(State or other jurisdiction of

incorporation or organization)

UCN paid $500,000 in cash to or for the benefit of the BMP stockholders at closing.

UCN issued to the BMP stockholders 1,535,836 shares of its restricted common stock.

UCN agreed to pay to the BMP stockholders $2.0 million of additional cash in 36 equal monthly installments of $55,556, subject to adjustment under certain circumstances. Specifically, if monthly recurring revenue from the sale of ECHO services to customers of the ECHO services as of the date of closing falls, after closing, below $265,766 per month (as adjusted down over the payment period based on a 2% annual attrition rate) the monthly payment will be adjusted down dollar for dollar for each monthly shortfall during the first two years of the payment period and 50 cents for each dollar of monthly shortfall in the last year. However, for any months during the payment period that the monthly recurring revenue from the ECHO legacy customers exceeds the required amount, the excess will be accumulated and applied to reduce a monthly shortfall before any reduction in the monthly payment and will also be applied to recoup the portion of any payments in prior months not made because of a shortfall. Payment of the $2.0 million (or lesser adjusted amount) is secured by the ECHO software acquired by Echo Metrics through the merger.

UCN agreed to pay to the BMP stockholders a contingent quarterly earnout based on monthly recurring revenue from the sale of ECHO services during the four-year period after closing. If only monthly recurring revenue for each calendar quarter after closing exceeds a base amount of $900,000, UCN will pay to the Security Holders 15% of the revenue in excess of the base for the first year, 16% of the revenue in excess of the base

for the second year, 18% of the revenue in excess of the base for the third year, and 20% of the revenue in excess of the base for the last year. The aggregate amount of the contingent quarterly payments cannot exceed $7.0 million. If after giving effect to the distribution of the contingent quarterly payment for a given quarter the total value of the UCN stock issued to the Security Holders is less than 40% of the total consideration paid to date, then the payment for that quarter will be made in shares of common stock of UCN (based on market value at the time of payment) to the extent necessary so that the total consideration paid to the Security Holders is 40% common stock of UCN.

UCN will be entitled to use on an exclusive basis for a term of three years BenchmarkPortal’s “RealityCheck™” service with prospects for UCN services to facilitate the sales effort in exchange for payment to BenchmarkPortal of a fee based on revenue generated by prospects who become customers of UCN following the RealityCheck™ service, and

UCN will be entitled to offer, for a term of three years, through its sales channel, as an independent sales agent, other services of BenchmarkPortal in exchange for a sales commission equal to a percentage of the revenue generated from the sale, which varies depending on the BenchmarkPortal service sold.

Issue to the members non-interest bearing promissory notes in the in the aggregate principal amount equal $360,676 paid in 48 equal monthly installments, which are secured by the ScheduleQ software code and any improvements thereto;

Issue to the members 108,912 restricted common shares of UCN with an aggregate market value of $330,000;

Pay liabilities of ScheduleQ in the amount of $256,324; and

Pay to the members over a term of 48 months an earnout based on the number of ScheduleQ licenses sold by UCN with a minimum aggregate earnout payment of $100,000 and a maximum of $982,000.

Description of Document

Agreement and Plan of Acquisition dated January 12, 2007, including all exhibits except for:

Exhibit A – Articles of Merger, which is presented as Exhibit 2.2;

Exhibit E – Unaudited Financial Statements of BenchmarkPortal, Inc., which are replaced by the annual audited and interim unaudited financial statements included in this report; and

The Disclosure Schedule of BenchmarkPortal, Inc., the contents of which are described in reasonable detail in the Agreement and Plan of Acquisition, is omitted and will be provided supplementally to the Securities and Exchange Commission upon request.

Independent Auditor’s Report

Balance Sheets as of December 31, 2005 and 2004 (Audited) and September 30, 2006 (Unaudited)

Statements of Operations for the Years ended December 31, 2005 and 2004 (Audited) and for the Nine-Month Periods ended September 30, 2006 and 2005 (Unaudited)

Statements of Stockholders’ Equity for the Years ended December 31, 2005 and 2004 (Audited) and for the Nine-Month Period ended September 30, 2006 (Unaudited)

Statements of Cash Flows for the Years ended December 31, 2005 and 2004 (Audited) and for the Nine-Month Periods ended September 30, 2006 and 2005 (Unaudited)

Notes to Financial Statements

Deloitte & Touche LLP

299 South Main Street

Suite 1900

Salt Lake City, UT

USA

Tel: 801-328-4706

Fax: 801-366-7900

www.deloitte.com

(Unaudited)

September 30,

2006

Current assets:

