UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No. 000-26799
-----------
UBRANDIT.COM
--------------
(Exact name of registrant as specified in its charter)
Nevada 88-0381646
------ ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
6405 Mira Mesa Blvd. Ste 100 San Diego, CA
-------------------------------------------------
(Address of principal executive offices)
92121
-------
(Zip Code)
(858) 350-9566
----------------
(Registrant's telephone number,
including area code)
Former Address
2053 San Elijo Ave. Cardiff by the Sea, CA 92007
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for at least the past 90 days.
YES |X| NO |_|
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at July 31, 2001
----- -----------------------------
Common Stock $0.001 par value 24,517,333
UBRANDIT.COM
INDEX
PART I - FINANCIAL INFORMATION Page
- ------------------------------ ----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at June 30, 2001(unaudited)
and September 30, 2000 3
Condensed Consolidated Statements of Operations for the three and
nine months ended June 30, 2001 and June 30, 2000(unaudited) 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended June 30, 2001 and June 30, 2000(unaudited) 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
Item 3. Quantitative and Qualitative Disclosure About Market Risk 10
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit Index 13
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS
This Quarterly Report contains certain forward-looking statements that
involve risks and uncertainties. These forward-looking statements are not
historical facts but rather are based on current expectations, estimates and
projections about our industry, our beliefs and assumptions. We use words such
as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates" and variations of these words and similar expressions to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and other factors,
some of which are beyond our control, are difficult to predict and could cause
actual results to differ materially from those expressed or forecasted in the
forward-looking statements. You should not place undue reliance on these
forward-looking statements included or otherwise incorporated in this Quarterly
Report, which reflect our management's view only on the date of filing of this
report. We undertake no obligation to update these statements to reflect events
or circumstances that occur after the filing date of this Quarterly Report or to
reflect the occurrence of unanticipated events.
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
---------------------
Ubrandit.com
Condensed Consolidated Balance Sheets
June 30, September 30,
2001 2000
(unaudited)
--------------- ---------------
ASSETS
Current Assets
Cash $ 735,754 $ 3,700,864
Accounts receivable 10,553 14,969
Prepaid expenses 75,841 86,190
Deposits 5,500 50,374
Inventory 27,060 27,493
--------------- ---------------
Total current assets 854,708 3,879,890
Other Assets
Property and equipment, net 876,639 403,337
Core technology, net 266,540 361,790
Goodwill, net 11,781,683 1,320,310
Deposits 45,224 -
Other assets 10,020 -
--------------- ---------------
$ 13,834,814 $ 5,965,327
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 453,416 $ 177,814
Accrued expenses 232,775 110,897
Related party loan 45,254 30,590
Current portion of lease payable 81,521 35,243
Customer deposits - 39,434
--------------- ---------------
Total current liabilities 812,966 393,978
Other Liabilities
Leases payable, net of current portion 132,894 30,544
--------------- ---------------
Total liabilities 945,860 424,522
--------------- ---------------
Stockholders' equity
Common stock, $0.001 par value, 100,000,000
shares authorized; 24,517,333 (2001) and
12,167,333 (2000) shares issued and outstanding 24,517 12,167
Additional paid in capital 19,185,195 8,980,333
Accumulated deficit (6,320,758) (3,451,695)
--------------- ---------------
Total stockholders' equity 12,888,954 5,540,805
--------------- ---------------
$ 13,834,814 $ 5,965,327
=============== ===============
See accompanying notes to condensed consolidated financial statements.
