UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-QSB

[x]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934
                       For the quarter ended - June 30, 2003

              OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from ...to

                         Commission File Number 0-28772


                        BRANDAID MARKETING CORPORATION
                 (Name of Small Business Issuer in its charter)


                Delaware                                35-1990559
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)              Identification Number)

  1715 Stickney Point Rd., Suite A-12,
  Sarasota, Florida                                              34231
(Address of principal executive offices)                       (Zip Code)

Company's telephone number, including area code:          (941) 925-8312


                    ______________________________
(Former name, former address and former fiscal year if changed since
last report).


     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.     YES [x] NO [ ]

There were 13,034,053 shares of Common Stock outstanding having a par
value of $0.001 per share as of June 30, 2003.

                   Documents Incorporated by Reference

Certain exhibits listed in ITEM 6 of PART II have been incorporated by
reference.  An index to exhibits appears with ITEM 6.


<PAGE>  1


THIS QUARTERLY REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. THESE STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS
QUARTERLY REPORT AND INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR
CURRENT EXPECTATIONS OF THE COMPANY, WITH RESPECT TO (I) THE COMPANY'S
PRODUCT DEVELOPMENT AND FINANCING PLANS, (II) TRENDS AFFECTING THE
COMPANY'S FINANCIAL CONDITION OR RESULTS OF OPERATIONS, (III) THE IMPACT OF
COMPETITION AND (IV) THE EXPANSION OF CERTAIN OPERATIONS. ANY SUCH FORWARD-
LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE
RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.


                    BrandAid Marketing Corporation

                          TABLE OF CONTENTS

PART    ITEM      DESCRIPTION                                        PAGE

          1       Financial Statements                                03
I         2       Management's Discussion and Analysis
                  The Corporation's Business                          11
                  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                 13

II        1       Legal Proceedings                                   16
          2       Changes in Securities                               17
          3       Defaults Upon Senior Securities                     17
          4       Submission of Matters to a Vote of Security Holders 17
          5       Other Information                                   17
          6       Exhibits and Reports on Form 8-K                    17


<PAGE>  2


                      BRANDAID MARKETING CORPORATION




                           REPORT ON REVIEW OF
                           FINANCIAL STATEMENTS




                   FOR THE PERIOD ENDED JUNE 30, 2003




                                         Bobbitt, Pittenger & Company, P.A.


<PAGE>  3


                      BRANDAID MARKETING CORPORATION




                               CONTENTS


                                                     PAGE

FINANCIAL STATEMENTS:

        ACCOUNTANTS' REVIEW REPORT                    5 (F1)

        BALANCE SHEET                                 6 (F2)

        STATEMENTS OF INCOME                          7 (F3)

        STATEMENT OF
        CHANGES IN STOCKHOLDERS' EQUITY               8 (F4)

        STATEMENTS OF CASH FLOWS                      9 (F5)


<PAGE>  4


August 4, 2003




TO THE BOARD OF DIRECTORS
BrandAid Marketing Corporation

Sarasota, Florida


                         ACCOUNTANTS REVIEW REPORT

We have reviewed the accompanying balance sheet of BrandAid Marketing
Corporation as of June 30, 2003, the statement of changes in stockholders'
equity for the six months ended June 30, 2003, and the year ended December
31, 2002, the related statements of income for the six months ended June 30,
2003 and 2002, the related statements of cash flows for the six months ended
June 30, 2003 and 2002 in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants.  All information included in these financial statements
is the representation of the management of BrandAid Marketing Corporation.

A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data.  It is substantially less
in scope than an audit in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole.  Accordingly, we do not express
such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them
to be in conformity with accounting principles generally accepted in the
United States of America.

In accordance with United States Securities and Exchange Commission
Regulation S-X, footnotes have been omitted in these interim financial
statements, as footnote disclosure would substantially duplicate the
disclosure contained in the audited financial statements for the year ending
December 31, 2002.  These financial statements should be read in conjunction
with the December 31, 2002 financial statements.

Certain conditions indicate that the Company may be unable to continue as
a going concern.  The accompanying financial statements do not include any
adjustments to the financial statements that might be necessary should the
Company be unable to continue as a going concern.



/s/Bobbitt, Pittinger
Certified Public Accountants


<PAGE>  5(F1)


                        BRANDAID MARKETING CORPORATION
                               BALANCE SHEET
                               JUNE 30, 2003




       ASSETS

Cash                                                $          3,650
Accounts receivable                                           63,696
Prepaid expenses                                               1,500

       TOTAL CURRENT ASSETS                                   68,846

Equipment - net                                              579,038

                                                      $      647,884


       LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
   Accounts payable                                    $   1,943,226
   Accrued expenses                                        1,094,926
   Accrued interest                                          173,811
   Note payable                                               75,000
   Notes payable - related parties                           262,328

       TOTAL CURRENT LIABILITIES                           3,549,291

STOCKHOLDERS'EQUITY
   Common Stock - authorized 80,000,000 shares;
       par value $.001; issued and outstanding,
       13,034,053 at June 30, 2003                            13,034
   Preferred Stock - authorized 20,000,000 shares;
       Series one:
         Par value $.00, issued and outstanding 10,
       convertible one share to 1,500,000 common shares
       Series two:
         Par value $.00, 10% cumulative convertible stock,
         276,004 issued and outstanding, convertible one
         share into $10 of common stock
   Additional paid-in capital                             17,913,456
   Common Stock to be issued                                 207,000
   Treasury Stock                                          1,954,675)
   Accumulated deficit                                   (19,080,222)

       TOTAL STOCKHOLDERS' EQUITY                         (2,901,407)

                                                      $      647,884


                        See Accountants' Review Report.


