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What do these F##### MMs want? blood, I have buys in at .006 unfilled.
EXPLANATION:
BMKS Registers 4M Shares for Consulting Srvs Agreement
Ridgeland, MS, JUL 22, 2002 (EventX/Knobias.com via COMTEX) -- Brandmakers Inc (OTCBB: BMKS) filed an S-8 today, registering 4,000,000 shares of common stock, issuable under the 2002 Consulting Services Agreement. The filing did not contain a description of this agreement.
I think you are correct, that they were used to pay for outside services, companies do that all the time, if they can get the vendor to accept them. It's all legal for any services except the CPA. Encouraging that the vendor wants $40k of stock
That's my point.
The shares may very well be designated for a private placement (..as opposed to being placed into the market..), where the investor sees significant down the road value and is willing to pay more that the market price for those shares.
This is done all the time. And, in many cases, those PPM investors end up on the Board, and/or with valuable options, etc.
Why don't you call in and ask what the plans are for the shares in the filing, since you are a significant holder.
John
Park your Sub at the iHub - Bub; ....the experience might just "...float your boat..." !!
Once the new vending machines sales take off we will be on easy street. Pull Tabs is big business in many states. It nice to be able to be positive about a company in these times. I'm buying more BMKS
My numbers are based on the filing, penny a share. If they they dump 4 million shares without very positive news it will be a sub-sub penny. They know this of course. Next week will be interesting
It is possible the the stock would go to an investor who is in for the long haul and it willing to pay more for the shares than market price - to advance the cause.
Your numbers are based on street price, I believe.
John
Park your Sub at the iHub - Bub; ....the experience might just "...float your boat..." !!
I find the filing to sell 4 million shares and raise $40,000
strange. Why not make it 40 million. To go to all that trouble and expense for $40k, would not seem worth it. Maybe it was a trial run?
Hi Evan,
I think Geoff is really sincere about making a go of BMKS, the dot.com disaster just took a heavy toll.
I wouldn't be surprised to see you in Happyville on down the road.........
Good luck.
John
.
Park your Sub at the iHub - Bub; ....the experience might just "...float your boat..." !!
Thanks John, it looks like they plan sell 4 million shares on the market and expect to get a penny a share. They must think the upcoming PR will be positive otherwise if they dumped 4 million shares now, it would kill the stock.
You can get that from the quote (SEC) layout on SI:
***********************
BRANDMAKERS INC
Form: S-8 Filing Date: 7/22/2002 Filing Index
SELECT FONT SIZE 1=smallest2=smaller3=larger4=largest CLICK THE 'ENTER' BUTTON
TYPE: S-8 OTHERDOC
SEQUENCE: 1
FILENAME: s8071802.txt
DESCRIPTION: PREPARED BY: MHUEBOTTER@HOTMAIL.COM
OTHERDOC AVAILABLE Series=s8071802.txt Ver="": Document is copied.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_________________
Brandmakers, Inc.
-------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
140 Satellite Blvd., Ste. C
State of Utah Suwannee, GA 30024 37-1099747
-------------------------------------------------------------------------------
(State or Other (Address, including zip (I.R.S. Employer
Jurisdiction of code of principal Identification
Incorporation or executive office) Number)
Organization)
Brandmakers, Inc.
2002 Consulting Services Agreement
-------------------------------------------------------------------------------
(Full title of the plan)
Joy Williams
140 Satellite Blvd., Ste. C
Suwannee, GA. 30024
770-338-1958
-------------------------------------------------------------------------------
(Name, address, and telephone number,
of agent for service)
_________________
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
-------------------------------------------------------------------------------
Common Stock 4,000,000 $0.01 $40,000 $3.68
Shares
===============================================================================
Approximate date of proposed sales pursuant to the plan:
As soon as practicable after this Registration Statement becomes effective.
-------------------------------------------------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Annual Report on Form 10-KSB for the year ended
June 30, 2001, the Company's Current Report on Form 8-K filed April 19, 2002
and the Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2001, December 31, 2001 and March 31, 2002, all filed by the
Company with the Commission, are incorporated herein by reference:
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold,
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 200,000,000 shares of common stock,
$0.001 par value per share, of which 124,567,147 shares are issued and
outstanding as of the date hereof. The outstanding shares of common stock are
fully paid and non-assessable. The holders of common stock are entitled to one
vote per share for the election of directors and with respect to all other
matters submitted to a vote of stockholders. Shares of common stock do not
have cumulative voting rights, which means that the holders of more than 50% of
such shares voting for the election of directors can elect 100% of the
directors if they choose to do so. The Company's common stock does not have
preemptive rights, meaning that the common shareholders' ownership interest in
the Company would be diluted if additional shares of common stock are
subsequently issued, and the existing shareholders are not granted the right to
maintain their ownership interest in the Company. Upon any liquidation,
dissolution or winding-up, the Company's assets, after the payment of debts and
liabilities and any liquidation preferences of, and unpaid dividends on, any
class of preferred stock then outstanding, will be distributed pro-rata to the
holders of the common stock. The holders of the common stock do not have
preemptive or conversion rights to subscribe for any other securities and have
no right to require the Company to redeem or purchase their shares. The
holders of Common Stock are entitled to share equally in dividends, if, as and
when declared by the Board of Directors, out of funds legally available
therefor, subject to the priorities given to any class of preferred stock which
may be issued.
The Company has not paid any cash dividends. The payment of dividends,
if any, on the common stock in the future is within the sole discretion of the
Board of Directors and will depend upon earnings, capital requirements,
financial condition, and other relevant factors. The Board of Directors does
not intend to declare any dividends on the common stock in the foreseeable
future, but instead intends to retain all earnings, if any, for use in business
operations.
The Company uses Standard Registrar and Transfer, Inc., in Draper, Utah as
its transfer agent for the common stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation eliminate liability of its
directors and officers for breaches of fiduciary duties as directors and
officers, except to the extent otherwise required by the Utah Revised Statutes
and where the breach involves intentional misconduct, fraud or a knowing
violation of the law.
Item 8. EXHIBITS.
5 Opinion re legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
Item 9. UNDERTAKINGS.
A. UNDERTAKINGS RELATING TO DELAYED OR CONTINUOUS OFFERINGS OF
SECURITIES
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
B. UNDERTAKING RELATING TO THE INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. UNDERTAKING RELATING TO THE INCORPORATION OF ANNUAL REPORT TO
STOCKHOLDERS
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security-holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
D. UNDERTAKING RELATING TO REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
-------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on July, 8 2002.
Brandmakers, Inc.
