PRE14CBmks040105 PREPARED BY: FLABROZZI@AOL.COM
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)
Check the appropriate box:
[X]
Preliminary Information Statement
[ ]
Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
[ ]
Definitive Information Statement
BRANDMAKERS, INC.
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X]
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[ ]
Fee computed on table below per Exchange Act Rules 14c-
5(g) and 0-11.
(1)
Title of each class of securities to which
transaction applies:
(2)
Aggregate number of securities to which transaction
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(3)
Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee
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(4)
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Fee paid previously with preliminary materials
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Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
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Date Filed:
BRANDMAKERS, INC.
721 Crandon Blvd
Suite 308
Key Biscayne , FL 33149
___________________________________________________________
____
INFORMATION STATEMENT
___________________________________________________________
____
This Information Statement is being furnished to the
stockholders of Brandmakers, Inc. ("Brandmakers" or the
"Company") at the direction of the Company's board of
directors. It is furnished in connection with action taken
on December 15, 2004 by written consent of the holders of a
majority of the issued and outstanding shares of common
stock, the only outstanding voting shares of the Company,
without a meeting pursuant to Section 16-10a-704 of Utah
Revised General Corporation Act (the "Act"). The written
consent authorized and approved an Articles of Amendment to
the Company's Articles of Incorporation (the "Amendment")
that will effect a one-for-one thousand reverse stock split
of the Company's outstanding common stock. No other
approval of the Amendment by the stockholders of the
Company is necessary or will be sought.
This Information Statement is being mailed on or about
April 1, 2005 to holders of record of the Company's common
stock as of April 1, 2005 (the "record date"). This
Information Statement constitutes notice of corporate
action without a meeting by less than unanimous written
consent of the Company's stockholders pursuant to Section
16-10a-704 of the Act.
In order for the reverse stock split to become
effective, the Amendment must be filed with the Secretary
of State of the State of Utah. Such filing will not occur
until at least 20 days after mailing this Information
Statement to the Company's stockholders.
WE ARE NOT ASKING FOR A PROXY OR A CONSENT AND YOU ARE
REQUESTED NOT TO SEND US A PROXY OR A CONSENT
The date of this Information Statement is April 2, 2005
General
On December 15, 2004, the board of directors
unanimously approved and recommended to the stockholders
the Amendment that would effect a one-for-1000 reverse
stock split of all issued and outstanding shares of our
common stock, par value $.001 per share. On December 15,
2004, the holders of 92,620,635 shares of common stock,
representing approximately 60% of the total issued and
outstanding shares of common stock as of the record date,
delivered a written consent approving the Amendment and the
reverse stock split.
Effects of Reverse Stock Split
As of the record date of December 15, 2004, we had
154,717,147 shares of common stock outstanding out of
200,000,000 authorized shares of common stock. The reverse
stock split will increase the number of authorized shares
of common stock available for issuance or reservation due
the reduction in the number of issued and outstanding
shares without a reduction in the total number of shares
authorized for issuance. This will provide us with the
flexibility to issue shares of common stock in possible
future financings, stock dividends or distributions,
acquisitions, equity incentive plans or other proper
corporate purposes which may be identified in the future by
the Board of Directors, without the expense and delay of a
special shareholders' meeting.
i)Management has approved employment agreements with
compensation packages for the current officers/directors that
equal a total of 20,000,000 shares post reverse split,.
The disbursement is as follows:
Title
Name
Shares Issued
Post
Reverse Split
Percentage
of
Ownership
Chairman /CEO
Gary F. Labrozzi
8,000,000
38 %
Director/
President
Joaquin Soler
8,000,000
38 %
Director
Ted Benghiat
4,000,000
19 %
(ii) The issuance of 225,000 post-split shares of our
common stock to certain former officers and directors of
the Company as follows:
Robert
Palmquist
75,000 shares
Geoff
Williams
75,000 shares
Joy Williams
75,000 shares
(iii) We have offered to issue 500,000 shares of
common stock, post split, to KW Machines, Limited pursuant
to a settlement agreement to resolve a judgment in the
amount of $286,320 plus interest which such firm received
against the Company pursuant to a litigation in 2002. The
Company has settled with KW Machines Limited providing for
the issuance of such shares and is awaiting a response.
