RULE 14F-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
UBRANDIT.COM, INC.
330 Clematis Street, Suite 217
West Palm Beach, FL 33401
This report is furnished by the Board of Directors of Ubrandit.com, Inc., a
Nevada corporation ("Ubrandit.com"), to the holders of its common stock, $.001
par value. Information in this report regarding Ming Liu has been provided to
Ubrandit.com by that individual.
On October 13, 2006 Michael Anthony and his personal holding company, Century
Capital Partners, LLC ("CCP"), entered into a Stock Purchase Agreement with Ming
Liu. The Stock Purchase Agreement provides that on the tenth day after this
Report is mailed to the record shareholders of Ubrandit.com, CCP will sell
50,000,000 shares of Ubrandit.com common stock to Ming Liu for a price of
$600,000. Mr. Liu will use his personal funds to pay the purchase price.
In connection with the execution of the Stock Purchase Agreement, Michael
Anthony, the sole director of Ubrandit.com, has elected Ming Liu to serve on the
Board of Directors and has submitted his own resignation from the Board. The
election and the resignation will be effective ten days after Ubrandit.com mails
this Report to its record shareholders. After that change of control, the new
Board of Directors - i.e. Ming Liu - will elect new executive officers for
Ubrandit.com. Initially, Ming Liu will be the only officer.
This report is provided for information purposes only. We are not soliciting
proxies in connection with the matters described in this report. You are not
requested to respond to this report in any way.
This report will first be mailed to the shareholders of Ubrandit.com on or about
October 16, 2006.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The only voting shares issued by Ubrandit.com are its common stock. On the date
of this Report, there are 69,092,790 shares of common stock issued and
outstanding. The following table sets forth the number of Ubrandit.com common
shares owned at this time by (a) each person who, as of the date of this Report,
owns of record, or is known by Ubrandit.com to own beneficially, more than 5% of
the outstanding Ubrandit.com common stock, (b) each current director of
Ubrandit.com, and (c) all current officers and directors as a group.
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
Michael Anthony 50,000,000(1) 72.4%
330 Clematis Street, Suite 217
West Palm Beach, FL 33401
All officers and directors as
a group (1 person) 50,000,000 72.4%
---------------
(1) The shares beneficially owned by Mr. Anthony are owned of record by
Century Capital Partners, LLC, a limited liability company of which Mr.
Anthony is the managing member and has sole voting power.
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Upon the closing of the purchase and sale contemplated by the Stock Purchase
Agreement, there will still be 69,092,790 shares of common stock issued and
outstanding. The following table sets forth the number of Ubrandit.com common
shares that will be owned after the closing by (a) each person who, as of the
date of the closing, will own of record more than 5% of the outstanding
Ubrandit.com common stock, (b) each individual who will be a director of
Ubrandit.com after the closing, and (c) all individuals who will be officers
and/or directors of Ubrandit.com after the closing as a group.
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OWNE) OF BENEFICIAL OWNERSHIP(2) OF CLASS
Ming Liu 50,000,000 72.4%
41-40 Union Street, Suite 6J
Flushing, NY 11355
All officers and directors as
a group (1 person) 50,000,000 72.4%
NEW BOARD OF DIRECTORS
Ten days after this Report is mailed to the Ubrandit.com shareholders of record,
the resignation of the current member of Ubrandit.com's Board will become
effective. On the same date, the election to the Board of Ming Liu will also
become effective. Mr. Liu will then be the only member of Ubrandit.com's Board
of Directors. Information regarding him follows:
MING LIU. Early in 2006 Mr. Liu organized Sino-American Capital Group,
LLC, which is engaged in developing business and financial
relationships between the U.S. and the People's Republic of China. From
2004 to 2005 Mr. Liu was a member of the Board and Corporate Secretary
to Advanced Battery Technologies, Inc., a Delaware holding company
whose Chinese subsidiary, ZQ Power-Tech, is engaged in the development
and manufacture of lithium-ion batteries. From 2003 to 2004 Mr. Liu was
Secretary to the Board of ZQ Power-Tech. From 1999 until 2003 Mr. Liu
was Vice President of Harbin Ridaxing Science and Technology Co., Ltd.,
a technology provider located in the City of Harbin, China. Mr. Liu is
31 years old.
NOMINATING AND AUDIT COMMITTEE
The Board of Directors will not have an audit committee or a nominating
committee immediately after the closing of the stock purchase, due to the small
size of the Board. The Board will also not have an "audit committee financial
expert."
SHAREHOLDER COMMUNICATIONS
The Board of Directors will not adopt a procedure for shareholders to send
communications to the Board of Directors until it has reviewed the merits of
several alternative procedures.
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RETIRING BOARD OF DIRECTORS
The following table lists certain information regarding the individual who is
currently the sole officer and director of the Company:
Term as
Director
Name Age Position Held Since
---- ---- ------------- -----
Michael Anthony 40 Chief Executive Officer, 2005
Chief Financial Officer, Director
MICHAEL ANTHONY. Mr. Anthony is the Managing Member of Century Capital Partners,
LLC. From 1999 until he formed Century Capital Partners, LLC, Mr. Anthony
consulted with various businesses, much the same way Century Capital Partners
does now, only on a less formal basis. In addition, since November 2004, Mr.
Anthony has been President and CEO of Union Equity, Inc. and its wholly owned
subsidiaries: Home Sales Express, Inc. and Preferred Properties Real Estate,
Inc.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
None of the directors, officers, or beneficial owners of more than 10% of
Ubrandit.com's common stock failed to file on a timely basis reports required
during the 2006 fiscal year by Section 16(a) of the Exchange Act.
EXECUTIVE COMPENSATION
Ubrandit.com did not pay any compensation to any of its officers or directors
during the past three fiscal years, nor did it issue stock options or other
equity grants to any of its officers or directors in that period.
October 16, 2006 By Order of the Board of Directors:
Michael Anthony, Chairman
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