3
Ubrandit.com
Condensed Consolidated Statements of Operations
(unaudited)
Three months Three months Nine months Nine months
ended ended ended ended
June 30, June 30, June 30, June 30,
2001 2000 2001 2000
-------------- -------------- -------------- --------------
Revenues $ 418,571 $ 356,471 $ 1,289,545 $ 473,782
Cost of sales 339,963 297,922 1,131,864 707,621
-------------- -------------- -------------- --------------
Gross margin 78,608 58,549 157,681 (233,839)
Selling, general and administrative 981,880 639,335 2,338,315 1,364,154
Depreciation and amortization 519,776 97,634 768,229 241,161
-------------- -------------- -------------- --------------
Loss from operations (1,423,048) (678,420) (2,948,863) (1,839,154)
Interest income 10,693 53,808 93,789 181,449
Interest expense (7,330) (2,596) (13,989) (3,326)
-------------- -------------- -------------- --------------
Net loss $ (1,419,685) $ (627,208) $ (2,869,063) $ (1,661,031)
============== ============== ============== ==============
Net loss per common share,
basic and diluted $ (0.07) $ (0.05) $ (0.19) $ (0.14)
============== ============== ============== ==============
Weighted average number of
shares, basic and diluted 20,528,322 11,930,652 15,008,359 11,802,205
============== ============== ============== ==============
See accompanying notes to condensed consolidated financial statements.
4
Ubrandit.com
Condensed Consolidated Statements of Cash Flows
(unaudited)
Nine months Nine months
ended ended
June 30, June 30,
2001 2000
-------------- --------------
Cash flows from operating activities:
Net loss $ (2,869,063) $ (1,661,031)
Adjustments to reconcile net loss to net cash
used in operations:
Depreciation & Amortization 769,220 241,161
Technology transfer to president in lieu of salary 24,000 -
Compensation for stock options 37,112 -
Changes in operating assets and liabilities,
net of effects of acquisition:
Accounts receivable (7,571) 6,214
Subscription receivable - 51,000
Prepaid expenses 10,349 (39,556)
Deposits 30,358 (5,081)
Inventory 433 -
Accounts payable 72,651 87,474
Accrued liabilites (41,740) 45,300
-------------- --------------
Net cash used in operating activities (1,974,251) (1,274,519)
-------------- --------------
Cash flow from investing activities:
Purchases of property and equipment (79,058) (121,935)
Cash from (payment for) business acquisition 28,319 (195,792)
Amounts advanced to acquired subsidiary prior to acquisition (779,472) -
Costs incurred in acquisition of subsidiary (240,000) -
-------------- --------------
Net cash used in investing activities (1,070,211) (317,727)
-------------- --------------
Cash flow from financing activities:
Repayments of capital lease obligations (34,546) (6,045)
Proceeds from related party debt 64,148 -
Repayment of related party debt (75,250) -
Issuance of common stock 125,000 186,000
-------------- --------------
Net cash provided by (used in) financing activities 79,352 179,955
-------------- --------------
Decrease in cash (2,965,110) (1,412,291)
Cash, beginning 3,700,864 5,613,922
-------------- --------------
Cash, ending 735,754 4,201,631
============== ==============
See accompanying notes to condensed consolidated financial statements.
5
Notes to Condensed Consolidated Financial Statements
June 30, 2001
NOTE 1. BASIS OF PRESENTATION
The accompanying condensed consolidated balance sheet at June 30, 2001, and the
condensed consolidated statements of operations and cash flows for the three and
nine months ended June 30, 2001 and 2000 are unaudited and have been prepared by
Ubrandit.com (the "Company"), pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures
included herein are adequate to make the information presented not misleading.
The unaudited condensed consolidated financial statements reflect all
adjustments, consisting of normal recurring adjustments, which are, in the
opinion of management, necessary to fairly state the consolidated financial
position as of June 30, 2001, and the results of operations and cash flows for
the related interim periods ended June 30, 2001 and 2000. The results of
operations for the three and nine months ended June 30, 2001 are not necessarily
indicative of the results that may be expected for the year ending September 30,
2001 or any other period.
The accounting policies followed by the Company and other relevant information
are contained in the notes to the Company's consolidated financial statements
filed on January 3, 2001 as part of the Company's Annual Report on Form 10-K for
the year ended September 30, 2000. This quarterly report should be read in
conjunction with such annual report.