<PAGE>  6(F2)


                        BRANDAID MARKETING CORPORATION
                            STATEMENTS OF INCOME




                                    Six months           Six months
                                      ended                ended
                                   June 30, 2003        June 30, 2002

SALES                           $    715,838             $    413,708
COST OF SALES                      1,115,861                  628,849

GROSS PROFIT                        (400,023)                (215,141)

EXPENSES
   General and administrative      3,748,542                1,012,912
   Selling                           545,986                  382,724
   Interest                           16,579                   16,680

                                   4,311,107                1,412,316

LOSS FROM OPERATIONS
   BEFORE INCOME TAXES            (4,711,130)              (1,627,457)

INCOME TAXES                               -                        -

LOSS FROM OPERATIONS              (4,711,130)              (1,627,457)

NET LOSS                        $ (4,711,130)            $ (1,627,457)

NET LOSS PER SHARE              $      (.525)            $      (.781)


                        See Accountants' Review Report.


<PAGE>  7(F3)


                        BRANDAID MARKETING CORPORATION
                STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



                      Additional   Common                  Retained
             Common   Paid-in      Stock to    Treasury    Earnings
             Stock    Capital      be issued   Stock      (Deficit)      Total

BALANCE,
January 1,
2002        $1,107   $9,311,200      $430,912   $     $(11,222,430)$(1,479,211)

Common Stock
issued for
compensation     1        2,549                                          2,550

Common Stock
issued for
services       769      649,486         5,985                          656,240

Debt converted
to Preferred
Stock                 2,760,034                                      2,760,034

Common Stock
options
issued for
services              1,284,713                                      1,284,713

Preferred
Stock
converted
to Common
Stock        5,054      (5,054)

Stock issued
for purchase
of assets from
BrandAid
Communications
Corporation    401     430,511       (430,912)

Treasury Stock
acquired from
shareholder
in exchange
for note
payable                                      (1,954,675)            (1,954,675)

Preferred Stock
Dividend                             69,000                 (69,000)

Net loss                                                 (2,939,662)(2,939,662)

BALANCE,
December
31, 2002      7,332 14,433,439       74,985  (1,954,675)(14,231,092)(1,670,011)

Common Stock
issued for
compensation      5      3,545                                           3,550

Common Stock
issued for
services      4,044  3,218,415       (5,985)                         3,216,474

Preferred
Stock
converted
to Common
Stock         1,028     (1,028)

Common Stock
sold            612    225,332                                         225,944

Debt and
accrued
interest
converted
to Common
Stock            13     33,753                                         33,766

Preferred
Stock
Dividend                            138,000               (138,000)

Net Loss                                                (4,711,130)(4,711,130)

BALANCE,
June 30,
2003        $13,034 $17,913,456   $207,000$(1,954,675)$(19,080,222)$2,901,407)


                        See Accountants' Review Report.


<PAGE>  9(F4)


                        BRANDAID MARKETING CORPORATION
                          STATEMENTS OF CASH FLOWS



                                                  For the six months
                                                    ended June 30,
                                                2003             2002

CASH FLOWS FROM OPERATING
ACTIVITIES
   Net loss                              $(4,711,130)     $(1,627,457)

Adjustments to reconcile net
loss to net
   cash used by operating activities:
      Depreciation                            43,415           36,284
      Stock issued for services            3,253,790          342,568
      Debt and accrued interest
      converted to common stock              (33,766)
      Decrease (increase) in operating
      assets:
      Accounts receivable, net                95,231         (150,613)
      Prepaid expenses                         1,000           52,037
      Other assets                           445,793              640
      Increase (decrease) in operating
      liabilities:
      Accounts payable                       409,406          342,669
      Accrued expenses                       190,415           54,616
      Accrued interest                        16,482           16,579
      Deferred revenue                       (97,566)         359,481

NET CASH USED BY OPERATING ACTIVITIES       (386,930)        (573,196)

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                         (15,012)

NET CASH USED BY INVESTING ACTIVITIES                         (15,012)

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds of loans from shareholder/
   related parties                           100,000          612,860
   Common Stock sold                         225,944
   Proceeds of borrowings                     60,000

NET CASH PROVIDED BY FINANCING
ACTIVITIES                                   385,944          612,860

NET (DECREASE) INCREASE IN CASH                 (986)          24,652

CASH, at beginning of period                   4,636               50

CASH, at end of period                   $     3,650      $    24,702


                        See Accountants' Review Report.


<PAGE>  10(F5)


                        BRANDAID MARKETING CORPORATION
                           STATEMENT OF CASH FLOWS
                                  (C0N'T)


                                                  For the six months
                                                    ended June 30,
                                                2003             2002

SUPPLEMENTAL DISCLOSURES:
   Interest paid                          $        -      $         -

Schedule of non-cash investing and
financing transactions:

   4,044,081 shares issued for
professional compensation                 $3,216,474

   5,000 shares issued for employee
compensation                              $    3,550

   13,000 shares issued to replace
debt and related accrued interest         $   33,766

   100,000 shares issued for
professional services                                   $      30,000

   750 shares issued for employee
compensation                                            $       2,549

   Common Stock to be issued for
professional services                                   $     127,099

   Treasury Stock acquired from shareholder in
exchange for note payable to shareholder                $  (1,954,675)

One share of preferred stock converted to 75,000
common shares, for compensation                         $     315,000


                        See Accountants' Review Report.



                                 PART I.

ITEM 2. Management's Discussion and Analysis


                        THE CORPORATION'S BUSINESS

   The Company currently is an in-store marketing services company that
provide manufacturers of consumer products, direct response products, and
entertainment companies, with a cost effective method of delivering
advertising messages, promotional incentives, samples and CD ROMS directly
to consumers.

