Common Questions for Issuers

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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.

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.

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.

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.

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:

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. Launched and financed UBU TV Network and UBU Films to serve the African-American and urban American communities. UBU TV, which began as a national television rep firm, will launch in 2010 as an over-the-air and digital cable network. UBU Films makes quality, low-budget films for the urban market.

2005- TRADING ENTERPRISES INT’ SALES & DISTRIBUTION, LTD. Co-Founder, President and CEO. Launched and financed this international sales and distribution company, which manufactures, imports and exports personal care, household care and beverage brands. Selling via its global distribution system of 52 national importers-distributors, Trading Enterprises is a major buyer and distributor of brands such as Dial, Right Guard, Purex, Trojan, Tone, Soft N Dri, Renuzit, Schwarzkopf Henkel, Beverly Johnson Hair Care, X Energy Drink, Citre Shine, Zero Frizz, to name a few.

2001-2005 URBAN AMERICA TELEVISION NETWORK Co-Founder and President. Helped launched and financed the Urban America Television Network to serve the African-American and urban American communities.

2000-2005 GLOBAL ENTERTAINMENT MEDIA Co-Founder and President. Founded independent film company that is set to produce four to six films per year. Executive Produced full- length feature film, DOWN AND DIRTY, starring Fred “The Hammer” Williamson, David Carradine, Gary Busey, Tony LoBianco and Beverly Johnson. Developed and is producing big-budget animated feature films with Fat Rock Entertainment, a company headed by one of the Executive Producers of the hit TV series “THE SIMPSONS.”

1999 AMERICAN INDEPENDENT NETWORK 9

President and Chief Executive Officer. Member of Board of Directors. Presided over the television network, including: programming, acquisitions, sales, distribution and strategy. Served on the Board of Directors for this publicly traded company and the Interim Board of Directors for the Hispanic Television Network, with which the American Independent Network merged.

1996-1999 GLOBAL ENTERTAINMENT MANAGEMENT Owner, Manager-Producer. Launched management-production company focusing on writers, directors, producers and celebrities. Secured film/tv production deals and national, retail distribution deals.

1992-1996 THE AGENCY Entertainment Agent. Represented writers, directors, producers and actors for television and feature films. Packaged television and feature projects, negotiated deals and signed talent.

1991-1992 IMAGINE FILMS Director of Special Projects & Executive Assistant to the CEO. Assisted top Hollywood producer in both film and corporate projects.

1989-1991 2OTH CENTURY FOX Manager of Business Development. Analyzed producer deals for network and syndicated television. Evaluated co-production and distribution deals for domestic and foreign video and television markets. Designed allocation model for film packages. Evaluated film libraries.

1985-1987 MORGAN MANAGEMENT SYSTEMS Management Consultant. Handled bookkeeping and provided general, management consulting duties.

EDUCATION:

1987-1989 HARVARD BUSINESS SCHOOL Masters of Business Administration, June 1989. Harvard Fellow & Tutor. Member, Arts/ Media, Japan, Investment & Real Estate Clubs.

1981-1985 PRINCETON UNIVERSITY Bachelor of Arts, Woodrow Wilson School of Public and International Affairs, June 1985. IBM Thomas J. Watson/National Merit Scholar. Senior Thesis Award Winner. Studied Abroad, London School of Economics-Imperial College, 1984. Varsity Basketball, London Colleges League Championship.

2. Financial statement information (Balance Sheet, Income Statement, Statement of Changes in Shareholders’ Equity), prepared in accordance with US GAAP along with all requisite notes that is less than six months old, as required pursuant to Subsection (a)(5). If a reporting company, provide the name of the report, the date the report was filed, and the period filed for. See attached documents in Part F, EXHIBITS. The financial statements for the Quarter Ended September 30, 2010 and for the Fiscal Years Ended December 31, 2010 and 2009 respectively are incorporated by reference and also listed in the Table of Contents.

3. Mr. Walter Morgan is the only beneficial owner owning more than 5% of the outstanding shares of stock in the company. Mr. Morgan owns 10,000,000 share of the company’s 15,051,667 outstanding shares of stock as of December 31, 2010.

4. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

For the past two, full fiscal years, the company has had no major changes in its financial condition, changes in financial condition and results of operation. Now that the company is a publicly traded company and hopes to soon be publicly trading in the first quarter of 2011, management expects for the company to start generating revenues, income and building equity in the company. The prospects remain bright for an urban cable channel or urban television network, especially if it features compelling interesting, attractive, cost-effective programming for its urban, mult- cultural demographic. The company is poorly capitalized; however, management feels that it can continue to operate, generate revenues and build shareholder equity through continued operations. In that regard, management is focusing its activities on risk and cash management, programming acquisition and securing distribution.

There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the issuer's short-term or long-term liquidity. Of course, the television and entertainment business are affected by the economy and technology; however, management feels that it has executives, expertise and resources in place to launch successfully UBU TV network and carry out the business plan of the company. In fact, due to its low-cost, risk-managed strategy and internet/technology usage, management feels that new developments in technology and the internet will aid the company in carrying out its business mission, strategically and financially.

