<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 10-Q/A
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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
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UBRANDIT.COM
--------------
(Exact name of registrant as specified in its charter)
Nevada 87-0381646
------ ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
12626 High Bluff Drive, Suite 200, San Diego, CA.
-------------------------------------------------
(Address of principal executive offices)
92130
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(Zip Code)
(858) 350-9566
----------------
(Registrant's telephone number,
including area code)
N/A
---
(Former name, former address and former
fiscal year, if changed since last report)
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 April 30, 2000
----- -------------------------------
Common Stock $0.001 par value 11,738,333
This Quarterly Report on Form 10-Q/A ("Form 10-Q/A") is being filed as Amendment
No. 1 to the Registrant's Quarterly Report on form 10-Q for the six-month period
ended March 31, 2000 filed with the Securities and Exchange Commission on May
15, 2000 ("Form 10-Q") for the purpose of making amendments to the (1)
Consolidated Statements of Operations for the three and six month periods ended
March 31, 1999, (2) Consolidated Statement of Cash Flows for the six month
period ended March 31, 1999, and (3) Management Discussion and Analysis with
respect to references to line items from the Consolidated Statements of
Operations, for the three and six month periods ended March 31, 1999.
<PAGE>
UBRANDIT.COM
INDEX
Page
----
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1999 (restated) and
March 31, 2000 (unaudited) 3
Consolidated Statement of Operations for the Three and Six Months
Ended March 31, 1999 (restated) (unaudited) and the Three and
Six Months Ended March 31, 2000 (unaudited) 4
Consolidated Statements of Cash Flows for the Six Months
Ended March 31, 1999 (restated) (unaudited) and the
Six Months Ended March 31, 2000 (unaudited) 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
Item 3. Quantitative and Qualitative Disclosure About Market Risk 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities and Use of Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
Index to Exhibits 12
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
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
---------------------
<TABLE>
Ubrandit.com and subsidiary
Consolidated Balance Sheets
<CAPTION>
September 30, March 31,
1999 2000
(restated) (unaudited)
---------------- -----------------
ASSETS
<S> <C> <C>
Current assets
Cash $ 5,613,922 $ 4,735,131
Accounts receivable 7,290 8,200
Subscription receivable 51,000 -
Prepaid expenses 20,750 -
Deposits 11,872 12,022
---------------- -----------------
Total current assets 5,704,834 4,755,353
Other assets:
Property and equipment - net of
accumulated depreciation 150,567 238,990
Core technology - net of accumulated
amortization 456,790 409,290
Goodwill - net of accumulated amortization 594,354 529,633
Organizational costs - net of accumulated
amortization 1,110 970
---------------- -----------------
$ 6,907,655 $ 5,934,236
================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 45,581 $ 110,432
Accrued expenses 19,324 17,728
Current portion of leases payable 5,129 5,425
Payroll taxes payable 7,607 7,250
---------------- -----------------
Total current liabilities 77,641 140,835
Other liabilities:
Leases payable, net of current portion 8,859 6,069
Stockholders' equity
Common stock, $0.001 par value,
25,000,000 shares authorized;
11,783,333 shares issued and
outstanding 11,738 11,738
Additional paid in capital 7,857,262 7,857,262
Accumulated deficit (1,047,845) (2,081,668)
---------------- -----------------
Total stockholders' equity 6,821,155 5,787,332
---------------- -----------------
$ 6,907,655 $ 5,934,236
================ =================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
<TABLE>
Ubrandit.com and subsidiary
Consolidated Statements of Operations
(unaudited)
<CAPTION>
Three months Six months
ended Three months ended Six months
March 31, ended March 31, ended
1999 March 31, 1999 March 31,
(restated) 2000 (restated) 2000
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Revenue $ 2,049 $ 84,600 $ 2,049 $ 117,311
---------------- ---------------- ---------------- ----------------
Expenses:
Direct operating - 241,774 - 409,699
Sales, general and administrative 71,402 463,351 71,402 724,819
Depreciation and amortization 5,936 74,914 5,996 143,527
---------------- ---------------- ---------------- ----------------
Total operating expenses 77,338 780,039 77,398 1,278,045
---------------- ---------------- ---------------- ----------------
Operating (loss) (75,289) (695,439) (75,349) (1,160,734)
Other income (expense):
Interest income - 61,018 - 127,641
Interest expense (742) (347) (742) (730)
---------------- ---------------- ---------------- ----------------
(742) 60,671 (742) 126,911
---------------- ---------------- ---------------- ----------------
Net (loss) $ (76,031) $ (634,768) $ (76,091) $ (1,033,823)
================ ================ ================ ================
Per share information:
Weighted average shares
outstanding - basic and diluted 6,907,956 11,738,333 3,870,967 11,738,333