   BrandAid's operating revenues are currently solely from its marketing
activities, which primarily focuses on the distribution of in-store
advertisements called "Supercards" as well as distributing client marketing
materials. The Company is managed and advised by former members of Act Media,
another in-store marketing company.


<PAGE>  11


   BrandAid's first direct response campaign was conducted in January, 2002,
on behalf of America Online. In that campaign the Company successfully
distributed thousands of AOL CD-ROM's throughout nationally recognized
supermarket chains.

   In total, approximately 5.9 million Supercards and CD's were distributed
in the current quarter. This can be compared to approximately 5.1 million
Supercards and CD's distributed in the First quarter of 2002, which was an
increase of almost 14% over the 5.1 million Supercards and CD's that were
distributed in the first quarter of 2002. An independent research study by
MASI International concluded that sales by clients using the Supercards
Program increased an average of 12%.

   Clients that participated in the first quarter Supercard campaigns
included CitiBank, Unilever, AOL Time-Warner, Multifoods, A&E Television
Networks, and Earthlink.

   BrandAid has completed an in-store divisional marketing agreement with
Kroger, the second largest supermarket retailer in the U.S., as well as with
Pathmark, and Safeway.

   Markets with Supercards displays as of March 31, 2002 were as follows:

New York metropolitan area:       Pathmark Supermarkets
Chicago:                          Dominicks Supermarkets
Los Angeles/San Diego:            Vons/Pavilions Supermarkets
Atlanta:                          Kroger Supermarkets
Washington/Baltimore:             Safeway Supermarkets
Houston, Austin, Dallas:          Safeway Supermarkets
Denver:                           Safeway Supermarkets

   The list of advertisers and purchasing agents at March 31, 2003 as follows:

Alberto-Culver Inc.            America Online            Checks Unlimited
Chicago Bulls                  The Clorox Company        D'Arcy Advertising
Earthlink, Inc.                Food Network              G&J Publishing
Fred Singer Direct Marketing   General Mills             Harry Bartenstein
Hormel Foods Corporation       Keebler Company,          Kraft Foods
                               a Division of Kellogg's
Langer Juice Company, Inc.     Leon Henry, Inc.          Logetics
McNeill Consumer Healthcare    Media Horizons            Pepsico, Inc.
Primedia                       Snapfish                  Starcom Worldwide
Proctor & Gamble Company       Unilever                  Young & Rubicam
Wyeth Consumer Healthcare
Turner Broadcasting Systems, Inc.
Saatchi & Saatchi North America, Inc.
Select Comfort Retail Corporation


<PAGE>  12


   The Company's growth during the current quarter was based on an
Expected contractual infusion of funds on May 29, 2003, by Cyberian
Enterprises Limited, a Hong Kong Company. Cyberian breached its agreement,
putting the future of BrandAid into jeopardy. BrandAid attempted to raise
interim capital to offset the financial setback caused by Cyberian's actions.
Unfortunately, a Virginia lawyer claimed, initially, that Cyberian had
majority interest in BrandAid, even though Cyberian did not pay for its
shares. He then claimed he, acting for a group of his clients, had gained
control of BrandAid. The lawyer made filings with the SEC proclaiming
the aforestated. As a result, an investor who had agreed to give the Company
$400,000 in funds refused to consummate the transaction, forcing BrandAid,
on July 16, 2003, to temporarily curtail operations.

   BrandAid has commenced an action in the United States District
Court for the Southern District of New York for both declaratory and
injunctive relief, to allow BrandAid to raise funds and continue
operations. BrandAid intends to actively seek damages from the various
parties that had breached various contracts with BrandAid, short-sold
BrandAid's stock, and otherwise damaged the Company.

   In the immediate future, management feels that BrandAid may
recommence operations in the next quarter, and raise such funds as are
necessary to insure the growth and expansion of the Company.

   The Company's current mailing address is 1715 Stickney Point Rd,
Suite A-12, Sarasota, Florida 34231. BrandAid trades under the symbol,
BAMK, on the OTC:BB market. Further information may be found at the
Company's web site: www.bamk.info.



        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS.

   The following discussion and analysis relate to factors which have
affected the financial condition and results of our operations for the
quarter ended June 30, 2003, and June 30, 2002.

   Discussion of Financial Information

   The discussion respecting our financial position utilizes the
unaudited, reviewed financial statements attached to this Report for the
quarters ended June 30, 2003 and June 30, 2002. On July 16, 2003,
BrandAid was forced to curtail all operations, as it could not meet
its financial obligations (See Liquidity, Material Events, and Legal
Proceedings, below). While the Company hopes to resume operations as
soon as the legal proceedings discussed below allow it to, there is no
guarantee that the company will resume operations in the near future, if
ever, or that it will be successful in the event operations are resumed.

   Operating revenues for the six months ended June 30, 2003 were
$715,838, with the cost of sales being $1,115,861, and the Company
showing a gross profit of ($400,023). The primary reason that cost of
sales was so high as compared to revenues was that a number of non-
recurrent set up charges were associated with and borne by current sales.

   Operating revenues for the first six months of 2002 were $413,708, with
cost of sales being $628,849, and we had a gross profit of ($215,141). The
inordinate cost of sales was related to set up costs, and other non-
recurring charges, as the first quarter of 2002 was our first operating
quarter in our current business.

   General and Administrative expenses were $3,748,542 for the period
ended June 30, 2003, as compared to $1,012,912 for the same period in
2002.

   Net losses for the first six months of 2003 were ($4,711,130), as
compared to ($1,627,457) for the same period in 2002. The loss, as discussed
above, is reflective of the set-up costs associated with the Company's
current business. The net loss for the first six months of 2003 translates
into a loss of $0.525 per share as compared to a net loss of $0.781 per
share for the same period in 2002.