By: /s/ Geoff Williams
----------------------
Geoff Williams, C.E.O.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
------------------- ------------------------- -------------
/s/ Geoff Williams Director, Chief July 18, 2002
------------------- Executive Officer
Geoff Williams
/s/ Joy Williams Director, Chief Financial July 18, 2002
------------------- and Accounting Officer
Joy Williams
/s/ Robert Palmquist Director July 18, 2002
-------------------
Robert Palmquist
-------------------------------------------------------------------------------
EXHIBIT INDEX
Exhibit
Number Title
------- -------------------------------------------------------------------
5 Opinion re legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
TYPE: EX-23 OTHERDOC
SEQUENCE: 3
FILENAME: bmexh231s8071802.txt
DESCRIPTION: PREPARED BY: MHUEBOTTER@HOTMAIL.COM
OTHERDOC AVAILABLE Series=bmexh231s8071802.txt Ver="": Document is copied.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in the Registration Statement
(No. _________) on Form S-8 of Brandmakers, Inc. of our report dated
August 2, 2001, which appears in Brandmakers, Inc.'s annual report on
Form 10-KSB for the year ended June 30, 2001.
Bearden & Smith, P.C.
Atlanta, Georgia
July 12, 2002
TYPE: EX-5 OTHERDOC
SEQUENCE: 4
FILENAME: bm232s8071802.txt
DESCRIPTION: PREPARED BY: MHUEBOTTER@HOTMAIL.COM
OTHERDOC AVAILABLE Series=bm232s8071802.txt Ver="": Document is copied.
July 18, 2002
Brandmakers, Inc.
140 Satellite Blvd., Ste. C
Suwannee, GA. 30024
Re: Brandmakers, Inc.
2002 Consulting Services Agreement
Ladies and Gentlemen:
I have reviewed and am familiar with the referenced agreement, and the
Articles of Incorporation and bylaws of Brandmakers, Inc. In my opinion, upon
sale pursuant to an effective Registration Statement on Form S-8, the
securities to be issued under the agreement will be validly issued, fully paid
and nonassessable. I hereby consent to the inclusion of my opinion in such
Registration Statement on Form S-8.
Sincerely,
THOMAS P. MCNAMARA, P.A.
By: /s/ Thomas P. McNamara
----------------------
Thomas P. McNamara
Park your Sub at the iHub - Bub; ....the experience might just "...float your boat..." !!
Jul 22 2002 S-8: SEC Filing
Employee Benefit Plan Registration Statement People
Can someone with EDGAR post it.
It will be great, right next to the "Viagra" machines, I am trying to get the NW franchise
Hey Evan,
Looks like the new pull-tab vending machine ought to do OK at the truck stops, 7-11's, etc.
Maybe things will start to pick up for BMKS pretty soon.
John
Park your Sub at the iHub - Bub; ....the experience might just "...float your boat..." !!
Fancy new advert with 800 number, check it out on Gameoscity. Website: http://www.brandmakers.com/
We Are Brandmakers!
Our Internet division, Mailstart and Webbox, have millions of visitors a year and have generated a subscriber base of nearly 100,000 members in just 12 months. Cell phone vendors, floppy disk and CD vendors, Virtual Reality Golf and Red Arrows are some to the products our games and vending division produce and sell.
Brandmakers is a diversified company with two distinct divisions. Started almost 10 years ago the company went public in late 1999. Since that time the company has grown each division and looks forward to a bright future. Brandmakers is an over the counter bulletin board stock traded under the symbol BMKS. We invite you to take a few minutes to learn more about our exciting and unique company.
To request investor information, email your contact information and request to:
investorrelations@brandmakers.com
Contact Information
Brandmakers Inc.
140 Satellite Blvd
Suwanee, GA 30024
Phone 770-338-1958
Fax 770-338-9331
Exchange: OTC
Stock Quote: http://www.quicken.com/investments/quotes/?symbol=BMKS
BMKS has PULL TAB MACHINES.
What is a Pull Tab?
Pulltabs are two-ply laminated paper tickets that contain perforated windows which conceal slot machine symbols, numbers, etc. These tickets have either three (3) or five (5) windows and various game themes.
The front of the ticket contains the name of the game, the cost, the winning symbol combinations, the prizes, and the serial number of the game. The back of the ticket contains perforated windows that open to reveal the game symbols. Under each window are winning and losing symbols. All Pulltab tickets contain the Lottery logo and the state seal as well as instructions concerning where and when Pulltabs are to be sold.
A player wins by matching the winning symbols in a straight left to right matching situation or by matching the winning symbols in a criss-cross manner (like tic-tac-toe). These tickets are underscored by either red or blue lines running through the winning symbols or the word "win" written on the winning symbol. All winning tickets have the $ amount of the win printed on the ticket. Also, all winning tickets of $25.00 and above have a second set of validation numbers printed on them.
Pulltabs have a fixed cost and a fixed prize structure. Pulltab tickets are to be played on Massachusetts Lottery licensed premises only. They must be cashed in by the close of business on the same day and at the same location where they were purchased. This is one area where pulltabs differ from instant tickets. Instants can be bought and cashed anywhere within the Commonwealth.
Pulltabs are sold in a set form. The various game sets come in different ticket quantities and size. All of the tickets in a set (example 3983 ticket set) have the same serial number printed on each individual ticket.
A flare card is packed in each set of Pulltab tickets. The flare card visually displays the prize structure for the particular set of tickets. The Sales Agent must prominently display the flare card and cross off all winning prizes of $25.00 and above. The purpose of the flare card is to maintain the integrity of the game so that players know what prizes are available in the set, and to assist the Sales Agent in the management of the game.
The spread continues to be obscene, white collar crime by MMs
BMKS owns 20,000 shres of NTN.
Tuesday July 9, 8:15 am Eastern Time
Press Release
SOURCE: NTN Communications, Inc.
NTN Network Trivia Players Compete for $1,000,000 in Million Dollar Match Game
Designed to Promote Hospitality Business
NTN Takes Trivia Contestants to GameWorks® Las Vegas for the Final Round of Competition
CARLSBAD, Calif.--(BUSINESS WIRE)--July 9, 2002-- NTN Communications, Inc. (AMEX: NTN - News), the world's leader in interactive communications and entertainment products for the hospitality industry, announced that ten NTN Network® trivia players will be flown to Las Vegas, Nevada to compete for one million dollars in the finals of NTN's Million Dollar Match(TM) trivia quiz show competition. On Friday, July 12, GameWorks® Las Vegas will host the final game of the contest that NTN trivia buffs have been playing every Wednesday from May 1st to June 19th in more than 3,100 NTN hospitality partner locations nationwide.