================ ================ ================ ================
Net (loss) per common share - basic
and diluted $ (0.01) $ (0.05) $ (0.02) $ (0.09)
================ ================ ================ ================
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE>
<TABLE>
Ubrandit.com and subsidiary
Consolidated Statements of Cash Flows
(unaudited)
<CAPTION>
Six months
ended Six months
March 31, ended
1999 March 31,
(restated) 2000
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $ (76,091) $ (1,033,823)
--------------- ---------------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 5,996 143,527
Changes in assets and liabilities: - -
(Increase) in accounts receivable (5,697) (910)
Decrease in subscription receivable - 51,000
(Increase) in employee advances (150) -
(Increase) decrease in prepaid expenses (1,662) 20,750
(Increase) in deferred offering costs (5,000) -
(Increase) in deposits (237) (150)
(Increase) in organizational costs (870) -
Increase in accounts payable - 64,852
Increase (decrease) in accrued expenses (105,639) (1,596)
Increase in due to stockholder 4,990 -
Increase (decrease) in payroll taxes payable 11,489 (357)
Increase in accrued interest 14,251 -
--------------- ---------------
Total adjustments (82,529) 277,116
--------------- ---------------
Net cash used in operating activities (158,620) (756,707)
--------------- ---------------
Cash flows from investing activities:
Purchase of fixed assets (23,168) (119,590)
Proceeds from related party 100,000 -
--------------- ---------------
Net cash provided by (used in) investing activities 76,832 (119,590)
--------------- ---------------
Cash flows from financing activities:
Repayments of capital lease obligations - (2,494)
Net proceeds from issuance of common
stock, net of issuance costs 975,400 -
--------------- ---------------
Net cash provided by (used in)
financing activities 975,400 (2,494)
--------------- ---------------
Net increase (decrease) in cash 893,612 (878,791)
Cash, beginning 47,954 5,613,922
--------------- ---------------
Cash, ending $ 941,566 $ 4,735,131
=============== ===============
Supplemental cash flow information:
Cash paid for interest $ - $ 730
=============== ===============
See accompanying notes to consolidated financial statements.
</TABLE>
5
<PAGE>
Ubrandit.com and Subsidiary
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements, which
include the accounts of Ubrandit.com and subsidiary (the "Company"), have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Pursuant to the rules of the Securities and Exchange
Commission they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments, consisting only of normal recurring
accruals considered necessary for a fair presentation, have been included in the
accompanying unaudited financial statements. All significant intercompany
transactions and balances have been eliminated in consolidation. Operating
results for the six and three months ended March 31, 2000 and 1999 are not
necessarily indicative of the results that may be expected for the full year
ending September 30, 2000. For further information, refer to the consolidated
financial statements and notes thereto, included in the Company's Transition
Report on Form 10-K for the nine months ended September 30, 1999.
Note 2. COMPREHENSIVE INCOME
The Company follows Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130 establishes
standards for reporting and display of comprehensive income and its components
in the financial statements. For both periods presented, there were no
differences between reported net income and comprehensive income.
6
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operations.
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RECENT EVENTS
In September 1999 the Company launched its Branding Affiliate program in
conjunction with the launch of JungleJeff.com the Company's e-commerce site. The
Company now has over 4,500 sites in the Branding Affiliate program and has
concentrated much of its effort this fiscal quarter in enrolling media
properties in the Affiliate Program. In April 2000 the Company announced that
Communications Corporation of America (CC of A) entered into a multi-year
agreement with the Company. Under the agreement, 9 television and 7 radio
station Web properties (under the CC of A umbrella) will utilize the Company's
Branding Affiliate technology. Also in April 2000 the Company announced that it
had entered into a multi-year agreement with White Knight Broadcasting whereby
White Knight will utilize the Company's eCommerce Branding Affiliate technology
for 7 of its television station web properties. Including the above mentioned
agreements the Company added a total of 16 television stations and 31 radio
stations to the Branding Affiliate program during the month of April. In May
2000 the Company announced the addition of two new stations owned by Clear
Channel Communications and five other radio stations as additions to its
Branding Affiliate Program.
The Company announced the beta test launch of its fully brandable
Stockstudy.com, the Company's online financial market information and portfolio
services site. Branding templates for Stockstudy.com are going through final
beta testing with certain Branding Affiliates. It is expected that
Stockstudy.com will be available for all Branding Affiliates in the beginning of
the second calendar quarter of 2000.