<PAGE>  13


   On June 30, 2003, the cash and investment certificate position of
the Company was $3,650 and current assets, as a whole were $68,846.


Material Events

   BrandAid Marketing Corporation was originally incorporated as MAS
Acquisition I Corp. ("MAS") on July 31, 1996, in the State of Delaware.
On December 5, 1997, pursuant to the terms of an Agreement of Merger between
MAS and Sloan Electronics, Inc. ("Sloan Electronics"), Sloan Electronics
merged into MAS, and MAS changed its name to Sloan Electronics, Inc. In May,
1999, the name of the Company was changed to Salient Cybertech, Inc.

   On November 26, 2001, the Board of Directors decided that a business
opportunity existed in the direct marketing services industry. In furtherance
of its new business direction, on December 24, 2001, the Company, after
putting the matters to a vote at a Special Meeting of Shareholders held on
December 14, 2001, changed its name to BrandAid Marketing Corporation,
effected a 1 for 20 reverse split of its stock, and changed its trading
symbol to BAMK.

   BrandAid purchased $257,020 in advertising contracts from BrandAid
Communications Corporation for 401,008 common shares in the Company, said
shares being unregistered and subject to Rule 144 promulgated under the
Securities Act of 1933, as amended.

   On January 11, 2002, Jay Elliott was appointed CEO and President of
BrandAid. The appointments were ratified at the annual meeting of
shareholders on June 25, 2002. Mr. Elliott has had a distinguished career of
nearly two decades with in-store marketing and advertising.

   Paul Sloan, former President of BrandAid, was appointed Acting
Secretary of the Company at the pleasure of the Board of Directors until
the next annual meeting of the Company. The appointment was ratified at
the Annual Meeting of Shareholders on June 25, 2002. Mr. Sloan was also
appointed Chairman of the Board of Directors.

   At a meeting of the Board of Directors held on January 16, 2002,
Corporate Services Group, LLC. was issued 11,000 shares of common stock,
said shares restricted pursuant to Rule 144 promulgated under the Securities
Act of 1933, as amended.

   The Company had previously authorized the issuance of Preferred Shares.
Each share of Preferred Stock is automatically convertible into 1,500,000
shares of common stock. IDT Group, Inc. ("IDT"), a Florida based corporation,
has ownership rights to 4 preferred shares, which represent 6,000,000 shares
of common stock. IDT received these shares in January of 2002. As of the
filing date all 4 preferred shares have been converted into common stock.


   At the annual meeting held on March 21, 2003, Michael Solomon and Sean
Zausner were appointed CLASS I directors, 700,000 restricted common shares
were issued to Paul Sloan as part of a compensation package, and a Class 2
preferred series of shares issued in the third quarter of 2002, and used
to reduce the indebtedness of the Company to IDT Group and Paul Sloan,
was ratified.


<PAGE>  14


   On March 28, 2003, the Company received the resignations of Sean Zausner,
Darren Silverman and Kris Baso from the Board of Directors. The resignations
were requested as part of ongoing negotiations with significant suppliers to
reorganize the Company's operations and reduce current liabilities. These
negotiations include the provision of board seats for these suppliers to
induce them to convert their positions from debt-holders to shareholders of
the Company, thereby serving the dual purpose of reducing the Company's
current debt to equity, and bring their expertise to the Company via seats
on our Board of Directors.

   On May 9, 2003, BrandAid issued Jay Elliott, its President, 700,000
common shares restricted pursuant to Rule 144. This was done pursuant to
an employment agreement ratified by the Board of Directors on May 1, 2003,
and executed on May 2, 2003. A copy of the agreement is attached to this
Report as an Exhibit.

   In the current quarter, 704,214 common shares were issued as the agreed
upon compensation to a number of shareholders who had utilized 278,370 to
raise $225,944 in January, 2003, as interim financing. This interim funding
contract called for an infusion of $750,000. As of the date of this filing the
balance of $524,056 has not been received by the company.

   BrandAid issued 607,000 shares to its sales and administration staff as
compensation in the current quarter.

   On May 29, 2003, Cyberian Enterprises Limited defaulted on a Purchase and
Sales Agreement it had entered into on November 13, 2002. Cyberian had agreed
to purchase 23,500,000 shares of BrandAid's stock for $21,000,000. Considerable
hardship had been suffered by BrandAid when Cyberian had originally defaulted
in December, 2002, and January of 2003. In each case, Steven Biss, Esq.,
attorney for Cyberian had personally assured BrandAid that the funds were
ready for transfer.

   Mr. Biss negotiated a last extension of the agreement on March 29, 2003,
based on his assertions that Cyberian did indeed have the financial capacity
to complete the transaction, and that he, Mr. Biss, was personally working on
closing millions of dollars in contracts for BrandAid after the extension
were signed. Cyberian defaulted, and, to date BrandAid has received no funds
and/or contracts from Cyberian.

   In the second quarter of 2003, the company was notified of that there was
an issue respecting the State of Delaware. Investigation revealed that
there were certain deficiencies in BrandAid's corporate tax filings.
The requisite forms were submitted and the delinquent taxes duly paid.

   The Company carries on its books, 313,533 shares of common stock. These
shares were not reflected in the Report on Form 8-K filed on June 13, 2003,
resulting in an understatement of the number of shares outstanding. The
said understatement had no material affect on the purpose of the said
report.

   On May 23 and May 29, 2003, Steven Biss, a Virginia attorney, attempted to
take control of the Company on behalf of a number of shareholders he claimed
to represent. In both instances Mr. Biss garnered less than the requisite
number of votes necessary to gain control, according to our stock transfer
agent. Nevertheless, Mr. Biss attempted to assert control over the company.