Cash

Receivables, net

Prepaid expenses

Barter credits

Deferred tax asset

Other current assets

Total current assets

Property and equipment, net

Other assets

Total assets

Current liabilities:

Accounts payable

Accrued liabilities

Related party commissions payable

Deferred revenue

Current portion of capital lease obligation

Total current liabilities

Capital lease obligation, long-term portion

Deferred tax liability

Total liabilities

Commitments and contingencies (Notes 11, 13, and 14)

Stockholders’ equity:

Series A convertible preferred stock, no par value, 1,280,000 shares authorized, 1,216,666 shares issued and outstanding, (aggregate liquidation preference of
$608,000)

Series B convertible preferred stock, no par value, 4,542,000 shares authorized, 4,382,334 shares issued and outstanding (aggregate liquidation preference of
$674,205)

Common stock, no par value, 25,000,000 shares authorized, 17,291,979, 17,246,667, and 17,256,667 shares issued and outstanding, respectively

Related party subscription receivable

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

(Unaudited)

Nine Months

Ended

September 30,

Years Ended

December 31,

Revenues:

Survey and related services

Consulting services

Other

Total revenues

Operating expenses:

Cost of services

Selling, general, and administrative

Total operating expenses

Income (loss) from operations

Other income (expense):

Interest income

Other

Other income (expense), net

Income (loss) before income taxes

Income tax expense (benefit):

Current

Deferred

Total income tax expense (benefit)

Net income (loss)

Net income (loss) per common share:

Basic

Diluted

Weighted average common shares outstanding:

Basic

Diluted

Series A

Convertible

Preferred Stock

Series B

Convertible

Preferred Stock

Related Party
Subscription

Receivable

Accumulated

Deficit

Total

Balance, January 1, 2004

Common stock issued upon exercise of options

Expense for options granted to consultants

Common stock issued for subscription receivable

Net income

Balance, December 31, 2004

Common stock issued upon exercise of options

Repurchase and retirement of common stock

Expense for options granted to employees

Net income

Balance, December 31, 2005

Common stock issued upon exercise of options

Expense for options granted to employees

Net income

Balance, September 30, 2006 (unaudited)

(Unaudited)

Nine Months Ended
September 30,

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Bad debt expense

Depreciation and amortization

Stock-based compensation

Deferred taxes

Changes in operating assets and liabilities:

Receivables

Prepaid expenses

Barter credits

Other current assets

Other assets

Accounts payable

Accrued liabilities

Related party commissions payable

Deferred revenue

Net cash provided by operating activities

Cash flows from investing activities -

Purchases of property and equipment

Cash flows from financing activities:

Payments made on capital lease

Proceeds from exercise of options

Repurchase and retirement of common stock

Net cash (used in) provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

Interest paid

Income taxes paid

1.      Description of the Company and Summary of Significant Accounting Policies

Organization

BenchmarkPortal, Inc. (the “Company”), a California corporation, was incorporated in November, 1998 and began operations in Santa Maria, California, in January 1999. It has been dedicated to providing products, services consulting and certification to the customer contact center industry, commonly called the “call center” industry. The Company has two divisions, the Echo Division and the Portal Division.

The larger division is Echo, which stands for “Every Customer Has Opinions”. Echo resulted from a specific request from eBay to design, create and deploy a comprehensive customer satisfaction measurement solution for its customer contact centers. As a result of this, Echo provides hosted satisfaction survey products for the customer contact sector, which are used:

a.      to measure customer satisfaction in near-real time, right down to the agent level;

b.      to monitor and coach agents;

c.      to act as fulcrum for customer recovery systems (i.e. to recoup dissatisfied customers) by pro-actively contacting customers who rate their interaction poorly.

The Portal Division is devoted to benchmarking and related activities for contact centers. Its offerings include:

a.      Reality Check™, which is an on-line benchmarking survey that allows managers to enter their contact center metrics (such as average speed of answer, average talk time, etc.) and receive back reports comparing their performance to other contact centers in the same industry;

b.      In Depth Reality Check™, which is an expanded version of Reality Check, and which provides more metrics and greater managerial information for identifying performance gaps that need to be rectified;

c.      Contact Center Audits, which are short “deep dive” on-site consulting engagements conducted by trained call center consulting professionals;

1.      Description of the Company and Summary of Significant Accounting Policies Continued

Organization - Continued

d. Contact Center of Excellence™ (CCE) certification, which is awarded to contact centers who score among the top performers in the In Depth Reality Check, and who are also independently tested for customer satisfaction and agent satisfaction to ensure that they merit CCE designation;

e. Industry Benchmarking Reports, which are rich, “off the shelf” benchmarking reports that report industry averages from the database;

f.       One Minute Surveys™, Best Practices Research Reports and White Papers. These are sponsored research projects which focus on hot industry topics.

