prevailing ~~upon~~market ~~the~~price ~~passage~~ of ~~time~~our ~~and~~common ~~the~~stock ~~note~~and ~~becoming~~could ~~convertible~~make ~~if not extinguished, as defined above. Derivative accounting applies upon the conversion feature being available to the holder, as~~ it ismore ~~variable~~difficult ~~and does~~for ~~not~~us ~~have a floor as~~ to ~~the~~raise ~~number of common shares~~ funds in ~~which could be converted. Thus, if~~ the ~~note~~future isthrough ~~not~~a ~~repaid~~public ~~prior~~offering ~~to the note being convertible significant pressure maybe put on the Company's stock price and additional dilution~~ of ~~current~~our ~~shareholders may take place~~securities.

InOur common ~~the~~stock ~~event~~is ofthinly ~~default~~traded, ~~(“Event of~~so ~~Default”)~~you ~~the~~may ~~Purchaser~~be ~~has~~unable ~~the right~~ to ~~require~~sell ~~the~~at ~~Company~~or tonear ~~repay~~asking inprices ~~cash all~~ or ~~a portion of the Note~~ at ~~a price equal to 150% of the aggregate principal amount of the Note plus~~ all ~~accrued~~if ~~and~~you ~~unpaid~~need ~~interest~~to onsell ~~the~~your ~~principal amount of this Note. In addition, in the event of a merger, consolidation, exchange of~~ shares~~, recapitalization, reorganization or other similar~~ ~~event, (“Major Event”) the Purchaser has the option~~ to ~~treat~~raise ~~the~~money ~~event as an Event of Default~~ or ~~may~~otherwise ~~immediately~~desire ~~convert the remaining balance on the Note and shall be entitled~~ to ~~receive~~liquidate asyour ~~many~~ shares ~~as the Purchaser would have been entitled to immediately prior to the Major Event~~.

~~See~~Currently, the ~~Note~~Company’s 13common stock is quoted in the OTCQB and OTCBB and future trading volume may be limited by the fact that many major institutional investment funds, ~~for~~including ~~additional~~mutual ~~convertible~~funds, as well as individual investors follow a policy of not investing ~~notes~~in ~~issued~~OTCQB ~~subsequent~~and OTCBB stocks and certain major brokerage firms restrict their brokers from recommending OTCQB OTCBB stocks because they are considered speculative, volatile and thinly traded. The OTC market is an inter-dealer market much less regulated than the major exchanges and our common stock is subject to ~~year~~abuses, ~~end~~volatility and shorting. Thus, there is currently no broadly followed and established trading market for the Company’s common stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there.

~~F-12~~The trading volume of our common stock has been and may continue to be limited and sporadic. As a result of such trading activity, the quoted price for the Company’s common stock on the OTCQB and OTCBB may not necessarily be a reliable indicator of its fair market value. Further, if we cease to be quoted, holders would find it more difficult to dispose of our common stock or to obtain accurate quotations as to the market value of the Company’s common stock and as a result, the market value of our common stock likely would decline.

~~NOTE~~Our common 8stock -is ~~RELATED~~subject ~~PARTY~~to ~~TRANSACTIONS~~price volatility unrelated to our operations.

~~Compensation~~The market ~~Related~~price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets, world events or other developments affecting the Company’s competitors or the Company itself. In addition, the OTCQB and OTCBB is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

~~The following is a summary of compensation paid and amounts payable to Christopher Carmichael and Connie Jordan for the year ended December 31, 2014:~~32

	Christopher Carmichael			Connie Jordan
Accrual - December 31, 2013	$	1,053,398		$	181,241
Annual Salary		539,400			264,400
Annual Director Fees		-			-
Bonus - Capital Raises		403,010			120,943
Other		5,344			5,957
Subtotal		2,001,152			572,541
Payments		(726,300	)		(524,083	)
Accrual - December 31, 2014	$	1,274,852		$	48,458

To date, we have engaged in related party transactions.

~~Annual~~We have ~~Salary~~engaged in related party transactions which were approved by a board with limited independent members. While the board believed the terms and conditions of such transactions was fair and in the best interests of our Company, there can be no assurance that the transactions were on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances. See “Related Party Transactions.”

~~On December 20, 2013, effective January~~We 1,have ~~2014,~~limited ~~the~~human ~~Board~~resources; ofwe ~~Directors~~need ~~approved~~ to ~~increase~~attract ~~Christopher~~and ~~Carmichael,~~retain ~~the~~highly ~~Company's~~skilled ~~CEO,~~personnel; ~~annual~~and ~~salary~~we ~~from~~may ~~$420,000~~be unable to ~~$525,000.~~ ~~Additionally,~~manage ~~the~~our ~~CEO~~growth with ~~receives~~our alimited ~~medical~~resources ~~allowance of $1,200 per month~~effectively. ~~In addition, the CEO receives an annual grant of 300,000 options.~~

The expansion ~~Company’s~~of ~~CFO~~our ~~receives~~business anwill ~~annual~~place a significant strain on our limited managerial, operational, and financial resources. We ~~salary~~have been and will continue to be required to expand our operational and financial systems significantly and to expand, train and manage our work force in order to expand our operations. Our future success will depend in large part on our ability to attract, train, and retain additional highly skilled executive level management with experience in our industry. Competition is intense for these types of ~~$225~~personnel from more established organizations,~~000~~ many of which have significantly larger operations and angreater financial, ~~annual~~marketing, ~~option~~human, ~~grant~~and other resources than we have. We may not be successful in attracting and retaining qualified personnel on a timely basis, on competitive terms or at all. To date we have had to limit the engagement of 75critical management and other key personnel due in part to limited financial resources. If we are not successful in attracting and retaining these personnel,~~000~~ ~~shares~~our business, prospects, financial condition and operating results would be materially adversely affected. Further, our ability to manage our growth effectively will require us to continue to improve our operational, financial and management controls, reporting systems and procedures, to install new management information and control systems and to train, motivate and manage employees. If we are unable to manage growth effectively and new employees are unable to achieve adequate performance levels, our business, prospects, financial condition and operating results will be materially adversely affected.

~~The Company's Senior Executive Vice President,~~Item ~~Connie Jordan, received an annual salary of $250,000 during the years ended December 31, 2014 and 2013~~1B. ~~Additionally,~~Unresolved ~~the~~Staff ~~Senior Executive Vice President receives a medical allowance of $1,200 per month and an annual option grant of 200,000~~Comments.

NoThere were ~~Company~~comments ~~Officer~~that orwe ~~Director~~responded ~~have~~to ~~sold~~on ~~any~~December ~~shares~~22, in2016, ~~the~~and ~~UBIQ~~to ~~since~~date ~~going~~the ~~public~~SEC inhas ~~2013~~made no further comments.

~~Bonus~~Item 2. ~~- Capital Raises~~Properties.

The Company's ~~CEO~~is ~~and~~located ~~Senior~~at ~~Executive Vice~~9801 ~~President~~Research ~~receive percentages of 5% and 1.5% for all monies obtained through capital raises~~Drive, ~~respectively. During the years ended December 31~~Irvine, ~~2014 and 2013, the CEO earned bonuses from capital raises of $403,010 and $230,563, respectively~~CA. During the years ended December 31, 2014 and 2013, the Senior Executive Vice President earned bonuses from capital raises of $120,943 and $39,168, respectively. The Company accounts for the bonuses as offsets to the proceeds raised due to the individuals involvement in obtaining the investments.

~~Accrued~~On October ~~Amounts~~7, ~~Payable~~2010, toUbiquity ~~CEO~~entered into a 5 year lease for a new building in the city of Irvine, CA. In July 2014, the Company revised their lease agreement for additional square footage. Under the terms of the revised lease agreement, commencing on September 1, 2014, the minimum monthly rent will be $40,953. In addition, the revised lease agreement includes annual rent increases through expiration of January 20, 2020 and ~~Senior~~other incentives. The Company must provide a $150,000 letter of credit to its landlord on ~~Executive~~or ~~Vice~~about ~~President~~June 30, 2017 or it maybe at risk to default on the lease.

~~As of December 31, 2014 and 2013, amounts~~Item ~~payable to the CEO related to the items discussed above were $1,274,852 and $1,053,398, respectively~~3. ~~See~~Legal ~~Note 6 for discussion related to $1,000,000 of salary and bonus payable to the CEO exchanged for options to purchase shares of the Company's common stock~~Proceedings. ~~As of December 31, 2014 and 2013, amounts payable to the Senior Executive Vice President related to the items discussed above were $48,458 and $181,241, respectively.~~

~~Board~~Think Design ofMedia, ~~Director~~Inc. ~~Fees~~and Related Entities

~~Effective~~As previously ~~July~~disclosed 1,in ~~2014,~~ the Company’s ~~revised its~~Quarterly ~~policy~~Report for ~~providing~~September ~~compensation to members of the board of directors. Each independent board member receives an annual fee off $25~~30,~~000~~ ~~payable~~2015 ~~annually~~on ~~and~~February ~~additional compensation annually ranging from $5~~26,~~000~~ ~~- $10~~2015,~~000~~ ~~depending on~~ the ~~board members~~Company, ~~participation~~Think inMobile, ~~the Company's various committees~~Inc. ~~In addition~~, ~~effective~~Think ~~July~~Design 1Media, ~~2014,~~Inc. ~~the~~and ~~Company~~all ~~officers~~other ~~who~~parties ~~also~~to ~~reside on~~ the ~~board~~lawsuits ofsubmitted ~~directors~~to dothe ~~not~~Superior ~~receive~~Court ~~compensation. As~~ of ~~December 31~~California, County ~~2013,~~ of ~~the~~Orange ~~board~~a ofrequest ~~director~~for ~~fees~~dismissal ~~accrued,~~of ~~$25,000~~all ~~was due~~actions tobetween the ~~CEO~~parties, ~~and~~after ~~$25,000~~executing ~~and~~a ~~$25,000~~Confidential ~~was~~Settlement ~~due~~Agreement and toRelease (the ~~Senior~~“Agreement”). ~~Executive~~As ~~Vice~~part ~~President.~~of ~~During~~ the ~~years ended December 31~~Agreement, ~~2014 and 2013,~~ the ~~Company~~lawsuits ~~accrued~~were ~~$32,500~~settled and ~~$75,000~~the inCompany ~~such~~obtained ~~compensation~~a ~~which~~full release isfrom ~~included~~all ~~within~~defendants ~~accrued~~to ~~expenses~~such ~~on the accompanying balance sheet~~lawsuits.

~~Options and Common Stock Issued to Related Parties~~Other

~~See Note 9 for discussion of options and~~Ubiquity ~~common stock granted to management and the board of directors during the years ended December 31, 2014 and 2013~~v. Castro:

~~F-13~~On or about July 2014, Ubiquity filed a demand for arbitration with Judicial Arbitration and Mediation Services (‘JAMS’) against Lawrence E. Castro (“Castro”) for breach of the settlement agreement dated August 19, 2013, which was executed to settle and resolve a dispute between Ubiquity and Castro regarding a prior “Work for Hire” relationship between the parties (the “Castro Settlement”). Under the Castro Settlement, the Company paid Castro monetary compensation in exchange for providing certain agreements and assurances designed to protect certain intellectual property, business plans, road maps, vendors, investor relationships, employee relationships, contractors and work in progress. The arbitration complaint filed by Ubiquity alleges that Castro breached the Castro Settlement and is seeking damages in the amount of $176,763, plus interest, representing the stated damages in the settlement agreement of what Ubiquity has paid to Castro. Ubiquity also seeked injunctive relief, actual losses incurred by Castro’s breach, and damages for unjust enrichment, including expenses and other sundry damages.

~~Loans~~Ubiquity ~~Payable~~was -awarded ~~Related~~a ~~Parties~~final amended award on January 6, 2017 for attorney’s fees of $32,919 and costs of $10,219 along with the original award for damages of $176,763. Interest is awarded as allowed on unpaid balances until paid in full. Total award less interest is $219,901.

The Carmichael Family has personally guaranteed two Company credit cards and has allowed the Company use of their personal credit cards as needed. Total lines of credit personally guaranteed by the Carmichael family are up to $800,000 per month.33

~~The Company had certain notes payable~~Kay ~~outstanding~~Strategies ~~to related parties as of December 31, 2014 and 2013~~v. During the years ended December 31, 2014 and 2013, the Company borrowed $225,000 and $7,000 from Chris Carmichael for which payment were made of $232,000 and $0, respectively. As of December 31, 2014 and 2013, Christopher Carmichael was owed $0 and $7,000, respectively. The amounts were unsecured, incurred interest at 8% per annum and due on demand. During the year ended December 31, 2014, the Company recorded accrued interest of $18,418 as contributed capital as the interest on the notes payable was forgiven. The proceeds were used for operations.Ubiquity:

~~Albert~~Kay Strategies ~~Carmichael,~~filed a ~~family~~complaint ~~member~~against the Company and its officers and directors for various violations of federal and state securities law, in the District Court for the Southern District of California. The Company's ~~CEO,~~and ~~was~~its ~~owed~~officers ~~$10,000~~and directors thereafter moved to dismiss the complaint under FRCP 12(b)(5) and $012(b)(6). asKay ofStrategies ~~December~~chose 31instead to amend voluntarily. Kay Strategies then filed a First Amended Complaint, ~~2014~~alleging the same federal and ~~2013~~state securities violations. The amended pleading essentially alleges that Kay Strategies purchased restricted Ubiquity stock from a third party. Kay Strategies’ personal representatives allegedly advised it that they were orally informed by Ubiquity’s outside securities’ attorney that it would lift the stock restrictions by a certain date, ~~respectively~~which did not occur, allegedly causing Kay Strategies damages. Kay Strategies contends that it would not have purchased the Ubiquity stock from the third party had it not had this assurance. The ~~amounts~~Company ~~are~~denies ~~unsecured~~that it ever made such a guarantee or represented same to Kay Strategies’ representative. Ubiquity also contends that if outside counsel made any statements [which the Company denies happening], ~~non-interest~~counsel was never authorized to do so. Prior to the stock purchase, ~~bearing~~no authorized director, officer or agent of the Company met with or discussed with anyone at Kay Strategies its prospective purchase of the Company’s stock from any third party. Ubiquity recently filed another FRCP 12(b)(6) motion challenging the efficacy of these allegations. The district court dismissed Kay Strategies’ first and ~~due~~second Amended Complaint without prejudice. On July 15, 2016, the court issued an order denying the Motion to Dismiss Claims against the Defendants, and directed Defendants to answer on ~~demand~~or before August 15, 2016. ~~The~~On ~~proceeds~~August ~~were~~12, ~~used~~2016, ~~for~~Defendants ~~operations~~filed their Answer to the Amended Complaint.

AnOn November ~~employee~~18, of2016, ~~the~~an ~~Company~~Early ~~was~~Neutral ~~owed~~Evaluation ~~$10,000~~ Conference and $0Case asManagement ofConference ~~December~~were ~~31,~~held ~~2014~~before ~~and~~Magistrate ~~2013,~~Judge ~~respectively~~Louisa S. Porter. The ~~amounts~~case ~~are~~did ~~unsecured,~~not ~~non-interest~~settle. ~~bearing~~A ~~and~~scheduling ~~due~~order issued thereafter on ~~demand~~November 21, 2016. ~~The proceeds~~A ~~were~~Mandatory ~~used~~Settlement Conference is scheduled for ~~operations~~October 2, 2017 at 10:00 a.m.

InKay Strategies ~~February~~is ~~2014,~~seeking ~~the Company received a~~ $501,~~000~~667,893 ~~loan~~in ~~from~~compensatory adamages ~~shareholder. The proceeds from the loan were used for operations~~ and ~~were~~also ~~expected~~undisclosed topunitive bedamages ~~paid back on demand. No formal terms were ever entered into in connection with the loan. During the year ended December 31, 2014, the Company repaid the $50,000 loan~~ and another ~~additional~~court ~~$5,000~~related ~~which was accounted for as interest expense~~costs.

~~Licensing~~Typenex v. ~~and Revenues~~Ubiquity:

On August 3014, ~~2010~~2015, ~~Ubiquity~~the ~~entered~~Company ~~into three~~was ~~separate~~served ~~Patent~~with ~~Licensing~~a ~~Agreements~~demand ~~with~~for ~~Sponsor~~arbitration Meby ~~Inc.~~Typenex Co-Investment, LLC (~~"SME"~~“Typenex”). Typenex ~~for~~was the ~~License~~holder of one of the ~~“Immersive~~many ~~Advertising Patent”~~convertible innotes issued by the ~~amount~~Company. ofTypenex ~~$250~~was claiming,~~000,~~ ~~another~~among ~~agreement~~other ~~for~~things, that the ~~license~~Company is in breach of the ~~“Lifestyle~~convertible ~~Portal”~~note ~~Patent~~issued in its favor (the “Note”), and that it is entitled ~~amount~~to ofan ~~$250~~injunction against the Company enjoining it from,~~000~~ among other things, up to and ~~also~~until the Note is paid in full (i) issuing any other convertible debt with a ~~Lifestyle~~variable ~~Portal~~interest ~~Web~~rate; ~~and~~(ii) ~~Mobile~~paying ~~Development~~any ~~reimbursement~~cash ~~agreement~~to ~~for~~the holders of any other convertible notes issued by the ~~production~~Company; and, (iii) issuing any additional shares of stock to the ~~SME~~holders of any other variable interest rate convertible ~~web~~notes ~~and~~issued ~~mobile~~by ~~site~~the Company. The ~~balance~~arbitrator ~~due~~issued onan ~~these~~interim ~~agreements~~injunction ~~was~~for ~~$190,915~~the ~~and~~equitable ~~$190~~relief described above. Arbitration finally took place on March 22,~~915~~ ~~for~~2016, and the ~~years~~arbitrator ~~ended~~tentatively ~~December~~awarded 31Typenex damages, ~~2014~~attorney fees and ~~2013~~costs of $767,960.42, ~~respectively~~less $150,000, ~~and~~for ~~included~~a ~~with~~total ~~long~~award ~~term~~of ~~receivable~~$617,960.42. -In ~~related~~addition, ~~parties~~the onarbitrator awarded Typenex costs. Finally, the ~~accompanying~~arbitrator ~~balance~~kept in ~~sheets~~place the prior interim restraining orders. ~~The~~Though ~~Companies~~Chris ~~are~~Carmichael ~~considered related~~also ~~due~~was named a defendant, he was dismissed by Typenex prior to ~~common~~the ~~shareholders~~arbitration ~~including~~hearing. ~~officers~~On April 19, 2016, Typenex filed a petition in the Third Judicial District Court in and ~~directors~~for Salt ofLake County, Utah to confirm the ~~Company~~award. ~~Subsequent~~Ubiquity intends to respond and object to the ~~year~~petition. ~~ended~~While ~~December~~the ~~31,~~Company ~~2014,~~admittedly owes the ~~receivable~~principal ~~was~~on ~~relieved~~the asNote, ~~part~~the ofCompany believes the ~~acquisition~~arbitrator oferred ~~SME,~~in ~~see~~awarding ~~Note~~any 13damages ~~for~~or ~~additional~~interest ~~information~~thereon. ~~Due~~Error is further ascribed to ~~this~~the arbitrator’s continuance of injunctive relief,. ~~the~~The Company and Typenex are currently circulating ~~loan~~settlement ~~receivable~~terms ~~has~~to ~~been~~resolve ~~presented~~this asmatter. aThe ~~long~~Company ~~term~~has ~~asset~~accrued onall amounts due under the ~~accompanying~~convertible ~~financial~~note ~~statements~~agreement.

