<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------------------
AMENDMENT NO. 1 TO
FORM 10-K
(Mark One)
[ ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended:
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from January 1, 1999 to September 30, 1999
COMMISSION FILE NUMBER 000-26799
--------------------------
UBRANDIT.COM
(Exact name of Registrant as specified in its charter)
NEVADA 87-0381646
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
12626 HIGH BLUFF DRIVE, SUITE 200, SAN DIEGO, CA 92130
(Address of principal executive offices) (Zip Code)
(858) 350-9566
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of class)
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 twelve (12) months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety (90) days. YES [X] NO [_]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the Registrant's common stock held by
non-affiliates of the Registrant as of December 31, 1999, was $47,956,998 based
on the number of shares outstanding on such date and the last sale price for the
common stock on such date of $4.875 per share as reported on the NASDAQ--OTC
Bulletin Board.
The number of shares of Common Stock issued and outstanding as of
December 31, 1999: 11,738,333.
EXPLANATORY NOTE
This Transition Report on Form 10-K/A ("Form 10-K/A") is being filed as
Amendment No. 1 to the Registrant's Transition Report on Form 10-K for the nine-
month period ended September 30, 1999 filed with the Securities and Exchange
Commission on January 14, 2000 ("Form 10-K") for the purpose of making
amendments to the cover page and Item 12 of Part III of Ubrandit.com's Form
10-K.
1
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of the Common Stock at December 31, 1999 for (i) each current director
who owns shares, (ii) each executive officer of the Company who owns shares,
(iii) all persons known by the Company to beneficially own more than 5% of the
outstanding shares of the Common Stock, and (iv) all executive officers and
directors of the Company as a group. Unless otherwise indicated in the footnotes
below, the address of each stockholder is 12626 High Bluff Dr., San Diego, CA
92130.
Names of Number of Shares Percent of Shares
Beneficial Owners(1) Beneficially Owned Beneficially Owned
-------------------- ------------------ ------------------
Jeff Phillips 2,006,880(3) 16.5%
Gregory V. Gibson 125,000(4) 1.1%
Roger C. Royce 112,500(5) 1.0%
Steven K. Radowicz 25,000(6) *
David C. Pollei 15,000(7) *
Michael Fagan 54,780 *
Mark Cullivan 54,780 *
J. Eric Arteburn 54,780 *
William Childers 54,780 *
All officers & Directors
as a group (eight persons)(8) 2,503,500 20.3%
- ------------
* Less than 1%
(1) Unless otherwise noted, the Company believes that all shares are
beneficially owned and that all persons named in the table have sole
voting and investment power with respect to all shares owned by them.
(2) Beneficial ownership is determined in accordance with the applicable
rules under the Exchange Act. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options held by that person
that are currently exercisable, or become exercisable within 60 days
from the date hereof, are deemed outstanding. However, such shares are
not deemed outstanding for purposes of computing the percentage
ownership of any other person. Percentage ownership is based on
11,738,333 shares of Common Stock outstanding on December 31, 1999.
(3) Includes 400,000 shares issuable upon the exercise of currently
exercisable stock purchase options, exercisable at a price of $.50 per
share.
(4) Includes 125,000 shares issuable upon the exercise of currently
exercisable stock purchase options, exercisable at a price of $.50 per
share.
(5) Includes 37,500 shares issuable upon exercise of options exercisable at
an exercise price of $3.35 per share.
(6) Includes 25,000 shares issuable upon the exercise of currently
exercisable stock purchase options, exercisable at a price of $1.50 per
share. Mr. Radowicz's address is Apquip Company, #8 Harris Court Unit
C1, Monterey, California 93940.
(7) Includes shares issuable upon exercise of options exercisable at an
exercise price of $4.00 per share.
(8) Includes 602,500 shares issuable upon exercise of options exercisable
at exercise prices ranging from $.50 to $4.00 per share. See Item 13.
Certain Relationships and Related Transactions.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Ubrandit.com
By: /S/ Jeffrey Phillips
------------------------------
Jeffrey Phillips, President
And Chief Executive Officer
Dated: January 14, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s Jeffrey Phillips
- ---------------------- President, Chief Executive January 14, 2000
Jeffrey Phillips Chairman of the Board
/s/ Roger C. Royce
- ---------------------- Chief Operating Officer, January 14, 2000
Roger C. Royce Director
/s/ Gregory V. Gibson
- ---------------------- Vice President, Legal, January 14, 2000
Gregory V. Gibson Director
/s/ Mark Cullivan
- ---------------------- Vice President, Operations January 14, 2000
Mark Cullivan
3
