Common Questions for Issuers

1 UBU HOLDINGS, INC. Initial Disclosure Statement TABLE OF CONTENTS PART A: GENERAL COMPANY INFORMATION………………………………………02 PART B: SHARE STRUCTURE…………………………………………………………..03 PART C: BUSINESS INFORMATION……………………………………………………04 PART D: MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION…...…..07 PART E: ISSUANCE HISTORY…………………………………………………………..12 PART F: EXHIBITS……………………………………………………………………..….16 MATERIAL CONTRACTS…………………………………………..…..16 PURCHASE OF EQUITY SECURITIES BY ISSUER/ AFFILIATES.17 FINANCIAL STATEMENTS FISCAL YEAR ENDED 2010-2009…..21 1) Balance Sheet………………………………….…..24 2) Statement of Income………………………….…...25 3) Statement of Changes in Stockholders’ Equity...26 4) Statement of Cash Flow………………………......27 5) Financial Notes………………………………….....28 FINANCIAL STATEMENTS QUARTER ENDED 9/30/2010………..34 1) Balance Sheet…………..……………………….…37 2) Statement of Income…………………………..…..38 3) Statement of Changes in Stockholders’ Equity...39 4) Statement of Cash Flow……………………….…..40 5) Financial Notes……………………………………..41 ARTICLES OF INCORPORATION AND BYLAWS…………….……47 PART A: GENERAL COMPANY INFORMATION 2 1. The exact name of the issuer and its predecessor (if any); UBU HOLDINGS, INC. There are no predecessors to the company. The company’s stock symbol is UBUH and the CUSIP Number is 90348Y 107. 2. The address of its principal executive offices; UBU HOLDINGS, INC. 9601 Wilshire Boulevard, Suite 1117 Beverly Hills, CA 90210 www.ubutv.com The company can be contacted directly for Investor Relations c/o Walter Morgan, President and Chief Executive Officer of the company. 3. Telephone number of principal executive offices; 424-245-7133 (office); 310-748-8580 (Walter Morgan direct); 323-658-5501 (fax). 4. The state of incorporation, if it is a corporation; UBU HOLDINGS, INC. was incorporated in the State of Nevada on 12/17/2007. 3 PART B: SHARE STRUCTURE 1. The exact title and class of the security; Common Stock. There are no dividends or preemption rights. Voting is according to the principle of: one share, one vote. There are no other material rights of common or preferred stockholders. No provisions exist in the issuer’s charteror by-laws that would delay, defer or prevent a change in control of the issuer. The Company is authorized to issue 120,000,000 shares of stock, of which 100,000,000 shares can be Common Stock and 20,000,000 shares can be Preferred Stock. As of December 31, 2010, the Company has issued no Preferred Stock. The Stated Par Value for both classes of stock is $.0001 per share. 2. The type of security (Domestic Security, ADR, Foreign Security, or DPP) Domestic Security. 3. Symbol of security (if assigned) UBUH. 4. The par or stated value of the security; $.0001 per share. 5. The number of shares or total amount of the securities outstanding as of the end of the issuer's most recent fiscal year; As of December 31, 2010, the Company has 15,051,667 outstanding shares of Common stock. The Company has never issued any Preferred stock shares. As of the following dates, which encapsulates the most recent fiscal quarter, September 30, 2010 and the fiscal years ended December 31, 2009 and December 31, 2010, respectively, please find provided below the following information for the Company’s Common Stock, the only class of securities authorized and issued as of the aforementioned dates: The company had the following stock information: As of Date Authorized Outstanding Public Float Shareholders 12/31/2009 120,000,000 10,948,000 0 43 12/31/2010 120,000,000 15,051,667 10,948,000 55 Note: The Beneficial Shareholders equals the Shareholders of Record. 4 PART C: BUSINESS INFORMATION 1. The name and address of the transfer agent; Globex Transfer, LLC. 780 Deltona Boulevard, Suite 202, Deltona, FL 32725. Telephone number is 386-206-1133. Globex Transfer, LLC is registered under the Exchange Act and operates under the regulatory authority of the Securities and Exchange Commission. 2. The nature of the issuer's business; UBU HOLDINGS, INC. is a media holding company for television, intellectual properties & distribution. UBU HOLDINGS, INC. is a development stage, Nevada corporation organized on December 17, 2007. Our Fiscal Year End is on the 31st of December. The company has never been in bankruptcy, receivership or any similar proceeding. The company has had no material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets. UBU HOLDINGS, INC. is not under any default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make payments. Moreover, there has been no change of control; nor any increase of 10% or more of the same class of outstanding equity securities. The company has not had any past, pending or anticipated stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization; nor has the company experienced any delisting of the issuer’s securities by any securities exchange or deletion from the OTC Bulletin Board. There are no current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a material effect on the issuer’s business, financial condition, or operations and any current, past or pending trading suspensions by a securities regulator. The company has no parent, subsidiary, or affiliate of the issuer. There are no existing or probable governmental regulations on the business. The company has spent about $250,000 on research and development activities over the past two years in order to develop the urban, multi- cultural, television network and to take the company public. The company has no expenditures or needs to bring it into compliance with environmental laws (federal, state and local). The company has one full-time employee, Walter Morgan. 