Recently the Company completed the formation of UbranditISP, a wholly owned
subsidiary of the Company formed to provide businesses, affinity groups, and
individuals with a brandable ISP (Internet Service Provider) Portal service.
UbranditISP launched BigRamp.com on April 27, 2000, a fully functioning online
template featuring various available design options for a private labeled site.
UbranditISP can now offer customization of the Bigramp.com model of
"transparency" to match a client's existing web site, enabling the client to
offer internet access via its own brand and identity.
On February 24, 2000 the Board of Directors was increased to six directors and
James W. Truher was appointed as a Director to serve in said capacity until the
next annual meeting of the shareholders and until his successor is elected and
duly qualified. Mr. Truher brings to the Board of Directors 26 years of
technical and executive experience with AT&T as an area Vice President. Mr.
Truher has senior management experience in the cable and telephone networks with
such companies and associations as Selec Tel (founder), Polaris Intercom, the
Bell System (at AT&T), Pacific Telephone, and the Society of Television
Engineers (past President).
On March 21, 2000 the issued and outstanding shares of the Company's $.001 par
value Common Stock were listed on the American Stock Exchange ("AMEX") and
commenced trading under the symbol UBI.
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
Consolidated revenues for the three months ended March 31, 2000 of
$84,600 were 4,029% higher as compared to $2,049 for the period ended March 31,
1999. Approximately 94% of the revenue for the three months ended March 31,
2000, was generated from newly commenced sales on the JungleJeff.com and branded
e-commerce websites and the renting of marketing lists generated the remaining
portion.
7
<PAGE>
Direct operating expenses were $241,774 for the three months ended
March 31, 2000, as compared to no such expenses for the corresponding period in
1999. The increase in direct operating expenses was due primarily to an increase
of $145,900 of payroll costs associated with the development of websites,
$74,300 of costs of products sold through the JungleJeff.com and branded
e-commerce websites, and $17,100 of costs associated with the purchase of data
feeds and other costs for the websites.
Sales, general and administrative expenses increased from $71,402 for
the three months ended March 31, 1999 to $463,351 for the three months ended
March 31, 2000. The increase was primarily due to the following factors:
accounting and legal fees associated with filings with the Securities and
Exchange Commission of $73,600, marketing expenses of $63,700, travel expenses
of $45,400, research and development costs of $43,100, listing expenses with the
American Stock Exchange of $42,500, insurance expenses of $32,800, rent expense
of $31,800, administrative payroll of $21,300, internet service providers
expense of $18,400, office expenses of $15,900, expense of $8,800 to facilitate
fair and timely dissemination of press releases, and business fees of $7,300.
For the three months ended March 31, 2000, depreciation and
amortization costs were $74,914, as compared to $5,936 for the period ended
March 31, 1999. The increase was due to amortization of core technology and
goodwill recorded from the acquisition of Global Investors Guide on March 11,
1999, and depreciation of certain fixed assets.
In sum, revenue less operating expenses resulted in an operating loss
of $695,439 for the three months ended March 31, 2000, as compared to an
operating loss of $75,289 for the period ended March 31, 1999.
Interest expense for the three months ended March 31, 2000 was $347, as
compared to $742 for the period ended March 31, 1999. This expense related to
interest paid on an equipment lease. The prior period interest expense was paid
on debt that was paid off entirely.
For the three months ended March 31, 2000, interest income increased
$61,108 as compared to no interest income for the period ended March 31, 1999.
The increase in interest income was due to interest earned on cash balances
received from the equity offerings.
Six Months Ended March 31, 2000 Compared to Six Months Ended March 31, 1999
Consolidated revenues for the six months ended March 31, 2000 of
$117,311 were 5,625% higher compared to $2,049 in revenues for the corresponding
period in 1999. Approximately 87% of the revenue for the six months ended March
31, 2000, was generated from newly commenced sales on the JungleJeff.com and
branded e-commerce websites and the renting of marketing lists generated the
remaining portion.
Direct operating expenses were $409,699 for the six months ended March
31, 2000, as compared to no such expenses for the corresponding period in 1999.
The increase in direct operating expenses was due primarily to an increase of
$287,000 of payroll costs associated with the development of websites, $91,000
of costs of products sold through the JungleJeff.com and branded e-commerce
websites, and $26,400 of costs associated with the purchase of data feeds and
other costs for the websites.