There can be no assurance that the settlement will be
entered into and the shares issued.
Any further proposed agreements or understandings to issue, or
reserve for future issuance, any of the additional shares of
common stock which would be authorized by the amendment, other
than: New management is endeavoring to undertake a turnaround
and bring the Registrant into compliance. It filed a Form 8-K
covering the change of control in November 2004. It is
seeking the Registrant?s books and records from the
accountants and is seeking to work out the Registrant?s debts
with its major creditors. The reverse stock split described
in the Registrant?s Schedule 14-C is important to rationalize
the capital structure.
The new management anticipates bringing the Registrant into
full compliance with its reporting requirements within 120
days. If the Registrant determines this is not possible it
anticipates filing Form 15 to terminate its registration
under Section 12(g).
Registrant believes it is in the best interests of the
stockholders to be able to proceed with its reverse stock
split and would appreciate the opportunity to proceed with the
Information Statement at this time.
Although our Board of Directors will authorize the issuance
of additional common stock based on its judgment as to our
best interests and that of our shareholders, future
issuance of common stock could have a dilutive effect on
existing shareholders. Common shareholders are not now, and
will not be, entitled to preemptive rights to purchase
shares of any authorized capital stock if additional shares
are issued later. In addition, the issuance of additional
shares of common stock could have the effect of making it
more difficult for a third party to acquire a majority of
our outstanding voting stock.
The Board of Directors hopes that the reverse split will
make our common stock more attractive to investors. The
last reported sale price of our common stock over the
counter market was $.002 per share on March 30, 2005. Our
board of directors has approved the reverse split of all
outstanding shares of our common stock with the expectation
that the reverse split would lead the per-share trading
price to increase on the basis of the reduced number of
shares outstanding.
A reverse stock split is a reduction in the number of
outstanding shares of a class of a corporation's capital
stock, which may be accomplished by the Company, in this
case, by reclassifying and converting all outstanding
shares of our common stock into a proportionately fewer
number of shares of common stock. For example, a
stockholder holding 100,000 shares of our common stock
before the reverse stock split would hold 100 shares of our
common stock after the reverse stock split. This action
would also result in a relative increase in the available
number of authorized but unissued shares of our common
stock (in the instant example, adding 99,000 shares to the
number of unissued shares available for issuance), because
the number of shares authorized for issuance is otherwise
unchanged by the Amendment. Each stockholder's
proportionate ownership of the issued and outstanding
shares of our common stock would remain the same, however,
except for minor changes that may result from rounding up
of fractional shares of our common stock. Outstanding
shares of new common stock resulting from the reverse stock
split will remain fully paid and non-assessable.
As noted above, the board of directors expects that
the reverse stock split will lead the common stock to trade
at a higher price per share than its recent trading prices;
however, the board recognizes that the reverse stock split
might not increase the market price of our common stock in
proportion to the reduction in the number of shares of our
common stock outstanding or result in a permanent increase
in the market price, all of which will depend upon factors
such as our performance and business prospects, among
others. The history of reverse stock splits for other
companies in like circumstances is varied and thus not
predictive in terms of gauging whether our desired effects
of the reverse stock split will materialize.
If the reverse stock split is implemented and the market
price of our common stock later declines, the percentage
decline as an absolute number and as a percentage of our
overall market capitalization may be greater than would
occur in the absence of a reverse stock split.
The following table illustrates the effects of a one-for-
1,000 reverse stock split, without giving effect to any
adjustments for fractional shares, on our authorized and
outstanding shares of our capital stock:
Number of Shares as of
record date
Prior to
Reverse Stock
Split
After 1-for-
1,000
Reverse Stock
Split
Authorized Shares of Common
Stock
200,000,000
200,000,000
Outstanding Shares of Common
Stock
154,717,147
154,718
Shares of Common Stock Available
for Issuance
45,282,853
199,845,282
No Fractional Shares
No fractional shares of common stock will be issued in
connection with the reverse stock split. If as a result of
the reverse stock split, a stockholder would otherwise hold
a fractional share, the fractional share will be rounded up
to the next full share.