The company has a continuous need to improve its Internal and external sources of liquidity. By the management taking the company public and then later with its intention to have its stock publicly traded, management feels that it can adequately address this need.

Management foresees no material commitments for capital expenditures and thus is not pursuing any expected sources of funds for such in the coming year.

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations.

The company faces no significant elements of income or loss that do not arise from the issuer's continuing operations. As there exists a tremendous demand for African- American, English-speaking Latino and urban content in both television, the internet and advertising, management feels that UBU TV network is well-suited to garner significant revenues and income from its continuing operations. 11

There were no causes for any material changes from period to period in one or more line items of the issuer's financial statements, as the company is a development stage company and the two fiscal years just ended were very similar in financial results.

As the company’s planned business operates on an annual basis and consists of television broadcast and distribution, there are no seasonal aspects that had a material effect on the financial condition or results of operation.

5. The company has no off-balance-sheet arrangements as of December 31, 2010 and plans on having no off-balance-sheet arrangements in the near future.

6. PART E: ISSUANCE HISTORY

1. List of securities offerings/shares issued for services in the past two years.

The list below includes all offerings of securities, which were all private and occurred under the Securities Act Rule 504 by UBU HOLDINGS, INC. under the laws of the State of Nevada. In the cases where the company’s stock was issued for services, those services were for development of the UBU TV network and its programming. Initially, all of the shares of stock were sold with a restrictive 144 legend, which can now all be removed as all of the shareholders prior to 2010 have held their stock for over one year. For those investors listed, who acquired stock in 2011, their restrictive legend can be removed after one year’s time has elapsed from their initial date of acquisition of the stock.

All of the shareholders acquired their stock at the price of $0.25 per share, except the following who acquired their shares of stock during the second round of investing at a price of $0.75 per share in the fiscal year ended December 31, 2010:

Bruce Williams Jacqueline Moreno Oliver Jackson Robert Jackson Richard Wright Ray Showers Ronald Adams Savonta Manor Eric White.

UBU HOLDINGS, INC. 9601 Wilshire Boulevard, Suite 1117 Beverly Hills, CA 90210 Phone: 1-424-245-7133 as of 11/07/2010 UBU HOLDINGS, INC. SHARHOLDERS BY YEAR

NAME DATE SHARES INVSTMT

1 Nate Causley 2/10/2005 25,000 x

2 Walter Morgan 1/4/2006 360,000 x

3 Lorraine Morgan 1/4/2006 360,000 x

4 LOROMO, Inc. 1/4/2006 100,000 x

5 Dr. Lew Irving 4/4/2006 160,000 x

6 Howard Katz 6/4/2006 40,000 x

7 Marissa Morgan 10/1/2006 180,000 x Marissa Morgan College 8 Fund 10/1/2006 50,000 x

9 Waterfall LLC 10/13/2006 40,000 x

10 Lori Ann Nunley-Miller 10/13/2006 20,000 x

11 Dagemawi Yohannes 10/18/2006 9,000 x

12 Paul Pustelnik 1/13/2007 56,000 x

13 Mrs. Lynn Pustelnik 1/13/2007 32,000 x

14 Darrell Ghollar 2/4/2007 75,000 x

15 Christian Morgan 2/11/2007 187,500 x Christian Morgan College 16 Fund 2/11/2007 187,500 x

17 David Maynard 2/23/2007 40,000 x

18 Tonia Maynard 2/23/2007 20,000 x

19 Tatyanna Maynard 2/23/2007 20,000 x

20 Greg Ferguson 3/4/2007 25,000 x 14

21 Fred Mitchell 3/15/2007 400,000 x Market Development 22 Partners 3/23/2007 40,000 x

23 Robert Luke 3/23/2007 40,000 x

24 Cheryl Morgan 3/23/2007 375,000 x

25 Marlene Mason 3/27/2007 80,000

26 Jacqueline Moreno 5/20/2007 10,000 x

27 Gary Morgan 6/1/2007 375,000 x

28 Stanley Roberson, Jr. 6/12/2007 20,000 x

29 Alicia Roberson 6/12/2007 20,000 x

30 Sharon Parrish 6/15/2007 40,000 x

31 Jordan Parrish 6/21/2007 20,000 x

32 James Parrish 6/21/2007 20,000 x

33 Trading Enterprises 6/21/2007 40,000 x

34 Walter Morgan, Jr. 12/17/2007 10,000,000 x

Subtotal 2007 and prior: 13,467,000

35 Moruseiwicz, Steve 1/3/2008 60,000 x 36 Tiber Creek Corporation 1/3/2008 250,000 x 37 Buchanon, William A. 1/9/2008 40,000 x 38 GEM Egypt 1/24/2008 120,000 x 39 Greer, Tanya 2/25/2008 18,000 x 40 Youssef, Said 3/14/2008 80,000 x 41 Park, Lauren 3/31/2008 80,000 x 42 Bartholomew, Keith 5/30/2008 150,000 x 43 Bartholomew, Delene Mrs. 5/30/2008 150,000 x

