UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 2001 Ubrandit.com 6405 Mira Mesa Boulevard, Suite 100 San Diego, CA 92121 Commission File No. 000-26799 Incorporated in the State of Nevada Federal Identification No. 87-0381646 Telephone: (858) 350-9566 Ubrandit.com Form 8-K/A This Amendment No. 1 amends the current report of Form 8-K filed by Ubrandit.com on May 2, 2001. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Consolidated Financial Statements Of Business Acquired Consolidated financial statements of Mindtronics Corporation and subsidiaries as of December 31, 2000 (unaudited) and September 30, 2000 and 1999, and the related consolidated statements of operations and cash flows for each of the three-month periods ended December 31, 2000 (unaudited) and 1999 (unaudited), and for the years ended September 30, 2000 and 1999, and for the period May 20, 1998 (inception) through September 30, 2000, and the consolidated statements of shareholders' equity for the three-month period ended December 31, 2000 (unaudited), and for the years ended September 30, 2000 and 1999, and for the period May 20, 1998 (inception) through September 30, 2000 are attached as Exhibit 99.1. (b) Pro Forma Financial Information Unaudited Pro Forma Condensed Combined Financial Information of Ubrandit.com as of December 31, 2000, and Unaudited Pro Forma Condensed Combined Statement of Operations of Ubrandit.com for the three-month period ended December 31, 2000 and the Unaudited Pro Forma Combined Statement of Operations for the year ended September 30, 2000 are attached as Exhibit 99.2. (c) Exhibits Exhibit 99.1 Consolidated financial statements of Mindtronics Corporation and subsidiaries as of December 31, 2000 (unaudited) and September 30, 2000 and 1999, and the related consolidated statements of operations and cash flows for each of the three-month periods ended December 31, 2000 (unaudited) and 1999 (unaudited), and for the years ended September 30, 2000 and 1999, and for the period May 20, 1998 (inception) through September 30, 2000, and the consolidated statements of shareholders' equity for the three-month period ended December 31, 2000 (unaudited), and for the years ended September 30, 2000 and 1999, and for the period May 20, 1998 (inception) through September 30, 2000. Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Information of Ubrandit.com as of December 31, 2000, and Unaudited Pro Forma Condensed Combined Statement of Operations of Ubrandit.com for the three-month period ended December 31, 2000 and for the year ended September 30, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Ubrandit.com Date: May 14, 2001 By: /S/ Roger C. Royce -------------------------------- Roger C. Royce, Chairman and CEO