~~On February 19, 2014, the Company entered~~Avant ~~into~~Garde ~~a Patent Licensing Agreements with SME, for the non-exclusive license of the intellectual products “Internet Protocol Television” in the amount of $250,000~~v. The balance due on this agreement was $100,000 as of December 31, 2014. The Companies are considered related due to common shareholders including officers and directors of the Company. Subsequent to the year ended December 31, 2014, the receivable was relieved as part of the acquisition of SME, see Note 13 for additional information. Due to this relief, the accounts receivable has been presented as a long term asset on the accompanying financial statements.Ubiquity:

~~Loans~~Avant Garde ~~Receivable~~initiated -litigation ~~Related~~against ~~Parties~~the Company, for the recovery of the Company’s lease of its office space in Irvine, California, claiming the Company’s failed to timely pay its September 2015 rent, allegedly one day late, under the applicable lease. When Ubiquity failed inadvertantly to timely answer the unlawful detainer suit, the Company was defaulted. Instead of moving to set aside the default, the Company entered into two forbearance agreements, both of which lapsed. The Company then moved the Orange County Superior Court for an order restoring the lease, which motion was denied. The court thereafter stayed the action pending the outcome of an appeal challenging the denial filed by Ubiquity. On March 14, 2016, Ubiquity paid an additional $150,000 for an increased security deposit until the appeal is finalized. The Court of Appeals issued its decision affirming the trial court’s order denying Ubiquity’s Petition for relief from judgment declaring the release forfeited. The Opinion was issued on February 17, 2017 and made final April 21, 2017. On May 17, 2017 Avant Garde entered into a settlement agreement with the Company reinstating the lease with the original terms and conditions of the lease. The lease will be up for renewal January 2020. The Company must provide a $150,000 letter of credit to its landlord by June 30, 2017 or it risks default on the lease.

As of December 31, 2014 and 2013, amounts due from a company controlled by an officer, owed the Company $1,279,681 and $437,812, respectively. The amount is unsecured, does not incur interest and is due on demand. The increase in the loan during the year ended December 31, 2014 related to providing capital to the related entity in which the proceeds were used for further development on Ubiquity licensed patents and products in which the entity has licensed. Subsequent to the year ended December 31, 2014, the receivable was relieved as part of the acquisition of SME, see Note 13 for additional information. Due to this relief, the loan receivable has been presented as a long term asset on the accompanying financial statements.34

~~As of December 31, 2014 and 2013, amounts~~Vista due from an employee, owed the Company $247,461 and $125,920, respectively. The amount is unsecured, does not incur interest and is due on demand. Subsequent to December 31, 2014, the employee has repaid $239,921, reducing the balance due to $7,840. The Company expects to collect on the remaining receivable during the year ended December 31, 2015.Capital

~~NOTE~~On March 910, -2016, ~~STOCKHOLDERS~~Vista Capital Investments, LLC (“Vista”) filed suit against the Company for breach of contract, unjust enrichment, declaratory relief, promissory estoppel, fraud, negligent misrepresentation and civil conspiracy in the Superior Court, Central Division, For the County of San Diego, California. The genesis of the suit is Vista’s ~~EQUITY~~allegations that the Company breached two Convertible Notes, one for $100,000 and the other for $50,000, by failing to timely repay these notes, when Vista declared the notes all due and payable after the Company failed to make timely filings with the SEC. The Company denies any wrongdoing, and intends to challenge the complaint by demurrer. The Company currently has a settlement offer being circulated to dismiss all claims. The Company has accrued all amounts due under the convertible note agreement.

~~Reverse Stock Split~~Keener Litigation

On March ~~April~~15, 212016, ~~2014~~Justin Keener (“Keener”) dba JMJ Financial, sued the Company ~~received~~for breach of contract, arising out of ~~approval~~a ~~from~~$300,000 convertible note representing capital infusions by Keener into the ~~Financial~~Company. ~~Industry~~Keener ~~Regulatory~~alleges ~~Authority~~the ~~(“FINRA”)~~Company has failed to timely ~~effectuate~~repay athe ~~reverse~~note, ~~split~~after Keener demanded payment of ~~3.5~~the toentire 1principal (and interest under the note due to the Company’s ~~“Reverse~~default ~~Split”)~~of incertain other provisions of the note, which, ~~each~~as ~~shareholder~~alleged, ~~will~~accelerated bethe ~~issued~~note ~~one~~repayments. ~~(1)~~A ~~share~~Default ofjudgment ~~common~~was ~~stock~~entered against inUbiquity ~~exchange~~on ~~for~~February 39, 2017.5 ~~shares~~ Ubiquity is in the process of ~~their~~setting ~~currently~~aside ~~issued~~the ~~common~~default ~~stock~~judgment so that a reduced settlement can be negotiated between the parties. The ~~stock~~Company ~~split~~ has ~~been~~accrued ~~retroactively~~all ~~applied~~amounts todue ~~this~~under ~~filing~~the convertible note agreement.

~~Preferred~~Firstfire Global ~~Stock~~Opportunities Litigation

~~During~~On March ~~the~~28, ~~year~~2016, ~~ended~~Firstfire ~~December~~Global 31Opportunities Fund LLC (“Firstfire”) filed suit against Ubiquity for breach of a securities purchase agreement, ~~2013~~dated March 17, ~~600~~ 2015,~~000~~ ~~shares~~and ofa ~~Preferred~~$140,250 ~~Stock~~senior ~~were~~convertible ~~converted~~note ~~into~~(issued ~~685~~on March 17,~~714~~ ~~shares~~2015), attorneys’ offees ~~common~~and ~~stock.~~unjust ~~There~~enrichment ~~were~~in nothe ~~shares~~Supreme Court of ~~preferred~~New ~~stock~~York, New York County. Firstfire contends that Ubiquity ~~issued~~breached ~~and~~the ~~outstanding~~note asby offailing ~~December~~to 31timely repay “any amount towards the aggregate sum that Firstfire is owed,” ~~2014~~the ~~and~~total of ~~2013~~which is $304.889.88.

~~F-14~~A Judgment in the total amount of $315,406.24 was issued on August 10, 2016. The Company is currently negotiating the debt and in the process of having the default set aside. The Company has accrued all amounts due under the convertible note agreement and the judgment.

~~Proceeds~~Brett and ~~from~~Mark ~~Sales~~Tomberlin ~~of Common Stock~~Lawsuit

~~During~~On April 8, 2016, a lawsuit was filed in the ~~years~~Orange ~~ended~~County ~~December~~Superior 31Court by Brett and Mark Tomberlin, ~~2014~~seeking damages ~~and~~for ~~2013~~Ubiquity’s failure to timely repay under eight promissory notes totaling $184,450. They also claim that they were misled into believing that the notes would be paid timely. The Company ~~issued~~denies ~~10,501,572~~the allegations. The company and ~~6,210,057~~the ~~shares~~Tomberlin’s settled for the following: (i) Ubiquity sells all rights of ~~common~~Queen ~~stock~~Mary ~~for~~to ~~cash~~Brett ~~proceeds~~Tomberlin; (ii) Ubiquity transfers to Brett Tomberlin Bill of $8Sale and Short Form Bill of Sale of the Project; (iii) if the Project is produced and released,~~060~~ Ubiquity will receive 5% of 100% of Net Proceeds arising from the Picture; (iv) If the Picture is produced and released,~~178~~ IDW Productions will accord Connie Jordan Carmichael and Christopher Carmichael an executive producer credit on the screen in the motion picture; (v) Tomberlin shall pay Ubiquity $7150,~~556,250,~~000 ~~respectively.~~for Ubiquity’s actions; (vi) Tomberlin dismisses lawsuit and forgives the promissory notes; ~~Equity~~(vii) ~~issuance~~Tomberlin ~~costs~~as ~~related~~a topart of the ~~stock~~mutual ~~issuances~~release, releases any claims that may arise as ~~discussed~~a ~~above,~~part ~~were~~of ~~$557~~the termination of his employment from the company (viii) Ubiquity will indemnify Tomberlin of all claims,~~702~~ losses, etc. regarding Ubiquity’s warranties and representations ~~$494,729~~in ~~for~~the Agreement; and (ix) Mutual release of the ~~years~~parties. ~~ended~~The ~~December 31~~case was settled May 27, ~~2014~~2016 and ~~2013~~dismissed May 31, ~~respectively~~2016.

~~Common Stock issued for Services~~35

~~During years ended December 31, 2014 and~~R ~~2013,~~Squared ~~the Company issued 1~~Partners,~~731,965~~ ~~and~~LLC 6,512,914 shares of common stock for services. The Company determined the value of such shares to be $11,139,336 and $10,645,910 for the years ended December 31, 2014 and 2013, respectively, with $312,500 of deferred stock-based compensation at December 31, 2013 (see below). The values were based upon the fair market value of the Company's common stock on the date of performance, which in most cases is the agreement date. Services performed in connection with these issuances relate to assignment to the board of directors, advisory services related to listing on a national exchange, marketing, broadcasting and production related services.Litigation

On April ~~March~~20, 222016, ~~2013~~R Squared Partners, LLC (“R Squared”) filed suit in the ~~Company~~Supreme ~~entered~~Court of New York, County of New York ~~into~~against anUbiquity ~~agreement~~and toits ~~retain~~CEO, aChris ~~new~~Carmichael, ~~co-chairman~~for breach of ~~the~~contract, ~~board.~~breach ~~The~~of ~~agreement~~the ~~granted~~implied 71covenant,~~429~~ ~~shares~~unjust ofenrichment, ~~common~~specific performance, ~~stock~~fraud, ~~valued~~negligent atmisrepresentation, $8and civil conspiracy.~~75 per~~ ~~share~~The ~~for~~complaint ~~services~~essentially toalleges bethat ~~rendered~~Ubiquity ~~over~~entered into a ~~twelve~~purchase ~~month~~and ~~period.~~note Intransaction ~~July~~with ~~2013,~~R Squared whereby R Squared loaned the ~~agreement~~Company ~~was~~$140,250, ~~amended~~which towas ~~grant~~due anon ~~additional~~September 7120,~~429~~ ~~shares~~2015. R Squared alleges that, except for ~~services~~a ~~through~~$20,000 ~~February~~payment, ~~2014.~~the ~~The~~Company ~~value~~has ofnot timely repaid the ~~shares~~principal ~~was~~or ~~being~~interest ~~amortized~~on the ~~over~~note. R Squared also claims that the ~~period~~Company defaulted under other terms of ~~service~~the ~~and~~purchase ~~accounted~~agreement, including Ubiquity’s ~~for~~failure asto ~~deferred~~obtain ~~stock-based~~certain ~~compensation.~~insurance ~~Amortization~~policies, reduction of ~~deferred~~the ~~stock-based~~book ~~compensation~~– ~~during~~value ~~the~~of ~~years~~certain ~~ended~~of ~~December~~its 31assets, impairing its ability ~~2014~~to pay its debts, and ~~2013~~failure ~~was~~to ~~$312~~honor R Squared’s third party participation rights by entering into third party financing agreements,~~500~~ ~~and~~though R Squared alleges that it has lost “not less than” $0500, ~~respectively~~000. AsR ofSquared ~~December~~also ~~31,~~seeks ~~2014~~sundry injunctive relief, ~~all~~restraining ~~deferred~~Ubiquity and Carmichael from entering into future third party agreements and stock~~-based~~ ~~compensation~~issuances. ~~had~~Finally, ~~been~~R ~~fully~~Squared ~~amortized~~seeks undefined fraud damages against Ubiquity and its CEO arising out of Ubiquity’s and Carmichael alleged representations, as manifested in the purchase agreement.

~~During~~On October ~~the year ended December 31~~27, ~~2014~~2016, the ~~Company~~Court ~~granted~~entered ajudgment ~~new~~in ~~member~~favor of ~~the~~R ~~board~~Squared ~~of directors 331~~Partners,~~900~~ ~~shares~~LLC ofand ~~common~~against ~~stock~~Ubiquity Inc. ~~The~~in ~~shares~~the ~~were~~amount ~~valued~~of at $2140,~~369,766~~250 ~~based~~plus ~~upon~~interest ~~the~~at ~~closing~~15% ~~market~~per ~~price~~annum from September 20, 2015 through entry of ~~the~~judgment. ~~Company's~~The ~~common~~Court ~~stock~~also onawarded ~~the~~R ~~date~~Squared ofPartners, ~~performance~~LLC $17,500 ~~which~~in ~~was~~attorneys’ ~~the~~fees, ~~date~~per ~~assigned~~the toterms of the ~~board~~ ofpromissory ~~directors~~note.

~~Options~~In this order, the Court also ordered that the clerk sever and enter judgment dismissing all claims against Christopher Carmichael, finding that Plaintiff had failed to prove that Carmichael acted in any capacity other than as CEO of Ubiquity or that any basis for individual liability exists.

~~On February 1, 2013, the Company granted 71,429 stock options valued at $726,710 with exercise prices of $14.00.~~ The ~~options were valued on the grant dates using the Black-Scholes~~ ~~option-pricing~~Company ~~model~~is ~~with~~currently ~~the~~engaged ~~following~~in ~~assumptions:~~settlement ~~dividend~~discussions yield of 0%, expected volatility of 97%, risk-free interest rates of 0.88% and expected lives of 60 months. The options were fully expensed as of December 31, 2013. All outstanding options as of September 9, 2013 were modified to anexhaust ~~exercise~~this ~~price of $0~~debt. The ~~options~~Company ~~were~~has ~~revalued~~accrued inall ~~accordance~~amounts ~~with~~due ~~ASC 718-20-35. The~~under ~~revaluation resulted in~~ the ~~recording~~convertible ofnote ~~stock-based compensation totaling $24,242,707 recorded during the year ended December 31, 2014~~agreement.

~~During the year ended December 31, 2013,~~North the Company granted 1,921,663 stock options valued at $9,032,624 with exercise prices of $8.19 - $14.00. The options were valued on the grant dates using the Black-Scholes option-pricing model with the following assumptionsMatter: ~~dividend yield of 0%, expected volatility of 97% - 111%, risk-free interest rates of 0.37 - 0.88% and expected lives of 24 - 60 months. The options were fully expensed as of December 31, 2013.~~

On October ~~May 22~~10, 2014, the Company ~~granted~~was ~~51,147 stock~~served ~~options~~with toa ~~its~~complaint ~~CEO~~filed ~~valued~~on atSeptember ~~$417~~13,~~000~~ ~~with~~2014 anby ~~exercise~~a ~~price~~former consultant against the Company, in the Superior Court of $4Arizona, Maricopa County.~~07.~~ The ~~options~~complaint ~~were~~alleges ~~valued~~that on the ~~grant~~consultant ~~date~~was ~~using~~to ~~the~~receive warrants to purchase ~~Black-Scholes~~1,142,857 ~~option-pricing~~shares ~~model~~of ~~with~~common ~~the~~stock ~~following~~as ~~assumptions:~~a ~~dividend~~commencement ~~yield~~fees offor 0%services in which commenced on December 15, ~~expected~~2006. ~~volatility~~On ofOctober ~~172%~~28, ~~risk-free~~2016 ~~interest~~North ~~rates~~was ofawarded 0a $7,700,000 default judgment.~~12%~~ The Company still believes the claim is without merit; and ~~expected~~also ~~life~~still believes the statute of 60limitations ~~months~~has passed. The ~~options~~Company ~~were~~recorded ~~fully~~a ~~vested~~$7.7M ~~and~~loss ~~expensed~~contingency on the books as of December 31, ~~2014~~2015. The Company filed a motion to vacate the default judgment and dismiss the action on March 30, 2017, and is set to be heard July 17, 2017. Although the Company booked a $7,700,000 loss contingency it believes the default judgment will be set aside in the near future.

~~On December 18 and 31, 2014, the Company~~Pillar ~~granted~~Marketing options to purchase 1,873,760 shares of common stock to the Board of Directors and employees, including 550,000 to the CEO and 450,000 to EVP for board of director and employment services; 223,760 to the CEO in connection with guarantees made on Company loans/credit cards; and 650,000 to employees. The options were valued at $1,416,932 on the grant date using the Black-Scholes option-pricing model with the following assumptionsGroup: exercise prices ranging from $0.68 to $0.87; dividend yield of 0%; expected volatility of 163%; risk-free interest rates of 0.12% and expected life of 60 to 66 months. 873,760 options were fully vested and expensed as of December 31, 2014. During the year ended December 31, 2014, the Company recorded $664,023 in compensation expense in connection with the options. The Company expects to record the remaining unamortized portion of $752,909 during the year ended December 31, 2015.

~~F-15~~On June 17, 2016 Pillar Marketing sent a demand for arbitration stemming from an alleged breach of contract from an agreement, dated April 23, 2015, for $45,000 of services. The company has not recorded a loss or contingency for this amount as it does not feel the balance is owed, and is unable to predict the outcome of the demand. On July 18, 2016, Pillar Marketing Group filed a demand for arbitration with AAA. No arbitration is currently scheduled.

~~The Company had the following options~~LG ~~outstanding~~Capital ~~for the years ended December 31~~Funding, ~~2014 and 2013:~~LLC

	Number of Options			Weighted Average Exercise Price
Balance, January 1, 2013		3,228,571		$	9.73
Granted - 2013		1,921,663			10.05
Exercised - 2013		(3,300,000	)		9.80
Expired - 2013		-			-
Balance, December 31, 2013		1,850,234		$	9.87
Granted		1,924,907			1.15
Exercised		-			-
Expired		-			-
Balance, December 31, 2014		3,775,141		$	5.29
Balance, December 31, 2014 - Vested		2,775,141		$	5.06

On June 14, 2016, LG Capital Funding, LLC sued Ubiquity, Inc. claiming that Ubiquity owes LG Capital $238,508.71 under the provisions of the Convertible Promissory Note (due on April 17, 2016), due to default of filing requirements of Section 8 of the note. Ubiquity originally received $100,000 on the disputed note, and is unable to predict the outcome of the suit. The Company has accrued all amounts due under the convertible note agreement.