Note 2. NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141 (SFAS 141), Business Combinations,
which eliminates the pooling method of accounting for business combinations
initiated after June 30, 2001. In addition, SFAS 141 addresses the accounting
for intangible assets and goodwill acquired in a business combination. This
portion of SFAS 141 is effective for business combinations completed after June
30, 2001. We do not expect SFAS 141 will have a material impact on our financial
position or results of operations.
In July 2001, the FASB issued Statement of Financial Accounting Standards No.
142 (SFAS 142), Goodwill and Intangible Assets, which revises the accounting for
purchased goodwill and intangible assets. Under SAFAS 142, goodwill and
intangible assets with indefinite lives will no longer be amortized and will be
tested for impairment annually. SFAS 142 is effective for fiscal years beginning
after December 15, 2001, with earlier adoption permitted. We have not yet
completed our evaluation of the impact of SFAS 142 on our financial position or
results of operations.
Note 3. GOING CONCERN
The Company has suffered substantial recurring losses from operations,
lacks sufficient working capital and has liquidity needs, expects to incur
additional losses, has had minimal historical revenues and related gross margin,
and, effective April 30, 2001, has acquired a development stage company,
Mindtronics Corporation. These factors, among others, raise substantial doubt as
to the Company's ability to continue as a going concern.
Note 4. LOSS PER COMMON SHARE
Loss per share is computed by dividing loss available to common shareholders by
the weighted average number of common shares outstanding during the periods.
6
Note 5. OPTIONS TO PURCHASE COMMON STOCK
During the nine months ended June 30, 2001, the Company granted options to
employees to purchase 27,500 shares of common stock, pursuant to the 2000 Stock
Option and Incentive Plan. The exercise prices equal the closing stock price of
the Company's common stock at the date of grant, which range from $0.50 to
$0.875 per share.
The Company also granted options to a former employee/consultant to purchase
7,500 shares of common stock at a price of $3.00 per share, which vested in June
2001. In June 2000, pursuant to the terms of an employment agreement with Peter
Huemiller, the Company committed to grant options to purchase 100,000 shares of
common stock under the 2000 Stock Option Plan after obtaining shareholder
approval. Said options were granted during the nine month period ended June 30,
2001 and priced at a fair market value of $2.06 per share at the time of
shareholder approval of said plan and vest on June 1, 2002.
The Company accounts for stock-based compensation for employees under the
"intrinsic value" method. Under this method, no compensation expense is recorded
for these plans and arrangements for current employees whose grants provide for
exercise prices at or above the market price on the date of grant. Compensation
expense for employees is recorded based on intrinsic value (excess of market
price over exercise price on the measurement date). Unearned employee
compensation is amortized over the vesting period and the expense recognized
amounted to $1,887 during the nine months ended June 30, 2001.
The Company accounts for stock-based compensation for non-employees using the
fair value of the option award on the measurement date. Compensation for
non-employee stock options is recorded in the period earned. The fair value of
non-employee stock options earned and recorded during the nine months ended June
30, 2001 was $37,112.
The Company issued 12,100,000 shares of common stock, with a fair market value
of $10,055,100, in exchange for all the outstanding common stock of Mindtronics
Corporation (see Note 6).
In January 2001, a former principal of the Company exercised options to purchase
250,000 shares of the Company's common stock at an exercise price of $0.50.
In June 2001, the board of directors approved the grant of 190,000 options to
purchase common stock to a director of the company and two employees at fair
market value on the date of grant.
Subsequent to June 30, 2001, the board of directors approved the grant of 50,000
options to purchase common stock to a director of the company at fair market
value on the date of grant.