   On June 3 and June 4, 2003, Mr. Biss was notified in writing that his
attempts had failed. These letters were delivered by Certified Mail,
fax and e-mail. Mr. Biss was advised that he had violated BrandAid's By-laws
as well as United States Securities and Exchange Commission Rules and
Regulation. A complaint to the SEC is currently being finalized.

   A number of clients of Mr. Biss, started a civil action in the State Court
of Virginia against Paul Sloan and another party, claiming that Mr. Sloan and
the other party had induced these shareholders into investing in BrandAid
through misrepresentations. Paul Sloan has denied the allegations, and had
the action removed to Federal Court. Mr. Sloan plans to move the court to
dismiss the matter summarily. The other party has already made motion to
dismiss the action.


<PAGE>  15


   Cyberian and one of the plaintiffs in the aforementioned action, both using
Mr. Biss as their attorney, filed suit in Federal Court in Virginia against
BrandAid and Paul Sloan, seeking damages and a declaratory judgment that
Cyberian is the majority shareholder in BrandAid. The suit was filed in
April, but has yet to be served.

   Mr. Biss, acting for a group of shareholders, has started an action in New
York Supreme Court asking for declaratory and injunctive relief against
the Secretary of BrandAid, Paul Sloan. In this action, BrandAid is named as a
plaintiff. This is based on the May 29, 2003 attempt by Mr. Biss to gain
control of BrandAid. BrandAid's management disavows any connection with this
action. Counsel for BrandAid has moved to have the matter removed to the
U.S. District Court for the Southern District of New York.

   Finally, on July 9, 2003, BrandAid commenced suit against Cyberian and
Biss in the U. S. District Court for the Southern District of New York,
primarily seeking injunctive and declaratory relief, allowing management
to continue the business of the company. A hearing on the preliminary
injunction is tentatively scheduled on August 19, 2003 pending the Judges
ruling on submitted briefs. BrandAid hopes to re-establish business
operations upon an injunction being granted.

   BrandAid expects to commence actions in the next month against all parties
who have damaged the Company through the breached Share Purchase Agreement,
the takeover attempt (including incorrect filings on June 13, 2003 and
June 16, 2003 by Biss), and subsequent actions, all of which have undermined
the viability of the Company. It is anticipated that the total value of the
law suits will be in excess of $20,000,000.

Liquidity

   The Company is currently illiquid. As a result of the default by Cyberian
Enterprises, Limited in its purchase of 23,500,000 common shares for
$21,000,000, coupled with the default by contracting parties in providing
interim financing, coupled with the cancellation of an interim funding
arrangement due to Cyberian's and other parties public announcements that they
had taken control of BrandAid (which they had not), BrandAid had to
temporarily curtail operations on June 16, 2003. The Company is currently
attempting to obtain injunctive relief to allow it to properly continue its
business. However, should the matter become drawn out in the courts, the
company may be in a position where it could not meet its financial
obligations. Currently, at least until the matter is adjudicated upon, the
company is technically insolvent (see Material Events, and Legal Proceedings).

Disclosure Controls and Procedures:

     (a) Within 90 days prior to the date of the filing of this Quarterly
         Report on Form 10-QSB (the "Evaluation Date"), the Company evaluated,
         under the supervision of our chief executive officer and our chief
         financial officer, the effectiveness of our disclosure controls and
         procedures. Based on this evaluation, our chief executive officer
         and our chief financial officer concluded that our disclosure
         controls and procedures are effective to ensure that information we
         are required to disclose in reports that we file or submit under
         the Securities Exchange Act of 1934 is recorded, processed,
         summarized and reported within the time periods specified in the
         SEC's rules and forms.

     (b) Subsequent to the Evaluation Date, there were no significant
         changes in our internal controls or in other factors that could
         significantly affect our internal controls.




                                   PART II.


ITEM 1. Legal Proceedings.

   The Company is not currently a party to any pending or threatened
litigation of a meritorious or material nature or that could result in a
significant financial impact, except as disclosed herein.  From time to time
the Company may be involved in lawsuits in the normal course of its business,
that do not have a material impact upon the Company.

   The Company has commenced an action in the Florida Circuit Court for a
declaratory judgment canceling the 138,800 shares owned by Ms. Kim Adolphe,
president of BrandAid's former Subsidiary, Gemini Learning Systems, Inc. The
action is based on the Company's assertion that there were material
misstatements upon which the Company relied in purchasing Gemini, and
certain issues that arose after the said purchase. Ms. Adolphe commenced
an action against the Company for the release of her shares, and the two
actions have been consolidated. On June 25th, 2003, Ms. Adolphe's attorney
made motion to remove himself from the case. The motion made was because
Ms. Adolphe had failed to pay her counsel $12,766.17, and was granted by
the Court. Ms. Adolphe's former counsel has placed a lien for the same amount
on her case file.

   The Company is party to a lawsuit with "Marketing Services by Vectra"
In Ohio Federal Court, in which Vectra alleges that BrandAid owes them
$384,111. BrandAid maintains that it has suffered losses due to the failure
of Vectra to release certain materials that were the property of BrandAid.

   A number of actions were commenced as a direct and indirect result of
Cyberian Enterprises Limited breaching its contract with BrandAid. These are
fully disclosed in "Material Events", above.


<PAGE>  16


ITEM 2. Changes in Securities.

    None


ITEM 3. Defaults.

    None


ITEM 4. Submission Of Matters To A Vote Of Security Holders.