~~NOTE~~Justin Sundquist, 10Henry -Kingi, ~~COMMITMENTS~~and ~~AND~~Eagle ~~CONTINGENCIES~~Flights Stunts, Inc

~~Operating~~On August ~~Lease~~9, 2016, the above filed a fraud and securities fraud action against Ubiquity. Plaintiffs were looking for rescission of their purchases of Ubiquity common stock, and payment to them by Ubiquity of the consideration given for such stock, plus interest at the legal rate. On October 3, 2016, the case filed by Justin Sundquist and Henry Kingi had been dismissed voluntarily, without prejudice. On October 14, 2016 the case filed by Justin Sundquist and Henry Kingi was moved to the San Diego United States District court in accordance with the low number rule. In January 2017, the court granted The Company’s motion to compel arbitration in Delaware. Mr. Kingi and Mr. Sundquist have filed for Arbitration with the American Arbitration Association claiming damages of approximately $1.8 million dollars representing approximately 1,444,000 common shares purchased and issued between May 2013 and November 2014. There are no future hearings on calendar, and the Company is unable to predict the future outcome.

On October 7, 2010, Ubiquity entered into a 5 year lease for a new building in the city of Irvine, CA. In July 2014, the Company revised their lease agreement for additional square footage. Under the terms of the revised lease agreement, commencing on September 1, 2014, the minimum monthly rent will be $40,953. In addition, the revised lease agreement includes annual rent increases through expiration of January 20, 2020 and other incentives. As of December 31, 2014, the Company recorded accrued rent of $52,558 in connection with straight-lining the rent expense.36

~~The following is summary of payments under~~Bryan ~~non-cancellable rent agreements as of December 31, 2014:~~Harpole

Year ended December 31, 2015	$	478,269
2016		517,758
2017		535,314
2018		552,864
2019		570,414
Thereafter		28,960
Total lease commitment	$	2,683,579

On May 25, 2016, Bryan Harpole filed a lawsuit claiming a breach of the Employment Agreement, dated January 1, 2012 and related Amendment, dated July 25, 2013. His unconfirmed claims include the following payments: unpaid salary (including statutory penalties according to proof pursuant to Labor Code 201 et seq amount undetermined), unpaid commissions ($4,268.25), unpaid bonuses ($55,548.30), unpaid vacation ($12,694) and sick ($1,731) days, medical insurance premiums ($5,100) and failure to deliver common stock (options) ($25,500) in accordance with the agreement Mr. Harpole would have been required to make full payment of the options as defined in the stock option agreement and Company’s demand after 30 days of his employment ceasing in the amount of $551,000.00 for the entirety of his 225,000 options or any portion thereof. As of the date of this filing no payment or payment arrangement has been made by Mr. Harpole, thus rendering the options invalid. Total damages include, but not limited to, $104,841.55 of salary amounts including statutory penalties plus possible court costs. He also sued for workers’ compensation benefits but was denied by the insurance carrier as being a false claim on July 25, 2016. Following rounds of demurrers, Bryan Harpole filed a Second Amended Complaint on March 13, 2017, removing the claims asserted against the officers and directors of the Company. This Complaint asserts a single cause of action for Breach of Contract against Ubiquity, Inc. This complaint claims the same damages as previously filed.

~~Other~~Iconic Holdings, ~~Contingencies~~LLC

~~At the time of death of the former President~~On ofJune ~~Ubiquity~~3, ~~Gregory Crotty had accrued $93~~2016,~~743~~ inIconic ~~salary~~Holdings, ~~22,857~~LLC ~~Common~~sued ~~Shares~~the ~~of Ubiquity Broadcasting Corporation~~Company, ~~and~~claiming ~~had 200,929~~that ~~options to purchase~~ Ubiquity ~~Broadcasting~~owes ~~Corporation~~Iconic ~~Common Shares at~~ $~~5.25~~400,000 ~~per~~under ~~share.~~the Heprovisions ~~also had 42,857 shares~~ of ~~common~~the Convertible ~~stock~~Promissory ~~issued~~Note indue ~~his name. Ubiquity will have~~ to ~~issue~~default ~~these~~of ~~shares~~filing ~~and~~requirements ~~pay~~of ~~the~~Section ~~balance~~2.00(e)(vi) of ~~his accrued salary to~~ the ~~proper beneficiary once established~~Note. AsUbiquity oforiginally ~~December~~received 31$97,500 on ~~2014,~~the andisputed ~~established beneficiary has yet to be named~~note. ~~All~~The ~~200,929~~Company ~~options~~is ~~expired~~currently asin ofsettlement ~~December 31~~discussions,and ~~2011~~has ~~and~~accrued ~~are~~all ~~not~~amounts ~~included~~due inunder ~~total~~the ~~options~~the ~~outstanding~~convertible note agreement.

~~During the first quarter of 2013, the~~American ~~EDD~~States ~~California~~Insurance ~~Employment department notified the~~ Company with an assessment of our independent contractors that the Company may have to pay additional taxes based on our independent contractor payments for a total contingent liability of $305,885. The Company filed a formal petition as of April 22, 2013 and has not heard back on any formal final ruling. As of and December 31, 2014 and 2013, the Company has not recorded a provision for the assessment as they do not believe the independent contractors meet the definition of an employee.

~~F-16~~One June 9, 2016 America States Insurance Company filed a breach of contract against Ubiquity for a total potential amount owed of $44,904.73. The company contends it cancelled the agreements and is unable to determine the outcome of the breach of contract claim.

~~Litigation~~De Lage Landen Financial Services, Inc.

~~Think~~On January ~~Design~~29, ~~Media~~2016, ~~Inc.~~De Lage Landen claimed the Company breached its leasing agreement dated on or about May 17, 2011 and ~~Related~~claim ~~Entities~~breached damages of $29,396.37. The Company has not accounted for an accrual for this claim as it us unable to determine the outcome at this time. The Company contends it does not owe the balance as the lease was terminated.

~~As previously disclosed in the Company’s~~William Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, on May 27, 2014, Think Design Media, Inc. ("TDM"), filed a lawsuit against the Company claiming breach of a December 2013 consulting contract. TDM disputes the Company's cancellation of the consulting agreement for non-performance.Alessi

OnWilliam Alessi ~~July~~alleges ~~28,~~that ~~2014,~~Ubiquity ahired ~~complaint~~him ~~was~~to ~~filed by~~work ~~the Company~~ as ~~the~~a ~~Plaintiff~~consultant ~~against~~on ~~Think~~May ~~Mobile~~21, ~~Inc.,~~2015 ~~Carlos E. Orellana~~ and ~~Ivano~~agreed ~~Stamegna~~to ~~(together,~~pay ~~the~~him ~~“TGS Defendants”)~~1, in160,000 ~~the~~shares ~~Superior Court~~ of ~~California.~~common stock ~~The~~for ~~Company~~the ~~alleged~~service inperiod ~~its~~from ~~complaint~~May ~~causes for breach of contract~~21, ~~breach~~2015 ofto ~~implied~~May ~~covenant of good faith and fair dealing~~20, ~~fraudulent~~2016. ~~inducement,~~Alessi ~~intentional~~contends ~~interference~~that ~~with~~the ~~contractual~~stock ~~relations,~~was ~~intentional~~trading ~~interference with~~at ~~prospective~~$.36 ~~economic~~per ~~advantage~~share and was ~~conversion~~worth $417,600. The Company ~~alleged~~contends ~~that~~it ~~the~~issued ~~terms~~suchshares ofin ~~the~~September ~~TGS~~2015 ~~Agreement~~in ~~were~~accordance ~~violated~~with by the ~~TGS~~ ~~Defendants~~contract and ~~the~~does ~~TGS~~not ~~Defendants~~owe anything ~~failed to enter into the Agreement in good faith~~further.

~~On September 25, 2014, a complaint was~~Item ~~filed by the Company as the Plaintiff against Think Design Media, Inc~~4., ~~Biznexion,~~Mine ~~Inc.,~~Safety ~~Acosta Investments, LLC, Carlos Orellana, Ivano Stamegna, Anthony Cesare and other defendants in the Superior Court of California, County of Orange~~Disclosures. The Company alleged that the TDM Defendants never had any intention to fulfill the terms of the Agreements and instead improperly acquired and disclosed the Company’s trade secrets. The Company alleged in its complaint that the TDM Defendants’ actions constitute fraud, conversion, misappropriation of trade secrets, trademark infringement, breach of contract, fraudulent transfer, unfair competition, and violation of the Racketeer Influenced and Corrupt Organizations Act.

~~On February 26,~~Not ~~2015, the Company, Think Mobile, Inc~~Applicable., Think Design Media, Inc. and all other parties to the lawsuits submitted to the Superior Court of California, County of Orange a request for dismissal of all actions between the parties, after executing a Confidential Settlement Agreement and Release (the “Agreement”). As part of the Agreement, the lawsuits were settled and the Company obtained a full release from all defendants to such lawsuits.

~~Other~~37

~~On October 10,~~PART 2014, the Company was served with a complaint filed on June 13, 2014 by a former consultant against the Company, in the Superior Court of Arizona, Maricopa County. The complaint alleges that the consultant was to receive warrants to purchase 1,142,857 shares of common stock as a commencement fees for services in which commenced on December 15, 2006. The Company believes the claim is without merit; in addition, the statute of limitations has passed. The Company does not believe that a loss is probable and no accrual for loss contingency has been made.II

~~Financing~~Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

~~On November 10,~~Market 2014, the Company engaged Deutsche Bank Securities Inc. to perform such financial advisory and investment banking services as Client reasonably and specifically requests and as Deutsche Bank agrees. Deutsche Bank is engaged on a non-exclusive basis to provide advisory and investment banking services with respect to the exploration of strategic alternatives that may lead to a possible transaction, through sale, merger, joint venture or otherwise, whether effected in a single transaction or a series of related transactions, in which 40% or more of the voting power of Client or all or a substantial portion of its business or assets are combined with or transferred to any company that is an acquisition target or another person or entity.Information

~~NOTE~~Our common 11stock -was ~~INCOME~~quoted ~~TAXES~~on the OTCQB and OTCBB under the symbol “UBIQ”, and the Company plans to uplist back onto these exchanges as soon as practicably possible.

~~For the years ended December 31,~~Price ~~2014~~Range ~~and 2013, the Company incurred net losses and therefore has no tax liability. The Company began operations in 2007 and had net operating loss carry-forwards~~ of ~~approximately~~Common $122,381,000 that will be carried forward and can be used through the year 2034 to offset future taxable income. In the future, the cumulative net operating loss carry-forward for income tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting.Stock

The following ~~provision~~table ~~for~~sets ~~Federal~~forth ~~income~~the ~~tax~~high ~~consists~~ and low bid price per share of common stock as reported by the ~~following~~OTCQB and OTCBB for the years ended December 31, ~~2014~~2015 and ~~2013~~2014:

	2014			2013
	High			Low
Income tax benefit attributable to:
Fiscal Year 2014
Net loss	$	(7,411,741	)	$	(17,664,409	)
First quarter ended March 31, 2014	$	9.24		$	7.63
Permanent differences		4,261,172			-
Second quarter ended June 30, 2014	$	10.00		$	6.40
Valuation allowance		3,150,569			17,664,409
Third quarter ended September 30, 2014	$	6.50		$	5.15
Net provision for income tax	$	-		$	-
Fourth quarter ended December 31, 2014	$	5.53		$	0.52
Fiscal Year 2015
First quarter ended March 31, 2015	$	.92		$	.25
Second quarter ended June 30, 2015	$	.45		$	.11
Third quarter ended September 30, 2015	$	.35		$	.09
Fourth quarter ended December 31, 2015	$	.45		$	.06

~~F-17~~The tables above reflect the following stock splits:

~~The cumulative tax effect at the expected~~On ~~rate~~December of6, ~~34%~~2013, ofthere ~~significant~~was ~~items~~a ~~comprising~~4:1 ~~our~~stock ~~net deferred tax amount is as follows as of December 31, 2014 and 2013:~~split.

	2014			2013
Deferred tax asset attributable to:
Net operating loss carryover	$	41,609,540		$	38,458,971
Valuation allowance		(41,609,540	)		(38,458,971	)
Net deferred tax asset	$	-		$	-

On April 21, 2014 there was a 1:3.5 stock split.

~~Due to the change in ownership provisions~~Approximate ofNumber ~~the Tax Reform Act~~ of ~~1986,~~Equity ~~net~~Security operating loss carry forwards of approximately $122,381,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.Holders

~~The~~As of ~~Company~~June ~~has~~12, ~~identified~~2017, ~~the~~there ~~United States~~were ~~Federal~~approximately ~~tax~~929 ~~returns~~stockholders asof ~~its~~Our ~~“major”~~common ~~tax~~stock ~~jurisdiction~~of record. ~~The~~Because ~~United~~shares ~~States~~of ~~Federal~~our ~~return years 2010 through 2014~~common stock are ~~still~~held ~~subject to tax examination~~ by ~~the~~depositaries, ~~United~~brokers ~~States~~and ~~Internal~~other ~~Revenue Service; however~~nominees, wethe donumber ~~not~~of ~~currently~~beneficial ~~have~~holders ~~any~~of ~~ongoing tax~~our ~~examinations.~~shares ~~The Company~~ is ~~subject~~substantially tolarger than ~~examination by~~ the ~~California~~number ~~Franchise~~of ~~Tax~~stockholders ~~Board~~of ~~for the years ended 2010 through 2014 and currently does not have any ongoing tax examinations~~record.

~~NOTE 12 - GOING CONCERN~~Dividends

~~The~~We have ~~accompanying~~not ~~financial~~declared ~~statements have~~or ~~been~~paid ~~prepared~~any ~~assuming~~cash ~~that~~dividends ~~the~~on ~~Company~~our ~~will~~common ~~continue~~stock, asand awe ~~going~~do ~~concern~~not anticipate declaring or paying cash dividends for the foreseeable future. AsWe ~~shown~~are innot subject to any legal restrictions respecting the ~~accompanying~~payment ~~financial~~of ~~statements~~dividends, except that we may not pay dividends if the ~~Company~~payment ~~has~~would ~~negative~~render ~~working~~us ~~capital,~~insolvent. ~~has~~Any ~~incurred~~future ~~operating~~determination ~~losses~~as ~~each~~to the payment of ~~the~~cash ~~past~~dividends ~~two~~on ~~years,~~our common ~~and~~stock ~~has~~will ~~not~~be ~~yet~~at ~~produced~~our ~~continuing revenues~~board ~~from~~of ~~operations.~~directors’ ~~These~~discretion ~~factors~~and ~~raise~~will ~~substantial~~depend ~~doubt~~on ~~about~~our ~~the~~financial ~~Company's~~condition, ~~ability~~operating toresults, capital ~~continue~~requirements asand aother ~~going~~factors ~~concern~~that our board of directors considers to be relevant.

~~The financial statements do not include~~Purchases ~~any adjustments relating to the recoverability and classification~~ of ~~recorded~~Equity ~~assets,~~Securities orby the ~~amounts~~Issuer and ~~classification~~Affiliated of liabilities that might be necessary in the event that the Company cannot continue as a going concern. The Company is currently in various negotiations for the licensing of their Sprocket product line, however, no formal terms have been agreed upon. To date revenues from licensing agreements have not been sufficient to fund operations. Thus, until the Company can generate sufficient cash flows to fund operations, the Company is dependent on raising additional capital through debt and/or equity transactions. In addition, the Company may have to renegotiate current convertible debt obligations, reduce certain overhead costs through the deferral of salaries and other means, and settle liabilities through negotiation. Currently, the Company does not have any commitments or assurances for additional capital, other than disclosed above, nor can the Company provide assurance that such financing will be available to it on favorable terms, or at all. If, after utilizing the existing sources of capital available to the Company, further capital needs are identified and the Company is not successful in obtaining the financing, it may be forced to curtail its existing or planned future operations. Subsequent to year end, the Company raised $2,000,000 in convertible notes payable.Purchasers

~~The ability of the Company to continue~~From asJanuary a1, ~~going~~2015 ~~concern~~through isand ~~dependent~~including ~~upon~~December ~~the~~31, ~~Company’s~~2015, ~~ability~~there towere ~~attain~~no apurchases ~~satisfactory~~of ~~level~~equity ofsecurities ~~profitability~~by ~~and~~the ~~obtain~~issuer ~~suitable~~ and ~~adequate financing~~affiliated purchasers. ~~There can be no assurance that management's plan will be successful.~~

~~NOTE~~Recent Sales 13of -Unregistered ~~SUBSEQUENT EVENTS~~Securities

~~Cancelation~~Common Stock offor ~~Underwriting~~Cash ~~Agreement~~Proceeds

~~On January 26, 2015, we determined that~~For ~~we would no longer actively pursue a firm commitment underwritten offering under~~ the ~~terms~~year ofended ~~the~~December ~~Registration~~31, ~~Rights~~2015, ~~Agreement (~~the ~~“Agreement”)~~Company ~~that~~sold ~~became~~60,094,410 ~~effective~~shares onfor ~~September 25~~$3,595,937 ~~2014~~in byproceeds, ~~and~~of ~~among~~which ~~the~~$173,000 ~~Company~~were ~~and~~received in ~~holders~~2016. ofThe ~~the~~shares ~~Company’s Restricted~~were ~~Common~~sold ~~Stock parties~~ to ~~the~~accredited ~~Agreement. Accordingly~~investors, weas ~~did~~that ~~not~~term ~~enter~~is ~~into~~defined anin ~~agreement~~Regulation ~~with~~D ~~a lead underwriter as required under the terms~~ of the ~~Agreement~~Securities toAct ~~continue~~of ~~the Agreement~~1933. ~~There are no termination penalties or similar amounts. We have concluded~~ ~~that~~The ~~pursuing~~proceeds aof ~~registered~~the ~~offering~~private atplacement ~~this~~were ~~time~~used ~~under~~for ~~current~~working ~~market conditions would cause a dilution to our shareholders~~capital, ~~which would~~operating ~~not~~expenses beand inbusiness ~~the~~and ~~best~~product ~~interests of the shareholders~~development.