Note 6. ACQUISITION OF MINDTRONICS CORPORATION
On April 24, 2001, the shareholders of Ubrandit.com approved the proposed merger
of Mindtronics Corporation at the annual meeting of shareholders. On April 30,
2001, the Company completed the closing of the merger transaction contemplated
by that certain Agreement and Plan of Merger dated as of December 4, 2000, as
amended effective as of January 12, 2001, by and among the Company, Ubrandit
Acquisition Corporation and Mindtronics Corporation, pursuant to which
Mindtronics became a wholly-owned subsidiary of the Company.
The acquisition of Mindtronics Corporation has been accounted for using the
purchase method of accounting, with assets acquired and liabilities assumed
recorded at their fair market values at the date of acquisition. The excess of
the purchase price over the fair value of the assets acquired and liabilities
assumed of $11,022,084 represents goodwill and is being amortized on a
straight-line basis over the estimated useful life of five years.
Supplementary information related to the acquisition of Mindtronics is as
follows:
Components of purchase price:
Issuance of 12,100,000 shares of the Company's common stock $10,055,100
Acquisition costs 1,019,472
------------
Total purchase price 11,074,572
Fair value of assets acquired in excess of liabilities assumed (52,488)
-----------
Goodwill $11,022,084
===========
The following unaudited pro forma summary presents the consolidated results of
operations of the Company as if the combination had occurred on October 1, 2000
and October 1, 1999, respectively:
Nine months ended June 30, 2001 2000
- -------------------------- ---- ----
Total revenues $ 1,289,545 $ 473,782
Net loss (4,930,130) (4,429,188)
Basic and diluted loss per share (0.20) (0.19)
The pro forma results of operations do not purport to be indicative of the
results which would actually have been obtained had the acquisition occurred on
the dates indicated or which may be obtained in the future.
7
Item 2. Management's Discussion and Analysis or Plan of Operations.
-----------------------------------------------------------
Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000
REVENUES. The Company's revenues for the three months ended June 30,
2001 were $418,571 as compared to $356,471 for the quarter ended June 30, 2000,
an increase of $62,100 or 17%. This increase was primarily due to the
contribution of 74% of the second quarter revenues by Clicksmart.com. Inc. that
was acquired in May 2000 and 9% from the ISP division formed in the spring of
2000.
GROSS PROFIT (LOSS). The Company recorded a gross profit of $78,608 for
the quarter ended June 30, 2001 as compared to a gross profit of $58,549 for the
same period in 2000. The increase in gross profit was primarily due to
significant revenues from newly acquired Clicksmart.com, Inc. and
UbranditISP.com, Inc. that carry higher gross margins that offset the losses of
Ubrandit.com.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expenses increased by 54% to $981,880 for the three months ended
June 30, 2001 from $639,335 for the same period in 2000. The increase was
primarily due to the Company's continued growth and expansion, increased
administrative payroll costs associated with the Company's newly acquired
subsidiary, and other public company expenses, and expenses associated with
running the newly formed ISP division.
DEPRECIATION AND AMORTIZATION EXPENSE. For the three months ended June
30, 2001, depreciation and amortization costs were $519,176, as compared to
$97,634 for the same period in 2000. The increase was due to the amortization of
goodwill recorded from the acquisition of Mindtronics and increased depreciation
expense from additional property and equipment relating to said acquisition.
INTEREST INCOME. For the three months ended June 30, 2001, interest
income decreased to $10,693 as compared to the interest income of $53,808 for
the same period in 2001. The decrease in interest income was due to decreased
cash balances in interest earning accounts.
NET LOSS. Net loss for the three months ended June 30, 2001 was
$1,419,685 or 339% of revenues as compared to $627,208 or approximately 176% for
the same period in 2000. Net loss as a percentage of revenues increased by 163%
primarily due to significant additional operating costs discussed above.
