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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Ubrandit.com, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
90347Q105
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(CUSIP Number)
Gregory V. Gibson
12626 High Bluff Drive, Suite 200, San Diego, CA 92130 (858) 350-9566
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 21, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7).
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CUSIP No.90347Q105 13D PAGE 2 OF 5 PAGES
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________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JEFF PHILLIPS
SSN ###-##-####
________________________________________________________________________________
2 IF ANY OF THE SHARES BENEFICIALLY OWNED BY A REPORTING PERSON ARE
HELD AS A MEMBER OF A GROUP AND SUCH MEMBERSHIP IS EXPRESSLY
AFFIRMED, PLEASE CHECK BOX (a). IF MEMBERSHIP IN A GROUP IS
DISCLAIMED OR THE REPORTING PERSON DESCRIBES A RELATIONSHIP WITH
OTHER PERSONS BUT DOES NOT AFFIRM THE EXISTENCE OF A GROUP, PLEASE
CHECK BOX (b)
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
Not Applicable
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
1,606,880
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,006,880
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,006,880
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.90347Q105 13D PAGE 3 OF 5 PAGES
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ITEM 1. SECURITY AND ISSUER
This statement relates to the shares of Common Stock of Ubrandit.com,
Inc. (the "Issuer"). The name and address of the principal executive officers of
the Issuer are:
<TABLE>
<CAPTION>
Name Age Position
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<S> <C> <C>
Jeff Phillips 31 President, Chief Executive Officer
12626 High Bluffs Drive, Suite 200 and Chairman of the Board
San Diego, CA 92130
Roger C. Royce 59 Chief Operating Officer, Director
12626 High Bluffs Drive, Suite 200
San Diego, CA 92130
Gregory V. Gibson 49 Vice President, Legal, Director
12626 High Bluffs Drive, Suite 200
San Diego, CA 92130
Michael Fagan 32 Vice President Corporate Development
12626 High Bluffs Drive, Suite 200
San Diego, CA 92130
Mark Cullivan 31 Vice President Operations
12626 High Bluffs Drive, Suite 200
San Diego, CA 92130
J. Eric Arterburn 28 Vice President Design Development
12626 High Bluffs Drive, Suite 200
San Diego, CA 92130
William Childers 28 Vice President MIS
12626 High Bluffs Drive, Suite 200
San Diego, CA 92130
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND
(a) Name;
JEFF PHILLIPS
(b) Business address;
12626 HIGH BLUFFS DRIVE, SUITE 200
SAN DIEGO, CA 92130
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted;
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
OF UBRANDIT.COM, INC. WITH A PRINCIPAL BUSINESS ADDRESS OF
12626 HIGH BLUFFS DRIVE, SUITE 200, SAN DIEGO, CA 92130.
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CUSIP No.90347Q105 13D PAGE 4 OF 5 PAGES
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(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and, if so, give the dates, nature of conviction, name and
location of court, and penalty imposed, or other disposition of the case.
REPORTING PERSON HAS NOT BEEN CONVICTED IN ANY CRIMINAL
PROCEEDING DURING THE LAST FIVE YEARS.
(e) Whether or not, during the last five years, such person was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws; and, if so, identify and describe such
proceedings and summarize the terms of such judgment, decree or final order; and
REPORTING PERSON HAS NOT BEEN PARTY TO A CIVIL PROCEEDING
PROHIBITING OR MANDATING ACTIVITIES SUBJECT TO FEDERAL OR
STATE SECURITIES LAWS OR FINDING ANY VIOLATION WITH RESPECT TO
SUCH LAWS.
(f) Citizenship.
REPORTING PERSON IS A RESIDENT IN THE STATE OF CALIFORNIA.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Reporting person acquired the shares of the Issuer upon the acquisition
of Global Investors Guide in March, 1998. Reporting person received 1,606,880
shares of Issuer's common stock in exchange for all shares of common stock of
Global Investors Guide owned by reporting person.
ITEM 4. PURPOSE OF TRANSACTION
To acquire all the business and assets of Global Investors Guide.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Reporting person beneficially and of record owns 2,006,880 shares
of Issuer Common Stock which represents approximately 18.8 percent of the
outstanding shares of Common Stock of the Issuer. Reporting person is not part
of any "group" within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934;
(b) Reporting person has sole voting and dispositive power over
1,606,880 shares of Common Stock and does not share voting or dispositive power
over such shares with any other person.
(c) During the last sixty (60) days, reporting person has not sold or
otherwise disposed of any shares of Common Stock in broker's transactions
effectuated through one or more market maker in the Issuer's Common Stock in
unsolicited transactions.
(d) Is any other person known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities.
NOT APPLICABLE.
(e) If applicable, state the date on which the reporting person ceased
to be the beneficial owner of more than five percent of the class of securities.
NOT APPLICABLE.
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CUSIP No.90347Q105 13D PAGE 5 OF 5 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Reporting person has not entered into any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, put or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 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, filed as Exhibit No. 2.1 to the
Issuer's Registration Statement on Form 10 previously
filed with the Securities and Exchange Commission.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
October 1, 1999
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Date
/S/ JEFF PHILLIPS
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Signature
Jeff Phillips
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Name