~~Conversant, Inc. Acquisition~~38

~~On January 27, 2015, Ubiquity, Inc. (the~~Common ~~“Parent”)~~Stock entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ubiquity Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and Coversant, Inc. (the “Company”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Coversant, Inc.’s SoapBox platform is an Internet of Things Service Bus (IoT-SB) that securely and efficiently connects things (Devices, Sensors, Actuators) to humans, applications and databases for analysis and controls of devices. SoapBox is designed to federate disparate systems and allow organizations to utilize current legacy equipment that are not able to communicate with each other to now do so with, in most cases not having to upgrade hardware or software on the systems themselves.Services

~~F-18~~During the years ended December 31, 2015 and 2014, the Company issued 9,984,450 and 1,739,107 shares of common stock for services. The Company determined the value of such shares to be $2,726,666 and $10,568,834 for the years ended December 31, 2015 and 2014, respectively. The values were based upon the fair market value of the Company’s common stock on the measurement date, which in most cases is the agreement date. Services performed in connection with these issuances relate to assignment to the board of directors, advisory services related to listing on a national exchange, marketing, broadcasting and production related services.

The shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time (individually a “Share” and collectively the “Shares”) shall be converted automatically into the right to receive an aggregate of 13,242,334 shares of the Parent’s Common Stock (the “Merger Consideration”). The Merger Consideration shall be distributed among the shareholders of the Company on a pro rata basis. On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, each Company Option (or portion thereof), whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time shall terminate. At least 15 days prior to the Effective Time, the Company shall provide each holder of a Company Option with written or electronic notice that the Company Option will be fully exercisable for 15 days from the date of the notice and that the Company Option will terminate on the expiration of the 15-day period. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.Warrants

~~The~~During ~~Merger~~the ~~will~~years ~~not~~ended ~~be finalized unless~~December ~~the~~31, ~~Parties~~2015 ~~are~~and ~~satisfied~~2014, ~~with~~ the ~~results~~Company ofissued ~~their~~warrants ~~respective~~in ~~due~~the ~~diligence.~~amount ~~Consummation~~ of ~~the~~333,334 ~~Merger is also subject to certain customary conditions. The Merger Agreement contains representations~~ and ~~warranties~~$0, byvalued ~~each~~at ~~of Parent~~$40,816 ~~Merger Sub~~ and ~~the~~$0 ~~Company~~respectively. ~~These representations and warranties were made solely for the benefit of the parties to the Merger Agreement.~~

~~Sponsor~~Common Stock ~~Me,~~for ~~Inc.~~Debt ~~Acquisition~~Financing

OnDuring the ~~December~~year ~~31,~~ended ~~2014,~~December ~~effective March~~ 31, 2015, the “Company” ~~entered~~issued ~~into~~18,777,701 ashares ~~Share~~of ~~Exchange~~common ~~Agreement~~stock ~~(the~~for ~~“Agreement”)~~debt ~~with~~services ~~Sponsor~~valued ~~Me,~~at ~~Inc.~~$662,507, ~~(“Sponsor~~of ~~Me”)~~which 1,225,000 ashares ~~Nevada~~of ~~corporation,~~common ~~and~~stock avalued ~~related~~at ~~party~~$292,623 ~~which~~were ~~resulted~~issued in ~~the~~connection ~~acquisition~~with ofthe ~~100%~~issuance of ~~the~~convertible ~~issued~~debts and ~~outstanding~~related ~~equity~~forbearance ~~securities~~agreements, ~~of Sponsor Me. Pursuant to the terms of the Agreement~~16,000,000 ~~The~~common ~~Company~~shares ~~acquired~~were ~~all~~issued ofas ~~the~~a ~~outstanding capital~~part ~~stock~~ of ~~Sponsor~~a Medebt ~~from~~purchase ~~the~~agreement ~~Sponsor~~to Mebuyout ~~shareholders for an aggregate of 3~~$16,~~878,467~~000 worth ~~shares,~~ of ~~3.59% of~~ the Company’s ~~common~~ ~~stock.~~aged ~~In addition~~debt, inand ~~connection~~the ~~with~~balance ~~the~~of ~~transaction~~1,552,701 ~~the~~common ~~Company~~shares ~~forgave~~were ~~notes~~issued ~~accounts/receivables~~to ~~due~~satisfy ~~from~~the ~~Sponsor~~conversion request Meof ~~and~~convertible SCnote ~~Business,~~holders ~~Inc~~totaling $353,884.

~~Sponsor Me is a new kind of digital publishing~~Debt company that combines expert editorial with ecommerce for distribution on mobile and social platforms. Sponsor Me, Inc. is considered a related party. The Company's CFO, Brenden Garrison, is the CEO of Sponsor Me. In addition, Sponsor Me has a similar shareholder group including the Company's CEO and EVP. Thus, the Company expects to account for the acquisition of Sponsor Me as an entity under common control using the carry over basis related to Sponsor Me's assets and liabilities.Financing

~~Significant~~On November ~~Agreements~~17, 2014, Ubiquity, Inc. closed a financing transaction by entering into a Purchase Agreement dated November 12, 2014 (the “Purchase Agreement”) with KBM Worldwide, Inc. (the “Purchaser”) for an aggregate principal amount of $204,000 (the “Purchase Price”). Pursuant to the Purchase Agreement, the Company issued an 8% Convertible Promissory Note (the “Note”).

OnThe Note ~~January~~earns 5an interest rate per annum equal to 8% and has a maturity date of August 14, 2015, (the ~~Company~~“Maturity ~~entered~~Date”). ~~into~~The aNote is convertible any time during the period beginning on the date which is one ~~year~~hundred ~~agreement~~eighty to(180) ~~provide~~days ~~assistance~~following ~~with~~the date ~~developing,~~of ~~updating,~~the issuance on this Note and ~~identifying~~ending ~~potential~~on ~~sources~~the later of ~~capital~~(i) the Maturity Date and ~~prospective~~(ii) the date of payment of the Default ~~businesses~~Amount ~~for~~at ~~acquisition~~a orconversion ~~combination.~~price ~~Under~~equal to 50% discount to the ~~terms~~average of the ~~agreement,~~lowest three (3) trading prices for the ~~Company~~Common isStock during tothe ~~pay~~twenty (20) Trading Day period immediately prior the ~~consultants~~conversion adate. ~~non-refundable $25,000~~The ~~commitment~~Note ~~fee;~~Conversion aPrice ~~monthly~~is ~~fee~~subject to adjustment in the case of ~~$25~~stock splits,~~000;~~ ~~issue~~stock 1dividends,~~000,000~~ ~~shares~~combinations of ~~common~~shares ~~stock~~and ~~which~~similar ~~vest~~recapitalization intransactions ~~two~~and ~~equal~~any ~~installments~~issuances onof ~~January~~securities 15below the conversion price of the Note. Since the conversion feature is only convertible after six months, ~~2015~~there is ~~and~~no ~~March~~derivative liability as of December 31, ~~2015~~2014. ~~The~~However, ~~agreement~~the ~~contains~~Company ~~compensation~~will ~~provisions~~account ~~based~~for the derivative liability upon the ~~successfulness~~ passage of time and the ~~consultants~~note becoming convertible if not extinguished, as defined above. Derivative accounting applies upon the conversion infeature ~~connection~~being ~~with~~available ~~capital~~to ~~raises~~the holder, as it is variable and ~~business~~does ~~combinations.~~not ~~The~~have ~~agreement~~a ~~contains~~floor ~~renewal~~as ~~provisions~~to the number of common shares in which could ~~include~~be converted. Thus, if the ~~issuance~~note is not repaid prior to the note being convertible significant pressure may be put on the ofCompany’s stock price and additional ~~shares~~dilution of ~~common~~current ~~stock~~shareholders may take place.

~~Convertible~~In the ~~Notes~~event ~~Payable~~of default, (“Event of Default”) the Purchaser has the right to require the Company to repay in cash all or a portion of the Note at a price equal to 150% of the aggregate principal amount of the Note plus all accrued and unpaid interest on the principal amount of this Note. In addition, in the event of a merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event, (“Major Event”) the Purchaser has the option to treat the event as an Event of Default or may immediately convert the remaining balance on the Note and shall be entitled to receive as many shares as the Purchaser would have been entitled to immediately prior to the Major Event.

~~Subsequent~~These securities towere ~~December~~issued ~~31,~~in ~~2014~~transactions ~~through~~ not registered under the ~~date~~Securities ofAct ~~this~~in ~~filing,~~reliance upon the ~~Company~~exemption ~~received~~provided $under Section 4(2~~,000,000~~) inof ~~proceeds~~the ~~from~~Securities ~~convertible~~Act ~~notes~~and/or ~~payable~~Regulation D promulgated by the Securities and Exchange Commission. ~~The~~We ~~terms~~believed that the exemption was available because the offer and sale of the ~~notes~~securities ~~are~~did not involve a public offering and because of the limited number ~~similar~~of torecipients, ~~those~~each ~~disclosed~~purchaser’s representation of sophistication in ~~Note~~financial 7matters, and their access to information concerning our business.

~~Sales~~On April of22, ~~Common~~2015, ~~Stock~~the Company paid the note in full and received confirmation from the Purchaser that the Note has been paid in full.

~~Subsequent to December 31, 2014, the Company issued approximately 2,183,333 shares of common stock for cash proceeds of $517,500.~~39

~~Accrued~~For the ~~Salary~~year ~~and~~ended ~~Bonus~~December to31, ~~CEO~~2015 the Company received aggregate proceeds of $2,168,475 in convertible note debt financing. The notes contained similar terms as the above mentioned terms of KBM Worldwide, Inc.

~~See~~Common stock ~~Note~~issued 6related to the Sponsor Me, ~~for~~Inc. ~~discussion~~share exchange agreement was 3,878,466. On December 31, 2014, effective March 31, 2015, the Company entered into a Share Exchange Agreement (the “Agreement”) with Sponsor Me, Inc. (“Sponsor Me”), a Nevada corporation, and a related toparty, which resulted in the acquisition of 100% of the issued and outstanding ~~exchange~~equity securities of Sponsor Me. Pursuant to the terms of the Agreement, the Company acquired all of the outstanding capital stock of ~~options~~Sponsor Me from the Sponsor Me shareholders for an aggregate purchase price of 3,878,466 shares, or 3.59% of the Company’s common stock at that time. In addition, in connection with the transaction, the Company forgave notes/accounts receivables due from Sponsor Me and SC Business, Inc., and members of SME management and SME consultants, who are also members of Ubiquity management, forgave approximately $3.2M in accrued salary and ~~bonus~~related ~~due~~payroll totaxes, Christopher Carmichael forgave $1,470,863, Connie Jordan forgave $1,198,565, and Brenden Garrison forgave $257,026 and the ~~CEO~~Company was relieved of paying payroll liabilities accrued in the amount of $313,136. On the closing date the management of SME relinquished all shares held as follows: Christopher Carmichael cancelled 19,800,000 in Sponsor Me, Inc,, Connie Jordan cancelled 19,800,000 shares in Sponsor Me, Inc. and Brenden Garrison cancelled 25,000 shares in Sponsor Me, Inc., owning an aggregate 39,625,000 shares in Sponsor Me, Inc. and did not receive any additional shares in Ubiquity, Inc. or any other compensation in Ubiquity, Inc. as part of the Share Exchange Agreement. The Company recorded the acquisition of the remaining non-controlling interest as an equity transaction in accordance with (“ASC”) 810.

InSC ~~accordance~~Business, ~~with~~Inc. ~~ASC~~is ~~855-10,~~an entity owned by the Company ~~has~~’s ~~analyzed~~CFO, ~~its~~Brenden ~~operations~~Garrison. ~~subsequent~~At times SC, in order to ~~December~~assist ~~31,~~the ~~2014~~Company ~~through~~in accessing its credit card lines (as provided by the ~~date~~Carmichael ~~these~~family ~~financial~~– ~~statements~~see ~~were~~“Loans ~~issued~~Payable ~~and~~– ~~has~~Related ~~determined~~Parties” below), periodically charged ~~that~~the itCompany’s ~~does~~credit ~~not~~cards ~~have~~and ~~any~~remitted ~~material~~the ~~subsequent~~related ~~events~~funds, tonet ~~disclose~~of ~~other~~fees, ~~than~~back ~~the~~to ~~events~~Ubiquity ~~described~~or ~~above~~to SME.

~~Series~~Remittances to ASME ~~Preferred~~are ~~Stock~~intercompany transactions. Accordingly, such amounts are eliminated in the consolidation of SME.

~~In February 2015, the board of directors~~Item ~~approved the designation of 500 shares of preferred stock, par value $0~~6.~~001~~ ~~per~~Selected ~~share,~~Financial ~~of the Company as Series A Preferred Stock. The Series A Preferred stock receive no dividends or liquidation preferences. Each share is entitled to the equivalent of 1,000,000 votes of common stock.~~Data

OnWe are ~~March~~not 6,required ~~2015,~~to ~~the~~provide ~~Company issued~~ the ~~CEO~~ ~~and~~information ~~the~~required ~~SEVP~~by ~~250~~this ~~shares~~Item ~~each~~because ofwe ~~Series~~are Aa ~~Preferred~~smaller ~~Stock~~reporting company.

~~F-19~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Item~~The following 9.discussion ~~Changes~~and inanalysis of the results of operations and ~~Disagreements~~financial condition for the fiscal years ended December 31, 2015 and 2014 should be read in conjunction with ~~Accountants~~our onconsolidated ~~Accounting~~financial statements, and ~~Financial~~the ~~Disclosure~~notes to those consolidated financial statements that are included elsewhere in this Report.

On July 24, 2014, the Board of Directors of Ubiquity, Inc. accepted the resignation of Silberstein Ungar, PLLC (“Silberstein”) as its independent registered public accountant, effectively immediately.Overview

~~Silberstein’s~~Ubiquity, Inc. ~~reports~~(the on“Company,” ~~our~~“We,” ~~financial~~“Our” or “Us”) f/k/a Ubiquity Broadcasting Corporation, ~~statements~~f/k/a asFermo ofGroup, ~~and~~Inc., ~~for~~was incorporated in the ~~fiscal~~State ~~years~~of ~~ended~~Nevada on December 312, ~~2012~~2011. ~~and~~The roots of the Company dates back to a Delaware corporation originally established in 2007. On March 5, 2013, ~~did~~we ~~not~~entered ~~contain~~into an ~~adverse~~Agreement ~~opinion~~and orPlan ~~disclaimer~~ of Merger (the ~~opinion~~“Merger ~~and~~Agreement”) ~~were~~with ~~not~~Ubiquity ~~qualified~~Acquisition orCorporation, ~~modified~~a asNevada tocorporation ~~uncertainty~~and wholly-owned subsidiary of (“Acquisition Sub”), ~~audit~~and ~~scope~~Ubiquity Broadcasting Corporation, ora ~~accounting~~Delaware ~~principles~~corporation (“Ubiquity-DE”).

~~During~~Pursuant to the ~~fiscal~~terms ~~years~~of ~~ended December~~the 31Merger Agreement, ~~2012~~Acquisition ~~and~~Sub ~~2013~~merged with and ~~through~~into ~~Silberstein’s~~Ubiquity-DE ~~resignation~~in ona ~~July~~statutory ~~24,~~reverse ~~2014,~~triangular ~~there~~merger ~~were~~ (1the “Merger”), with noUbiquity-DE ~~disagreements~~surviving ~~with~~as ~~Silberstein on~~a ~~any~~wholly-owned ~~matter~~subsidiary of ~~accounting~~the ~~principles~~Company. orAt ~~practices,~~the ~~financial~~closing ~~statement~~of ~~disclosure,~~the orMerger ~~auditing~~on ~~scope~~September ~~or procedures~~20, ~~which~~2013 ~~disagreements,~~(the if“Closing ~~not~~Date”), ~~resolved~~we toissued ~~the~~Ubiquity-DE ~~satisfaction~~shareholders one share of ~~Silberstein~~our common stock, ~~would~~par ~~have~~value ~~caused~~$0.001 ~~Silberstein~~per toshare ~~make~~for each ~~reference~~share toof ~~the~~Ubiquity-DE’s ~~subject~~common ~~matter~~stock, ofpar value $0.001 (the ~~disagreements~~ in“Share ~~connection~~Exchange”). ~~with~~As ~~its~~a ~~reports~~result of the Merger, we ~~and~~ceased ~~(2)~~the nohistorical ~~events~~operations of ~~the~~Ubiquity ~~type~~Broadcasting ~~listed~~Corporation ina ~~paragraphs~~Delaware ~~(A)~~Corporation ~~through~~and ~~(D)~~we ofoperate ~~Item~~as ~~304(~~a~~)(1)(v)~~ multimedia ofcompany ~~Regulation~~focused Son the intersection of cloud-Kbased cross platform applications synchronized across all screens for enhancing the digital lifestyle.

~~Concurrent~~The transaction ~~with~~was ~~the~~regarded ~~acceptance of Silberstein’s Resignation~~ as ~~our~~a ~~independent~~reverse ~~registered~~merger ~~public~~whereby ~~accounting~~Ubiquity-DE ~~firm,~~was ~~the~~considered ~~Board~~to ofbe ~~Directors of~~ the ~~Company~~accounting ~~appointed~~acquirer ~~KLJ~~as &its ~~Associates,~~management ~~LLC~~retained ~~(“KLJ”) as~~control ~~our~~of ~~independent~~the ~~registered~~Company ~~public~~after ~~accounting~~the ~~firm~~Share Exchange.

Prior to retaining the new accountant, neither the Company nor anyone acting on its behalf consulted KLJ with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that KLJ concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.40

~~There have been no disagreements with our auditor regarding accounting and financial disclosure.~~Business

17Ubiquity, Inc. (“Ubiquity” or the “Company”) provides a platform that enables users to connect to internet-based content on any type of device. Ubiquity’s unique technology and robust patent portfolio has led to the development of the Company’s signature product, the Sprocket. The Sprocket can be easily downloaded onto any type of device (such as mobile phone, tablet, laptop, smart TV, VR and AR devices, gaming consoles etc.) and then easily customized to provide the user with access to all web-based content, social media outlets, video-based content, private networks, social networks, personalized files, intelligent search, and virtually all other media. In short, the Sprocket provides easy and expedited access to content in the manner and choices selected by the user. The Sprocket also provides detailed analytics and data on the end-users, delivering tremendous value as a marketing tool to the content providers and advertisers.