Nine Months Ended June 30, 2001 Compared to Nine Months Ended June 30, 2000
- ---------------------------------------------------------------------------
REVENUES. The Company's revenues for the nine months ended June 30,
2001 were $1,289,545 as compared to $473,782 for the nine months ended June 30,
2000, an increase of $815,763 or 172%. This increase was primarily due to the
contribution of 77% of the nine-month revenues by Clicksmart.com. Inc. that was
acquired in May 2000 and 9% from the ISP division formed in the spring of 2000.
GROSS PROFIT (LOSS). The Company recorded a gross profit of $157,681
for the nine months ended June 30, 2001 as compared to a gross loss of $233,839
for the same period in 2000. The increase in gross profit was primarily due to
significant revenues from newly acquired Clicksmart.com, Inc. and
UbranditISP.com, Inc. that carry higher gross margins that offset the losses of
Ubrandit.com.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expenses increased by 71% to $2,338,315 for the nine months ended
June 30, 2001 from $1,364,154 for the same period in 2000. The increase was
primarily due to the Company's continued growth and expansion, increased
administrative payroll costs associated with the Company's newly acquired
subsidiary, compensation expenses from the issuance of stock options, and other
public company expenses, and expenses associated with running the newly formed
ISP division.
8
DEPRECIATION AND AMORTIZATION EXPENSE. For the nine months ended June
30, 2001, depreciation and amortization costs were $768,229, as compared to
$241,161 for the same period in 2000. The increase was due to the amortization
of core technology and goodwill recorded from the acquisition of Clicksmart.com,
Inc. and Mindtronics, Inc. and increased depreciation expense from additional
property and equipment.
INTEREST INCOME. For the nine months ended June 30, 2001, interest
income decreased to $93,789 as compared to the interest income of $181,449 for
the same period in 2001. The decrease in interest income was due to decreased
cash balances in interest earning accounts.
NET LOSS. Net loss for the nine months ended June 30, 2001 was
$2,869,063 or 222% of revenues as compared to $1,661,031 or approximately 351%
for the same period in 2000. Net loss as a percentage of revenues decreased by
129% primarily due to significant revenues from Clicksmart.com, Inc. and
UbranditISP.com, Inc. which carry higher gross margins.
LIQUIDITY AND CAPITAL RESOURCES AND HISTORICAL RESULTS OF CASH FLOW
- -------------------------------------------------------------------
HISTORICAL RESULTS OF CASH FLOWS
At June 30, 2001, our cash balance was $735,754, compared to $3,700,864
at September 30, 2000. The $2,965,110 decrease in cash is discussed below.
Net cash used in operating activities amounted to $1,974,251 for the
nine months ended June 30, 2001. This was primarily attributable to the net loss
of $2,869,063, partially offset by non-cash charges related to depreciation and
amortization totaling $769,220, $37,112 of compensation expense primarily for
prior stock option issuances and $24,000 of core technology given up in lieu of
salary to an executive no longer with the Company. Cash increased by $64,480 as
a result of changes in operating assets and liabilities. Cash used by changes in
operating assets and liabilities is primarily a function of an increase in
accounts payable and a decrease in deposits.
Net cash used in investing activities amounted to $1,070,211 for the
nine months ended June 30, 2001. This was primarily attributable to cash
advanced to Mindtronics prior to acquisition amounting to $779,472, property and
equipment purchases of $79,058, and costs incurred in the acquisition of
Mindtronics of $240,000.
Net cash provided by financing activities amounted to $79,352 for the
nine months ended June 30, 2001. This was primarily attributable to the proceeds
from the exercise of options for common stock totaling $125,000 and related
party debt totaling $64,148, which was partially offset by repayments of $75,250
and the payments on capital leases totaling $34,546.
GOING CONCERN
The Company has suffered substantial recurring losses from operations,
lacks sufficient working capital and has liquidity needs, expects to incur
additional losses, has had minimal historical revenues and related gross margin,
and, effective April 30, 2001, has acquired a development stage company,
Mindtronics Corporation. These factors, among others, raise substantial doubt as
to the Company's ability to continue as a going concern.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2001, our sole source of liquidity consisted of $735,754
of cash. We currently do not have access to any other sources of funding,
including debt and equity financing facilities. As of June 30, 2001, our
principal commitments consisted of our operating obligations and our amount
outstanding under operating and capital leases.
