1411460--2/10/2010--UBIQUITECH_SOFTWARE

related topics

{gas, price, oil}

{stock, price, share}

{acquisition, growth, future}

{interest, director, officer}

{loss, insurance, financial}

{cost, contract, operation}

{financial, litigation, operation}

{product, liability, claim}

{stock, price, operating}

{operation, natural, condition}

{cost, operation, labor}

{cost, regulation, environmental}

{provision, law, control}

{control, financial, internal}

{personnel, key, retain}

{loan, real, estate}

RISKS RELATED TO OUR OPERATIONS If we do not obtain additional financing, our business will fail. Because we have only recently revised our business plan and have yet to commence our new business operations, we face a high risk of business failure due to our inability to predict the success of our business. Because of the unique difficulties and uncertainties inherent in the oil exploration and production business, we face a high risk of business failure. The natural gas and oil business involves numerous uncertainties and operating risks that can prevent us from realizing profits and can cause substantial losses. Drilling wells is speculative, often involving significant costs that may be more than our estimates, and may not result in any addition to our production or reserves. Any material inaccuracies in drilling costs, estimates or underlying assumptions will materially affect our business. A significant portion of our potential future reserves and our business plan may depend upon secondary recovery techniques to establish production. There are significant risks associated with such techniques. Any acquisitions we complete are subject to considerable risk. Our decision to acquire a property will depend in part on the evaluation of data obtained from production reports and engineering studies, geophysical and geological analyses and seismic and other information, the results of which are often incomplete or inconclusive. We must obtain governmental permits and approvals for drilling operations, which can result in delays in our operations, be a costly and time consuming process, and result in restrictions on our operations. Due to our lack of geographic diversification, adverse developments in our operating areas would materially affect our business. We will not be the operator of our properties and we have limited control over the activities on those properties. We may suffer losses or incur liability for events for which we or the operator of a property have chosen not to obtain insurance. Because the probability of locating reserves that are commercially viable is remote, any funds expended on analysis will probably not be recovered. Because our current executive officers do not have any training specific to the technicalities of oil and natural gas exploration, there is a higher risk our business will fail. Because our President has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail. Natural gas and oil prices are volatile. This volatility may occur in the future, causing negative change in cash flows which may result in our inability to cover our operating or capital expenditures. Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability. If we are unable to successfully compete within the oil exploration business, we will not be able to achieve profitable operations. Due to numerous factors beyond our control which could affect the marketability of any substances found, we may have difficulty selling any substances we discover. If we are unable to find new oil and gas reserves on a regular basis, we will be unable to maintain operations and our business will fail. Because of the uncertainty of estimates of oil and gas reserves, our projects may not be profitable and our business may fail. Uninsured losses, natural disasters and terrorism are beyond our control and may occur, resulting in significant loss for us. Because we will be subject to compliance with government regulation which may change, the anticipated costs of our exploration program may increase. We may be subject to environmental liability claims that could result in significant costs to us. We may be sued or become a party to litigation, which could require significant management time and attention and result in significant legal expenses and may result in an unfavorable outcome which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our success depends, to an extent, upon the continued services of our current and new management. If we are successful in implementing our new business plan we will experience a period of rapid growth that is imposing a significant burden on our current administrative and operational resources. We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls attested to by our independent auditors. RISKS RELATED TO OUR COMMON STOCK Holders of our Common Stock may suffer significant dilution in the future. There is a limited trading market for our securities and there can be no assurance that such a market will develop in the future. We do not have significant financial reporting experience, which may lead to delays in filing required reports with the Securities and Exchange Commission and suspension of quotation of our securities on the OTCBB or a national exchange, which will make it more difficult for you to sell your securities. There are no automated systems for negotiating trades on the OTCBB and it is possible for the price of a stock to go up or down significantly during a lapse of time between placing a market order and its execution, which may affect your trades in our securities. Our stock may be considered a penny stock if it trades below $5.00 per share. This can adversely affect its liquidity. We do not anticipate payment of dividends, and investors will be wholly dependent upon the market for the Common Stock to realize economic benefit from their investment. Any adverse effect on the market price of our Common Stock could make it difficult for us to raise additional capital through sales of equity securities at a time and at a price that we deem appropriate. The market price of our Common Stock may fluctuate significantly in the future. RISKS RELATED TO OUR COMPANY Provisions of our Articles of Incorporation and Bylaws may delay or prevent a take-over that may not be in the best interests of our stockholders. Our management and principal shareholders have the ability to significantly influence or control matters requiring a shareholder vote and other shareholders may not have the ability to influence corporate transactions. Each prospective purchaser is encouraged to carefully analyze the risks and merits of an investment in our Common Stock and should take into consideration when making such analysis, among others, the Risk Factors discussed above.

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1411460--2/10/2010--UBIQUITECH_SOFTWARE_CORP