Subtotal 2008: 948,000

Subtotal 2009: -

44 Gary Morgan 3/10/2010 100,000 x

45 Collin Johnson 6/10/2010 100,000 x 15

Sterling Trust fbo R A 46 Graves 7/30/2010 160,000 x

47 Collin Johnson 8/14/2010 44,000 $11,000

48 Bruce Williams 9/26/2010 13,333 $10,000

49 Jacqueline Moreno 10/4/2010 20,000 $15,000

50 Oliver Jackson 10/4/2010 20,000 $15,000

51 Oliver Jackson 11/2/2010 40,000 $10,000

52 Stephen A. & Derek Hill 11/2/2010 20,000 $5,000

53 Robert Jackson 9/16/2010 2,000 $1,500

54 Richard Wright 9/26/2010 1,000 $750

55 Ray Showers 9/17/2010 1,000 $750

56 Ronald Adams 10/12/2010 8,000 $6,000

57 Savonta Manor 10/5/2010 4,000 $3,000

58 Eric White 10/4/2010 53,333 $40,000

59 Eric White 10/11/2010 50,000 Services

Subtotal 2010 636,667

Grand Total 15,051,667 ======

PART F: EXHIBITS

Material Contracts.

There are no material contracts existing or effecting the company’s operations. There are no material to which directors, officers, promoters, voting trustees, security holders named in the disclosure statement, or the Designated Advisor for Disclosure are parties. The company is not involved with any contracts for the purchase or sale of any property, plant or equipment for consideration exceeding 15 percent of such assets of the issuer.

Articles of Incorporation and Bylaws.

A complete copy of the issuer’s articles of incorporation is hereby provided and is titled ARTICLES OF INCORPORATION for UBU HOLDINGS, INC.. Said articles are also submitted separately to OTC under separate cover. 17

Is a broker or dealer or any associated person of a broker dealer is affiliated, directly or indirectly with the issuer? If so please provide details. No.

2. Is the quotation being published or submitted on behalf of any other broker or dealer? If so, provide the name of such broker or dealer. No.

3. Is the quotation being submitted or published directly or indirectly on behalf of the issuer, or any director, officer or any person, directly or indirectly the beneficial owner of more than 10 percent of the outstanding units or shares of any equity security of the issuer? If so, provide the name of such person, and the basis for any exemption under the federal securities laws for any sales of such securities on behalf of such person. No.

4. Cusip Number is: 90348Y 107.

5. Fiscal Year End Date December 31.

6. CIK Number Not Applicable.

7. Front and back of Specimen Share Certificate. Share Certificate Faxed 7/20/2010.

8. Current shareholder list of the issuer, generated by the transfer agent, that indicates: (1) the name and address of the shareholder, (2) the number of shares held (3) the dates shares were acquired (4) whether the shares are restricted, control, or free-trading, and (5) the total shares restricted or free trading. See attached Shareholder Lists (Email).

9. Details surrounding the issuers’s offering(s). Your answer should include, but not be limited to, who solicited investors, how the solicitor knew them, and how many individuals were solicited including those that did not purchase. In addition, provide copies of the Form D filed with the SEC, the executed subscription agreements (one full copy and signature pages), and respective checks. See attached Documents (To be sent 7/21).

10. A detailed explanation of how the free trading shares on the issuer’s shareholder list were acquired, or the registration statement relied upon to obtain free trading shares currently outstanding along and the effective date. If a filing company, include the Name & telephone of contact at SEC. Not applicable.

11. Provide a list of any NASD member firms that participated in the Company’s offering.

Not applicable.

12. List the Ownership of Officers, Directors, 5% Shareholders.

President, Chief Executive Officer, Secretary and Chairman, Walter Morgan, 60%.

13. The identity of the individuals who are officers, directors and principal shareholders of the corporations on the shareholder list of the issuer. In addition, confirm that no officer or director of the Issuer is also an officer, director or principal shareholder of any corporation on the Issuer’s shareholder list, except as disclosed.

President, Chief Executive Officer, Secretary and Chairman, Walter Morgan, 60%. No officer or director of the Issuer is also an officer, director or principal shareholder of any corporation on the Issuer’s shareholder list.

14. A statement indicating whether any person or entity has control, written or otherwise, of the sale, transfer, disposition, voting or any other aspect of the shares listed on the shareholder list other than the person or the entity identified as the shareholder. This statement should include any past, present or future arrangements.

No person or entity has control, written or otherwise, of the sale, transfer, disposition, voting or any other aspect of the shares listed on the shareholder list other than the person or the entity identified as the shareholder for any past, present or future arrangements.

15. A description of all relationships existing among and between the shareholders and the issuer, its predecessors, its present and prior officers and directors, and other shareholders. See attached Relationship List on Statement Information Addl file, which was emailed on 7/20/10 to Eric Flesche.

16. A detailed description of each and every step taken by the issuer since inception in furtherance of its stated objective. See attached Action List.

17. A detailed description of the steps the Issuer plans to take during the next year in furtherance of its business plan. The description should include, but not be limited to, the activity the issuer plans to conduct, the names of the persons conducting the activity, the expected dates of these activities, financing plans, description of the financing and the name of any broker-dealers or other person(s) the issuer has contracted or intends to contract regarding its financing plans. Provide copies of all major contracts with parties stated in your business plans. See Attached Action Plan.