The Million Dollar Match trivia game continues the NTN Network's strategy to increase traffic in hospitality locations on traditionally slower nights. NTN launched the game on Wednesday evenings to energize traffic in their subscriber sports bars and casual dining restaurants and the results have been impressive. The Million Dollar Match promotion reported an increase of 27% over typical game play activity with more than 134,000 games played during the eight-week promotion. This increase in game play ultimately generated higher revenues and increased traffic for many of the subscribing restaurants and bars in the United States.
"In an era where most hospitality operators are struggling with ways to increase their restaurant traffic, particularly in non-prime time periods, we are very pleased with the success of the Million Dollar Match trivia quiz show competition," said Mark deGorter, President and COO of the NTN Network. "I can't think of another organization that is bringing a promotion with a potential million dollar payout to the industry, and the surrounding energy and enthusiasm is just another example of how our entertainment network assists our subscribing locations in driving patrons into their establishments in unique, unconventional ways."
"We had patrons waiting for Playmakers® just to participate," said Claire Carroll, Manager of Niagara Tap in Largo, Florida. "The 'buzz' associated with a chance to win a million dollars, and more importantly our ability to promote that in our location, brought both our regulars and new patrons in on Wednesday nights. It was definitely a success for us; we even had two players match."
The object of the Million Dollar Match game is to match a predetermined score listed at the beginning of each game so participants must strategically time their responses to win. The score to match is chosen randomly for each game. While there were more than 1,050 matches during the eight-week campaign, only ten players were chosen at random to compete in the final match game.
On Friday, July 12, those ten trivia finalists will arrive at GameWorks Las Vegas for one last round of Million Dollar Match, but only one NTN player could be lucky enough to walk away with one million dollars.
About NTN Communications, Inc.
Based in Carlsbad, CA, NTN Communications, Inc. (AMEX: NTN - News) is the parent corporation of the NTN Network® division and Buzztime Entertainment, Inc., a subsidiary. The NTN Network division, which focuses on the out-of-home hospitality industries, is comprised of the NTN Network and NTN Wireless Communications, Inc. The NTN Network is the largest out-of-home interactive television network in the world. Through NTN's Digital Interactive Television technology, the NTN Network broadcasts entertainment and sports programming engaging more than 1.7 million players and reaching more than 6 million unique customers each month in approximately 3,600 North American hospitality locations such as TGIFriday's, Damon's, Applebee's, Buffalo Wild Wings, Bennigan's and others. NTN Wireless(TM) manufactures, sells, and repairs paging equipment for the hospitality industry as well as providing on site messaging solutions for hospitals, church nurseries, salons, business offices and retail establishments. NTN Wireless also offers enhanced stored-value gift certificate and loyalty programs to improve customer retention. Buzztime Entertainment, Inc., with investment from Scientific-Atlanta, Inc., produces BUZZTIME®, the interactive television trivia channel, and live sports prediction games such as QB1® from its live interactive broadcast studio. Buzztime's partners include: Scientific-Atlanta, Inc., Liberate Technologies, Microsoft Corporation's MSN® TV and the National Football League.
About GameWorks
GameWorks® is the ultimate destination for a total entertainment experience where guests can eat, drink, party and play. Each GameWorks venue provides all the best elements of a great night out in one location, including a full-service restaurant with a fantastic menu and casual decor; a cool, high-energy bar serving signature martinis and specialty cocktails; and the most entertaining and interactive games and attractions in the world. It's state-of-the-art fun. There are 15 GameWorks flagship locations worldwide -- 13 venues in the United States and two international locations in Guam and Rio de Janeiro Brazil. Additionally, the company owns and operates a second group of seven smaller facilities, without food and beverage service, branded as GameWorks Studio, throughout the U.S.
The managing members of Sega GameWorks L.L.C. are wholly owned subsidiaries of Sega Corporation and Universal Studios. Universal Studios, Inc., is a part of Canal+, the TV and Film division of Vivendi Universal, a new global leader in media and communications.
This release contains forward-looking statements, including statements relating to NTN's strategies to increase subscriber business, the attractiveness of the content line up to subscribers and their customers, and future plans for content and services, which are subject to risks and uncertainties including changing economic conditions, product demand and market acceptance, technological barriers, the impact of competitive products and pricing, and other factors detailed in the Company's Securities and Exchange Commission filings, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
•
We have a few MMs I would like to see put away for highway robbery
According to a White House summary released in advance of the speech, Mr Bush also wants to double the maximum prison term for mail fraud and wire fraud to 10 years, and strengthen laws criminalising document shredding and other forms of obstruction of justice
We all get pissed of from time to time about the months and sometimes years of inactivity these penny stocks have. Let's face it they are 99% boredom and 1% action, but we love em during the 1% happy times and curse them and each other the rest of the time
I predict BMKS will be a 5 bagger by Aug 1, 2002, now .007.
Bubba, how much is the STAMINA-RX product selling for? Viagra is about $10 a pill, but you need a prescription. There may be more money in selling pills than WebbOX sign-ups
From RB about STAMINA-RX vending machines.
According to the HQ, 100 were shipped out to test market locations and the response is good so far.
Operating on a wise and conservative game plan, a larger run of units will be delayed until the reports are in.
"Test markets" are usually secret, since companies and statisticians don't want skewed results from sales to self-interested parties or vandalism by exhaust ports like the Newbie-RB-rerun that just showed up (..again..).
Sounds to me like Goeff is sticking to a prudent, low-key and conservative approach to everything these days, with results following. Sure beats the WCOM alternatives.
Good thinking batman, I will wire Geoff a $100k downpayment at once, this could be big time for me, now we know it works
Perhaps you can get the truck stop concession in your area, and retire...!!
John
Park your Sub at the iHub - Bub; ....the experience might just "...float your boat..." !!
What's next STAMINA-RX teeshirts? What about expanding into condom dispensers right next to the STAMINA-RX machine.
We looking for volunteers to try STAMINA-RX and report their findings. We have one happy camper we all know, but he wants to remain anonymous
Interested parties call Geoff.
What's wrong with your webBox? Mine has been working ok for years, I use it every day. I didn't expect them to be making the stuff themselves in Geoff's garage
evan, they are merely selling it in vending machines - it is NOT a BMKS product...might increase sales...but with such an amazingly useless mngmt. team, there is IMO almost no hope, but as a shell company - my webbox is still screwed up and I have contacted them three times already...complete idiots, all of them - JMO - still hope you make it out alive.
I have told you many times , if you want to get on in this business you have to continue exposing yourself.
Ligten up, Bubba.
I may buy some come Friday........
Park your Sub at the iHub - Bub; ....the experience might just "...float your boat..." !!
