SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 4, 2000
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
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Board of Directors of the Company has approved, and on December 4, 2000, the
Company executed an Agreement and Plan of Merger with Mindtronics Corporation, a
Nevada corporation (the "Merger Agreement"). Pursuant to the Merger Agreement,
the Company will exchange 12,500,000 shares of Company Common Stock for all of
the outstanding shares of Mindtronics capital stock. A newly-formed subsidiary
of the Company will merge with and into Mindtronics Corporation in a tax-free
reorganization under the Internal Revenue Code. As a result, Mindtronics
Corporation will become a wholly-owned subsidiary of the Company after the
Merger.
Consummation of the Merger is subject to numerous conditions precedent,
including, but not limited to, approval by the Company's shareholders,
completion of due diligence and other customary conditions. The Company
currently anticipates that the Merger will be consummated early in the first
quarter of 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
To be provided within sixty (60) days after the date of
filing.
(b) Pro Forma Financial Information.
To be provided within sixty (60) days after the date of
filing.
(c) Exhibits
2.1 Agreement and Plan of Merger by and among
Ubrandit.com, Inc., Ubrandit Acquisition Corp. and
Mindtronics Corporation dated December 4, 2000.
99.1 Press release dated December 4, 2000, announcing the
acquisition of Mindtronics Corporation.
2
<PAGE>
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: December 5, 2000 By /s/ Jeff Phillips
--------------------------------
Jeff Phillips, President and CEO
3
<PAGE>
INDEX TO EXHIBITS
-----------------
The following exhibits are filed with the Current Report on Form 8-K.
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger by and among Ubrandit.com, Inc.,
Ubrandit Acquisition Corp. and Mindtronics Corporation dated
December 4, 2000.
99.1 Press release dated December 5, 2000, announcing the acquisition
of Mindtronics Corporation.
