UBIQUITY, INC. (OTCMKTS:UBIQ) Files An 8-K Other Events

Item 8.01 Other Events.

Suspension of Trading and Pending Administrative
Hearing.

As disclosed on March 20, 2017 in the Form 8-K filed by Ubiquity,
Inc., a Nevada corporation (the Company
or Ubiquity) (OTC Link: UBIQ), on March
20, 2017, the Securities and Exchange Commission
(SEC) announced the temporary
suspension of trading in the securities of the Company 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 would terminate 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 30 calendar days. As stated in its release, the
SEC temporarily suspended trading in the securities of Ubiquity
due to a lack of current and accurate information about the
company.

The Company also disclosed that it was named as a respondent in
an Order Instituting Administrative Proceedings and Notice of
Hearing to Section 12(j) of the Exchange Act, File No. 3-17884
(the Hearing). The purpose of the Hearing before
an Administrative Law Judge is to determine whether it is
necessary and appropriate for the protection of investors to
suspend for a period not exceeding twelve months or revoke the
registration, of each class of securities of the Company
registered to Section 12 of the Exchange Act. The hearing is
currently scheduled for April 17, 2017.

Through its counsel, the Company has been in contact with the SEC
regarding the upcoming hearing. In these communications, the
Company has informed the SEC of its plan to get current on
outstanding Section 12 filings and become fully compliant as soon
as is reasonably practicable.

The Restructuring Plan.

In addition, 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.

Since 2015, the 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 and/or its principal executive officer, Christopher
Carmichael. The Company has recently retained or is in the
process of retaining litigation counsel for all such matters to
the extent they are not resolved in the near future. Litigation
counsel is in the process of evaluating the Companys positions in
such matters, including the possibility of seeking to vacate the
default judgments.

Although the Company believes that under its proposed
Restructuring Plan set forth below (the Restructuring
Plan), most, if not all, of the 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.

As indicated in our March 24, 2017 Form 8-K, Ubiquity was unable
to file its Annual Reports on Form 10-K as of, and for the annual
periods ending December 31, 2015 and December 31, 2016 or the
quarterly reports on Form 10-Q required under the Exchange Act
during 2016, primarily due to its inability to obtain requisite
financial information from a Non-U.S. entity. We recently were
able to obtain such financial information and have instructed our
financial staff to immediately commence all procedures necessary
to enable us to prepare such financial statements, , including
our unaudited financial statements for the three months ended
March 31, 2017, and enable our auditors to audit our financial
statements for the two fiscal years ended December 31, 2015 and
December 31, 2016 and review such unaudited interim financial
statements.

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.

Such Restructuring Plan contemplates the following actions to be
taken by the Company:

Compliance with Exchange Act Reporting
Requirements.

The Company is currently working with its securities counsel and
its independent auditors, Hall Associates CPA to complete and
file with the SEC on or before June 30, 2017 or as soon
thereafter as is reasonably practicable, its:

(collectively, the SEC Reports).

In the event that the Companys registration under Section 12 of
the Exchange Act is revoked, or if the Company ultimately elects
to voluntarily delist its securities under the Exchange Act, the
Company will nevertheless undertake to complete on or about June
30, 2017 its audited and unaudited financial statements for the
fiscal years and interim periods described above. The 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.

However, if the Companys registration under Section 12 of the
Exchange 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 Companys
will ever be able to relist its securities for trading under
Section 12 of the Exchange Act.

Equity Financing

Under our proposed Restructuring Plan, the Company will undertake
to obtain commitments from strategic investors for a private
placement equity financing of between $5.0 million and $10.0
million. In such connection, the management of the Company 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 certain make-whole share
adjustments provided therein). All funds provided with
subscriptions would be placed into a special escrow account
acceptable to such investors, and shall be released to the
Company only upon consummation of the Restructuring Plan
described herein, including the filing of all SEC Reports and (if
applicable) relisting of the Company securities under Section 12
of the Exchange Act. In addition, such subscription agreement
provides that each subscribing investor will have the option,
exercisable within ten days of receipt of either (a) the Companys
2016 Form 10-K Annual Report and the Form 10-Q Quarterly Report
for the three months ended March 31, 2017, or (b) a registration
statement covering Company securities declared effective by the
SEC, to rescind his or its investment in Company securities.

There 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.

Settlements with Creditors.

Subject to establishment of an escrow account with a minimum of
$5,000,000, the Company will then seek to negotiate settlements
with its creditors which would include payment or restructuring
of the terms of convertible notes currently in default. There can
be no assurance that the Company will be able to effect such
settlements on terms acceptable to the Company, if at all.

Reverse Stock Split.

Simultaneous with the filing of the SEC Reports under the
Exchange Act or in connection with any subsequent registration
statement filed with the SEC, the board of directors of the
Company is considering filing an amendment to the Articles of
Incorporation of the Company to affect a 1:16 to 1:20 reverse
stock split of its 800,000,000 authorized shares of Common Stock,
and 290,760,132 issued and outstanding shares of Common Stock.
Upon conversion of outstanding convertible notes and warrants
approximately an additional 60,000,000 shares of Common Stock are
also subject to issuance.

If such reverse stock split is implemented, the Company would
have authorized 53,333,333 shares of Common Stock and 10,000,000
shares of Preferred Stock authorized under its restated Articles
of Incorporation, and approximately 19,384,000 shares of Common
Stock and 500 shares of preferred stock issued and outstanding.
Each of the 500 shares of such outstanding preferred stock
carries with it 1,000,000 votes at any regular or special
stockholders meeting or in connection with any consents required
by stockholders. All 500 shares of such preferred Stock are owned
by Christopher Carmichael, Board of Director and Connie Jordan,
the Executive Vice President of the Company.

Stockholders Meeting.

At such time as the Company has completed its audited financial
statements for the 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 a 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.

There can be no assurance that all or any material
portion of the Companys proposed Restructuring Plan will be
accomplished on or about June 30, 2017, if at all. The failure to
achieve all or substantially all of the provisions of such
Restructuring Plan would have a material and adverse effect on
the Company and put its ability to continue its business
operations into substantial doubt; as a result
of which current investors in the Company could lose their entire
investment.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

About UBIQUITY, INC. (OTCMKTS:UBIQ)

Ubiquity, Inc. is focused on providing a platform, which enables anyone to connect to Internet-based content on any type of device. The Company’s signature product is the Sprocket. The Sprocket can be downloaded onto any type of device (such as mobile phone, tablet, laptop) and then 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. The Sprocket also provides detailed analytics and data on the end users, delivering value as a marketing tool to the content providers and advertisers. The Company has various products that function on the Sprocket platform, such as GiftSender (a mobile wallet); Monkeybars (a social mobility distribution platform), and its video search engine. The Company also has video intelligence software, which it proposes to sell to government customers.

UBIQUITY, INC. (OTCMKTS:UBIQ) Recent Trading Information

UBIQUITY, INC. (OTCMKTS:UBIQ) closed its last trading session 00.000 at 0.280 with shares trading hands.