Go for it big guy, you have nothing to lose
#msg-395210
Park your Sub at the iHub - Bub; ....the experience might just "...float your boat..." !!
Stamina-RX
Moving Forward Together
All Steel Cabinet
16 x 11 x 24
Electronic PCB Board
On-Board Diagnostics
Short & Long Term Accounting
Coinco Bill Accepter
$1, $5, $10, $20, $50
LED Display
Double Locks for Added Security
Options
2 or 3 Column Vendors
Full Locking Base and Storage Stand or Pole Stand
Brandmakers
140 Satellite Blvd
Suwanee, GA 30024
Phone: 770-338-1958
Fax: 770-338-9331
E-Mail: info@brandmakers.com
Go to GAMEOSCITY product line. A hot new product, BMKS's answer to Viagra and no prescription needed. Ou chairman testify it works
We are all devastated about BMKS, of course we are, Mr ##### said.
But you know before we went into the market, who would ever have thought we would have come this far?
We sold ZOOM, we played with fantastic spirit and determination, we are really, really proud of the BMKS team.
And we have got to be patient. There is a lot to build on for the future here. There are some really good prospects, and I think we can be really proud of our team.”
Mr ####### also paid tribute to the conduct of the BMKS team He said: I think the team have done us proud. They have behaved really well, they have entered into the spirit of the thing and I think they have been fantastic.
And I do believe, you know, we came far further than anyone would ever have thought
Of course we are all naturally hugely disappointed to be down, and as I say, there is so much to build on for the future.
So I think we have got to be patient and we can be very, very proud of our team and the investors too
BMKS OWNS 20K OF NTN:
NTN's Buzztime Entertainment Inc. Launches the First Multiplayer Cable TV Game Channel in the United States
17 Jun 2002, 12:00pm ET
E-mail or Print this story
- - - - -
/FROM PR NEWSWIRE NEW YORK 800-776-8090/
[STK] NTN
[IN] CPR MLM ENT TVN
[SU] PDT
TO BUSINESS, ENTERTAINMENT AND RADIO-TELEVISION EDITORS:
NTN's Buzztime Entertainment Inc. Launches the First Multiplayer Cable TV Game
Channel in the United States
- Following a Successful and Extensive Field Trial, the BUZZTIME(R) Trivia
Channel is Now Available to All Susquehanna Communications' Digital Cable
Subscribers in York, Pa. -
CARLSBAD, Calif, and YORK, Pa., June 17 /PRNewswire-FirstCall/ -- Buzztime
Entertainment Inc., a subsidiary of NTN Communications, Inc. (AMEX:NTN) and a
leading developer and distributor of real-time interactive television
entertainment programming, and Susquehanna Communications (SusCom), a top-20
cable operator (MSO), today announced the commercial launch of the BUZZTIME(R)
trivia channel to 100% of the 16,000 SusCom digital cable subscribers in York,
Pa. The launch follows an extensive and successful field trial in York on
SusCom and makes the BUZZTIME trivia channel the first consumer iTV game
channel to enable real-time multiplayer competitions on digital set top boxes
in the United States.
SusCom digital cable customers in York are the first to play along on
BUZZTIME's six made-for-iTV game channels. As of June 10, 2002, customers can
tune into the BUZZTIME channel which is the first listing in their on-screen
interactive program guide (IPG), and participate in the multiplayer game
channels that enable real-time competition with subscribers across the street,
across town, and eventually, across the country.
"The commercial launch of BUZZTIME with SusCom marks a new phase of the
interactive television evolution for cable operators and digital cable
customers across the country," said Tyrone Lam, president and COO, Buzztime
Entertainment. "For the first time, digital subscribers can use their existing
digital set top box and remote control to play and compete against other
homes. With this first consumer launch underway, we are hoping to move
forward with other cable operators to explore all the possibilities that come
with opening the iTV gateway."
"Customer response to BUZZTIME has been extremely positive throughout the
recent marketing and technical trial," stated Mitch Piskur, general manager,
SusCom. "We strongly believe that the BUZZTIME channel will enhance the value
of our digital service."
SusCom digital customers in York need only their existing Scientific-
Atlanta Explorer(R) digital set top box and remote control to play along on
BUZZTIME. The channel features the same great content -- live play-along
trivia games for players of all interests and ability levels -- that already
entertains millions of consumers each month on the NTN Network in
approximately 3,600 restaurants and sports bars in North America.
SusCom will pay Buzztime a monthly license fee for carriage of the
BUZZTIME channel to all SusCom digital subscribers. Buzztime intends, as
distribution grows, to obtain additional revenues via premium fees for
competitions and prizes from players and from advertisers and sponsors.
"We are thrilled to be at the forefront of television programming with our
decision to include BUZZTIME as a new product offering to our digital cable
households," said Dan Templin, vice president, programming and marketing,
SusCom.
Added Michael Fleming, chairman of Buzztime Entertainment: "Achieving
multiplayer gaming on digital set top boxes has been a goal of game providers,
cable operators and satellite distributors for some years. This is a momentous
event for SusCom, Buzztime, NTN and the iTV industry. This launch will be seen
years from now as the inflection point that initiated the next generation of
viewer controlled digital television."
BUZZTIME features six channels of play-along trivia games for players of
all interests and ability levels with real-time competition and rankings among
households. BUZZTIME game play categories include TV Trivia, History Trivia,
Kids Only Trivia(TM), Music Trivia, Sports Trivia(TM) and Countdown(R) -- the
longest running interactive trivia game in the world. BUZZTIME trivia games
are distributed simultaneously to all subscribers in a cable system to create
a unique, one-of-a-kind connected user experience.
Dan Sweeney, senior vice president, distribution, Buzztime Entertainment
said, "SusCom has seen the value of our unique game channel with its connected
user experience through real-time competitions across cable households. We're
ready to communicate our success in York to other cable operators who are
looking to distinguish themselves from the competition through BUZZTIME's
fresh, fun content and the many cross-promotional and marketing opportunities
the multiplayer competition and local NTN Network connection present."
Susquehanna Communications (SusCom) is a recognized leader in the delivery
of cable television and other broadband digital telecommunications services
with exceptional customer care. The York, Pa.-based, privately-held company
operates networks in Pennsylvania, Maine, Mississippi, Illinois and Indiana
serving 200,000 customers. SusCom ranks among the top 20 cable companies in
the U.S.
Buzztime Entertainment Inc., a subsidiary of NTN Communications, Inc.