Exchange of Stock Certificates
If our board of directors, in its sole discretion,
elects to proceed with the reverse stock split, we will
instruct our transfer agent to act as our exchange agent
(the "Exchange Agent") and to act for the holders of common
stock in implementing the exchange of their Articles.
Commencing on the effective date of a reverse stock split,
stockholders will be notified and requested to surrender
their certificates representing shares of our common stock
to the Exchange Agent in exchange for certificates
representing post-reverse-split common stock. One share of
new common stock will be issued in exchange for 1,000
presently issued and outstanding pre-split shares of our
common stock.
Beginning on the effective date of the reverse stock
split, each certificate representing shares of our common
stock will be deemed for all corporate purposes to evidence
ownership of the adjusted number of shares of our post-
reverse split common stock. Holders of securities
exercisable for shares of our common stock will not be
requested to exchange their convertible securities in
connection with a reverse stock split. STOCKHOLDERS SHOULD
NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT
ANY CERTIFICATES UNTIL REQUESTED TO DO SO. We reserve the
right not to effect a reverse stock split if in the board
of directors' opinion it would not be in our best interests
or in the best interests of our stockholders to effect a
reverse stock split.
No Dissenters' Rights
The holders of shares of our common stock have no
dissenters' rights of appraisal under Utah law, our
Restated Articles of Incorporation, as amended, or our by-
laws, in each case, with respect to the proposed reverse
stock split or the Amendment as it relates thereto.
Vote Required and Shares Outstanding
Approval of the Amendment requires the affirmative vote of
the holders of a majority of our shares of outstanding
common stock as of the close of business on the record
date. As of the record date, there were 154,717,147 shares
of our common stock, and no shares of our preferred stock,
outstanding. Each share of common stock entitles the
holder thereof to one vote on all matters submitted to the
Company's stockholders.
Section 16-10a-704 of the Act authorizes our stockholders
to take corporate action without a meeting of stockholders
and without prior written notice if a consent or consents,
evidenced in writing and setting forth the action so taken,
is or are signed by the holders of outstanding voting stock
holding not less than the minimum number of votes that
would be necessary to approve such action at a
stockholder's meeting. The actions discussed in this
Information Statement will become effective as provided in
written consents from the holders of a majority of the
outstanding shares of voting stock executed and delivered
to the Company on December 15, 2004. As a result, no
additional vote or proxy is required by any other
stockholders to approve the adoption of the Amendment.
In compliance with Rule 14c-2 of the Securities Exchange
Act of 1934, as amended, the written consents provide that
the Amendment will not take effect until at least 20 days
after this Information Statement is sent to the Company's
stockholders. After such time, the Amendment will become
effective when the Company files it with the Utah Secretary
of State, which the Company currently anticipates it will
do on or about April 20, 2005.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information, as of December
15, 2004, as to shares of our common stock held by persons
known to us to be the beneficial owners of more than five
percent of any class of our capital stock, each of our
directors and officers and all of our directors and
officers as a group.
NAME OF
BENEFICIAL OWNER
AMOUNT OF
BENEFICIAL
OWNERSHIP
PERCENT
OF
CLASS
Gary F. Labrozzi
46,310,317
30%
Joaquin Soler
46,310,318
30%
Ted Benghiat
- -0-
- -
All directors and
officers as a group
(3 persons)
92,620,635
60%
Address of all beneficial owners is 721 Crandon Blvd
Suite 308 Key Biscayne Florida 33149
We are required to file annual, quarterly and special
reports, proxy statements and other information with the
SEC. You may read and copy any document we file at the
SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C., and at its offices in New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-
0330 for more information on the operation of the public
reference rooms. Copies of our SEC filings are also
available to the public from the SEC's web site at
www.sec.gov.
Gary F. Labrozzi CEO/Chairman
BRANDMAKERS INC.