18. Has the Company entered into any discussions or negotiations concerning potential merger or acquisition candidates? If so, describe the discussions and provide any related documentation. No.

19. Is the Issuer working with any consultants or public relations firms? If so, provide compensation exchanged (to date and future), dates of service, services provided and future expected services. No.

20. A list of all companies that have been submitted for quotation on the OTC Bulletin Board or NQB Pink Sheets for which any officer director or major shareholder of the Company was an officer director or major shareholder. Provide a detailed description of the current corporate status of these companies and any current involvement by any officer director or major shareholder of the Company. Identify all companies that have merged and the current name and the trading symbol of these companies.

American Independent Network (AIN): former President & C.E.O. Company is now defunct. Stock symbol = AINI.BB. Company later merged into HTVN (see below). Hispanic Television Network (HTVN): interim Board of Directors. Company is now defunct. Stock symbol = HTVN.OB. Urban America TV Network: Co-Founder. Company has ceased operations. Stock Symbol = URBT.OB.

21. A list of all companies that have been submitted for quotation on the OTC Bulletin Board or NQB Pink Sheets for which any officer director or major shareholder of the Company was an officer director or major shareholder that was formed as a blank check company.

None.

22. Detailed description of any and all securities related disciplinary history of any officer and director of the issuer. In addition, provide any and all available documentation related to disciplinary history. None.

23. A schematic diagram that depicts how the issuer came to its current state. The diagram should include, but is not limited to, dates of mergers, name changes and any transaction involving the issuance of shares. In addition, provide the staff with a copy of any document prepared with respect to any mergers or share issuances. Not applicable. Company incorporated in Nevada on December 17, 2007.

24. Has the issuer conducted, or does the issuer plan to conduct any private placements? If so describe. No.

25. Provide a description of any future financing plans, a description of the financing, and the name of any broker-dealers or other person(s) that the Issuer has contacted or intends to contact regarding its financing plans. Not Applicable.

26. In the event of a recent change of control, provide detail related to how, when and from whom the control persons of the issuer gained control of the issuer. Please indicate all parties involved, how they were introduced, the nature of their involvement, and any consideration paid. Not Applicable.

27. List any and all companies in which the officers & directors of the issuer are officers, directors, and principal shareholders. In addition, advise which of these companies are quoted or attempting to be quoted on either the OTCBB or Pink Sheets. Not Applicable.

28. Are the company’s attorneys and accountants in good standing and are you aware of any sanctions issued against them by their association or governing board. If so, please provide details. Company’s attorneys and accountants are in good standing and the Company is not aware of any sanctions against them by their association or governing board.

29. Provide a schedule or outline all material current or pending litigation. Not Applicable.

ALL INFORMATION FURNISHED HEREIN HAS BEEN PREPARED FROM THE BOOKS AND RECORDS OBTAINED FROM THE COMPANY IN ACCORDANCE WITH RULE 15c2-11(a)(5) PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2010 AND 2009 22

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE 3 BALANCE SHEETS AS OF DECEMBER 31, 2010 AND DECEMBER 31, 2009

PAGE 4 STATEMENTS OF OPERATIONS FOR YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD DECEMBER 17, 2007 (INCEPTION) TO DECEMBER 31, 2010

PAGE 5 STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIENCY FOR THE PERIOD DECEMBER 17, 2007 (INCEPTION) TO DECEMBER 31, 2010

PAGE 6 STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD DECEMBER 17, 2007 (INCEPTION) TO DECEMBER 31, 2010

PAGES 7-12 NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of UBU Holdings, Inc. (a Development Stage Company) Los Angeles, California

We have audited the accompanying balance sheets of UBU Holdings, Inc.(the “Company”) (a development stage company) as of December 31, 2010 and 2009, and the related statements of operations, changes in stockholders' deficiency, and cash flows for the years ended December 31, 2010 and 2009, and for the period December 17, 2007 (Inception) to December 31, 2010. 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 audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company 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 audit procedures that are appropriate in the circumstances, but not for 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 as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of UBU Holdings, Inc. (a development stage company) at December 31, 2010 and 2009, and the results of its operations and its cash flows for the years ended December 31, 2010 and 2009, and for the period December 17, 2007 (Inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming UBU Holdings, Inc. will continue as a going concern. The Company has experienced recurring losses since inception and has a stockholders’ deficiency at December 31, 2010. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in Note 1 to the financial statements. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Weinberg & Company, P.A.

