PRE14CBmks040105 PREPARED BY: FLABROZZI@AOL.COM
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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
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BRANDMAKERS, INC.
(Name of Registrant As Specified in Charter)
Payment of Filing Fee(Check the appropriate
box):
[X] No Fee required.
[ ] 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 applies:
(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 is calculated and state how it was determined):
(4) Proposed maximum aggregate value of
transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary
materials
[ ] 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration
Statement No.:
(3) Filing Party:
(4) Date Filed: 04/15/2005
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
15, 2005 to holders of record of the Company's common stock as of
April 15, 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.
Extent Of Noncompliance
The company has been noncompliant in filing periodic reports
required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 during the reporting periods preceding
fiscal year 2003, 2004 and first quarter of 2005. The extent of
past noncompliance is that the previous officers and directors
failed to file 10K?s and 10Q?s in a timely manner, due to
financial constraints of the company. The new management intends
to procure the monetary means necessary to become compliant. Is
it anticipated that the company will be filing these reports
within a 120 day period of this information statement.
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 Percentage
Reverse Split of
Ownership
Chairman
/CEO Gary F. Labrozzi 8,000,000 38 %
Director/
Pres Joaquin Soler 8,000,000 38 %
Director Ted Benghiat 4,000,000 19 %
(ii) On October 27, 2004, there was a Stock Purchase Agreement
executed,(exhibited in this filing). By which the previous
management was offered an issuance of 225,000 post-split shares
of our common stock to certain former officers and directors. The
purpose, that the previous management would be compensated during
the transitional period of verifying the company?s accuracy
accounting during the auditing of the company?s records. This was
vital so the company can be effectively expediting audited
financials so that the company can be complaint in its reporting
requirements. The common stock issued to of the Company as
follows:
Issued to: Amount of Shares Ownership percentage
Geoff Williams 75,000 shares .004%
Joy Williams 75,000 shares .004%
Robert Palmquist 75,000 shares .004%
(iii) On March 21,2005 the company verbally agreed to
settle with KW Machines, Limited. In the offer the company paid
$25,000 and a promise to issue 500,000 shares of common stock,
post split, in the name of KW Machines, Limited pursuant to the
terms of 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.
At this juncture current management is in verbal negotiations
with creditors on the work out of debt owed by the company.
However there have been no formal agreements executed for the
purpose of other issuance(s), it is mutually agreed and the
intent of current management and the company?s creditors to
engage in these negotiations once the reverse spit is effective.
It is the understanding that in the future management will issue
the company?s common stock in combination of cash settlements
with its creditors for the purpose in its goal 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 of
this filing. 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 After 1-for-1,000
Stock Split Reverse 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 AMOUNT OF BENEFICIAL OWNER PERCENT OF
BENEFICIAL CLASS
Gary F. Labrozzi 46,310,317 30%
Joaquin Soler 46,310,318 30%
Ted Benghiat -0- -
All directors 92,620,635 60%
and officers
as a group
(3 persons)
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.
Ss/ Gary F. Labrozzi CEO/Chairman BRANDMAKERS INC.