(AMEX:NTN), is a leading developer and distributor of interactive television
entertainment programming. Buzztime Entertainment Inc. develops the
BUZZTIME(R) channel, the only 24-hour play-along entertainment broadcast
created exclusively for interactive television audiences. It features six
channels of trivia games for players of all interests and ability levels with
massive, multiplayer competition and rankings among households. The company
owns the world's largest database of iTV trivia questions and operates an
interactive broadcast studio where it produces multiplayer trivia game shows,
live sports prediction games -- such as QB1(R) Predict the Play(TM) football
-- and live viewer polling across iTV, mobile and PC platforms. With
investment from Scientific-Atlanta, Inc., Buzztime Entertainment has
partnerships with NTN Communications, Inc., Liberate Technologies, Microsoft
Corporation and the National Football League, and has worked with companies
such as AT&T Broadband, Yahoo!, Fox Sports, EA.com, Nickelodeon and the
National Hockey League. Established in 1999, Buzztime Entertainment's
interactive television studio and broadcast operations center are
headquartered in Carlsbad, California. The company website is located at
http://www.buzztime.com.
This release contains forward-looking statements, including statements
relating to the development of the BUZZTIME channel for distribution by
Susquehanna Communication to its digital cable subscribers', accessibility to
Scientific-Atlanta set top boxes, the attractiveness of the BUZZTIME channel
for customers and cable operators, future plans for content on the BUZZTIME
channel, and future services, which are subject to risks and uncertainties
including changing economic conditions, product demand and market acceptance,
technological barriers, the impact of competitive products and pricing, and
other factors detailed in the Securities and Exchange Commission filings of
NTN Communications, Inc., including its Annual Report on Form 10-K for the
fiscal year ended December 31, 2001. NTN and Buzztime Entertainment disclaim
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Brandmakers' Games and Vending division grew out of Brandmakers original business, games and vending machine manufacturing and distribution. This business has grown tremendously and continues to reinvent itself.
The Games and Vending division's product line includes camera, disk, phone card, and postcard vending machines as well as Skill machines, Pusher games, and Virtual Reality Golf machines. Clients include amusement centers, resorts, and shopping malls. With it's headquarters in Suwanee, Georgia.
"Suwanee how I love ya, how I love ya, my dear old Suwanee"
New Brandmakers theme song
It's lower than a snakes belly. Unless they find a way out of the K-W Machines $320k court judgement they are toast. The only positive indication is that if K-W tries to enforce the judgement it will put BMKS under and K-W will not recover much, so a settlement they can live with would be a win-win situation for both.
NTN, the company to whom BMKS sold ZOOM, has picked up another company. The 20,000 shares of NTN may be worth a lot more one day.
NTN Communications, Inc. Acquires Assets of Hysen Technologies, Inc.
- Acquisition Expands NTN's Wireless Paging Offerings For the Hospitality Industry -
CARLSBAD, Calif., May 20 /PRNewswire-FirstCall/ -- NTN Communications, Inc. (Amex: NTN - News), the world's largest out-of-home interactive television network, announced today that it has reached an agreement to acquire the assets of Hysen Technologies Inc., subject to customary closing conditions. Hysen ranked as the fourth largest company in the hospitality paging industry for the year 2001. Today's transaction represents the second major paging company acquisition in as many months for NTN, demonstrating NTN's commitment to this industry segment. In April 2002, NTN acquired the assets of ZOOM Communications, the number three provider of wireless paging products in the hospitality wireless paging industry.
Hysen Technologies has been recognized as an innovator in the hospitality wireless paging industry with a strong presence in New England and selected national chain restaurant accounts. NTN will assume all of Hysen's existing inventory, intellectual property and associated assets, including Hysen's current customer base of approximately 1,400 full service restaurants. Manufactured under the SIGnologies(TM) brand name, Hysen Technologies' key products and services include: SPS 2000 server paging systems, GPS 2000 guest paging systems and server call light system technologies.
"Hysen's innovation lies in its technologically advanced line of server paging products, which complement the guest paging strengths we obtained as part of our recent acquisition of ZOOM", said Mark deGorter, President and Chief Operating Officer of the NTN Network. "Hysen's significant presence in the New England region, as well as the key hospitality chain accounts across the country, positions NTN to reach potential critical mass rapidly as we execute our deployment strategy in the hospitality wireless paging segment. Coupled with the ZOOM acquisition, we believe the Hysen acquisition further validates our strong commitment to becoming the leading provider of front-of-the-house services to the hospitality industry."
About NTN Communications, Inc.
Based in Carlsbad, CA, NTN Communications, Inc. (Amex: NTN - News) is the parent corporation of the NTN Network® division and Buzztime Entertainment, Inc., a subsidiary. The NTN Network division, which focuses on the out-of-home hospitality industries, is comprised of the NTN Network and NTN Wireless Communications, Inc. The NTN Network is the largest out of home interactive television network in the world. Through NTN's Digital Interactive Television technology, the NTN Network broadcasts entertainment and sports programming engaging more than 1.7 million players and reaching more than 6 million unique customers each month in approximately 3,600 North American hospitality locations such as TGIFriday's, Damon's, Applebee's, Buffalo Wild Wings, Bennigan's and others. NTN Wireless? manufactures, sells, and repairs paging equipment for the hospitality industry as well as providing on site messaging solutions for hospitals, church nurseries, salons, business offices and retail establishments. NTN Wireless also offers enhanced stored-value gift certificate and loyalty programs to improve customer retention. Buzztime Entertainment, Inc., with investment from Scientific-Atlanta, Inc., produces BUZZTIME(TM), the interactive television trivia channel, and live sports prediction games such as QB1® from its live interactive broadcast studio. Buzztime's partners include: Scientific-Atlanta, Inc., Liberate Technologies, Microsoft Corporation's MSN®TV and the National Football League.
This release contains forward-looking statements, including
People are still dumping a few. I may try to pick up some more. Things are not as black as indicated in the filing, there is light at the end of the tunnel.
Once again we are in a wait and see mode. From what we see in the report I would say the stock is undervalued. One of the newer valuation techniques for stock value states that a stock is undervalued if it sells for less than annual sales and makes a profit. We can conservately say they will do $1.3 million this year, 123 million shares outstanding, puts it at 1.05 cents. I doubt if 99% of other pennies meet this criteria and would like to know some, they would be interesting to look at.
Once again we are in a wait and see mode. From what we see in the report I would say the stock is undervalued. One of the newer valuation techniques for stock value states that a stock is undervalued if it sells for less than annual sales and makes a profit. We can conservately say they will do $1.3 million this year, 123 million shares outstanding, puts it at 1.05 cents. I doubt if 99% of other pennies meet this criteria and would like to know some, they would be interesting to look at.