Los Angeles, California February 17, 2011

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS

December 31, December 31, 2010 2009 ASSETS Current assets Cash and cash equivalents $ 6,924 $ 990

Total current assets 6,924 990

Total assets $ 6,924 $ 990

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY Current liabilities Accrued expenses 22,075 22,075 Accrued salaries, officer, net 96,050 159,823 Accrued payroll taxes 29,224 20,000 -

Total current liabilities 147,349 201,898

Commitments - -

Stockholders’ deficiency Common stock, 120,000,000 shares authorized, par value $0.001 per share, no shares issued and outstanding - - Common stock to be issued, 15,051,667 shares 417,625 215,525 Deficit accumulated during development stage (558,050) (416,433)

Total stockholders’ deficiency (140,425) (200,908)

Total liabilities and stockholders’ deficiency $ 6,924 $ 990

See accompanying notes to financial statements

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

Period from December 17, Year Ended 2007 (inception) December 31, to December 31, 2010 2010 2009

Film Revenue $ 25,000 $ - $ 25,000

General and administrative expenses (238,927) (182,814) (655,360)

Net loss $ (213,927) $ (182,814) $ (630,360)

Net loss per share, basic and diluted $ (0.00) $ (0.00)

Weighted average number of shares outstanding, weighted and diluted 15,051,667 10,948,000

See accompanying notes to financial statements

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY December 17, 2007 (Inception) to December 31, 2010

Common Stock to be issued

Number of Accumulated

shares Amount Deficit Total Balance, December 17, 2007 (inception) - $ - $ - $ -

Shares to be issued to founder 10,000,000 - - -

- - -

Balance, December 31, 2007 10,000,000 - - -

Fair value of shares to be issued for services 250,000 62,500 - 62,500

Shares to be issued for cash, net of offering costs 698,000 153,025 - 153,025

Net loss - - (233,619) (233,619)

Balance, December 31, 2008 10,948,000 215,525 (233,619) (18,094)

Net loss - - (182,814) (182,814)

Balance, December 31, 2009 10,948,000 $ 215,525 $ (416,433) $ (200,908)

Shares to be issued for cash, net of offering costs 636,667 202,100 - -

Net loss - - (213,927) (213,927)

Balance, December 31, 2010 15,051,667 $ 417,625 $ (630,360) $ (414,835)

See accompanying notes to financial statements 27

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS

Year Ending December 31, Period December 17, 2007 (inception) to 2010 2009 December 31, 2010

Cash Flows from Operating Activities Net Loss $ (213,927) $ (182,814) $ (630,360) Adjustments to reconcile net loss to net cash used in operating activities: Fair value of shares issued for services - - 62,500 Changes in operating assets and liabilities: Accrued expenses 32,075 10,000 22,075 Accrued salaries, officer, net (55,406) 151,456 96.050 Accrued payroll taxes 29,224 2,075 24,186 Net cash used in operating activities (208,034) (19,283) (424,549)

Cash Flows from Investing Activities Note receivable - - - Net cash used in investing activities - - -

Cash Flows from Financing Activities Proceeds from issuance of common stock 202,100 - 417,625 Net cash provided by financing activities 202,100 - 417,625

Increase (decrease) in cash 5,934 (19,283) 6,924

Cash and cash equivalents, beginning of period 990 20,273 - Cash and cash equivalents , end of period $ 6.924 $ 990 $ 6.924

Supplementary cash flow information Income taxes paid $ - $ - $ - Interest paid $ - $ - $ -

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS December 31, 2010

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of business UBU Holdings, Inc. (“the Company”) was incorporated as a Nevada corporation on December 17, 2007. The Company’s business plan is to provide ethnic television programming to the minority programming interests of the African-American and English-speaking Hispanic population markets across the United States. The Company is a development stage enterprise pursuant to the guidance issued by the Financial Accounting Standards Board (“FASB”). All losses accumulated since the inception of the Company will be considered as part of the Company’s development stage activities. The Company has generated insignificant revenue. The Company’s fiscal year end is December 31.

Going concern For the Year ended December 31, 2010 and for the year ended December 31, 2009, the Company recorded net losses of $213,927 and $182,814, respectively, and had a working capital deficit of $140,325 and an accumulated deficit of $630,360 at December 31, 2010. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty. The Company intends to raise funds to finance operations until the Company achieves profitable operations. The Company’s capital requirements for the next 12 months will continue to be significant. If adequate funds are not available to satisfy either medium or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cut back our operations.

Basis of presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2010 included elsewhere in the registration statement. The results of operations for interim periods are not necessarily indicative of the results expected for a full year or for any future period.

Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue recognition Revenue for consulting services is recognized when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the services and or products has occurred; (iii) the selling price is both fixed and determinable and; (iv) collectibility is reasonably assured, generally which occur when the Company has completed its contractual obligations to provide consulting services.

Share-based payments The Company periodically issues shares of common stock to employees and non-employees for services. Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period.

The Company has no options or warrants to purchase shares of common stock outstanding at December 31, 2010 and 2009.

Income Taxes The Company accounts for income taxes and related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to be in effect during the year in which the basis differences reverse.

Loss per Share Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. The diluted earnings per share calculation gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method. As of December 31, 2010 and 2009, the Company had no common stock equivalents outstanding.

Financial assets and liabilities measured at fair value Fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non- financial assets and liabilities as permitted. The adoption of the authoritative guidance did not have a material impact on the Company’s fair value measurements. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company’s assumptions.

The Company is required to use of observable market data if such data is available without undue cost and effort.

At December 31, 2010, the carrying amounts of financial instruments, including cash, and accounts payable and accrued liabilities approximate fair value because of their short maturity.