~~Item~~Critical Accounting ~~9A. Controls and Procedures.~~Policies

~~Evaluation~~JOBS Act ofAccounting ~~Disclosure Controls and Procedures~~Election

~~Pursuant to Rule 13a-15(b) under the Securities~~We ~~Exchange~~are ~~Act~~an of“emerging ~~1934~~growth company,” as ~~amended~~defined ~~(“Exchange~~in ~~Act”),~~ the ~~Company~~JOBS ~~carried~~Act. ~~out~~Under ~~an evaluation, with~~ the ~~participation~~JOBS ~~of the Company’s management~~Act, ~~including~~emerging ~~the~~growth ~~Company’s~~companies ~~Chief~~can ~~Executive Officer (“CEO”) Christopher Carmichael~~delay ~~(the~~adopting ~~Company’s~~new ~~principal~~or ~~executive~~revised ~~officer)~~accounting ~~and~~standards ~~Chief~~issued ~~Financial~~subsequent ~~Officer~~to ~~(“CFO”)~~the ~~(Brenden~~enactment ~~Garrison),~~ of the ~~effectiveness of~~JOBS ~~the~~Act ~~Company’s~~until ~~disclosure~~such ~~controls~~time ~~and procedures (~~as ~~defined~~those ~~under Rule 13a-15(e) under the Exchange Act) as of the end~~standards ofapply ~~the~~to ~~period~~private ~~covered by this report~~companies. ~~Based~~We ~~upon~~have ~~that~~irrevocably ~~evaluation,~~elected ~~the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are~~ not ~~effective~~ to ~~ensure~~avail ~~that~~ourselves ~~information~~of ~~required~~this toexemption befrom ~~disclosed~~new ~~by the Company in the reports that the Company files~~ or ~~submits~~revised ~~under the Exchange Act~~accounting standards, ~~is recorded, processed, summarized~~ and ~~reported~~, ~~within the time periods specified in the SEC’s rules and forms~~therefore, ~~and~~will ~~that~~be ~~such~~subject ~~information is accumulated and communicated~~ to the ~~Company’s management,~~same ~~including~~new ~~the~~or ~~Company’s~~revised ~~CEO~~accounting ~~and~~standards ~~CFO,~~ as ~~appropriate,~~other topublic ~~allow~~companies ~~timely~~that ~~decisions~~are not ~~regarding~~emerging ~~required~~growth ~~disclosure~~companies.

~~Management's~~Critical Accounting ~~Annual~~Policies ~~Report~~and onSignificant ~~Internal Control~~Judgments ~~Over~~and ~~Financial Reporting.~~Estimates

~~As required by Rule 13a-15 or Rule 15d-15(b) of~~Our ~~the~~management’s ~~Securities~~discussion ~~Exchange~~and ~~Act~~analysis of ~~1934, as amended (the “Exchange Act”),~~ our ~~management,~~financial ~~including~~condition ~~our principal executive officer~~ and ~~principal~~results ~~accounting officer carried out an evaluation~~ of ~~the~~operations ~~effectiveness~~is ofbased ~~the~~on ~~design and operation of~~ our ~~disclosure~~consolidated ~~controls~~financial ~~and~~statements ~~procedures~~which aswe ofhave ~~the~~been ~~end~~prepared ofin ~~the~~accordance ~~period~~with ~~covered~~U.S. bygenerally ~~this~~accepted ~~report~~accounting principles. In ~~Based~~preparing onour ~~the~~consolidated ~~foregoing~~financial ~~evaluation~~statements, we ~~have~~are ~~concluded that~~required ~~our~~to ~~disclosure~~make ~~controls~~estimates and ~~procedures~~assumptions ~~were~~that ~~not~~affect ~~effective as~~the reported amounts of ~~December~~assets ~~31, 2014~~ and ~~that~~liabilities, ~~they~~the ~~do not~~disclosure ~~allow~~of ~~for information~~contingent ~~required~~assets toand beliabilities ~~disclosed~~at by the ~~Company~~date inof the ~~reports~~consolidated financial ~~that~~statements itand ~~files or submits under~~ the ~~Exchange~~reported ~~Act~~amounts isof ~~recorded, processed,~~revenues ~~summarized~~ and ~~reported,~~expenses ~~within~~during the ~~time~~reporting periods. ~~specified~~We inhave identified the ~~Securities~~following accounting ~~and~~policies ~~Exchange~~that ~~Commission~~we ~~(“SEC”) rules~~believe ~~and~~require ~~forms.~~application ~~Disclosure~~of ~~controls~~management’s ~~and~~most ~~procedures~~subjective ~~include~~judgments, ~~without~~often ~~limitation,~~requiring ~~controls~~the ~~and procedures designed to ensure that~~need ~~information required~~ to bemake ~~disclosed~~estimates byabout the useffect inof ~~the~~matters ~~reports~~ that weare ~~file~~inherently oruncertain ~~submit~~and ~~under~~may ~~the~~change ~~Exchange~~in ~~Act~~subsequent isperiods. ~~accumulated~~Our ~~and~~actual results ~~communicated~~could todiffer ~~the~~from ~~Company’s~~these ~~management,~~estimates ~~including its Chief Executive~~ and ~~Principal~~such ~~Accounting~~differences &could ~~Financial~~be ~~Officers as appropriate to allow timely decisions regarding required disclosure~~material.

~~The~~While our ~~material~~significant ~~weaknesses~~accounting ~~were~~policies ~~first~~are ~~identified~~described byin usmore detail in Note 2 of our ~~audited~~ annual consolidated financial statements ~~filed~~ included in ~~Form~~this ~~8-K~~Annual ~~on September 27~~Report, ~~2013~~we ~~for~~believe the ~~years~~following ~~ended~~accounting ~~December~~policies ~~31,~~to ~~2012~~be critical to the judgments and ~~2011~~estimates used in ~~which related~~the topreparation ~~the~~of ~~following:~~our financial statements.

~~1. We do not have written documentation~~Revenue of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.Recognition

2.The Company Werecognizes dorevenues ~~not~~when ~~have~~persuasive ~~sufficient~~evidence ~~segregation~~ of ~~duties~~an ~~within~~arrangement ~~accounting~~exists; ~~functions,~~delivery ~~which~~has isoccurred; aprice ~~basic~~is ~~internal~~fixed ~~control.~~or ~~Due to our size~~ determinable; and ~~nature,~~collectability ~~segregation~~ of ~~all~~the ~~conflicting duties~~related ~~may~~receivable ~~not~~is ~~always~~reasonably ~~be possible and may not be economically feasible~~assured. ~~However,~~The toCompany ~~the~~closely ~~extent~~follows ~~possible,~~ the ~~initiation~~provisions of ~~transactions~~ASC 605, “Revenue ~~the~~Recognition”, ~~custody~~which ofincludes ~~assets and~~ the ~~recording~~guidelines of ~~transactions~~Staff ~~should~~Accounting beBulletin ~~performed by separate individuals~~No. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness104.

~~To address these material weaknesses,~~Stock-Based management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. We engaged a third party that specializes in technical accounting and financial reporting to assist us in preparation of our quarterly and annual financial statements and to assist us in documenting our internal controls. However, for the foreseeable future due to our limited accounting personnel we will continue to have limited segregation of duties.Compensation

~~This~~In accordance ~~annual~~with ~~report~~ASC ~~does~~718, ~~not~~Compensation ~~include~~– ~~an attestation~~Stock ~~report~~Compensation, of the Company’s ~~registered~~accounts ~~public~~for ~~accounting~~share-based ~~firm~~payments ~~regarding~~to ~~internal~~employees using ~~control~~the ~~over~~fair ~~financial~~value ~~reporting~~method. All transactions in which goods or services are received for the issuance of equity instruments are ~~Management's~~accounted ~~report~~for ~~was~~based ~~not~~on ~~subject~~the tofair ~~attestation~~value byof the ~~Company's~~consideration ~~registered~~received ~~public~~or ~~accounting~~the ~~firm~~fair asvalue weof ~~are~~the aequity ~~smaller~~instrument ~~reporting~~issued, whichever ~~company~~is ~~and~~more ~~not~~reliably ~~required~~measurable. The Company generally uses the Black-Scholes option pricing method to ~~provide~~compute the ~~report~~fair value of options or warrants granted for goods or services.

~~Changes~~Share based inpayments ~~Internal~~to ~~Controls~~non-employees ~~over~~are ~~Financial~~accounted for under the measurement and recognition criteria of ASC 505-50 “Equity ~~Reporting~~Based Payments to Non-Employees”.

~~There~~Issuances of ~~were~~the noCompany’s ~~changes~~common instock ~~our~~or ~~internal controls~~warrants ~~over~~for ~~financial~~acquiring ~~reporting~~goods ~~that~~or ~~occurred~~services ~~during~~are measured at the ~~fourth~~ ~~quarter~~fair value of the ~~fiscal~~consideration received ~~year~~or ~~ended~~the ~~December~~fair 31value of the equity instruments issued, ~~2014~~whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that ~~has~~is ~~materially~~a ~~affected,~~sufficiently large disincentive for nonperformance) or (ii) the date at which performance is ~~reasonably~~complete. ~~likely~~However, situations may arise in which counter performance may be required over a period of time but the equity award granted to ~~materially~~the ~~affect~~party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, ~~our~~in ~~internal~~this ~~control~~situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense in the statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

~~Item 9B. Other Information.~~41

~~Cancelation~~Non Cash ofEquity ~~Underwriting Agreement~~Transactions

~~On January 26, 2015, we determined that~~Shares weof ~~would~~equity noinstruments ~~longer~~issued ~~actively~~for ~~pursue~~noncash aconsideration ~~firm~~are ~~commitment~~recorded ~~underwritten~~at ~~offering~~the ~~under~~estimated ~~the~~fair ~~terms~~market value of the ~~Registration~~consideration ~~Rights Agreement~~granted ~~(the~~based ~~“Agreement”) that became effective~~ on ~~September 25, 2014 by and among~~ the ~~Company~~estimated ~~and~~fair ~~holders~~market value of the ~~Company’s Restricted~~equity ~~Common~~instrument, ~~Stock~~or ~~parties~~at to the ~~Agreement.~~estimated ~~Accordingly,~~fair wemarket ~~did~~value ~~not enter into an agreement with a lead underwriter as required under the terms~~ of the ~~Agreement~~goods ~~to continue the Agreement. There are no termination penalties~~ or ~~similar amounts. We have concluded~~services ~~that~~received ~~pursuing~~whichever ais ~~registered~~more ~~offering~~readily ~~at this time under current market conditions would cause a dilution to our shareholders, which would not be in the best interests of the shareholders~~determinable.

18Software Development Costs

~~PART~~Research and ~~III~~development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of December 31, 2015 and 2014, the Company had capitalized software development costs of $0 and $2,347,471, respectively, for the development of its Sprocket product. Amortization of capitalized software development costs for purchased technology that is technologically feasible at the time of purchase begins upon purchase and for internally developed costs, when the product is available for release to customers. Amortization is computed using a straight-line method over the estimated useful life of 5 years.

~~Item~~Recoverability of ~~10.~~Long-Lived ~~Directors, Executive Officers and Corporate Governance~~Assets

~~Our~~The Company ~~directors~~annually assesses the carrying value of its acquired intangible assets, ~~executive~~including ~~officers~~goodwill, and ~~key~~its ~~employees~~other ~~are~~long-lived ~~listed~~assets, ~~below.~~to ~~The~~determine ~~number~~whether impairment may exist, unless indicators of ~~directors~~impairment become evident requiring immediate assessment. Goodwill impairment is ~~determined~~identified by ~~our~~comparing ~~board~~the fair value of ~~directors.~~the ~~All~~reporting ~~directors~~unit ~~hold~~to ~~office~~its ~~until~~carrying value. If the ~~next~~fair ~~annual~~value ~~meeting~~of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the ~~board~~goodwill within orthe ~~until~~reporting ~~their~~unit ~~successors~~is ~~have~~less ~~been~~than ~~duly~~its ~~elected~~carrying value. Intangible assets and ~~qualified.~~other ~~Officers~~long-lived assets are ~~elected~~grouped byfor purposes of evaluating recoverability at the ~~board~~lowest level for which independent cash flows are identifiable. If the carrying amount of an ~~directors~~intangible ~~and~~asset, long-lived asset, or asset grouping exceeds its fair value, an impairment loss is recognized. Fair values ~~their~~for ~~terms~~reporting ofunits, ~~office~~goodwill and other asset groups are, ~~except~~determined tobased ~~the~~on ~~extent~~discounted ~~governed~~cash byflows, ~~employment~~market ~~contract~~multiples, ator comparable assets as appropriate. During the ~~discretion~~year ofended 2015, the ~~board~~Company recorded an impairments of ~~directors~~$5,422,055 for intangible assets related to its Sprocket Asset Group.

Name	Age	Position
Christopher Carmichael	61	Chief Executive Officer, and Co-Chairman
Brenden Garrison	32	Chief Financial Officer
Nicholas Mitsakos	55	Co-Chairman
Connie Jordan	61	Senior Executive Vice President of Intellectual Property and Transmedia and Director
Webb Blessley	67	Treasurer, Secretary, and Director
Bryan Harpole	42	General Studio Manager

The determination of recoverability of goodwill and other intangibles and long-lived assets requires significant judgment and estimates regarding future cash flows, fair values, and the appropriate grouping of assets. Such estimates are subject to change and could result in impairment losses or gains being recognized in the future. If different reporting units, asset groupings, or different valuation methodologies had been used, the impairment test results could have differed.

19Derivatives

~~Set~~We evaluate ~~forth~~convertible ~~below~~notes isto adetermine ~~brief~~if ~~description~~those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the ~~background~~relevant sections of ASC 815-40, Derivative Instruments and Hedging: Contracts in Entity’s ~~business~~Own ~~experience~~Equity (“ASC 815-40”). The result of ~~our~~this ~~executive~~accounting ~~officers~~treatment could be that the fair value of a financial instrument is classified as a derivative instrument and ~~directors~~is ~~for~~marked-to-market at each balance sheet date and recorded as a liability. In the ~~past~~event ~~five~~that ~~years~~the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

~~Christopher Carmichael has~~Off-Balance ~~been~~Sheet the President and Chief Executive Officer of the Company since May 20, 2009. On September 30, 2006, Mr. Carmichael was employed by Ubiquity Holdings to be the Creative Director, and when Ubiquity Holdings became Ubiquity Broadcasting Corporation in February of 2007 he remained as the Creative director until taking the position of President and CEO. Mr. Carmichael was the United States Surfing Champion from 1969 through 1971 and became a premier apparel designer in the United States, while working in marketing and film production. Mr. Carmichael is frequently described as a visionary. He was voted one of the Top Ten designers of Men's Apparel in the United States, in Sports Style Magazine published by Fairchild Publications in 1983, and is an expert in design, marketing, and distribution. Mr. Carmichael has extensive experience in the film industry, working for numerous television shows while working with Grammy and Emmy Award winning artists and producers such as Steve Sabol at NFL Films. He has produced several television commercials and in 1978, he won a "Clio” award for an RC Cola Commercial. Mr. Carmichael turned his attention to the internet industry in early 1997. Early on he realized the need for design and technology innovation, he invented the “Sprocket” and coauthored the company’s other patents such as “Compression,” “Lifestyle Portal,” “Immersive Advertising,” and “B2B,” to name a few.Arrangements

~~Brenden Garrison is the Chief~~We ~~Financial~~have ~~Officer~~not ~~for~~engaged ~~the Company. Prior to starting work at Ubiquity, Inc., Brenden graduated with a Bachelor’s degree~~ in ~~Accounting~~ ~~from~~any ~~the~~off-balance ~~School~~sheet ofarrangements ~~Business~~as ~~and~~defined ~~Economics at California State University Fullerton~~ in ~~2005.~~Item ~~While~~303(c) ~~at California State University Fullerton he acted as the Treasurer~~ of the ~~Accounting Society in charge of the campus budget. He started his career with Scottel Voice and Data Inc. in 2003 where he became the Jr. Controller in under a year~~SEC’s ~~time~~Regulation S-B. HeWe ~~then~~did ~~went on to manage~~not ~~and~~have ~~provide~~any ~~accounting,~~relationships ~~tax, audit, and financial services for several corporate clients in various fields~~ with ~~Semmens~~unconsolidated &organizations ~~Semmens CPA~~or ~~firm~~financial ~~from 2005-2007. After three years of employment with Semmens & Semmens~~partnerships, hesuch ~~decided~~as tostructured ~~create~~finance ~~his~~or ~~own accounting, tax~~special-purpose ~~and~~entities ~~business~~that ~~consulting~~would ~~firm.~~have ~~While~~been ~~developing~~established ~~his~~for ~~own~~the ~~company,~~purpose ~~Brenden~~of ~~started~~facilitating ~~the~~off-balance ~~process~~sheet toarrangements ~~become~~or aother ~~Certified Public Accountant~~contractually ~~and~~narrow isor inlimited ~~the final stages of obtaining his CPA license~~purposes.