3. The nature of products or services offered; UBU HOLDINGS, INC. is launching an urban, multi-cultural cable TV network. UBU HOLDINGS, INC. is a development stage company and has never been a shell company. UBU HOLDINGS, INC. operates under the SIC Code 4841. 5 A. The principal products or services of UBU HOLDINGS, INC. include: television broadcasting, television production, television syndication, film production and distribution, merchandising and licensing. Our principal market is the territory of the United States. In the event of a successful launch of the UBU TV Network in the United States, UBU HOLDINGS, INC. intends to distribute its programming and/or products/services internationally. B. UBU HOLDINGS, INC. will handle distribution of its television network via multi-system operatiors of cable systems, satellite television providers, telephone companies and/or independent television stations in addition to the internet. C. Currently, the company has no publicly announced new product or service; D. UBU HOLDINGS, INC. is launching an urban, multi-cultural television channel and the competition is very intense. To wit, BET and TV 1 are UBU’S primary competition and they have a market value of $3.2 billion and $500 million, respectively. Moreover, our primary competition have been in business for years, if not decades in the case of BET. UBU TV feels that it can compete against the two incumbent channels via programming, a lower overhead and cost of goods sold and a superior competitive strategy and business, financial model. Lastly, UBU TV will compete with the 500+ cable channels and internet for our end-user consumers. E. Our principal suppliers are the universe of independent and international suppliers of film and television suppiers. There are hundreds, if not, a few thousands of suppliers. F. For UBU TV’s success, the company is dependent on one a few major customers (e.g., cable Multi-System Operators, telephone companies, and satellite television providers). The company feels that because of its low cost structure and niche market strategy of pursuing the urban consumer (e.g., African-American, English-speaking Latino and multi-ethnic American) that the company can survive and thrive. G. The company owns the trademark to UBU TV under the U.S. Patent and Trademark Office, which is good for 28 years, until the year 2035. H. The only government approval of the company’s principal products or services is to meet the standards of the Federal Communications Commission (FCC), for which the company feels that it will not have any problems doing so. 4. The nature and extent of the issuer's facilities; 6 The company maintains one small office with 225 square feet at 122 ½ South Sweetzer Avenue, Los Angeles, CA 90048 and utilizes a virtual office at 9601 Wilshire Boulevards, Suite 1117, Beverly Hills, CA 90210. The company takes meetings at 613 West Knoll Drive, Suite C, Los Angeles, CA 90048. The company rents the aforementioned facilities at a total cost of $300 per year for the utilization of all of these offices. 7 PART D: MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION 1. The name of the chief executive officer and members of the board of directors; Walter Morgan, President, Chief Executive Officer, Secretary and Chairman. Mr. Morgan owns approximately 10,000,000 shares of common stock of the company and has no legal, criminal or financial contingencies which would prevent him from pursuing the business goals and interests on behalf of all of the shareholders of UBU HOLDINGS, INC. Mr. Morgan is to be compensated at $100,000 per year, well below the industry average for an executive in his position. Lastly, Mr. Morgan, nor the company, has any conflicts of interest, related third party transactions with affiliates or transactions involving family members owning more than 5% of the company or that would impede Mr. Morgan and/or the company from pursuing the company’s goals and interests on behalf of its shareholders. A resume of Walter Morgan is hereby provided on the following page: 8 WALTER E. MORGAN, JR. Los Angeles, CA 90048 (310) 748-8580 office (323) 658-5501 fax EMPLOYMENT: 2007- UBU TV NETWORK Founder, President and CEO.

Load more