Comprehensive loss For the period December 17, 2007 (inception) to December 31, 2010, the Company had no items that represent other comprehensive income or loss.

Concentration of Credit Risk Financial instruments that are exposed to concentrations of credit risk consist principally of cash. The Company places its cash in what it believes to be credit-worthy financial institutions. However, cash balances may have exceeded federally insured levels at various times during the year. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk in cash.

Recent Accounting Pronouncements In June 2009, the FASB issued authoritative guidance on accounting standards codification and the hierarchy of generally accepted accounting principles (“GAAP") effective for interim and annual reporting periods ending after September 15, 2009. The FASB accounting standards codification (“ASC, “Codification”) has become the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with GAAP. All existing accounting standard documents are superseded by the Codification and any accounting literature not included in the Codification will not be authoritative. However, rules and interpretive releases of the SEC issued under the authority of federal securities laws will continue to be sources of authoritative GAAP for SEC registrants. Beginning with the interim period ending September 30, 2009, all references made by the Company to GAAP in its consolidated financial statements use the Codification numbering system. The Codification does not change or alter existing GAAP and, therefore, it does not have an impact on our financial position, results of operations and cash flows.

In June 2009, the FASB made an updated the principle for the consolidation of variable interest entities. Among other things, the update replaces the calculation for determining which entities, if any, have a controlling financial interest in a variable interest entity (VIE) from a quantitative based risks and rewards calculation, to a qualitative approach that focuses on identifying which entities have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. The update also requires ongoing assessments as to whether an entity is the primary beneficiary of a VIE. 31 previously, reconsideration was only required upon the occurrence of specific events), modifies the presentation of consolidated VIE assets and liabilities, and requires additional disclosures about a company’s involvement in VIE’s. This update will be effective for fiscal years beginning after November 15, 2009. The Company does not currently believe that the adoption of this update will have any effect on its consolidated financial position and results of operations.

In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective for us beginning July 1, 2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method.

The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We believe the adoption of this new guidance will not have a material impact on our financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

NOTE 2 NOTE RECEIVABLE

On March 11, 2009, the Company made a short-term, non-interest bearing loan with a term of seven days that was due March 18, 2009. As of December 31, 2010, the loan had not been repaid and the Company deemed that it is uncollectible and wrote off the amount as of December 31, 2009.

NOTE 3 ACCRUED SALARIES, OFFICER, NET

As of December 31, 2010 and December 31, 2009, the Company had accrued a total of $279,900 and $179,900, respectively, of salary due to its Chief Executive Officer. Also as of December 31, 2010 and December 31, 2009, the Company had made total advances of $92,240 and $91,610, respectively, to its Chief Executive Officer. At December 31, 2010 and December 31, 2009, $96,050 and $88,290, respectively, represents the net amount due to the Company’s Chief Executive Officer.

For the Year ended December 31, 2010 and 2009, salary expense for the Company’s Chief Executive Officer was $100,000 and $100,000, respectively.

NOTE 4 INCOME TAXES

The Company has federal and state net operating loss carryforwards that can be used through 2019 to offset taxable income, and accordingly, has not recorded a provision for income taxes in the current year.

Significant components of the Company's deferred income tax liability at December 31, 2010 and December 31, 2009 are as follows:

December 31, December 31, 2010 2009 Deferred tax assets: Net operating loss carry forward 213,927 140,000 Share-based compensation 0 25,000 Total deferred tax assets 213,927 165,000 Valuation allowance (213,927) (165,000) Net deferred income tax asset $- $-

In the Company’s opinion, based on the weight of available evidence, it is more likely than not it will not generate sufficient taxable income in the future to fully realize the net deferred tax asset. Accordingly, a valuation allowance for the deferred tax asset has been recorded.

Reconciliation of the effective income tax rate to the U.S. statutory rate for the Year ended December 31, 2010 is as follows:

Tax expense at the U.S. statutory income tax rate 34.0% State tax net of federal tax benefit 5.8% Net effect of net operating loss and other (39.8%) Effective income tax rate 0.0%

Pursuant to the authoritative guidance issued by the FASB, a company can recognize an income tax benefit only if the position has a more likely than not chance of being sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FASB also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2010, the Company does not have a liability for unrecognized tax uncertainties.

NOTE 5 - CAPITAL STOCK

The Company was capitalized on December 17, 2007 when it granted 10,000,000 shares of common stock valued at zero to its founder.

In 2009, the Company agreed to issue for cash 698,000 shares of common stock at $0.25 per share. Total consideration received, net of issuance costs, was $153,025.

In 2009, the Company agreed to issue 250,000 shares of common stock for services with a fair value of $0.25 per share, for a total of $62,500. The value of the shares were based on the price of shares of the Company's common stock sold in contemporaneous private placements and were recorded as consulting expense in 2009. Pursuant to the agreement with the service provider, if the fair value of Company’s shares of common stock is below $1.00 per share once the shares are listed on a stock exchange in the United States of America. If the stock is below $1.00 a share, the Company will issue up to 250,000 additional shares.