Not bad, it shows that ZOOM had to go. I would like to have seen more about Geoff's operation but really the K-W machines $320,000 debt and how it gets dealt with, will make or break the company and they know it.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
Commission file number 0-28184
BRANDMAKERS, INC.
(Exact name of small business issuer as specified in its charter)
Utah 37-1099747 ---------- ----------(State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.)
140 Satellite Blvd. Ste. C, Suwanee, Georgia 30043
(Address of principal executive offices)
(770) 338-1958
(Issuer's telephone number)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Not Applicable
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 123,135,787 shares common stock, $.001 par value, were outstanding as of May 15, 2002.
BRANDMAKERS, INC.
FORM 10-QSB
For the Quarter Ended March 31, 2002
INDEX PAGEPART I: FINANCIAL INFORMATION Item 1 - Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2001 and March 31, 2002 . . . . . . . . . . . . . . . . . . . 3 Condensed Consolidated Statement of Operations for the nine and three months ended March 2001 and 2002. . . 4 Condensed Consolidated Statements of Cash Flows for the nine and three months ended March 2001 and 2002. . . 5 Notes to Consolidated Financial Statements . . . . . . . . 6 Item 2 - Management's Discussion and Analysis . . . . . . . . . . . . . . 7 - 8PART II: OTHER INFORMATION Item 1 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 9 Item 2 Changes in Securities and Use of Proceeds . . . . . . . . . 9 Item 3 Default Upon Senior Securities . . . . . . . . . . . . . . 9 Item 4 Submission of Matters to a Vote of Security Holders . . . . 9 Item 5 Other Information . . . . . . . . . . . . . . . . . . . . . 9 Item 6 Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 9SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
- 2 -
Brandmakers, Inc.
CONSOLIDATED BALANCE SHEETS June 30, March 31, 2001 2002 ----------- ----------- ASSETSCURRENT ASSETS Cash and cash equivalents $ 51,917 $ 57,186 Receivables Trade $ 302,910 $ 70,132 Less allowance for doubtful accounts $ (25,000) $ (25,000) ----------- ----------- $ 277,910 $ 45,132 Inventories $ 206,402 $ 31,669 ----------- ----------- Total current assets $ 536,229 $ 133,987PROPERTY AND EQUIPMENT - net $ 845,293 $ 586,003OTHER ASSETS Certificates of deposit - pledged $ 37,096 $ 37,096 Deposits $ 45,606 $ 47,282 NTN Stock $ - $ 20,000 ----------- ----------- $ 82,702 $ 104,378 $ 1,464,224 $ 824,368 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIES Line of credit $ 142,013 $ - Notes payable $ 843,400 $ 831,428 Accounts payable $ 405,768 $ 132,322 Deferred revenue $ 267,108 $ 297,059 Other current liabilities $ 36,037 $ 6,942 Accrued Salaries $ - $ 65,191 Current portion of capital leases $ 158,915 $ 59,787 ----------- ----------- Total current liabilities $ 1,853,241 $ 1,392,729CAPITAL LEASES, less current portion $ 31,026 $ 50,852LONG-TERM DEBTSTOCKHOLDERS' EQUITY Common stock - authorized 200,000,000 shares of $0.001 par value $ 123,141 $ 123,141 Additional paid-in capital $ 2,979,672 $ 2,979,672 Retained earnings (deficit) $(3,522,856) $(3,722,026) ----------- ----------- $ (420,043) $ (619,213) ----------- ----------- $ 1,464,224 $ 824,368 =========== ===========
- 3 -
Brandmakers, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS Nine Months Ended Three Months Ended March 31, March 31, 2001 2002 2001 2002 ------------ ------------ ------------ ------------Revenues $ 492,649 $ 813,135 $ 162,106 $ 317,616Cost of goods sold $ 157,706 $ 219,108 $ 40,389 $ 108,287 ------------ ------------ ------------ ------------ Gross Profit $ 334,943 $ 594,027 $ 121,717 $ 209,329Operating Expenses Salaries and Wages $ 468,045 $ 265,540 $ 153,158 $ 83,653 Other operating expenses $ 616,140 $ 486,852 $ 203,293 $ 146,678 ------------ ------------ ------------ ------------ $ 1,084,185 $ 752,392 $ 356,451 $ 230,331Operating income (loss) $ (749,242) $ (158,365) $ (234,734) $ (21,002)Other Income (expense) Interest Expense $ (113,840) $ (38,194) $ (27,922) $ (3,781) Loss on disposal of assets $ - $ (37,267) $ - $ (37,267) ------------ ------------ ------------ ------------ $ (113,840) $ (75,461) $ (27,922) $ (41,048) Loss from continuing operations $ (863,082) $ (233,826) $ (262,656) $ (62,050)Discontinued operations Gain on sale of Zoom communications $ - $ 39,856 $ - $ 39,856 Gain (loss) on discontinued operations of Zoom Communications $ 194,803 $ (5,200) $ 144,636 $ (83,134) Gain (loss) on discontinued operations of KW Leisure LTD $ (682,679) $ - $ - $ - ------------ ------------ ------------ ------------ Total discontinued operations $ (487,876) $ 34,656 $ 144,636 $ (43,278) Net income (loss) $ (1,350,958) $ (199,170) $ (118,020) $ (105,328) ============ ============ ============ ============Per share information Basic Loss from continuing operations $ (0.01) $ 0.00 $ 0.00 $ 0.00 Loss from discontinued operations $ (0.01) $ 0.00 $ 0.00 $ 0.00 ------------ ------------ ------------ ------------ $ (0.01) $ 0.00 $ 0.00 $ 0.00 Diluted Loss from continuing operations $ 0.01 $ 0.00 $ 0.00 $ 0.00 Loss from discontinued operations $ 0.01 $ 0.00 $ 0.00 $ 0.00 ------------ ------------ ------------ ------------ $ 0.01 $ 0.00 $ 0.00 $ 0.00 ============ ============ ============ ============ Average number of shares outstanding Basic 121,140,504 121,140,504 121,140,504 121,140,504 ============ ============ ============ ============ Diluted 122,044,080 122,671,794 122,044,080 122,671,794 ============ ============ ============ ============
- 4 -
Brandmakers, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended March 31, 2001 2002 (unaudited) (unaudited) ------------ ------------Net loss $ (1,350,958) $ (199,170)Adjustments to reconcile net loss to net cash(used in) provided by operating activities Depreciation and amortization $ 165,717 $ 165,216 Stock option expense $ 51,525 $ - Write-off of K.W. Leisure Ltd, Goodwill $ 486,729 $ - Loss on disposal of assets $ - $ 37,267 (Gain) on sale of Zoom communications $ - $ (39,856) (Increase) decrease in assets and Increase (decrease) in liabilities Accounts receivable $ 461,594 $ 87,098 Inventories $ (76,852) $ 126,686 Other current assets $ 514 $ - Accounts Payable $ 245,915 $ (39,162) Accrued expenses $ (197,652) $ 36,096 Deferred Revenue $ 205,406 $ 29,951 ------------ ------------Net cash (used in) provided by operating activities $ (8,062) $ 204,126Cash flows used in investing activities Capital expenditures $ - $ (41,411) Proceeds from the disposal of equipment $ - $ 1,900 (Increase) decrease in Deposits $ (5,252) $ 1,676 Other changes in long term assets $ (11,165) $ - ------------ ------------ $ (16,417) $ (37,835)Cash flows provided by financing activities Reductions in long-term debt and capital leases $ (478,126) $ (91,274) Reduction in line of credit $ - $ (69,748) Advances on notes payable $ 151,134 $ - Decrease (Increase) in pledged certificate of deposit $ 322,980 $ - ------------ ------------ $ (4,012) $ (161,022)Net increase or decrease in cash and cash equivalents $ (28,491) $ 5,269Cash and cash equivalents at beginning of the period $ 82,587 $ 51,917Cash and cash equivalents at end of the period $ 54,096 $ 57,186SUPPLEMENTAL SCHEDULE of noncash investing and financing activities and certaincash flow information:The Company's noncash investing and financing activities for the nine monthperiod ended March 31, 2002 are as follows:The Company sold the various assets and liabilities of the Zoom Communicationdivision per the attached 8-K for 20,202 shares valued at $20,000 in restrictedstock of NTN Communications.
