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We are both waiting for our ship to come in, different ships
I'm impressed, just a good old country boy from Iowa who has seen more of the world than our president, before he got the job
That was in VANCOUVER
You really should visit VANCOUVER ISLAND, it rains a lot but if it rains, we could have tea and crumpets at The Empress Hotel, also they have dam good curry in the Bengal Longe.
It would make a great business after early retirement
Vancouver Island is a great location and permitting is faster now than Washington State. The two biggest concerns are fish escaping to the wild and pollution from the feed. Both issues are solved on well managed farms.
Fish farming is big in the North West. BC government has just opened up for new licenses in BC after several years. Farmed Salmon and Trout is half the price of the wild kind. This is a great business but you have to know what you are doing.
NTN, the company to whom BMKS sold ZOOM, has picked up another company. The 20,000 shares of NTN BMKS owns 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.
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
Not me sport, wish it was
BMKS, Green at last, green at last
Surely a TOS is in order?
You are comparing an elephant to a mouse, look at most midcaps down, no PRs for weeks. You lose this one.
Major companies go weeks without PRs so this is the way normal business operates, weekly PRs come from scam outfits.
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.
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
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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 =========== ===========
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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.
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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.
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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.
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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.
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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)
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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
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.
Tirex Concludes Settlement Agreement with Respect to Convertible Notes
(OTC BULLETIN BOARD - "TXMC")
MONTREAL, May 16 /PRNewswire-FirstCall/ - The TIREX Corporation (OTCBB- TXMC) announced today that it had concluded a Settlement Agreement with the Investor Group which had been issued convertible notes in exchange for an initial investment of US$750,000, as reported in the Company's previous filings with the SEC. Under the terms of the Settlement Agreement, the Company will reimburse the Investors their investment plus interest and penalties provided for under the initial Convertible Note. Reimbursement will take place over a period of up to two years, during which time the Investors will also have a limited right to sell shares of common stock held as collateral by the Investor Group, with any proceeds from these sales being applied to reduce the amount due. The Agreement also provides for the issuance of three series of warrants, 500,000 each, and each exercisable at increasing prices up to ten cents per share. This Settlement Agreement means that the Company will not be drawing down any additional funds from the Investor Group under the original US$5,000,000 facility and also resolves an alleged technical default respecting certain filing dates relating to the Company's SB-2 Registration Statement currently on file with the SEC.
Tirex President, John L. Threshie Jr. stated, "We are very pleased to have been able to arrive at this Settlement Agreement with the Investor Group and we appreciate the confidence the Investor Group has shown to the Company by extending the repayment period for two years which permits the Company to conserve working capital. This Settlement Agreement also allows the Company to avoid having to issue a very large number of shares under the terms of the original Convertible Notes Agreement, and what could have been significant dilution for our shareholders."
The statements which are not historical facts contained in this press release are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, government approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed in the Company's filings with the Securities and Exchange Commission.
SOURCE Tirex Corporation
/CONTACT: Jackie Reid, The Tirex Corporation,
514.933.2518, Fax: 514.933.6368, www.tirex.com/
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.
It works great, I use it everyday, all for $10 a year
Off topic
BMKS files next week.New and Powerful Technologies:
WebBox uses powerful Zero Wait Technology, which allows you to compose, organize, and read emails while new email is being retrieved or sent. Big attachments are no problem with this technology! You can perform any action in WebBox while email is being downloaded to your account. Let our computers download, decode, and store your messages while you get just what you need, when you need it.
Visit WebBox.Com
New and Powerful Technologies:
WebBox uses powerful Zero Wait Technology, which allows you to compose, organize, and read emails while new email is being retrieved or sent. Big attachments are no problem with this technology! You can perform any action in WebBox while email is being downloaded to your account. Let our computers download, decode, and store your messages while you get just what you need, when you need it.
Visit WebBox.Com
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.
It's all in the name of progress. If you would like a little fast action buy BMKS today at .006 and sell next week after they file for .01 plus. Should be an easy double down.
BMKS can be had at .006, but I doubt you will get many shares at that price
This could be the 10QSB filing in 10 days.
It's turn-around time
Try to get some at .007, the MMs will raise the ask to .01. All they need to do is to resolve the K-W claim issue, which is being worked now, they will emerge, smaller, sadder and wiser, like us all, but still intact with what's left. The actual stock value will be determined by the K-W claim settlement terms.
You must a been eating cereal as you posted and kept hitting the submit key? What about loaners to Celebs in Beverly Hill to get a trend started.
What's left:
INVESTOR RELATIONS
• Onsite Communications
• One of the internets busiest websites
• Consumer and Business based games and vending machines
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 3 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.
1325-C Capital Cr. NW
Lawrenceville, GA 30043
Phone 770-338-1958
Fax 770-338-9331
Exchange: OTC
The web pages are being reworked. All I hope is that BMKS can survive as a profitable small company that will get back to 3 cents this year. If they can get over the K-W machines claim hurdle I think they can do it, the 10QSB filing should point in this direction.
It might me interesting to try to buy some at .005. The ask is still .01. With 128 million shares outstanding .005 equals a $640,000 market cap at .01 it's $1.28 million, which one is nearest?
Filing just out:
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)
===========
Look into BMKS it looks terrible now, but could be a 10 bagger in 3 weeks.
During NTN teleconference NTN stated they paid over $600k for ZOOM and there were other parties who received restricted stock. Wonder if it was the departing ZOOM management ?