In 2010, the Company agreed to issue for cash 636,667 shares of common stock at $0.25 per share and then later at $0.75 per share. Total consideration received, net of issuance costs, was $202,100.

There were no other equity transactions during the period December 17, 2007 (inception) to 34

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

9 MONTHS ENDED SEPTEMBER 30, 2010 35

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE 3 BALANCE SHEETS AS OF DECEMBER 31, 2009 AND SEPTEMBER 30, 2010

PAGE 4 STATEMENTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 2009 AND NINE MONTHS ENDED SEPTEMBER 30, 2010

PAGE 5 STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIENCY FOR THE PERIOD DECEMBER 17, 2007 (INCEPTION) TO SEPTEMBER 30, 2010

PAGE 6 STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2009 AND NINE MONTHS ENDED SEPTEMBER 30, 2010

PAGES 7-12 NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of UBU Holdings, Inc. (a Development Stage Company) Los Angeles, California

We have audited the accompanying balance sheets of UBU Holdings, Inc.(the “Company”) (a development stage company) as of December 31, 2009 and the Nine Months Ended September 30, 2010, and the related statements of operations, changes in stockholders' deficiency, and cash flows for the years ended December 31, 2009 and 2008, and for the period December 17, 2007 (Inception) to September 30, 2010. 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 audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of UBU Holdings, Inc. (a development stage company) as of September 30, 2010 and the Year Ended December 31, 2009, and the results of its operations and its cash flows for the years ended December 31, 2009 and 2008, and for the period December 17, 2007 (Inception) to September 30, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming UBU Holdings, Inc. will continue as a going concern. The Company has experienced recurring losses since inception and has a stockholders’ deficiency at September 30, 2010. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in Note 1 to the financial statements. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Weinberg & Company, P.A.

Los Angeles, California October 31, 2010 37

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS

December 31, September 2009 30, 2010

ASSETS Current assets Cash and cash equivalents $ 990 $ 14,632

Total current assets 990 14,632

Total assets $ 990 $ 14,632

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY Current liabilities Accrued expenses 22,075 20,000 Accrued salaries, officer, net 159,823 132,325 Accrued payroll taxes 20,000 38,174

Total current liabilities 201,898 190,499

Commitments - -

Stockholders’ deficiency Common stock, 120,000,000 shares authorized, par value $0.001 per share, no shares issued and outstanding - - Common stock to be issued, 14,779,000 shares 215,525 338,125 Deficit accumulated during development stage (416,433) (543,151)

Total stockholders’ deficiency (200,908) (205,026)

Total liabilities and stockholders’ deficiency $ 990 $ 14,632

See accompanying notes to financial statements

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

Nine Months Ended September Year Ended 30, 2010 December 31, 2009 2008

Consulting revenue $ - $ - $ -

General and administrative expenses (182,814) (233,619) (126,718)

Net loss $ (182,814) $ (233,619) $ (126,718)

(0.00) Net loss per share, basic and diluted $ (0.00) $ (0.00) $

Weighted average number of shares outstanding, weighted and diluted 14,415,000 14,415,000 14,779,000

See accompanying notes to financial statements

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY December 17, 2007 (Inception) to September 30, 2010

Common Stock to be issued

Number of Accumulated

shares Amount Deficit Total Balance, December 17, 2007 (inception) - $ - $ - $ -

Shares to be issued to founder 10,000,000 - - -

Shares to be issued, net of offering costs 3,467,000 - - -

Balance, December 31, 2007 13,467,000 - - -

Fair value of shares to be issued for services 250,000 62,500 - 62,500

Shares to be issued for cash, net of offering costs 698,000 153,025 - 153,025

Net loss - - (233,619) (233,619)

Balance, December 31, 2008 14,415,000 215,525 (233,619) (18,094)

Net loss - - (182,814) (182,814)

Balance, December 31, 2009 14,415,000 $ 215,525 $ (416,433) $ (200,908)

Shares to be issued for cash, net of offering costs 364,400 122,600 - -

Net loss - - (126,718) (126,718)

Balance, September 30, 2010 14,779,000 $ 338,125 $ (543,151) $ (327,626)

See accompanying notes to financial statements 40

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS

Year Ending December 31, Nine Months Ended September 30, 2010 2009 2008

Cash Flows from Operating Activities Net Loss $ (182,814) $ (233,619) $ (126,718) Adjustments to reconcile net loss to net cash used in operating activities: Fair value of shares issued for services - 62,500 - Changes in operating assets and liabilities: Accrued expenses 10,000 20,000 - Accrued salaries, officer, net 151,456 8,367 (4,620) Accrued payroll taxes 2,075 10,000 22,470 Net cash used in operating activities (19,283) (132,752) (108,868)

Cash Flows from Investing Activities Note receivable - - - Net cash used in investing activities - - -

Cash Flows from Financing Activities Proceeds from issuance of common stock - 153,025 122,600 Net cash provided by financing activities - 153,025 122,600

Increase (decrease) in cash (19,283) 20,273 13,732

Cash and cash equivalents, beginning of period 20,273 - 990 Cash and cash equivalents , end of period $ 990 $ 20,273 $ 14,632

Supplementary cash flow information Income taxes paid $ - $ - $ - Interest paid $ - $ - $ -

UBU HOLDINGS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS September 30, 2010

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Going concern For the Nine Months ended September 30, 2010, the Company recorded net losses of $126,718 and had a working capital deficit of $108,868 and an accumulated deficit of $327,626 at September 30, 2010. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty. The Company intends to raise funds to finance operations until the Company achieves profitable operations. The Company’s capital requirements for the next 12 months will continue to be significant. If adequate funds are not available to satisfy either medium or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cut back our operations.