Basis of Presentation

The accompanying financial statements are presented in accordance with accounting principles generally
accepted in the United States of America (US GAAP).

Unaudited Information

In the opinion of management, the accompanying unaudited financial statements as of September 30, 2006 and
for the nine months ended September 30, 2006 and 2005 contain all adjustments (consisting of normal
recurring adjustments) necessary to present fairly the financial position and results of operations for the
periods shown. The results of operations for the nine month period ended September 30, 2006 are not
necessarily indicative of the results to be expected for the full year.

Summary of Significant Accounting Policies

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America 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 these estimates.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, all highly liquid assets with an original maturity at date of
purchase of three months or less are considered to be cash equivalents.

1.      Description of the Company and Summary of Significant Accounting Policies Continued

Cash and Cash Equivalents – Continued

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accountsreceivable is comprised of amounts billed to customers, net of an allowance for uncollectible amounts. The allowance represents estimated losses resulting from customers’ failure to make required payments. The allowance for doubtful accounts is determined by management based on specific identification and a percentage of the aged receivables. Accounts receivable are written off against the allowance when the related customers are no longer making required payments and all other methods of collection have been exhausted.

Barter Credits

The Company receives barter credits in the form of “airline dollars” as payment for goods and services from a major airline customer. Revenue from barter credits was $96,000 for the year ended December 31, 2005 and $90,000 and $60,000 for the nine months ended September 30, 2006 and 2005, respectively. Such barter credits are recorded in the financial statements at fair value based on the goods or services provided in exchange for the credits. All revenues earned by the Company whether paid for through barter credits or other monetary consideration are recognized in accordance with the Company’s established revenue recognition policies.

The Company evaluates the carrying value of barter credits whenever events or circumstances indicate the existence of a possible impairment and recognizes impairment when the fair value of barter credits is less than carrying value or it is probable that the Company will not be able to use all of the remaining barter credits. Management believes the carrying value of barter credits is recoverable because “airline dollars” can be redeemed for any purpose (business travel, bonus compensation to employees, etc.) against the airline’s published airfares, there are no “blackout periods” or other significant restrictions on the use of the credits and historically the Company has been able to use these credits to compensate employees.

1.      Description of
the Company
and Summary
of Significant
Accounting
Policies
Continued

Property and Equipment

Property and equipment is stated at cost. Major additions and improvements are capitalized, while minor repairs and maintenance costs are expensed when incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets as follows:

Accounts Payable

Accounts payable consist of normal trade payables.

Net Income (Loss) Per Common Share

Basic net income (loss) per common share (“Basic EPS”) excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other common stock equivalents were exercised or converted into common stock. Common stock equivalents arising out of stock options, warrants and preferred stock equal to 6,158,912, 5,640,572 and 5,992,291 were outstanding at September 30, 2006 and December 31, 2005 and 2004, respectively. Common stock equivalents were not included in Diluted EPS for the year ended December 31, 2005 because the effect would be anti-dilutive.

1.      Description of
the Company
and Summary
of Significant
Accounting
Policies
Continued

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based Payment”, which amended SFAS No. 123, “Accounting for Stock Based Compensation”, which the Company adopted on January 1, 2006. This amendment requires the Company to recognize as compensation expense the fair value of stock options granted for compensation to employees (fair value method). Prior to this amendment and in accordance with SFAS No. 123, the Company elected to recognize as compensation expense the intrinsic value of stock options granted as compensation to employees (intrinsic value method), and to disclose as pro forma compensation the fair value of those stock options. The Company recognizes as compensation expense the fair value of stock options granted as compensation to nonemployees.

1.      Description of
the Company
and Summary
of Significant
Accounting
Policies
Continued

Stock-Based Compensation – Continued

During the nine months ended September 30, 2005 (unaudited), and the years ended December 31, 2005 and 2004, the Company recognized as compensation expense $56, $75, and $75 related to options issued to employees, respectively, net of related tax effects, under the intrinsic value method. Had the Company elected to recognize as compensation expense the fair value of stock options granted for compensation to employees, the Company’s net income and income per share would have been as follows:

1.      Description of
the Company
and Summary
of Significant
Accounting
Policies
Continued

Stock-Based Compensation – Continued

The Company granted stock options during the nine months ended September 30, 2006 and 2005 (unaudited), and the years ended December 31, 2005, and 2004. The Company has estimated the fair value of options granted using the Black-Scholes option-pricing model. The weighted average fair value of the options granted and the assumptions used to estimate fair value are as follows:

The Company maintains a 2000 Stock Incentive Plan (the “Plan”) for the benefit of certain employees under which 3,500,000 shares of common stock may be issued. Both incentive and nonqualified stock options may be issued under the Plan. Nonqualified stock options, incentive stock options, and stock options granted to holders of 10% or more of the combined voting power of the Company’s stock shall not have an exercise price that is less than 85%, 100%, and 110% of the fair value of the Company’s shares of common stock on the date of grant, respectively. Each option shall become fully exercisable no later than four years from the date of grant. While stock options may be granted with varying expiration dates, stock options shall not have an expiration date that exceeds ten years from the date of grant.

The Company also has an outstanding warrant granted to a company in November 2000, which warrants the holder to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $.05 per share. This warrant shall be exercisable beginning on the date that is six months after the effective date of an initial public offering of the Company’s common stock, or immediately prior to the effective date of a change in control of the Company. This warrant expires two years after the effective date of an initial public offering of the Company’s stock.

1.      Description of
the Company
and Summary
of Significant
Accounting
Policies
Continued

Stock-Based Compensation – Continued

The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2006 and 2005 (unaudited), and the years ended December 31, 2005 and 2004:

Of the 100,000 shares granted in 2006, 25,000 were forfeited when the employee left within the year. The remaining 75,000 options, granted to employees who are still employed by the Company, were granted outside of the Plan, to allow for a $.12 strike price, which is lower than the level allowed under the Plan.

The following table summarizes the Company’s stock options outstanding at September 30, 2006 (unaudited):

1.      Description of
the Company
and Summary
of Significant
Accounting
Policies
Continued

Other Comprehensive Income

There were no components of other comprehensive income other than net income.

Income Taxes

The Company recognizes a liability or asset for the deferred income tax consequences of all temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the assets and liabilities are recovered or settled. These deferred income tax assets or liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Recognition of deferred tax assets is limited to amounts considered by management to be more likely than not of realization in future periods.

Revenue Recognition

Revenue is recognized once persuasive evidence of an arrangement exists, delivery has occurred, the Company’s fee is fixed or determinable, and collectibility is probable. The Company offers the following products and services:

•     The Company offers Echo™ model, a customer satisfaction survey tool to call centers that collects, analyzes and reports real-time customer feedback. Echo™ model is offered via one-year contracts that include an initial setup fee and monthly usage fees. These contracts automatically renew annually until terminated by either party to the contract. Revenue associated with both the setup fee and the first year’s usage fees is recognized ratably over the initial contract year. Thereafter, usage fees are recognized monthly as earned

•     The Company offers long-term consulting and research project services to call centers, typically for a fixed fee that is set in advance of the engagement. Revenues from these fixed-fee consulting engagements are deferred and recognized over the engagement period on a percentage of completion basis.

1. Description of
the Company
and Summary
of Significant
Accounting
Policies
Continued

Revenue Recognition – Continued

•     The Company offers various reporting tools to call centers that collect, analyze and report call center statistics for peer group benchmarking and best-practice development. These reports are offered via individual purchases or via annual subscription. Revenues from individual purchases are recognized upon delivery of the reports. Revenues from subscriptions are recognized ratably over the subscription periods.

•     The Company offers various other products and services, including evaluation and certification of call center operations, training and certification of call center personnel, a call center agent satisfaction survey tool (FairCompareTM), short-term consulting, speech events and workshops, and books and publications. Revenues from these products and services are recognized upon shipment of the product or completion of the service.

Long-Lived Assets

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company evaluates the carrying value of long-lived assets when events or circumstances indicate the existence of a possible impairment, based on projected undiscounted cash flows, and recognizes impairment when such cash flows will be less than the carrying values. Measurement of the amounts of impairments, if any, is based upon the difference between carrying value and fair value. Management believes the net carrying amount of long-lived assets will be recovered by future cash flows generated from its products and services.

1. Description of
the Company
and Summary
of Significant
Accounting
Policies
Continued

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value in US GAAP and expands disclosures about fair value measurements. This Statement will be effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the requirements of this new standard and has not concluded its analysis on the impact to the Company’s financial position or results of operations.

Fair Value of Financial Instruments

The carrying amounts reported in the accompanying balance sheets for cash, receivables, and accounts payable approximate fair values because of the immediate or short-term maturities of these financial instruments. The fair value of the Company’s capital lease obligation also approximates fair value based on current rates for similar debt.

2.      Receivables