Securities and Exchange Commission
Washington, DC 20549
Form 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act 0f 1934
Date of Report (Date of earliest event reported) March 3, 2000
Brandmakers, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Utah 800-28184 37-1099747
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1325 Capital Circle, NW, Lawrenceville, GA 30043
(Address of Principal Executive Offices)
(770) 338-1958
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5
Other Events
Purchase of Specific Assets
On February 24, 2000, Brandmakers, Inc. ("Brandmakers" or "the Company") signed
an agreement with Joshua Friedman and Phyllis Zyskind (together, "Seller") to
purchase certain assets, namely inventory and equipment (see Exhibit A) of
Multi-Page Communications LLC ("Multi-Page"), a Delaware Limited Liability
Company. Seller purchased assets of Multi-Page pursuant to a foreclosure of
Sellers lien on such assets at a sale held on February 23, 2000.
The Zoom Communications division of Brandmakers absorbed these assets. Zoom
Communications markets both in-house paging systems and wide area paging
systems. In a separate transaction, Zoom has obtained exclusive marketing rights
to the Allure, Intrigue, and Miracle models of pagers previously marketed by
Multi-Page. Besides selling new and rebuilt pagers, Brandmakers' Lawrenceville,
Georgia facility also supplies pager parts and repair service.
The consideration supporting this transaction consists of $600,000 in cash or
common stock. The terms call for the company to transfer 2,000,000 of
Brandmakers restricted common stock to be deposited into an escrow account
managed by the Company's stock transfer agent, Standard Registrar and Transfer
Company. At the end of a year, when this stock is eligible for the Rule 144 safe
harbor, the legend on this stock may be lifted and the stock transfer agent will
be given specific instructions. During this one year holding period, the stock
will be held by Standard Registrar and Transfer as Trustee. The average closing
price of the stock between the tenth and twelfth month after the agreement was
signed will be used to determine the number of shares needed to meet the
obligation. The Company will decide whether to pay Seller in cash, stock, or a
combination of both.
ITEM 7
Financial Statements and Exhibits
(a) none
(b) none
(c) 10.1 AGREEMENT OF PURCHASE AND SALE
Signatures
Pursuant to 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.
March 3, 2000
Brandmakers, Inc.
By: /s/
------------------------
Geoff Williams
Chief Executive Officer