Nicholas Mitsakos, has been the Chairman and Chief Executive Officer of Arcadia Holdings, Inc. since 1989. At Arcadia, Mr. Mitsakos managed the investment firm’s operations in the private and public equity markets. Arcadia is a global diversified holding company that owns public securities, majority-owned subsidiaries, and minority interests in various businesses. Arcadia’s capital partners include large international institutions. Through Arcadia Holdings, Mr. Mitsakos has acquired, or invested in, over 40 companies in the U.S., Asia and Europe. He has served as either a director or advisor to each company, working closely with management, the board of directors and other investors. Additionally, Mr. Mitsakos has served on the board of over twenty five companies. From 2002 to present, he has been an advisor and Managing Director to London-based Sardis Capital, a merchant bank, focused on technology and middle market merchant banking. From 1995 to present, Mr. Mitsakos has advised Templeton International on investments in private and public companies based in emerging markets, including China. He now advises Franklin Templeton and Janus on public and private investment throughout Asia. In 1985, Mr. Mitsakos started his career as an investment banker at Goldman Sachs. From 1986 to 1989, he was a member of the corporate finance department at Drexel Burnham Lambert. He holds an MBA from Harvard University (1986) and B.S. degrees in Computer Science and Microbiology from the University of Southern California (Valedictorian, 1981). He taught at UCLA’s Anderson School of Business from 1992 to 1998, and is also on the board to UCLA’s Center for Cerebral Palsy within the UCLA Medical School. He is also on the board to the Rehabilitation Hospital in Honolulu, HI.42

20Recent adopted accounting pronouncements

~~Connie Jordan began her professional~~In ~~career~~May in2014, ~~banking~~the atFASB ~~Security~~issued ~~Pacific~~Accounting ~~Bank~~Standards inUpdate ~~1974~~No. ~~Ms.~~2014-09, ~~Jordan~~Revenue ~~worked~~from atContracts ~~U.S.~~with ~~West~~Customers in(Topic ~~the~~606) ~~Major Accounts Division~~(“ASU 2014-09”), ~~where~~which ~~Ms.~~amends ~~Jordan designed~~the ~~and~~existing ~~implemented~~accounting ~~technology~~standards for ~~Fortune~~revenue ~~500~~recognition. ~~clients,~~ASU ~~traveled~~2014-09 ~~extensively~~is asbased ~~a lecturer~~ on ~~college~~principles ~~campuses and at leading~~that ~~telecommunications~~govern ~~seminars. Jordan turned her attention to~~ the ~~design~~recognition of ~~intricate~~revenue ~~telecommunications~~at ~~solutions~~an ~~for~~amount ~~her~~an ~~clients and~~entity ~~founded~~expects ~~Signal~~to ~~Management~~be ~~Group~~entitled inwhen ~~1989.~~products ~~Shifting~~are ~~gears~~transferred ~~she~~to ~~began~~customers. ~~a career in Television writing, producing, and co~~ASU 2014-09 ~~hosting successful~~will ~~shows~~be ~~such~~effective ~~as California Lifestyles, Premier Real Estate Show, and Yachting Lifestyles~~ for ~~Cable, ABC, ESPN, and~~ the ~~Discovery~~ ~~Network.~~Company Asbeginning ~~a consultant~~ in ~~1997,~~its ~~Jordan~~first ~~began~~quarter ~~shifting~~of ~~her focus to the Internet~~2017. ~~Jordan~~Early ~~co-founded~~adoption ~~Ubiquity and~~ is ~~among~~ ~~the~~not ~~inventors~~permitted. ~~and~~The ~~co-author~~new ofrevenue standard ~~several~~may ofbe ~~the~~applied ~~company’s~~retrospectively ~~patents~~to ~~the~~each ~~"World~~prior ~~Smart~~period ~~Card"~~presented ~~patent,~~or ~~and~~retrospectively ~~has~~with ~~co-authored several~~the ~~more~~cumulative ~~including~~effect ~~“Sprocket,” "Lifestyle," "Immersive Advertising," and "B2B".Ms.~~recognized ~~Jordan~~as ~~was~~of ~~Ubiquity~~the ~~Holdings~~date ~~Intellectual~~of ~~Property Development Manager from 2006 until 2008~~adoption. InThe ~~2008, Ms. Jordan became the~~ Company’s ~~Vice~~ ~~President~~adoption of ~~Creative~~this ~~Development~~standard ~~and~~did ~~Intellectual~~not ~~Property~~have a ~~until~~material ~~her~~impact ~~appointment~~on asthe ~~Senior~~Company’s ~~Executive~~consolidated ~~Vice~~financial ~~President of Intellectual Property and Transmedia~~statements.

~~Webb~~In August ~~Blessley has~~2014, ~~over~~the ~~30 years~~FASB ofissued ~~experience~~guidance inthat ~~corporate,~~requires ~~venture~~management ~~capital~~to ~~and~~evaluate ~~real~~whether ~~estate~~there ~~acquisitions.~~are Anconditions ~~architectural~~or ~~engineer~~events bythat ~~education,~~raise ~~Webb worked~~substantial atdoubt ~~McDonald's~~about ~~Corporation~~an asentity’s ~~Vice~~ability ~~President~~to ofcontinue ~~Real~~as ~~Estate~~a ~~and~~going ~~Construction~~concern. ~~Worldwide~~If ~~from~~such ~~1974~~conditions ~~until~~or ~~his~~events ~~retirement~~exist, indisclosures ~~1995.~~are required ~~Blessley~~that ~~was~~enable ~~founder~~users of the ~~Ronald~~financial ~~McDonald~~statements ~~Camp~~to ~~for~~understand ~~Children~~the atnature ~~Eagle~~of ~~Lake~~the ~~and~~conditions ~~has~~or ~~served~~evens, onmanagement’s ~~numerous~~evaluation of ~~scholarship~~the ~~boards.~~circumstances ~~Most recently,~~and ~~Webb~~management’s ~~help~~plans ~~found~~to mitigate the ~~Cougar~~conditions ~~Fund~~or ~~with~~events ~~his~~that ~~daughter~~raise ~~Cara~~substantial ~~Blessley~~doubt ~~Lowe~~about ~~and~~the entity’s ~~board~~ability ~~members~~to ~~Howard~~continue ~~Buffett,~~as ~~Tom~~a ~~Mangelsen and~~going Drconcern. ~~Jane~~The ~~Goodall~~Company towill ~~explore~~be ~~and~~required ~~promote~~to ~~the~~perform ~~preservation~~an annual assessment of ~~the~~its ~~North~~ability to ~~American~~continue ~~Cougar.~~as ~~After~~a ~~his~~going ~~retirement,~~concern ~~Blessley~~when ~~returned to~~this ~~his~~standard ~~architectural~~becomes ~~roots~~effective ~~and~~on ~~now~~January ~~works~~1, as2017. aThe ~~contact~~Company’s ~~source~~adoption of inthis ~~alternative~~guidance ~~building~~did ~~and~~not ~~solar~~have ~~powered~~a ~~technology,~~material ~~consulting~~ impact on ~~projects~~the ~~using~~Company’s ~~ecologically~~consolidated ~~sound~~financial ~~materials~~statements.

~~Certain~~In April ~~Significant~~2015, ~~Employee~~FASB issued ASU 2015-03, simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance on January 1, 2015 did not have a material impact on the Company’s consolidated financial statements.

~~Bryan Harpole has worked in~~In ~~the~~November ~~television~~2015, ~~production/operations industry for over 20 years. From~~ the ~~creation~~FASB ofissued ~~studio~~ASU ~~and documentary~~2015-~~style productions to the management and technical maintenance of production facilities~~17, ~~Bryan~~Income ~~brings~~Taxes a(Topic ~~uniquely~~740): ~~broad~~Balance ~~set~~Sheet Classification of ~~skills~~Deferred ~~to the Ubiquity Studios Team~~Taxes. ~~Bryan~~The ~~graduated with a BS degree from East Carolina University~~ amendments in ~~1994.~~this ~~After~~update asimplify ~~career~~the presentation of ~~playing~~deferred ~~professional~~taxes ~~soccer, he~~by ~~immediately~~requiring ~~went~~deferred totax ~~work~~assets inand ~~freelance~~liabilities ~~television~~be ~~production.~~classified ~~From January 1995 to August 2006, Harpole worked with numerous networks such~~ as ~~ESPN, NBC Sports, Fox Sports, Turner Sports, Comcast Sports net, etc. working~~ noncurrent on ~~Live Television Production trucks all over~~ the ~~country~~balance sheet. ~~His~~These ~~talents~~amendments ~~included~~may ~~Camera~~be ~~Operator,~~applied ~~EVS~~either ~~Operator,~~prospectively ~~Graphics,~~to ~~Producer,~~all ~~Director~~deferred ~~and~~tax ~~Technical~~liabilities ~~Manager for numerous Sporting Events~~ and ~~Concerts~~assets ~~while~~or ~~also maintaining events and technical maintenance at the Verizon Center from January~~retrospectively ~~1996~~ to ~~August~~all ~~2006~~periods aspresented. ~~Technical~~The ~~Production~~amendments ~~Manager~~are ineffective ~~Washington,~~for ~~DC.~~financial ~~Bryan~~statements ~~was~~issued ~~able~~for toannual ~~take~~periods ~~part~~beginning inafter ~~major events such as the~~December ~~Summer Olympics~~15, ~~FIFA World Cup~~2016, ~~NHL~~and ~~Stanley~~interim ~~Cup~~periods ~~Finals,~~within ~~WNBA~~those ~~Finals~~annual ~~and NBA Finals~~periods. ~~From~~Earlier ~~August~~application ~~2006~~is topermitted ~~April~~for ~~2009,~~all ~~Bryan~~entities ~~accepted a~~as ~~position~~of ~~with~~the ~~Discovery Communications located in Silver Spring, Maryland where he was named Technical Manager, Live Events~~beginning ~~and Studio Production for all~~ of ~~Discovery~~an ~~Communications~~interim 11or ~~major~~annual ~~networks~~reporting period. ~~While~~The atguidance ~~Discovery,~~is ~~Bryan~~not ~~was~~expected ~~able~~ to ~~oversee~~have ~~50-60 Live Events~~ a ~~year,~~material ~~which~~impact ~~took~~on ~~him not only all over~~ the ~~country~~Company’s ~~but~~consolidated financial ~~all over the world~~statements. ~~From~~The ~~May~~Company’s ~~2009~~adoption ~~to February 2011, Bryan was asked to oversee the new build out~~ of ~~the~~this ~~ESPN~~guidance ~~Los~~did ~~Angeles~~not ~~Production~~have ~~Center~~a ~~located at L.A. Live. As Manager of Production~~material ~~Operations,~~impact ~~Bryan~~on ~~was~~the ~~able~~Company’s toconsolidated ~~oversee~~financial ~~operations and support for Sports Center, Studio Operations, Live Remotes and Special Events as related to ESPN.~~statements

~~Involvement~~In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on the balance sheet but recognize expense on the income statement in ~~Certain~~a ~~Legal~~manner ~~Proceedings~~similar to current accounting. For lessors, ASU 2016-02 also modifies the classification criteria and the accounting for sales-type and direct financing leases. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements and is effective in the first quarter of 2019. Early adoption of ASU 2016-02 is permitted; however the Company plans to adopt the standard in the first quarter of 2019. The Company is evaluating the impact of ASU 2016-02.

~~To the best of our knowledge, none of our directors or executive officers has, during the past ten years:~~43

·The following ~~been~~standards ~~convicted~~were effective for and adopted by the Company in a2017. ~~criminal~~The ~~proceeding~~adoption orof ~~been~~these ~~subject~~standards todid not have a ~~pending~~material impact ~~criminal~~on ~~proceeding~~the ~~(excluding~~Company’s ~~traffic~~consolidated ~~violations~~financial ~~and~~position, ~~other~~results ~~minor~~of ~~offenses);~~operations or cash flows:

·Update 2017-04—Intangibles—Goodwill ~~had~~and ~~any~~Other ~~bankruptcy~~(Topic ~~petition~~350): ~~filed~~Simplifying ~~by or against~~ the ~~business~~Test orfor ~~property~~Goodwill ofImpairment the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

·A public ~~been~~business ~~subject~~entity tothat ~~any~~is ~~order,~~an ~~judgment,~~SEC orfiler ~~decree,~~should ~~not~~adopt ~~subsequently~~the ~~reversed,~~amendments ~~suspended~~in orthis ~~vacated,~~Update offor its annual or any ~~court~~interim ofgoodwill impairment ~~competent~~tests ~~jurisdiction~~in orfiscal ~~federal~~years orbeginning ~~state~~after ~~authority~~December 15, ~~permanently~~2019.A orpublic ~~temporarily~~business ~~enjoining,~~entity ~~barring,~~that ~~suspending~~is ornot ~~otherwise~~an ~~limiting,~~SEC ~~his~~filer ~~involvement~~should adopt the amendments in this Update for its annual or any ~~type~~interim ofgoodwill ~~business,~~impairment ~~securities,~~tests ~~futures,~~in ~~commodities,~~fiscal ~~investment,~~years ~~banking~~beginning after December 15, ~~savings~~2020. ~~and~~All ~~loan~~other entities, orincluding ~~insurance~~not-for-profit ~~activities~~entities, that are adopting the amendments in this Update should do so Early adoption is permitted for interim or toannual begoodwill ~~associated~~impairment ~~with~~tests ~~persons~~performed ~~engaged~~on intesting ~~any~~dates ~~such~~after ~~activity;~~January 1, 2017. The Company is evaluating the impact of ASU 2017-04.

·Update 2017-09—Compensation—Stock ~~been~~Compensation ~~found~~(Topic by718): aScope ~~court~~ of ~~competent~~Modification jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;Accounting

21Effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The Company is evaluating the impact of ASU 2017-09.

·Update 2017-01—Business ~~been~~Combinations ~~the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated~~ (~~not~~Topic ~~including any settlement of a civil proceeding among private litigants~~805),: ~~relating~~Clarifying tothe anDefinition ~~alleged violation~~ of ~~any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to,~~ a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; orBusiness

·Public business ~~been~~entities ~~the~~should ~~subject~~apply ~~of,~~the oramendments ain ~~party~~this Update to, ~~any~~annual ~~sanction~~periods orbeginning ~~order,~~after ~~not~~December ~~subsequently reversed~~15, ~~suspended or vacated~~2017, ofincluding ~~any~~interim periods ~~self-regulatory~~within ~~organization~~those ~~(as~~periods. ~~defined~~The inCompany ~~Section~~is ~~3(a)(26)~~evaluating of the ~~Exchange~~impact ~~Act), any registered entity (as defined in Section 1(a)(29)~~ of ~~the~~ASU ~~Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member~~2017-14.

~~Except as set forth in our discussion~~Update ~~below~~2016-17—Consolidation in(Topic ~~“Certain~~810): ~~Relationships~~Interests ~~and~~Held through Related ~~Transactions,”~~Parties ~~none~~That ofAre ~~our~~under ~~directors~~Common or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.Control

~~Term~~The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of ~~Office~~the beginning of the fiscal year that includes that interim period. The Company’s adoption of this guidance did not have a material impact on the Company’s consolidated financial statements

~~Our~~Update 2016-09—Compensation—Stock ~~directors~~Compensation ~~are~~(Topic ~~appointed~~718): ~~for~~Improvements ~~a one-year term~~ to ~~hold~~Employee ~~office~~Share-Based ~~until~~Payment the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.Accounting

~~Code~~For public business entities, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of ~~Ethics~~the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company’s adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

~~We have adopted a code of ethics as of~~Update ~~April~~2016-07—Investments—Equity 4,Method ~~2008 that applies to our principal executive officer, principal financial officer,~~ and ~~principal~~Joint ~~accounting~~Ventures ~~officer~~(Topic ~~as well~~323): asSimplifying ~~our~~the ~~employees. Our~~Transition ~~standards are in writing and are~~ to bethe ~~posted~~Equity ~~on our website at a future time. The following~~Method ~~is a summation~~ of ~~the key points of the Code of Ethics we adopted:~~Accounting

·Effective for ~~Honest~~all ~~and~~entities ~~ethical~~for ~~conduct~~fiscal years, ~~including ethical handling of actual or apparent conflicts of interest between personal~~ and ~~professional~~interim ~~relationships;~~periods ·within ~~Full,~~those ~~fair,~~fiscal ~~accurate~~years, ~~timely,~~beginning ~~and~~after ~~understandable~~December ~~disclosure~~15, ~~reports~~2016. ~~and~~The ~~documents~~amendments should ~~that~~be aapplied ~~small~~prospectively ~~business~~upon ~~issuer~~their ~~files~~effective ~~with,~~date orto ~~submits~~increases ~~to,~~in the ~~Commission~~level ~~and~~of inownership ~~other~~interest ~~public~~or ~~communications~~degree ~~made~~of byinfluence that ~~our~~result ~~Company;~~in ·the ~~Full~~adoption ~~compliance~~of ~~with~~the ~~applicable~~equity ~~government~~method. ~~laws,~~Earlier ~~rules~~application ~~and~~is ~~regulations;~~permitted. · The ~~prompt~~Company’s ~~internal~~adoption ~~reporting~~ of ~~violations~~this ofguidance did ~~the~~not ~~code~~have toa anmaterial ~~appropriate~~impact ~~person~~on ~~or persons identified in~~ the ~~code;~~Company’s ~~and~~consolidated ·financial ~~Accountability for adherence to the code~~statements.

~~Corporate~~Plan of ~~Governance~~Operations

The Company manages its business ~~and~~under ~~affairs~~one operating segment which is based on a number of ~~the~~its products and services offered. The Company has determined that its products, services, and platforms include Sprocket, Video Intelligence, and Digital Content ~~are~~Production. ~~managed~~The ~~under~~Company expects the ~~direction~~nature and location of its customers in the ~~Board~~America’s, ofCanada, ~~Directors~~Europe, (Japan and Asia Pacific including Australia.. The Company is committed to bringing the ~~“Board”)~~best user experience to its customers through its innovative products and services. ~~Chris~~The ~~Carmichael,~~Company’s ~~Connie~~business ~~Jordan,~~strategy ~~Nicholas~~leverages its unique ability to design and develop its own platform, ~~Mitsakos~~software application, ~~Webb~~and ~~Blessley,~~services ~~are~~to ~~the~~provide ~~current~~its ~~members~~customers new products and solutions with superior ease-of-use, ~~the~~seamless ~~Board~~integration, and innovative design.

~~Family Relationships~~Reportable Segment

~~Except~~We operate as ~~disclosed~~a ~~below,~~single ~~there~~reportable ~~are~~segment ~~no family~~in ~~relationships~~developing, ~~among~~marketing, ~~any~~selling, ofand distributing our ~~officers~~products orand ~~directors~~services.

22For segment reporting purposes, we aggregate all of our operations. We base this aggregation on similar economic characteristics; products and services; production processes; types or classes of customers; distribution methods; and the similar nature of the regulatory environment in each location. At the time we have international sales we will aggregate international operations with our United States operations to form one reportable segment.

~~Our~~As of ~~Chief~~December ~~Executive Officer and Co-Chairman~~31, ~~Christopher~~ ~~Carmichael~~2015, isthe ~~married~~Company tohas ~~our~~taken ~~Senior~~the ~~Executive~~following ~~Vice~~steps ~~President~~to ofimplement ~~Intellectual~~our ~~Property~~business ~~and Transmedia Connie Jordan.~~plan:

~~Section~~● 16Continued to develop Intellectual Property around the Company’s products and services ● Beta Tested the Sprocket Minimum Viable Product (a“MVP”) ~~Beneficial~~● ~~Ownership~~Developed ~~Reporting~~a ~~Compliance~~new corporate website for launch with the Company’s core products ● Developed the Sprocket and other related applications in Augmented, Virtual, and Mixed Reality

~~Under Section 16(a) of the Exchange Act,~~Results ~~our directors and certain~~ of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission. Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of December 31, 2014, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements.Operations

~~Item~~Comparison for ~~11.~~the ~~Executive~~year ~~Compensation.~~ended December 31, 2015 and December 31, 2014

~~Summary Compensation Table~~Net Revenue

~~The~~Net revenue ~~following~~was ~~sets~~$44,550 ~~forth~~and ~~information~~$67,835 ~~with respect~~for to the ~~compensation~~years ~~awarded~~ended orDecember ~~paid~~31, to2015 ~~Christopher~~and ~~Carmichael~~2014, ~~our~~respectively. ~~Chief~~There ~~Executive~~was ~~Officer~~a ~~and~~decrease ~~Co-Chairman,~~in ~~and~~net ~~Connie~~revenue ~~Jordan~~of $23,285. ~~our~~The ~~newly~~decrease ~~appointed~~primarily ~~Senior~~relates ~~Executive~~to ~~Vice~~a ~~President~~decrease ofin ~~Intellectual~~production ~~Property~~related ~~and~~revenue ~~Transmedia,~~of ~~Brenden~~approximately ~~Garrison~~$23,000. ~~our~~The ~~newly~~inconsistency ~~appointed~~in ~~Chief~~our ~~Financial~~revenues ~~Officer,~~is ~~and~~related ~~Bryan~~to ~~Harpole,~~event adriven ~~significant~~nature ~~employee,~~of ~~for~~our ~~all~~revenue. ~~services~~Going ~~rendered~~forward inmanagement ~~all~~anticipates ~~capacities~~earning torevenue usfrom a variety of new sources through its products and ~~our~~services; ~~subsidiaries.~~however, ~~The~~until ~~aforementioned~~a ~~executive~~product ~~officers~~and/ ~~are~~or ~~referred~~patent license agreement is secured to asdriving ~~the~~a ~~“named~~consistent ~~executive~~revenue ~~officers”~~stream, ~~throughout this~~management ~~Report~~expects inconsistency in its revenue on a go forward basis.