Basis of presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2009 included elsewhere in the registration statement. The results of operations for interim periods are not necessarily indicative of the results expected for a full year or for any future period.

Revenue recognition Revenue for consulting services is recognized when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the services and or products has occurred; (iii) the selling price is both fixed and determinable and; (iv) collectability is reasonably assured, generally which occur when the Company has completed its contractual obligations to provide consulting services.

The Company has no options or warrants to purchase shares of common stock outstanding as of September 30, 2010.

Loss per Share Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. The diluted earnings per share calculation gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method. As of September 30, 2010, the Company had no common stock equivalents outstanding.

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company’s assumptions.

The Company is required to use of observable market data if such data is available without undue cost and effort.

At September 30, 2010, the carrying amounts of financial instruments, including cash, and accounts payable and accrued liabilities approximate fair value because of their short maturity.

Comprehensive loss For the period December 17, 2007 (inception) to September 30, 2010, the Company had no items that represent other comprehensive income or loss.

In June 2009, the FASB made an updated the principle for the consolidation of variable interest entities. Among other things, the update replaces the calculation for determining which entities, if any, have a controlling financial interest in a variable interest entity (VIE) from a quantitative based risks and rewards calculation, to a qualitative approach that focuses on identifying which entities have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. The update also requires ongoing assessments as to whether an entity is the primary beneficiary of a VIE. 44 previously, reconsideration was only required upon the occurrence of specific events), modifies the presentation of consolidated VIE assets and liabilities, and requires additional disclosures about a company’s involvement in VIE’s. This update will be effective for fiscal years beginning after November 15, 2009. The Company does not currently believe that the adoption of this update will have any effect on its consolidated financial position and results of operations.

NOTE 2 NOTE RECEIVABLE

On March 11, 2009, the Company made a short-term, non-interest bearing loan with a term of seven days that was due March 18, 2009. As of December 31, 2009, the loan had not been repaid and the Company deemed that it is uncollectible and wrote off the amount as of December 31, 2009.

NOTE 3 ACCRUED SALARIES, OFFICER, NET

As of September 30, 2010, the Company had accrued a total of $254,900 of salary due to its Chief Executive Officer. As of September 30, 2010, the Company had made total advances of $122,575 to its Chief Executive Officer. At September 30, 2010, $132,325 represents the net amount due to the Company’s Chief Executive Officer. For the Nine Months ended September 30, 2010, the salary expense for the Company’s Chief Executive Officer was $75,000.

NOTE 4 INCOME TAXES

Significant components of the Company's deferred income tax liability at December 31, 2009 and December 31, 2008 are as follows:

December 31, December 31, 2009 2008 Deferred tax assets: Net operating loss carry forward 140,000 $ 68,000 Share-based compensation 25,000 25,000 Total deferred tax assets 165,000 93,000 Valuation allowance (165,000) (93,000) Net deferred income tax asset $- $-

Reconciliation of the effective income tax rate to the U.S. statutory rate for the Year ended December 31, 2009 is as follows:

Tax expense at the U.S. statutory income tax rate 34.0% State tax net of federal tax benefit 5.8% Net effect of net operating loss and other (39.8%) Effective income tax rate 0.0%

Pursuant to the authoritative guidance issued by the FASB, a company can recognize an income tax benefit only if the position has a more likely than not chance of being sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FASB also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of September 30, 2010, the Company does not have a liability for unrecognized tax uncertainties.

NOTE 5 - CAPITAL STOCK

The Company was capitalized on December 17, 2007 when it granted 10,000,000 shares of common stock valued at zero to its founder.

In 2007, The Company agreed to issue for cash 3,467,000 shares of common stock at $0.25 per share. In 2008, the Company agreed to issue for cash 698,000 shares of common stock at $0.25 per share. Total consideration received, net of issuance costs, was $153,025. In 2008, the Company agreed to issue 250,000 shares of common stock for services with a fair value of $0.25 per share, for a total of $62,500. The value of the shares were based on the price of shares of the Company's common stock sold in contemporaneous private placements and were recorded as consulting expense in 2008. Pursuant to the agreement with the service provider, if the fair value of Company’s shares of common stock is below $1.00 per share once the shares are listed on a stock exchange in the United States of America. If the stock is below $1.00 a share, the Company will issue up to 250,000 additional shares.

In the first Nine Months of 2010, the Company agreed to issue 364,000 shares of common stock at $0.25 per share. Total consideration received, net of issuance costs, was $122,600. There were no other equity transactions during the period December 17, 2007 (inception) to September 30, 2010.

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