   At the annual meeting held on March 21, 2003, Michael Solomon and Sean
Zausner were appointed CLASS I directors, 700,000 restricted common shares
were issued to Paul Sloan as part of a compensation package, and a Class 2
preferred series of shares issued in the third quarter of 2002, and used
to reduce the indebtedness of the Company to IDT Group and Paul Sloan,
was ratified. The resolutions are fully described in the Report on Form
8-K filed on March 31, 2003.

   Steven Biss, a Virginia lawyer, claiming to act for a majority of the
Company's shareholders, attempted on May 23, 2003, and on May 29, 2003, to oust
the current directors and officers of BrandAid, and to install a new slate of
directors and a new executive. On both occasions he failed to obtain the vote
necessary to proceed with his planned actions.

ITEM 5. Other Information

    None

ITEM 6. Exhibits and Reports on Form 8-K


(a) Exhibits

(13) Incorporated by reference:

Quarterly and Annual Reports on Form 10-QSB and 10-KSB, respectively, as
timely filed with the Securities and Exchange Commission pursuant to the
Securities and Exchange Act of 1934.

(24.6) Consent of Auditors                                     Page 19

(99.1) CERTIFICATE OF CEO PURSUANT TO 18 U.S.C. SECTION 1350,
       AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
       ACT OF 2002                                             Page 20

(99.2) CERTIFICATE OF CFO PURSUANT TO 18 U.S.C. SECTION 1350,
       AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
       ACT OF 2002                                             Page 21

(99.3) CERTIFICATE OF CEO PURSUANT TO RULE 13a-14 UNDER THE
       SECURITIES EXCHANGE ACT OF 1934                         Page 22

(99.4) CERTIFICATE OF CFO PURSUANT TO RULE 13a-14 UNDER THE
       SECURITIES EXCHANGE ACT OF 1934                         Page 23

(99.5) Jay Elliott Employment Agreement                        Page 24


<PAGE>  17


(b) Reports on Form 8-K

   1. Report on Form 8-K filed on March 31, 2003, respecting
      the Annual Meeting.

   2. Report on Form 8-K filed on June 04, 2003, respecting a
      default by Cyberian Enterprises Limited.

   3. Report on Form 8-K/A filed on June 04, 2003, amending the above filing.

   4. Report on Form 8-K/A filed on June 13, 2003 (1).

   5. Report on Form 8-K filed on June 13, 2003 (1).

   6. Report on Form 8-K filed on June 13, 2003 (1).

   7. Report on Form 8-K filed on June 16, 2003 (1).

   8. Report on Form 8-K filed on June 17, 2003 (1).

       (1)  All refer to the attempt by Steven Biss and Cyberian
            Enterprises to take over the control of the Company.

(c) Other Filings Incorporated by Reference


   1. Schedule DEF-14A Filed on March 04, 2003, respecting the Annual Meeting
      held on March 21, 2003.

   2. Report on Form 10-KSB filed on March 03, 2003.

   3. Report on Form 10-QSB filed on May 15, 2003.

                               Signatures

   In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: August 15, 2003

BrandAid Marketing Corporation


By:             /s/Paul Sloan/s/
                   Paul Sloan, Chairman and Secretary

                /s/Charles Tokarz/s/
                   Charles Tokarz, CFO

                /s/Jay Elliott/s/
                   Jay Elliott, President, CEO


<PAGE>  18


EXHIBIT 24.6
                   Consent of Registrant's Auditors


August 15, 2003

Securities and Exchange Commission
Washington, D.C. 20549

RE:  BrandAid Marketing Corporation.
     Report on Form 10-QSB for the Periods ending
     June 30, 2003 and June 30, 2002.


Gentlemen:

     We consent to the Accountant's Review Reports and Statements
being filed with the Quarterly Report on Form 10-QSB for the quarter
ending on June 30, 2003 and with any amendment thereto.  This accounting
firm hereby consents to the filing of this consent as an exhibit to the
Quarterly Report abovementioned.





/s/Bobbitt,Pittenger/s/
Certified Public Accountants


<PAGE>  19


                                 Exhibit   99.1

                        CERTIFICATION BY CEO PURSUANT TO
                               18 U.S.C. (S)1350,
                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of BrandAid Marketing Corporation
(the "Company") on Form 10-QSB for the period ended June 30, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Jay Elliott, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. (S)1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

       (1)  The Report fully complies with the requirements of Section 13(a)
       or 15(d) of the Securities Exchange Act of 1934; and

       (2)  The information contained in the Report fairly presents, in all
       material respects, the financial condition and results of operations
       of the Company.



                                                /s/Jay Elliott
                                                _____________________
                                                Jay Elliott
                                                Chief Executive Officer
                                                August 15, 2003


<PAGE>  20


                                  Exhibit 99.2

                         CERTIFICATION BY CFO PURSUANT TO
                                18 U.S.C.(S)1350,
                             AS ADOPTED PURSUANT TO
                   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of BrandAid Marketing Corporation
(the "Company") on Form 10-QSB for the period ended June 30, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Charles Tokarz, Chief Accounting Officer of the Company,
certify, pursuant to 18 U.S.C. (S)1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

          (1)   The Report fully complies with the requirements of Section
          13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2)   The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.