9
We believe that current cash will not be sufficient to meet our
anticipated operating cash needs for the next 12 months commencing July 1, 2001.
The Company has limited operating capital and no current access to credit
facilities. We estimate that we currently have sufficient funds to continue
operations through September 30, 2001 at currently projected levels of
operational expense. We expect that additional funds will be necessary for the
Company to implement its business plan. The Company's continued operations
therefore depend on its ability to raise additional funds through bank
borrowings or equity or debt financing. There is no assurance that the Company
will be able to obtain the additional funding when needed, or that such funding,
if available, can be obtained on terms acceptable to the Company. If the Company
cannot obtain needed funds, it may be forced to curtail or cease its activities.
NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141 (SFAS 141), Business
Combinations, which eliminates the pooling method of accounting for business
combinations initiated after June 30, 2001. In addition, SFAS 141 addresses the
accounting for intangible assets and goodwill acquired in a business
combination. This portion of SFAS 141 is effective for business combinations
completed after June 30, 2001. We do not expect SFAS 141 will have a material
impact on our financial position or results of operations.
In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 142 (SFAS 142), Goodwill and Intangible Assets, which revises the
accounting for purchased goodwill and intangible assets. Under SAFAS 142,
goodwill and intangible assets with indefinite lives will no longer be amortized
and will be tested for impairment annually. SFAS 142 is effective for fiscal
years beginning after December 15, 2001, with earlier adoption permitted. We
have not yet completed our evaluation of the impact of SFAS 142 on our financial
position or results of operations.
AMERICAN STOCK EXCHANGE DELISTING EXPOSURE
The Company's common stock may be delisted from the American Stock
Exchange if it fails to comply with applicable listing requirements. Under the
rules of the American Stock Exchange, among others, the exchange may delist from
trading any stock that trades below $1.00 for more than 30 consecutive trading
days. Currently, the Company is trading at a price that is substantially below
$1.00. The Company's inability to maintain its listing on the American Stock
Exchange, could have an adverse effect on the market for its common stock and
the ability of its stockholders to sell their shares.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
----------------------------------------------------------
The Company does not own financial instruments that are subject to
market risk.
10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
None.
Item 2. Changes in Securities and Use of Proceeds.
------------------------------------------
During the nine months ended June 30, 2001, a former principal of the
Company exercised options to purchase 250,000 shares of the Company's common
stock at an exercise price of $0.50.
Effective April 30, 2001, the Company has acquired a development stage
Company, Mindtronics Corporation. Pursuant to the Merger Agreement,
Ubrandit.com, Inc. exchanged 12,100,000 shares of its common stock for all of
the outstanding shares of Mindtronics capital stock.
Item 3. Defaults upon Senior Securities.
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
The Company held its annual meeting of stockholders on April 24, 2001.
At the annual meeting, the stockholders approved, among other things, the
election of directors, the ratification of the appointment of the Company's
independent auditors and the acquisition of Mindtronics Corporation.
Item 5. Other Information.
-----------------
Rider.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(1) Exhibits:
Reference is made to the Exhibit Index.
(2) Reports on Form 8-K:
The Company filed a report on Form 8-K on May 2, 2001 to
announce the closing of the merger transaction contemplated by
that certain Agreement and Plan of Merger by and among the
Company, Ubrandit Acquisition Corporation and Mindtronics
Corporation.
The Company filed a report on Form 8-K/A on May 14, 2001 to
amend the report of Form 8-K filed on May 2, 2001 by attaching
financial statements and exhibits.
11
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 thereunto duly authorized.