- 5 -
Brandmakers, Inc.
Notes to Consolidated Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of Brandmakers Inc.'s (the "Company") significant accounting policies are incorporated by reference to the Company's annual report on Form 10-KSB dated June 30, 2001.
The accompanying unaudited consolidated financial statements reflect all adjustments, which in the opinion of management are necessary for a fair presentation of results of operations, financial position, and cash flows. The results of the interim period are not necessarily indicative of the results for the full year.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered from significant losses and losses have continued during 2002 forcing a divesture of one division discussed under recent developments. There are still financial difficulties with a negative working capital that must be overcome. Management's plan in regard to these matters is described in the management discussion and analysis. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
From time to time, the Company may have asserted or unasserted claims arising in the normal course of business. The Company does not expect losses, if any, arising from these asserted or unasserted claims to have a material effect on the financial statements.
During December 2000, the Company made a decision to discontinue the operations of its United Kingdom operations of K.W. Leisure. The operations of the segment have ceased which resulted in a judgment against Brandmakers, Inc. In addition, as discussed under recent developments, the Company has sold its Zoom Communication division which has resulted in gains and losses in discontinued operations as presented.
- 6 -
Item 2. Management's Discussion and Analysis
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-QSB contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words "believe," "anticipates," "plans," "expects," and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. These factors include, without limitation, changes in the regulation of the wireless communication and internet industry at either the federal and state levels, competitive pressures in the wireless communication and internet industry and the Company's response thereto, the Company's ability to obtain and retain favorable arrangements with third-party payers, the Company's ability to obtain capital in favorable terms and conditions, and general conditions in this economy.
The following discussion of the Company's results of operations and financial conditions should be read in conjunction with the Company's condensed consolidated unaudited Financial Statements listed in Part I, Item I and the notes thereto appearing elsewhere in this Form 10-QSB.
COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 2002
and 2001.
For accounting purposes, we have removed the revenue, cost of goods sold and the majority of expenses from the income statements in both 2001 and 2002 from the ZOOM Communications division to discontinued operations. See Recent Developments.
After adjustments, revenue increased to $317,616 for the three months ending March 31, 2002 from $162,106 for the three months ending March 31, 2001. Cost of sales were $108,287 in the 2002 period resulting in a gross profit of $209,329 compared with cost of sales of $40,389 in the 2001 period resulting in a gross profit of $121,717. Salaries were $83,653 and operating expenses $146,678 in 2002 versus salaries of $153,158 and operating expenses of $203,293 in 2001. After losses on disposal of assets and interest the loss from continuing operations was $62,050 in the three months ending March 31, 2002 versus a loss from continuing operations of $262,656 in the same period in 2001. After a gain on discontinued operations of the Zoom Communication division of $144,636 in the three months ended March 31, 2001 and a loss on discontinued operations of $83,134 for the three months ended March 31, 2002, the net loss for three months ended March 31, 2001 totaled $118,020 compared to a net loss of $105,328 for the three months ended March 31, 2002. WebBox renewal income commenced in February 2002, providing good cash flow for the period although the income is spread out over twelve months. See Recent Developments.
COMPARISON OF THE RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED
MARCH 2002 AND 2001.
For accounting purposes, we have removed the revenue, cost of goods sold and the majority of expenses from the income statements in both 2001 and 2002 from the ZOOM Communications division and KW Leisure, LTD to discontinued operations. See Recent Developments.
After adjustments, revenue increased to $813,135 for the nine months ended March 31, 2002 from $492,649 for the nine-month period ended March 31, 2001. Cost of sales were $219,108 in the 2002 period resulting in a gross profit of $594,027 compared with cost of sales of $157,706 in the 2001 period resulting in a gross profit of $334,943. Salaries were $265,540 and operating expenses $486,852 in the 2002 period versus salaries of $468,045 and operating expenses of $616,160 in 2001. After a gain on discontinued operations of $194,803 for the Zoom Communication division, and a loss on discontinued operations of $682,679 for KW Leisure, LTD, the net loss totaled $1,350,958 for the nine month period ended March 31, 2001. After a gain on sale of Zoom Communications of $39,856 and a loss on discontinued operations of Zoom Communications of $5,200, the net loss for the nine month period ended March 31, 2002 total $199,170. WebBox renewal income commenced in February 2002, providing good cash flow for the period although the income is spread out over twelve months.
- 7 -
LIQUIDITY AND CAPITAL RESOURCES
Please note that adjustments were made to the balance sheet on March 31, 2002 due to the sale of ZOOM Communications, which have an effect upon our comparisons.