                                                  /s/Charles Tokarz
                                                  ______________________
                                                  Charles Tokarz
                                                  Chief Financial Officer
                                                  August 15, 2003


<PAGE>  21


                               Exhibit 99.3

                       CERTIFICATE OF CEO PURSUANT TO
              RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934

         I, Jay Elliott, Chief Executive Officer of BrandAid Marketing
Corporation, certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB of
BrandAid Marketing Corporation;

         2.       Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

         3.       Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

         4.       The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

         (a)      Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         (c)      Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5.       The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors (or persons
performing the equivalent function):

         (a)      All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

         6.       The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: August 15, 2003

                                                /s/Jay Elliott
                                                __________________

                                                Name: Jay Elliott
                                                Title: Chief Executive Officer


<PAGE>   22


                                  Exhibit 99.4

                          CERTIFICATE OF CFO PURSUANT TO
                RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934

         I, Charles Tokarz, Chief Financial Officer of BrandAid Marketing
Corporation, certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB of
BrandAid Marketing Corporation;

         2.       Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

         3.       Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

         4.       The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

         (a)      Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         (c)      Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5.       The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors (or persons
performing the equivalent function):

         (a)      All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

         6.       The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: August 15, 2003

                                                /s/Charles Tokarz
                                                _____________________

                                                Name: Charles Tokarz,
                                                Title: Chief Financial Officer


<PAGE>  23


                           EMPLOYMENT AGREEMENT



This Employment Agreement, dated as of April 25, 2003, by and between
BrandAid Marketing Corporation, a Delaware corporation, ("Company") and Jay H.
Elliott ("Executive"), to be effective from the date hereof (the "Employment
Agreement").

   RECITALS:


A.   Company is a publicly traded corporation that provides a broad range of
marketers, including manufacturers of consumer and pharmaceutical products,
direct response products and services, and entertainment companies, with a cost
effective method of delivering advertising messages, promotional incentives,
samples and CD ROMs directly to consumers.

B.   The Executive is willing to be employed by the Company and has made and
is expected to make contributions to the profitability, growth and financial
strength of the business to be conducted by the Company.

C.   The Executive presently holds the position of Chief Executive Officer
of the Company and has in the past been operating without an employment
agreement.

D.   The Company has authorized this Agreement with the Executive, and has
approved all of the terms, conditions and undertakings hereof, all of which the
board of the Company has found to be reasonable, proper and in the best
interest of the Company.


NOW, THEREFORE, in consideration of the mutual agreements and covenants
herein contained, the parties agree as follows:

EMPLOYMENT.  The Company hereby agrees to employ the Executive and the
Executive hereby agrees to accept employment with the Company in accordance
with the terms and conditions set forth in this Employment Agreement.

TERM.  The term of this Employment Agreement shall begin on August 1, 2002
and continue until January 1, 2007 (The "Employment Term").

COMPENSATION.  For all services to be rendered by the Executive in any capacity
during the Employment Term, the Executive shall receive the following
compensation:

BASE SALARY.  During the Employment Term, the Company shall pay the Executive
an annual salary of One Hundred and Seventy Five Thousand Dollars ($175,000)
of base salary payable in accordance with the Company's practice, but not
less than monthly.  The Executive will be eligible for annual increases in
base salary as determined by the board of directors on the anniversary date
of this Agreement.

The Company may defer any part of this base salary during any time period in
which the Company is not profitable in any given monthly basis or if there is a
need to defer expenses in order for the Company to meet other financial
obligations. The amount of any deferred compensation will be paid to Executive
within six (6) months after the compensation is withheld.


<PAGE>  24


YEARLY PERFORMANCE BONUS.  The Executive shall be considered for performance
bonuses each calendar year based upon the revenues and profits generated by the
Company.  Any bonus shall be in the absolute discretion of the compensation
committee and/or board of directors, depending on which entity is empowered by
the corporate by-laws to make such decisions and will be payable by January
30th of the following calendar year. The Executive shall not be able to
participate in such a decision and shall remove himself from such board or
committee if he shall hold a position on the Board of Directors or
compensation committee during the meeting at which such a bonus decision is
being made. Within 120 days of the signing of this Agreement, the Executive
will be entitled to receive $53,000 as a yearly performance bonus for the
calendar year 2002.

EXPENSES.  The Company will provide the Executive with six hundred and fifty
dollars ($650.00) per month to be used for Executive's automobile expenses in
accordance with and subject to the Company's standard practices for
reimbursement of employee expenses. The Company shall reimburse Executive for
all proper and reasonable out-of-pocket expenses, including commutation
expenses, incurred by him in performing his duties.

BENEFITS. During the Employment Term, the Executive shall be entitled to
participate in all employee benefits plans including any medical insurance
program in effect from time to time and made generally available to employees
of the Company of similar position, rank and seniority as the Executive. The
Executive shall not be entitled to dental insurance.

The Executive shall be covered by the Company's Directors and Officers
insurance policy concerning certain liabilities that may accrue to the
Executive as a result of the Company's business.

During the term of this Agreement, Executive will be entitled to not less
than four (4) weeks paid vacation during each twelve-month period commencing
on the Effective Date. Executive agrees to utilize his vacation at such a
time or times as are consistent with the proper performance of his duties
and responsibilities hereunder.

TRAVEL.  In the event it becomes necessary for the Executive to travel on
Company business the Executive shall have the option to fly the Executive's
personal aircraft in which case the Executive shall be entitled to be
reimbursed by the Company according to the price of a regular coach ticket
on a regularly scheduled airliner. Executive will be reimbursed for the
amount of fuel used on such trips.

STOCK RIGHTS.  Upon signing of this agreement the Executive will be issued a
one time payment of 700,000 shares of restricted common stock in the
Corporation.

DUTIES OF EXECUTIVE

a. During the term of this Agreement, Executive shall be employed by the
Company on a full time basis as its Chief Executive Officer, and shall have
authority and shall have such authority and shall perform such duties
consistent with his position as may be reasonably assigned to Executive by,
and shall report directly to, the Board of Directors of the Company.
Executive shall use all reasonable efforts to further the interests of the
Company and shall devote substantially all of his business time and
attentions to his duties.