Sales, general and administrative expenses increased from $71,402 for
the six months ended March 31, 1999 to $724,819 for the six months ended March
31, 2000. The increase was primarily due to the following factors: accounting
and legal fees associated with filings with the Securities and Exchange
Commission of $145,500, marketing expenses of $89,600, rent expense of $67,400,
travel expenses of $61,800, research and development costs of $48,300,
administrative payroll of $42,600, listing expenses with the American Stock
Exchange of $42,500, insurance expenses of $41,900, internet service providers
expense of $31,800, office expenses of $24,300, business fees of $17,900, and
expense of $14,700 to facilitate fair and timely dissemination of press
releases.
For the six months ended March 31, 2000, depreciation and amortization
costs were $143,527, as compared to $5,996 for the period ended March 31, 1999.
The increase was due to amortization of core technology and goodwill recorded
from the acquisition of Global Investors Guide on March 11, 1999, and
depreciation of certain fixed assets.
8
<PAGE>
In sum, revenue less operating expenses resulted in an operating loss
of $1,160,734 for the six months ended March 31, 2000, as compared to an
operating loss of $75,349 for the period ended March 31, 1999.
Interest expense for the six months ended March 31, 2000 was $730, as
compared to $742 for the period ended March 31, 1999. This expense related to
interest paid on an equipment lease. The prior period interest expense was paid
on debt that was paid off entirely.
For the six months ended March 31, 2000, interest income increased
$127,641 as compared to no interest income for the period ended March 31, 1999.
The increase in interest income was due to interest earned on cash balances
received from the equity offerings.
LIQUIDITY AND CAPITAL RESOURCES
At present, the Company is generating revenue only on a limited basis.
The Company's main source of funds has been the sale of the Company's equity
securities in private placements. Through March 31, 2000, the Company has issued
9,412,333 shares of its Common Stock for approximately $6,382,659, including
proceed generated through its most recent offering and after deduction of
offering expenses. The Company had $4,735,131 in cash at March 31, 2000, the
date of its unaudited financial statements for the second quarter of this fiscal
year. Since June 30, 1999, the Company has raised approximately $4,446,999 in
cash, less offering expenses of $35,540, through the sale of Common Stock
pursuant to the exemption from registration available under Regulation S of the
Securities Act of 1933, as amended. The Company currently is using these funds
mainly to develop and market the Company's destination Web sites and its
co-branding and private label technology and to fund certain ongoing general and
administrative expenses.
The Company generates revenue on a limited basis from its e-commerce
destination site JungleJeff.com and its branded book, music and video store Web
sites. The Company expects to generate material revenue from operations
following the anticipated successful roll-out of the Company's marketing
campaign during the 2000 fiscal year. Further, if the Company realizes revenue
from branding, advertising, sponsorship fees, and custom programming, said
revenue will be subject to all of the risks of a new enterprise in a very
competitive industry and may not yield any profit for the Company.
The Company expects that its present cash reserves are sufficient to
finance its operating capital requirements at projected rates for a period of
approximately 24 months following the filing date of this Quarterly Report.
Thereafter, the Company will depend on operating revenue to finance its
continuing operations. The Company will also endeavor to secure additional
sources of equity or debt financing to satisfy its capital needs. The Company
has no commitment at this time for any such additional capital and may be unable
to raise the additional capital necessary to support its operations.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
----------------------------------------------------------
The Company does not own financial instruments that are subject to
market risk.
9
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
None.
Item 2. Changes in Securities and Use of Proceeds.
-----------------------------------------
None.
Item 3. Defaults upon Senior Securities.
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
None.
Item 5. Other Information.
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
Reference is made to the Exhibit Index. The Company filed no reports on
Form 8-K during the quarter.
10
<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 thereunto duly authorized.
Registrant:
UBRANDIT.COM
Dated: May , 2000 By /s/ Jeff Phillips
-------------------------
Jeff Phillips
President, CEO, Chairman
Dated: May , 2000 By /s/ Roger C. Royce
-------------------------
Roger C. Royce
Chief Operating Officer
11
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description of Exhibits
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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)
3.1 Ubrandit.com Articles of Incorporation and amendments (1)
3.2 Ubrandit.com By-laws (1)
3.3 Registrant's Restated Bylaws (2)
4.1 Specimen of Common Stock Certificate (2)
10.1 1999 Stock Option and Incentive Plan (1)
10.2 Form of Incentive Stock Option Agreement (1)
10.3 Form of Non-Statutory Stock Option Agreement (1)
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 (1)
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 *
10.9 Agreement with White Knight Broadcasting, dated April 20,2000 *
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. By-laws (1)
27.1 Financial Data Schedule *
------------------
* Filed herewith.
(1) Previously filed with the Securities and Exchange Commission on the
Company's Registration Statement on Form 10.
(2) Previously filed with the Securities and Exchange Commission on the
Company's Registration Statement on Form 8-A.
12