The discussion below pertains to compensation awarded or paid by Ubiquity to Mr. Christopher Carmichael, Ms. Connie Jordan, Brenden Garrison, and Bryan Harpole with respect to Ubiquity's years ended December 31, 2014 and 2013.44

												Non-Qualified
										Non-Equity		Deferred
Name and Principal						Stock		Option		Incentive Plan		Compensation		All Other
Position	Year	Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
		($)		($)		($)		($) (C)		($)		($)		($)		($)
Christopher Carmichael, (A)	2014	$	539,400	$	403,009	$	-	$	790,844	$	-	$	-	$	5,344		1,738,597
President, Chief Executive Officer	2013		842,196		-		-		3,743,521		-		-		-		4,585,717
Connie Jordan, (B)	2014		264,400		120,943		-		143,816		-		-		5,957		414,173
Senior Executive Vice President of	2013		250,774						1,655,907		-		-		-		1,906,681
Intellectual Property and
Transmedia
Brenden Garrison	2014		225,000		-		-		47,514		-		-		-		272,514
Chief Financial Officer	2013		198,375		-		-		121,598		-		-		-		319,973
Certain Significant Employee -	2014		150,000		-		-		47,514		-		-		-		197,514
Bryan Harpole	2013		150,000		-		-		121,598		-		-		-		271,598

Total Cost of Sales

~~(A)~~Cost of Assales ofwas $9,068 and $180,047 for the years ended December 31, 2015 and 2014, ~~Christopher~~respectively. ~~Carmichael~~The ~~was~~decrease ~~due~~is primarily attributable ~~$1,274,852~~to ina ~~compensation~~lower ~~related~~base tolevel ~~salaries~~of ~~and~~fixed ~~bonuses~~costs ~~earned~~regardless ~~during~~of the ~~years~~amount ~~ended~~of ~~December~~revenues ~~31,~~generated. ~~2014~~These ~~and~~fixed ~~2013.~~costs ~~Subsequent~~decreased during 2015 due to ~~December~~the ~~31,~~decrease ~~2014~~in personnel, ~~Christopher~~and ~~Carmichael~~the ~~received~~outsourcing ~~options~~of toproduction ~~purchase~~staff. ~~2,561,856~~Moving ~~shares~~forward Ubiquity’s fixed cost of ~~common~~sales ~~stock~~should remain ~~with~~fairly anconsistent ~~exercise~~for ~~price of~~Studio $0and production services.~~485~~ ~~per~~Once ~~share~~a inLicensing ~~exchange~~agreement ~~for~~is ~~$1.0~~secured ~~million~~there will be an increased cost of sales related to the ~~accrued~~securing ~~salaries~~and closing of such licensing deal(s), and ~~bonuses~~a decrease to impairment charge on intangibles, which resulted in lower amortization expense.

~~(B) As of December 31, 2014, Connie Jordan was due $48,458 in~~Gross ~~compensation, related to salaries and bonuses earned during the years ended December 31, 2014 and 2013.~~profit

Gross profit was $35,482 compared to a gross loss of $(C112,212) ~~See~~for ~~Note~~the 9years ~~for~~ended ~~valuation~~December ~~techniques~~31, ~~related~~2015 toand ~~the~~2014, ~~issuance~~respectively. ofThis ~~stock~~change ~~options~~is primarily attributable to a decrease in production related staff and outsourcing studio staff by contract.

23Operating Expenses

~~Outstanding~~Operating ~~Equity~~expenses ~~Awards~~were $21,460,326 atand ~~Fiscal~~$24,471,256 ~~Year~~for the years ended December 31, 2015 and 2014 respectively. The primary difference was the reduction of travel related expenses cut down by the use of video and Skype conferencing and the lower amount of stock-~~End~~based ~~Table~~compensation which was reduced from $14,101,821 in 2014 to $4,401,295 in the year ended December 31, 2015

~~At December 31, 2014 the Company the following~~Net ~~outstanding equity awards.~~Loss

Net Loss was ($36,747,299) and ($24,696,241) for the years ended December 31, 2015 and 2014, respectively. This increase in the loss ~~OUTSTANDING~~is ~~EQUITY~~primarily ~~AWARDS~~attributable ATto ~~FISCAL~~interest ~~YEAR~~expense of ($4,682,585),the change in Fair Market Value of the derivative liabilities ($4,713,824), the loss on impairment of ($5,422,055) for a total of ($15,322,455) in 2015, compared to ($112,773) in 2014, and a ($7,700,000) loss on a default relating to a legal dispute an increase of ($12,051,058) or approximately 48%,. These charges are a result of the convertible debt being remeasured at fair value for carrying purposed 36,485,669).

				OPTION AWARDS									STOCK AWARDS
						Equity							Market		Equity		Equity
						Incentive Plan					Number		Value of		Incentive Plan		Incentive Plan
						Awards:					of Shares		Shares or		Awards:		Awards: Market
		Number of		Number of		Number of					or Units		Units of		Number of		or Payout Value
		Securities		Securities		Securities					of Stock		Stock		Unearned		of Unearned
		Underlying		Underlying		Underlying					That		That		Shares, Units		Shares, Units or
		Unexercised		Unexercised		Unexercised		Option		Option	Have Not		Have Not		or Other		Other Rights
		Options (#)		Options (#)		Unearned		Exercise		Expiration	Vested		Vested		Rights That		That Have Not
Name	Date Granted	Exercisable		Unexercisable		Options (#)		Price ($)		Date	(#)		($)		Have Not		Vested (#)
Christopher Carmichael	12/31/2014		300,000		-		-	$	0.68	12/31/2019		-		-		-		-
	12/31/2014		223,760		-		-	$	0.68	12/31/2019		-		-		-		-
	12/18/2014		-		250,000		-	$	0.87	12/18/2019		-		-		-		-
	5/8/2014		51,147		-		-	$	4.07	5/8/2019		-		-		-		-
	12/31/2013		85,714		-		-	$	8.75	12/31/2018		-		-		-		-
	12/20/2013		521,663		-		-	$	14.00	12/20/2018		-		-		-		-
	12/20/2013		285,714		-		-	$	8.19	12/20/2018		-		-		-		-
Connie Jordan	12/31/2014		200,000		-		-	$	0.68	12/31/2019		-		-		-		-
	12/18/2014		-		250,000		-	$	0.87	12/18/2019		-		-		-		-
	12/31/2013		57,143		-		-	$	8.75	12/31/2018		-		-		-		-
	12/20/2013		285,714		-		-	$	8.19	12/20/2018		-		-		-		-
Brenden Garrison	12/31/2014		75,000		-		-	$	0.68	12/31/2019		-		-		-		-
	12/31/2013		21,429		-		-	$	8.75	12/31/2018		-		-		-		-
Bryan Harpole	12/31/2014		75,000		-		-	$	0.68	12/31/2019		-		-		-		-
	12/31/2013		21,429		-		-	$	8.75	12/31/2018		-		-		-		-

Liquidity and Capital Resources

24At December 31, 2015, we had cash and cash equivalents of $193,839 as compared to $102,286 as of December 31, 2014, representing an increase of $91,553.

~~Employment~~Cash used ~~Agreements~~in operating activities decreased to (5,618,140) for the year ended December 31, 2015 compared to ($7,832,222) for the year ended December 31, 2014. The differences from the year ended December 31, 2015 from the year ended December 31, 214 were stock-based compensation which was reduced from $14,101,821 in 2014 to $4,401,295 in the year ended December 31, 2015, a loss on the fair market value of derivatives in the amount of $4,713,824 in 2015 as compared to zero in 2014, amortization of debt discount in the amount 2,428,933 in 015 as compared to $881 in 2014, and a loss on impairment of assets of $5,422,055 in 2015 as compared to zero in 2014.

~~On June 4, 2013, the Company entered into~~Cash anused ~~employment~~in ~~agreement~~investing ~~with~~activities ~~Christopher~~decreased ~~Carmichael, the Company’s Chief Executive Officer,~~ to ~~perform~~for the ~~services~~year ~~and duties~~ended ~~that~~December ~~are~~31, ~~normally~~2015 ~~and customarily associated with this position as well as other associated duties as our Board reasonably determine~~ (~~the “Carmichael Agreement”~~$311,482). ~~The~~compared ~~effective~~to ~~date of the Carmichael Agreement is July 1~~($634,221) ~~2013~~for ~~and has a five~~the ~~(5)~~ year ~~term.~~ended ~~The~~December ~~Carmichael Agreement calls for an initial base salary of $420~~31,~~000~~ ~~payable in equal semi-monthly installments in accordance with the Company’s usual practice~~2014. The ~~Carmichael~~primary ~~Agreement~~difference ~~also~~from ~~calls~~2014 ~~for~~relates anto ~~annual~~significant ~~bonus~~expenditures ~~that~~related ~~is equal~~ to ~~two~~ ~~and~~the ~~one half percent (2.5%)~~ development of ~~the~~our ~~pretax~~product ~~gross revenue~~lines, apatent ~~three~~and ~~percent~~trademark ~~(3%)~~costs, ~~override of gross license fees derived from the company’s products~~ and ~~services~~loans ~~and~~made ~~five~~to ~~percent~~related ~~(5%)~~parties. ~~success~~Loans ~~fee~~to ofrelated ~~the~~parties ~~gross~~during ~~private~~2015 ~~placement capital contributions~~were ~~received by the company~~712,018 ~~and~~of adeveloping ~~three~~various ~~percent~~products ~~(3%)~~in ~~override~~which ofwe ~~the~~hold ~~gross~~licensing ~~book~~agreements. ~~value~~The ~~derived~~loans ~~from~~were ~~all~~expected ~~cashless~~to ~~transactions~~be ofrepaid ~~the~~through ~~Company.~~future ~~Moreover,~~licensing ~~the~~and ~~Carmichael~~royalty ~~Agreement~~revenues ~~calls~~generated ~~for~~by ~~the~~Sponsor ~~grant of an option to purchase 300~~Me,~~000~~ ~~shares of the Company~~Inc.’s ~~common~~ ~~stock~~products. atEffective anMarch ~~exercise~~31, ~~price~~2015, ofwe ~~$2.50~~merged ~~per~~with Sponsor ~~share. As further compensation~~Me, MrInc.; ~~Carmichael~~see isthe ~~awarded~~notes ~~twenty~~to ~~percent of all gross revenues associated with~~ the ~~project~~financial ~~known~~statements asfor ~~“106~~additional ~~Yards”~~information.

OnCash provided ~~March~~by ~~15,~~financing ~~2012,~~activities ~~the~~decreased ~~Company~~to ~~renewed an~~6,021,175 ~~employment~~for ~~agreement~~the ~~with~~year ~~Connie~~ended ~~Jordan~~December 31, ~~the~~2015, ~~Company’s~~as ~~Senior~~compared ~~Executive~~to ~~Vice~~net ~~President~~cash provided of ~~Intellectual Property and Transmedia~~$8, to494,429 ~~perform~~for the ~~services~~year ~~and~~ended ~~duties~~December ~~that~~31, ~~are~~2014. ~~normally~~Cash ~~and~~from ~~customarily~~financing ~~associated~~activities ~~with~~decreased ~~this~~due ~~position~~to asan ~~well~~decrease asin ~~other associated duties as our Board reasonably determine (~~the ~~“Jordan~~sale ~~Agreement”).~~of common ~~The~~stock ~~effective date~~ of ~~the~~approximately ~~Jordan Agreement is March 15~~$4,770,147 ~~2012~~during ~~and~~2015 ~~has~~compared ato ~~three~~2014 ~~(3)~~and ~~year~~due ~~term.~~to ~~The~~proceeds ~~Jordan~~from ~~Agreement~~convertible ~~calls~~notes ~~for~~payable ~~an initial base salary~~ of $~~198~~2,~~000 payable in equal semi-monthly~~168,475 ~~installments~~ in ~~accordance with the Company’s usual practice~~2015. The ~~Jordan~~Company ~~Agreement~~is ~~also~~still ~~calls~~dependent ~~for~~upon anfinancing ~~annual bonus that is equal~~ to ~~one~~fund ~~percent~~operations. ~~(1%)~~In ofaddition, ~~the~~we ~~pretax~~have ~~gross~~become ~~revenue~~dependent ~~and~~upon ~~one~~the ~~and one half percent (1.5%)~~ issuance of ~~the~~convertible ~~net~~notes ~~capital~~payable ~~contributions~~as ~~received by~~our ~~the~~stock ~~Company~~price ~~from~~has ~~strategic~~decreased ~~partners.~~significantly ~~Moreover,~~during the ~~Jordan~~year ~~Agreement~~which ~~calls~~has ~~for~~limited ~~the~~our ~~grant~~ability ~~of an option~~ to ~~purchase 200,000 shares~~sell oflarge ~~the~~cash ~~Company’s~~subscriptions ~~common~~of stock at anprices ~~exercise~~significantly ~~price~~lower ofthan $2market.~~50 per share.~~

~~On August 15, 2013, the Company entered~~Current ~~into~~cash anand ~~employment~~cash ~~agreement~~equivalents ~~with~~will ~~Brenden~~not ~~Garrison,~~be ~~the~~sufficient ~~Company’s Chief Financial Officer,~~ to ~~perform~~meet ~~the~~working ~~services~~capital ~~and~~needs ~~duties that~~over ~~are normally and customarily associated with this position as well as other associated duties as our Board reasonably determine (~~the ~~“Garrison~~next ~~Agreement”).~~12 ~~The Garrison Agreement calls for an initial base salary of $150,000 payable in equal semi-monthly installments in accordance with the Company’s usual practice~~months. ~~The Garrison Agreement also calls for an annual bonus in the form of stock options to purchase 75,000 shares at an exercise price of $4.00.~~

~~On January 1, 2012, as amended on August 1, 2013, the Company entered into an employment agreement with Bryan Harpole (the “Harpole Agreement”) to be employed as the Company~~Management’s ~~general studio manager on an at will basis. Mr. Harpole will receive an annual salary of $150,000 and eligible~~ ~~for~~plans ~~certain~~regarding ~~bonuses~~this ~~including~~expected andeficiency ~~annual~~are ~~bonus~~noted ~~in the form of stock options to purchase 75,000 shares at an exercise price of $4~~below.~~00.~~

The foregoing descriptions of the terms of the Carmichael Agreement, Jordan Agreement, Garrison Agreement, and Harpole Agreement do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements filed as Exhibits 10.1 10.2, 10.3, and 10.4, respectively and are incorporated by reference herein.45

25Managements’ Plans / Going Concern

~~Directors~~The accompanying ~~Retention~~consolidated ~~Agreement~~financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has negative working capital, has incurred operating losses each of the past two years, and has not yet produced sufficient revenues to cover the cost of operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

~~Effective~~The Company ~~July~~is 1currently in various negotiations for the licensing of their Sprocket platform, ~~2014~~however, we ~~revised~~no formal terms have been ~~our~~agreed ~~policy~~upon. To date, revenues from licensing agreements have not been sufficient to fund operations. The Company estimates that approximately $10 million in capital will be needed to fund operations for ~~providing~~the ~~compensation~~next 12 months. Thus, until the Company can generate sufficient cash flows to ~~members~~fund ofoperations, the ~~board~~Company ofis ~~directors~~dependent on raising additional capital through debt and/or equity transactions. In ~~Each~~addition, ~~independent~~the ~~board~~Company ~~member~~may ~~receives~~have anto ~~annual~~renegotiate ~~fee~~current convertible debt obligations, reduce certain overhead costs through the ~~off~~deferral ~~$25~~of salaries and other means,~~000~~ ~~payable~~defer ~~annually~~costs related to the development of their technologies, and ~~additional~~settle ~~compensation~~liabilities ~~annually~~through negotiation. ~~ranging~~Currently, ~~from~~the $5Company does not have any commitments or assurances for additional capital,~~000~~ -other ~~$10~~than disclosed below,~~000~~ nor ~~depending~~can the Company provide assurance that such financing will be available to it on ~~the~~favorable ~~board~~terms, ~~members~~or at all. If, after utilizing ~~participation~~the inexisting sources of capital available to the Company's, ~~various~~further ~~committees.~~capital Inneeds ~~addition~~are identified and the Company is not successful in obtaining the financing, ~~effective~~it ~~July~~may 1be forced to curtail its existing or planned future operations as discussed above. Subsequent to year end and through June 12, ~~2014~~2017, the Company ~~officers~~received ~~who~~proceeds ~~also~~of ~~reside~~$4,775,743 on from the ~~board~~issuance of ~~directors~~79,191,448 shares docommon stock and did not ~~receive~~raise ~~compensation~~any funds through convertible notes payable.

~~2014~~The ~~DIRECTOR~~ability ~~COMPENSATION~~of ~~TABLE~~the Company to continue as a going concern is dependent upon the Company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management’s plan will be successful.