CASH USED IN OPERATING ACTIVITIES - the company's net cash flow from operating activities was $204,126 for the nine month period ended March 31, 2002 compared to a deficit of $8,062 for the 2001 period. Accounts receivable decreased $87,098 in the 2002 period compared to a decrease of $461,594 in 2001. Inventories decreased by $126,686 in the nine-month period ended March 31, 2002 versus an increase of $76,852 in 2001. Other current assets did not change in 2002 as compared to a decrease of $514 in the 2001 period. Accounts payable decreased by $39,162 in the 2002 period versus an increase of $245,915 in 2001. Accrued expenses increased by $36,096 in 2002 compared to a decrease of $197,652 in 2001. Deferred revenue recognized by WebBox sign ups increased by $29,951 versus an increase of $205,406 in 2001. Note that the WebBox subscription service commenced in February 2001 resulting in the initial large increase and the increase in 2002 is a result of renewal income. The net loss decreased significantly from $1,350,958 in 2001 to $199,170 in the nine-month period ended March 31, 2002.
CASH FLOWS FROM INVESTING ACTIVITIES - The company's net cash used in investing activities was $37,835 in the nine month period ended march 31, 200 compared to a deficit of $16,417 for the same period in 2001.
CASH FLOW FROM FINANCING ACTIVITIES - The Company's net cash flow from financing activities was a deficit of $161,022 in the 2002 period versus a deficit of $4,012 in 2001.
RECENT DEVELOPMENTS
Brandmakers Inc. sold their ZOOM Communications division effective April 5, 2002 under an Asset Purchase Agreement with NTN Communications, Inc. The transaction was consummated and substantially complete as of March 31, 2002 and has been reflected in this 10QSB. Brandmakers Board of Directors determined that they had to divest themselves of the division to survive without the resources to absorb the losses or for expansion. A copy of the Form 8-K filed with the Securities and Exchange Commission is attached as an exhibit indicating the assets and liabilities that were transferred. As indicated, Brandmakers also received $20,000 of restricted common shares of NTN Communications, Inc.
For the three months ended March 31, 2002, ZOOM Communications in House paging shows a loss of $36,910. However, the separate corporate overhead for the period was a loss of $197,905, so with a significant share of this loss allocated to ZOOM, the decision by the Board of Directors was not difficult.
Also, as reported in Form 8-K attached as an exhibit, Multi-Page Communications was quite cooperative in restructuring the outstanding debt of $518,400 to $100,000 with $5,000 down and $95,000 amortized over five years at 9% interest with a balloon payment at the end of one year. If a payment is missed under the new agreement, the full amount becomes due; therefore the entire outstanding debt of $518,400 still remains recorded in notes payable.
As discussed under Legal Proceedings, there is a final judgment in favor of K. W. Machines Limited in the amount of $320,000. Brandmakers is hopeful that this debt can be restructured as well and avoid a reorganization proceeding.
WebBox commenced renewal income in February 2002, which has been quite beneficial in terms of cash flow. We have an opt-in procedure for those whose credit cards have expired and an opt-out procedure for all others when we charge their credit cards. It is still too premature to quote a renewal percentage. Approximately two thirds of our new WebBox subscriptions come from MailStart, which is our free service that can be used only once per week.
- 8 -
Part 2: OTHER INFORMATION
Item 1: LEGAL PROCEEDINGS
We reported in our 10QSB for the three-month period ending on December 31, 2001 that there was a summary judgment granted to K.W. Machines, Ltd. for $320,000. This has subsequently been recorded as a final judgment. This liability is recorded under notes payable on the consolidated balance sheet.
Item 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
None
Item 3: DEFAULT 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
Form 8-K attached as an exhibit with an effective date of 4/5/02 but pertinent to this 10QSB Filing.
- 9 -
SIGNATURES
In accordance with 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.
BRANDMAKERS, INC. (Registrant)MAY 15, 2002 By: /s/ Geoff Williams -------------------------- (Geoff Williams, Director & Chief Executive Officer) By: /s/ Joy Williams -------------------------- (Joy Williams, Secretary)
- 10 -
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) ____April 5, 2002 ____
_________________ Brandmakers, Inc. _________________
(Exact Name of Regristrant as Specified in Its Charter)
_______________________ Utah ________________________
(State or Other Jurisdiction of Incorporation)
_____ 0-28184 ____ _______ 37-1099747 _______
(Commission File Number) (IRS Employer Identification Number)
_ 140 Satellite Bl. Suite C Suwanee, GA _ __ 30024 __
(Address of Principal Executive Offices) (Zip Code)
________________ 770 - 338 - 1958 ________________
(Registrant's Telephone Number, Including Area Code)
__________________________________________________
(Former Name of Former Address, if Changed Since Last Report)
Brandmakers, Inc. sold their ZOOM Communications division effective April 5, 2002 under an Asset Purchase Agreement with NTN Communications, Inc. (AMEX: NTN). Assets and Liabilities were transferred per Exhibit A which was the book value as of March 15, 2002. In addition, Brandmakers, Inc. received $20,000 of restricted common shares of NTN Communications, Inc. Brandmakers, Inc. was relieved from the responsibility of current losses as well as the liabilities. Russ Ford, President and Sal Veni, Chief Operating Officer, resigned their positions with Brandmakers to manage the division for NTN.
Brandmakers restructured the outstanding debt of $518,400 with Multi-Page Communications, reducing the note to $100,000 with $5,000 down and $95,000 amortized over five years at 9% interest with a balloon payment at the end of one year. However, the full amount less payments will remain on the balance sheet until the final payment is made. All payments must be made on a timely basis with a thirty day grace period.
Book Value
As of March 15, 2002
ZOOM Communications Division
Assets:
Accounts Receivable
Factored $ 90,047.36
90 days from invoice date 21.311.17
Other 18,363.83
-----------
129,722.36
Prepaid inventory 2,995.00
Inventory 45,052.04
Demo Systems 11,898.50
Advanced Replacement Systems 11,272.50
Fixed Assets, Net 92,966.17
-----------
Total Assets $ 293,906.57
-----------
Liabilities
Accounts Payable $ 234,284.20
Line of Credit 72,265.22
Deferred Revenue:
Credit Balances in A/R 7,213.35
-----------
Total Liabilities 313,762.77
-----------
Net Book Value (19,856.20)
===========
End of Filing
This is the week folks, 10SQB filing by Wednesday and they are usually early. Outstanding is 123million, float is 48 million, it's a great buy at .006.
What BMKS does :
Gamosity has numerous competitors in both the games and vending markets. The cell phone vending machines have just one column for pagers and pager competition will have little effect on this market. Our vending machines can dispense any type of pager but the primary market is for cell phones.
Mailstart and Webbox compete as internet application service providers. Several other companies have web sites that provide similar services. There are several free email services with advertising that may be used by anyone. WebBox serves as a subscription service without advertising and includes features such as sending and receiving attachments, 20 megabytes of storage space, up to five email accounts.
New and Powerful Technologies:
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Sorry to be a bore, but you guys will kick yourselves next week for not trying to pick up as much as you can carry at .006.
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04/26/01
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