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U.S. SECURITIES AND EXCHANGE COMMISSION +-------------+
WASHINGTON D.C. 20549 | OMB Number |
| 3235-0058 |
FORM 12b-25 | expires |
NOTIFICATION OF LATE FILING | 01/31/2002 |
| |
| SEC File # |
| 0-26799 |
| CUSIP # |
| |
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check box
Form 10-K [X] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1999
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[X] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: September 30, 1999
_____________________________________________________________________________
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|Read Instruction (on back page) Before Preparing Form, Please Print or Type|
| |
| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant:
Ubrandit.com
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
12626 High Bluff Drive, Suite 200
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City, State, Zip Code
San Diego, Ca 92130
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PART II - RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[XX] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
[XX] filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period.
The Registrant filed a Registration Statement on Form 10 (the "Registration
Statement"), which was last amended on December 15, 1999 and is undergoing
review by the Securities and Exchange Commission (the "Commission"). The
Registrant is in the process of responding to certain comments from the
Commission relating to the financial data and information included in the
Registrant's last amendment to the Registration Statement. The Registrant is
unable to complete its Transition Report on Form 10-K for the nine months ended
September 30, 1999, until these matters are resolved. In addition, due to other
company matters, the officers responsible for preparing the report were unable
to compile the information necessary to complete and file the Transition Report
by December 29, 1999, the date on which the Registrant is required to file the
Transition Report.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Christopher A. Wilson 714 436-6800
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(Name) (Area Code) (Telephone No.)
(2) have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[x]Yes [ ]No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
[X]Yes [ ]No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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Ubrandit.com
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 29, 1999 By: /s/ Jeff Phillips
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Jeff Phillips, President
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. if the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CRF 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).
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ATTACHMENT
In March of 1999, the Registrant acquired Global Investors Guide and commenced
the implementation of its current business plan. For a detailed description of
the terms of this transaction, see Amendment No. 3 to the Registration
Statement, which was filed with the Commission on December 15, 1999 ("Amendment
No. 3"). The Registrant had no significant assets and did not engage in any
substantial business activity before this acquisition, as reflected in the
Registrant's operating results for the fiscal year ended December 31, 1998.
Effective as of January 1, 1999, the Registrant changed its fiscal year end to
September 30. The following table sets forth certain historical financial data
for the fiscal year ended December 31, 1998 and the Registrant's reasonable
estimate of corresponding data for the nine months ended September 30, 1999. The
Registrant's financial statements for the fiscal year ended December 31, 1998
are included with Amendment No. 3.
<TABLE>
<CAPTION>
Fiscal Year Nine Months
Ended Ended
December 31, September 30,
1998 1999
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<S> <C> <C>
INCOME STATEMENT DATA
Revenue $ -- $ 35,656
Operating expenses 93 834,171
Operating income (loss) -- (798,515)
Other (income) net -- (444,027)
Extraordinary Item -- (378,749)
Income (loss) before income taxes -- (1,621,291)
Income taxes -- --
Net income (loss) -- (1,621,291)
Earnings per share - basic and diluted -- (0.17)
BALANCE SHEET DATA
Total current assets $ 44,507 $ 5,704,834
Total Assets $ 44,507 $ 6,450,865
Total current liabilities $ 400 $ 77,641
Total liabilities $ 400 $ 86,500
Total Stockholders equity $ 44,107 $ 6,450,865
</TABLE>
The following narrative summary sets forth a comparison of the Registrant's
operating results for the fiscal year ended December 31, 1998 and the nine
months ended September 30, 1999, based on Registrant's financial statements for
the fiscal year ended December 31, 1998 and a reasonable estimate of its
operating results for the nine months ended September 30, 1999.
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Results of Operations
Nine months ended September 30, 1999 compared to the year ended December 31,
1998.
Consolidated revenue for the nine months ended September 30, 1999 were
$35,656, as compared to revenue of nil for the year ending December 31, 1998.
Approximately 67.0% of the revenue for the nine months ended September 30, 1999,
was generated through the renting of mailing lists following the acquisition of
Global Investors Guide and the remaining 35.0% was generated from newly
commenced product sales on the Registrant's Jungle Jeff website.
Direct operating expenses were $305,286 for the nine months ended
September 30, 1999, as compared to no such expenses for the fiscal year ended
December 31, 1998. The increase in direct operating expenses was due primarily
to an increase of $258,000 of payroll costs associated with development of web
sites and $34,000 of costs associated with the purchase of data feeds for the
Jungle Jeff website.
Sales, general and administrative expenses increased from $13 for the
year ended December 31, 1998 to $456,575 for the nine months ended September 30,
1999. The increase was primarily due to the following factors: increased
research and development costs of $55,914, administrative payroll of $39,000,
accounting and legal fees of associated and filings with the Commission of
$108,000, rent expense of $56,000 and business fees of $20,000.
For the nine months ended September 30, 1999, depreciation and
amortization costs were $72,310 as compared to $80 for the year ended December
31, 1998. The increase was due to amortization of Goodwill recorded from the
acquisition of Global Investors Guide on March 11, 1999, and depreciation of the
certain fixed assets.
In sum, revenue less operating expenses resulted in an operating loss
of $798,515 for the nine months ended September 30, 1999 as compared to an
operating loss of $93 for the year ended December 31, 1998.
Interest expense for the nine months ended September 30, 1999 was
$1,393, as compared to $0 for the year ended December 31, 1998. This expense
related to the convertible debt recorded from the acquisition of Global
Investors Guide on March 11, 1999, and the interest on the capital lease
obligation.
For the nine months ended September 30, 1999 interest income increased
from $0 to $32,366 over year ended December 31, 1998. The increase interest
income was due to interest earned on cash balances received from the equity
offerings.
Other expense for the nine months ended September 30, 1999 was
$475,000, as compared to no other expense for the year ended December 31, 1998.
Such expense was associated with the impairment loss recorded on the goodwill
acquired from the acquisition of Global Investors Guide on March 11, 1999.
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There were no extraordinary items of expense for the year ended
December 31, 1998 as compared to expenses of $378,749 for the loss on
extinguishment of debt for the nine months ended September 30, 1999. This loss
was recorded when the Registrant converted $164,251 of debt and interest to an
unrelated party into shares of the Registrant's Common Stock. The 300,000 shares
of stock were valued at $1.81 per share (the price of the stock on the date of
conversion) for a total of $543,000. The difference between the total debt and
accrued interest and the value assigned to the stock was recorded as a loss on
the extinguishment of debt.