										Non-Qualified
								Non-Equity		Deferred
		Fees Earned or		Stock		Option		Incentive Plan		Compensation		All Other
Name	Year	Paid in Cash		Awards		Awards		Compensation		Earnings		Compensation		Totals
		($)		($)		($) (C)		($)		($)		($)		($)
Christopher Carmichael	2014	$	-	$	-	$	17,112	$	-	$	-	$	-	$	17,112
Co-Chairman
Connie Jordan	2014		-		-		17,112		-		-		-		17,112
Nick Mitsakos (A)	2014		17,500		-		17,112		-		-		300,000		334,612
Co-Chairman
Webb Blessley	2014		15,000		-		17,112		-		-		-		32,112
James Nelson (B)	2014		-		-		2,369,766		-		-		-		2,369,766

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

~~(A) On March 22, 2013, the Company entered~~Not ~~into~~required aunder CoRegulation S-~~Chairman~~K of the Board of Directors Retention Agreement with, Nick Mitsakos to perform the services and duties that are normally and customarily associated with this position as well as other associated duties as our Board reasonably determine in exchange for ~~250,000~~“smaller ~~shares~~reporting ~~of Company stock that were awarded upon execution of the agreement~~companies. The agreement was amended on December 31, 2013 whereby Mr. Mitsakos would receive a flat monthly rate of $25,000 per month in addition to his stock award. As of December 31, 2014, amounts due to Mr. Mitsakos included within the table above were $167,500.”

~~(B) James Nelson resigned from the Board of Directors in June 2014.~~46

~~(C)~~Item 8. ~~See~~Financial ~~Note~~Statements 9and ~~for~~Supplementary ~~valuation techniques related to the issuance of stock options~~Data.

~~Item 12~~UBIQUITY, INC. ~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~

~~The following table sets forth certain information regarding our shares of common stock beneficially owned as of April 10, 2015 for~~ (~~i) each stockholder known to be~~FORMERLY ~~the~~UBIQUITY ~~beneficial~~BROADCASTING ~~owner of 5% or more of our outstanding shares of common stock, (ii~~CORPORATION) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

26CONSOLIDATED FINANCIAL STATEMENTS

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days as of April 10, 2015. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the Closing Date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.CONTENTS

Unless otherwise specified, the address of each of the persons set forth below is in care of Ubiquity, Inc., 9801 Research Drive, Irvine CA 92618.

	PAGE

Report of Independent Registered Public Accounting Firms	F-1

Consolidated Balance Sheets as of December 31, 2015 and 2014	F-3

Consolidated Statements of Operations for the years ended December 31, 2015 and 2014	F-4

Consolidated Statement of Stockholders’ Equity(Deficit) for the years ended December 31, 2015 and 2014	F-5

Consolidated Statements of Cash Flows for the years December 31, 2015 and 2014	F-6

Notes to the Consolidated Financial Statements	F-7

		Amount and Nature of		Percentage
Name and Address of Beneficial Owner	Title of Class	Beneficial Ownership		of Class(3)
Executive Officers and Directors
Christopher Carmichael(1)(4)	Common Stock		23,278,744		18.02	%
Brenden Garrison(5)	Common Stock		1,001,826		0.78	%
Nicholas Mitsakos	Common Stock		1,142,868		0.88	%
Connie Jordan(1)(2)(6)	Common Stock		9,406,105		7.28	%
Webb Blessley	Common Stock		1,224,484		0.95	%
Directors and executive officers as a group (5 persons)	Common Stock		36,054,027		27.91	%
Other 5% Holders:
Silent Light LLC	Common Stock		5,371,429		4.16	%
Harold A. Havekotte	Common Stock		6,628,338		5.13	%

~~(1) Christopher Carmichael and Connie Jordan are the beneficial owners~~ Report of ~~2,371,429~~Independent ~~shares~~Registered ~~and~~Public ~~2,371,429~~Accounting shares, respectively, which are owned by Silent Light LLC, making Christopher Carmichael and Connie Jordan individual owners of 44.15% of the Silent Light Stock or 88.30% in aggregate giving them the voting power over said shares.Firms

~~(2)~~The Shareholders ~~6,720,000~~and ~~shares~~Board ~~are~~of ~~held~~Directors ~~by an irrevocable trust.~~of

~~(3) Based on 129~~Ubiquity,~~172,224 shares issued and outstanding as of April 10, 2015~~ Inc.

~~(4)~~We have ~~Chris~~audited ~~Carmichael~~the ~~has~~accompanying ~~13,517,461~~consolidated inbalance ~~common~~sheet ~~shares~~of ~~in his name~~Ubiquity, ~~2,371,429~~Inc. ~~shares~~and asits asubsidiaries ~~beneficial~~(the ~~ownership~~“Company”) inas of ~~Silent~~December ~~Light~~31, ~~LLC~~2015, ~~3,360,000~~and ~~shares~~the asrelated ~~beneficial~~consolidated ~~ownership~~statements inof ~~a trust~~operations, ~~and~~stockholders’ 4deficit,~~029,854~~ inand ~~options~~cash toflows ~~purchase~~for ~~common~~the year ~~stock~~then ~~consisting~~ended. ofThese ~~2,561,856~~consolidated infinancial astatements ~~subsequent~~are ~~event~~the ~~with~~responsibility anof ~~exercise~~the ~~price~~Company’s ~~of $0~~management.~~485~~ ~~per~~Our ~~share~~responsibility is into ~~exchange~~express ~~for~~an ~~$1.0~~opinion ~~million~~on ofthese ~~the~~consolidated ~~accrued~~financial ~~salaries~~statements ~~and~~based ~~bonuses~~on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (5United States). ~~Brenden~~Those ~~Garrison~~standards require ~~has~~that ~~848,254~~we inplan ~~common~~and ~~shares~~perform inthe ~~his~~audit ~~name~~to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, 57on a test basis,~~143~~ ~~shares~~evidence assupporting ~~beneficial~~the ~~ownership~~amounts and disclosures in anthe ~~LLC,~~consolidated financial statements. An audit also includes assessing the accounting principles used and 96significant estimates made by management,~~429~~ ~~options~~as towell ~~purchase~~as toevaluating ~~common~~the ~~shares~~overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~(6)~~In our ~~Connie~~opinion, ~~Jordan~~the ~~has~~consolidated ~~3,051,429~~financial ~~common~~statements ~~shares~~referred into ~~her~~above ~~name~~present fairly, 2in all material respects,~~371,429~~ ~~shares~~the asfinancial aposition of ~~beneficial~~the ~~ownership~~Company inas ~~Silent~~of ~~Light,~~December ~~LLC~~31, 32015,~~360,000~~ ~~shares~~and asthe ~~beneficial~~results ~~ownership~~of inits aoperations ~~trust,~~and ~~80,390~~its ~~shares~~cash asflows ~~beneficial~~for ~~ownership~~the year then ended, in anconformity with ~~LLC~~accounting ~~and~~principles ~~542,857~~generally accepted in ~~options~~the toUnited ~~purchase~~States ~~common~~of ~~stock~~America.

~~Item~~The accompanying 13consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As ~~Certain~~discussed ~~Relationships~~in ~~and~~Note ~~Related~~12 ~~Transactions~~to the consolidated financial statements, the Company has negative working capital, has incurred losses from operations for each of the past two years and ~~Director~~has ~~Independence~~not yet produced continuing revenues from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Notes 12 and 13. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Transactions~~/s/ ~~with~~HALL ~~Related~~& ~~Persons~~COMPANY HALL & COMPANY Certified Public Accountants and Consultants Irvine, CA June 23,2017

~~Loans Payable~~ F- ~~Related Parties~~1

~~The Carmichael Family has personally guaranteed~~REPORT ~~two~~OF ~~Company~~INDEPENDENT ~~credit~~REGISTERED ~~cards~~PUBLIC ~~and~~ACCOUNTING ~~has allowed the Company use of their personal credit cards as needed. Total lines of credit personally guaranteed by the Carmichael family are up to $800,000 per month.~~FIRM

The ~~Company had certain notes payable outstanding~~ toShareholders ~~related parties as of December 31, 2014~~ and ~~2013.~~Board ~~During the years ended December 31, 2014 and 2013, the Company borrowed $225,000 and $7,000 from Chris Carmichael for which payment were made~~ of ~~$232,000~~Directors ~~and $0, respectively. As~~ of December 31, 2014 and 2013, Christopher Carmichael was owed $0 and $7,000, respectively. The amounts were unsecured, incurred interest at 8% per annum and due on demand. During the year ended December 31, 2014, the Company recorded accrued interest of $18,418 as contributed capital as the interest on the notes payable was forgiven. The proceeds were used for operations.

~~Albert Carmichael~~Ubiquity, ~~a family member of the~~ ~~Company's CEO, was owed $10,000 and $0 as of December 31, 2014 and 2013, respectively~~Inc. ~~The amounts are unsecured, non-interest bearing and due on demand. The proceeds were used for operations.~~

AnWe have ~~employee~~audited of the ~~Company~~accompanying ~~was~~consolidated ~~owed~~balance ~~$10~~sheet of Ubiquity,~~000 and~~ $0Inc. (formerly Ubiquity Broadcasting Corporation) (the “Company”) as of December 31, 2014, and ~~2013,~~the ~~respectively.~~related ~~The~~consolidated ~~amounts~~statements ~~are~~of ~~unsecured~~operations, ~~non-interest~~stockholders’ ~~bearing~~equity, and ~~due~~cash onflows ~~demand~~for the year then ended. ~~The~~These ~~proceeds~~consolidated financial statements are the responsibility of the Company’s management. Our responsibility ~~were~~is ~~used~~to ~~for~~express ~~operations~~an opinion on these financial statements based on our audit.

InWe conducted ~~February~~our ~~2014,~~audit in accordance with the standards of the Public Company ~~received~~Accounting Oversight Board (United States). Those standards arequire ~~$50,000~~that ~~loan~~we ~~from~~plan aand ~~shareholder~~perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The ~~proceeds~~Company ~~from~~has ~~the~~determined ~~loan~~that ~~were~~it ~~used~~is ~~for~~not ~~operations~~required ~~and~~to have, nor were ~~expected~~we engaged to beperform, an ~~paid~~audit ~~back~~of onits ~~demand~~internal control over financial reporting. Our audit included consideration of internal control over financial Noreporting ~~formal~~as ~~terms~~a ~~were~~basis ~~ever~~for ~~entered~~designing ~~into~~audit procedures that are appropriate in ~~connection~~the ~~with~~circumstances, but not for the ~~loan.~~purpose ~~During~~of expressing an opinion on the ~~year~~effectiveness ~~ended~~of ~~December~~the 31Company’s internal control over financial reporting. Accordingly, ~~2014~~we express no such opinion. An audit includes examining on a test basis, evidence supporting the ~~Company~~amounts ~~repaid~~and disclosures in the consolidated financial statements. An audit also includes assessing the ~~$50,000~~accounting ~~loan~~principles used and ansignificant ~~additional~~estimates $5made by management,~~000~~ ~~which~~as ~~was~~well as ~~accounted~~evaluating ~~for~~the asoverall ~~interest~~consolidated ~~expense~~financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~Loans~~In our ~~Receivable~~opinion, -the ~~Related~~consolidated ~~Parties~~financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company, as of December 31, 2014 and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

~~As of December 31, 2014 and 2013, amounts~~The ~~due~~accompanying ~~from~~consolidated afinancial ~~company~~statements ~~controlled~~have bybeen anprepared ~~officer,~~assuming ~~owed~~that the Company ~~$1,279,681~~will ~~and~~continue ~~$437,812,~~as ~~respectively.~~a ~~The~~going ~~amount is unsecured, does~~concern. ~~not~~As ~~incur~~discussed ~~interest~~in ~~and~~Note is12 ~~due~~to onthe ~~demand. The~~consolidated ~~increase~~financial instatements, the ~~loan~~Company ~~during~~has ~~the~~negative ~~year~~working ~~ended December 31~~capita], ~~2014~~has ~~related~~incurred ~~to providing~~losses ~~capital~~from tooperations ~~the~~for ~~related~~each ~~entity~~of ~~in which~~ the ~~proceeds~~past ~~were~~two ~~used~~years ~~for~~and ~~further~~has ~~development~~not onyet ~~Ubiquity~~produced ~~licensed~~continuing ~~patents~~revenues ~~and~~from ~~products in~~operations. ~~which~~These ~~the~~factors ~~entity~~raise substantial ~~has~~doubt ~~licensed.~~about ~~Subsequent to~~ the ~~year~~Company’s ~~ended~~ability ~~December~~to ~~31,~~continue ~~2014,~~as ~~the~~a ~~receivable~~going ~~was~~concern. ~~relieved~~Management’s asplans ~~part~~with ofregard ~~the~~to ~~acquisition~~these ofmatters ~~SME,~~are ~~see~~described in Note ~~13 for additional information~~12. ~~Due~~The toaccompanying ~~this~~consolidated ~~relief,~~financial ~~the~~statements ~~loan~~do ~~receivable~~not ~~has~~include ~~been~~any ~~presented~~adjustments asthat ~~a long term asset~~might onresult from the ~~accompanying~~outcome ~~financial~~of ~~statements~~this uncertainty.

As/s/ ofHartley ~~December~~Moore ~~31,~~Accountancy ~~2014~~Corporation ~~and~~HARTLEY ~~2013,~~MOORE ~~amounts due~~ACCOUNTANCY ~~from~~CORPORATION ~~an employee~~Irvine, ~~owed~~CA ~~the~~August ~~Company $247~~6,~~461~~ and $125,920, respectively. The amount is unsecured, does not incur interest and is due on demand. Subsequent to December 31, 2014, the employee has repaid $239,921, reducing the balance due to $7,840. The Company expects to collect on the remaining receivable during the year ended December 31, 2015.

27F-2

~~Director Independence~~UBIQUITY, INC.

~~We use the definition of “independence”~~CONSOLIDATED ofBALANCE The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship that, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:SHEETS

· the director is, or at any time during the past three years was, an employee of the company;

	December 31, 2015			December 31, 2014

Assets:
Cash and cash equivalents	$	193,839		$	102,286
Accounts receivable, net		2,700			-
Prepaid expenses		45,202			39,433
Loans receivable - related parties		-			247,461
Other current assets		-			100
Total current assets		241,741			389,280

Property and equipment, net		448,327			751,184
Other assets:
Other assets		107,364			58,993
Intangible assets, net		405,252			7,085,070
Total assets	$	1,202,684		$	8,284,527

Liabilities and Stockholders’ Equity (Deficit):
Current liabilities
Accounts payable	$	1,449,973		$	577,990
Accrued expenses		3,594,682			1,909,354
Accrued legal		7,700,000
Credit cards payable		543,915			825,854
Loans payable - related parties		712,018			48,251
Convertible notes, net discounts of $361,944 and $3,119, respectively		3,043,132			200,881
Derivative liabilities		6,785,665			-
Total current liabilities		23,829,385			3,562,330

Accrued expenses, long-term		-			4,120,120
Total liabilities		23,829,385			7,682,450

Commitments and contingencies

Stockholders’ Equity (Deficit):
Preferred stock, par value $0.001, 10,000,000 shares authorized, 2,001,000 and 500 shares issued and outstanding as of December 31, 2015 and 2014, respectively		2,001			-
Common stock, par value $0.001, 800,000,000 shares authorized, 197,237,138 and 104,502,111 shares issued and outstanding as of December 31, 2015 and 2014, respectively		197,237			104,502
Additional paid-in capital		159,716,329			151,758,762
Subscription receivable		(173,000	)		-
Accumulated deficit		(182,869,268	)		(146,383,599	)
Total Ubiquity, Inc. stockholders’ equity (deficit)		(23,126,701	)		5,479,665
Non-controlling interest		500,000			(4,877,588	)
Total stockholders’ equity		(22,626,701	)		602,077
Total liabilities and stockholders’ equity (deficit)	$	1,202,684		$	8,284,527

·See accompanying ~~the~~notes ~~director~~to ~~or a family member of~~ the ~~director~~consolidated ~~accepted~~financial any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);statements.

~~· a family member of the director is, or at any time during the past three years was, an executive officer of the company;~~F-3

~~· the director or a family member of the director is a partner in~~UBIQUITY, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); INC.

·CONSOLIDATED STATEMENTS ~~the~~OF director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; orOPERATIONS

· the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

	For the Year Ended			For the Year Ended
	December 31, 2015			December 31, 2014

Revenues	$	44,550		$	67,835
		44,550			67,835

Costs of sales		9,068			180,047
Gross profit (loss)		35,482			(112,212	)

Operating expenses:
Meals and entertainment		48,016			80,401
Marketing		135,165			170,486
Outside services		39,478			151,092
Development expense		235,713			444,811
Payroll expense		2,290,208			3,397,481
Stock-based compensation		4,401,295			14,101,821
Office and computer		484,505			400,020
Professional fees		10,724,105			2,370,154
Rent		680,734			569,710
Travel		68,816			312,173
Taxes		57,769			64,657
Charitable contributions		32,248			74,643
Bad debt expense		-			49,355
Depreciation and amortization		1,812,969			1,866,852
Other operating expenses		449,305			417,600
Total operating expenses		21,460,326			24,471,256

Operating loss		(21,424,844	)		(24,583,468	)

Other income and (expense):
Interest expense		(4,682,585	)		(19,996	)
Loss on impairment of intangible assets		(5,422,055	)		(120,530	)
Change in fair market value of derivative liabilities		(4,713,824	)		-
Loss on forgiveness of note receivable - related party		(309,630	)		-
Loss on guarantee		(197,259	)		-
Other income		2,898			27,753
Total other income (expense)		(15,322,455	)		(112,773	)

Loss before provision for income taxes		(36,747,299	)		(24,696,241	)

Provision for income taxes		-			-

Net loss	$	(36,747,299	)	$	(24,696,241	)

Loss attributable to non-controlling interest		261,630			1,351,405

Loss attributable to Ubiquity, Inc.	$	(36,485,669	)	$	(23,344,836	)

Net loss per share: basic and diluted	$	(0.28	)	$	(0.24	)
Weighted average number of shares outstanding: basic and diluted		132,432,787			97,213,735

WeSee accompanying ~~have~~notes ~~determined~~to ~~that~~the ~~Mr.~~consolidated ~~Nicholas~~financial ~~Mitsakos and Webb Blessley are considered independent directors~~statements.

~~Item 14. Principal Accounting Fees and Services.~~F-4

~~Audit Fees~~UBIQUITY, INC.

~~The aggregate fees billed by KLJ~~CONSOLIDATED ~~and~~STATEMENT ~~Associates,~~OF ~~LLP for professional services rendered for the audit of the Company~~STOCKHOLDERS’s ~~financial statements for the year ended December 31, 2014 were $56,000.~~DEFICIT

The aggregate fees billed by Silberstein Ungar, PLLC for professional services rendered for the audit of the Company’s financial statements for the years ended December 31, 2014 and 2013 were $28,000and $59,500, respectively.

Common Stock

Preferred Stock

Filing Compare · UBIQUITY, INC.