Registrant:
UBRANDIT.COM
Dated: August 20, 2001 By /s/ Roger C. Royce
-------------------------
Roger C. Royce
CEO, Chairman
12
EXHIBIT INDEX
Exhibit No. Description of Exhibits
- ----------- -----------------------
2.1 Agreement and Plan of Reorganization for the Acquisition of all of the
Outstanding Shares of Common Stock of Global Investors Guide by
Ubrandit.com (1)
2.1.1 Agreement and Plan of Merger by and among Ubrandit.com, Inc., Ubrandit
Acquisition Corp. and Mindtronics Corporation dated December 4, 2000.
(7)
3.1 Ubrandit.com Articles of Incorporation and amendments (1)
3.2 Ubrandit.com By-laws (1)
3.3 Registrant's Restated Bylaws (4)
4.1 Specimen of Common Stock Certificate (4)
10.1 1999 Stock Option and Incentive Plan (1)
10.2 Form of Incentive Stock Option Agreement (3)
10.3 Form of Non-Statutory Stock Option Agreement (3)
10.4 Information Distribution Agreement with S&P Comstock dated as of
January 16, 1998 (1)
10.5 Database License Agreement with Baker & Taylor, Inc. dated as of
January 1, 1999 (2)
10.6 Computer Software License Agreement with Townsend Analytics, dated
April 21, 1998 (1)
10.7 License Agreement with Muze Inc. [undated] (1)
10.8 Agreement with Communications Corporations of America, dated April 3,
2000 (5)
10.9 Agreement with White Knight broadcasting, dated April 20, 2000 (5)
10.10 Agreement with Clicksmart.com, Inc., dated effective May 4, 2000 (6)
10.11 Agreement with Citadel Broadcasting Company, dated July 1, 2000 (6)
11.1 Statement of Computation of per share earnings (reference is made to
the Statement of Operations included in the Financial Statements filed
herewith).
21.1 Subsidiary of Registrant Global Investment Guide, Inc. Articles of
Incorporation (1)
21.2 Subsidiary of Registrant Global Investment Guide, Inc. Bylaws (1)
- ------------------
(1) Previously filed with the Securities and Exchange Commission on the
Company's Registration Statement on Form 10, which was filed on July
22, 1999.
(2) Previously filed with the Securities and Exchange Commission on
Amendment No. 1 to the Company's Registration Statement on Form 10,
which was filed on October 5, 1999.
13
(3) Previously filed with the Securities and Exchange Commission on
Amendment No. 4 to the Company's Registration Statement on Form 10,
which was filed on January 5, 2000.
(4) Previously filed with the Securities and Exchange Commission on the
Company's Registration Statement on Form 8-A, which was filed on
February 10, 2000.
(5) Previously filed with the Securities and Exchange Commission on the
Company's Registration Statement on Form 10-Q/A, which was filed on
March 31, 2000.
(6) Previously filed with the Securities and Exchange Commission on the
Company's Registration Statement on Form 10-Q/A, which was filed June
30, 2000.
(7) Previously filed with the Securities and Exchange Commission on the
Company's Current Report on Form 8-K, which was filed on December 5,
2000.
(8) Previously filed with the Securities and Exchange Commission on the
Company's Current Report on Form 8-K, which was filed on February 16,
2001.
(9) Previously filed with the Securities and Exchange Commission on the
Company's Current Report on Form 8-K, which was filed on March 21,
2001.
(10) Previously filed with the Securities and Exchange Commission on the
Company's Current Report on Form PREM14A, which was filed on March 21,
2001.
(11) Previously filed with the Securities and Exchange Commission on the
Company's Current Report on Form DEFM14A, which was filed on March 26,
2001.
(12) Previously filed with the Securities and Exchange Commission on the
Company's Current Report on Form 8-K, which was filed on May 2, 2001.
(13) Previously filed with the Securities and Exchange Commission on the
Company's Current Report on Form 8-K/A, which was filed on May 14,
2001.
14