<PAGE>  25


b. The Company shall cause Employee to remain a Director of the Company and be
nominated for, and elected to the Board of Directors of the Company at each
Annual (or special meeting in lieu of the annual) Meeting of the Shareholders
of the Company during the term of this Agreement.

c. The Executive shall be responsible for reporting to the Board of Directors
on a quarterly basis, in writing, providing a detailed summary of the sales
activity of the Company.  The Executive shall be required to meet all sales
projections and goals, previously set forth in writing by the Executive.  The
Executive shall report to the Board of Directors on a quarterly basis to
indicate any deviation from previously announced budgets and goals and provide
a written explanation for the same.

d. During the Employment Term, the Executive shall use his best efforts to
discharge his duties under this Employment Agreement in compliance with
applicable federal, state and local laws. The Executive shall be responsible
for making sure that all accounts of the Company for which he has oversight,
comply with all laws and regulations applicable to the Company.

TERMINATION.  Notwithstanding anything to the contrary herein, this Employment
agreement may be terminated at any time during the Term hereof only for "cause"
as determined by the Board of Directors of the Company.

a. "Cause," shall mean by reason of any of the following: (1) conviction of any
crime (whether or not involving the Company) constituting a felony. (2) gross
neglect or misconduct in the performance of his duties to the Company, or (3)
willful or repeated failure or refusal to perform such duties as may be
assigned to him by the Board of Directors commensurate with his position as
Chief Executive Officer of the Company.

b. If, for any reason, Executive is unable to perform the essential functions
of his duties, with reasonable accommodation, for a consecutive period on one
hundred twenty (120) days or a non-consecutive period of one hundred eighty
(180) days during any twelve month period, or such longer period as may be
required by applicable employment laws.

   In the event the Board of Directors determines that Executive should be
terminated for "cause", the Board of Directors shall provide the Executive in
writing a statement outlining the reasons why Executive should be terminated.
The Board of Directors shall give executive 90 days from the date of such
statement to correct any deficiencies stated.  In the event the Executive fails
to correct the deficiencies within 90 days of notifying Executive, the Board
shall have the unconditional right to terminate Executive.

   In addition, the Executive may be terminated upon the occurrence of any of
the following events:

Mutual written agreement between the Company and the Executive.

   At the Company's option on thirty (30) days' written notice in the event of
the Executive's Disability, as defined under any disability insurance policy
on the Executive, if the Company carries such insurance, or otherwise
meaning the Executive's inability to continuously perform the Executive's
Services for the Company for a continuous period of ninety (90) days as a
result of adverse health or physical condition as reported by a physician
acceptable to the Executive and the Company, the acceptability of whom shall
not be unreasonably withheld by either party.


<PAGE>  26


Upon the death of the Executive.

d)    In the event this Agreement, the Employment Period or Executive's
employment by the Company is terminated prior to the expiration of the
Employment Period, except for "cause," the Company shall have no liability or
obligation to Executive, except:

i.    The Company shall be obligated to pay to the Executive not later than
seventy two (72) hours following the effective date of such termination all
remaining unpaid Base Salary and Bonus through the end of the contract term
which shall have accrued as of the effective date of such termination.

ii.   The Company shall promptly reimburse Executive for his unpaid expenses.

iii.  Executive shall also be entitled to a termination payment totaling
Executive's then current Base Salary for a eighteen (18) month period payable
to Executive in a lump sum no later than seventy two (72) hours following
Executive's termination.

iv.   The terms and conditions of any applicable employee benefit plans, if
any.

FEDERAL INCOME TAX WITHHOLDING.  The Company shall withhold from any benefits
payable under this Employment Agreement, or arrange for the payment of, any
federal, state, local or other taxes, as shall be required pursuant to any law
or governmental regulation or ruling.

WAIVER.  No term or condition of this Employment Agreement shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of
any provision of this Employment Agreement, except by written instrument of
the party charged with such waiver or estoppel.  No such written waiver shall
be deemed a continuing waiver unless specifically stated therein, and each such
waiver shall operate only as to the specific term or condition waived and shall
not constitute a waiver of such term or condition for the future or as to any
act other than that specifically waived.

GOVERNING LAW AND LEGAL REMEDIES.  This Employment Agreement shall be governed
by and construed in accordance with the laws of the State of Connecticut,
without reference to the conflicts or laws or principals thereof.  In the event
of any dispute the parties shall submit their dispute to binding arbitration in
Palm Beach County, Florida.

RELATIONSHIP OF PARTIES.  The relationship between the Company and the
Executive shall be that of employer and employee.

NOTICES.  Any notice required or permitted to be given under this Agreement
shall be effective upon delivery in person or mailing by certified mail, return
receipt requested, to the parties at the addresses below:

TO COMPANY:
Paul Sloan, Chairman
BrandAid Marketing
1715 Stickney Point Rd., Suite A-12.
Sarasota, Florida 34231


<PAGE>  27


TO EXECUTIVE:
Jay Elliott
BrandAid Marketing
821 Broadway, 9th Floor
New York, NY 10003


or to such other address as either party shall direct by notice to the other
party.


ASSIGNMENT.  This Employment Agreement and all of Executive's rights, duties
and obligations hereunder are personal in nature and shall not be assignable
by Executive.  Any purported assignment thereof shall not be valid or binding
on the Company.  This Employment Agreement shall be assignable by the Company
without the prior written consent of Executive.  This Employment Agreement
shall inure to the benefit of and shall be legally binding upon all permitted
successors or assigns of the Company.

COUNTERPARTS.  This Employment Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Employment Agreement
by signing any such counterpart.

ENTIRE AGREEMENT.  This Employment Agreement, along with any documents executed
contemporaneously with the execution of this Employment Agreement, constitutes
the entire understanding of the parties and supersedes any and all prior
discussions, negotiations, employment agreements and understandings, whether
oral or written, with respect to the subject matter hereof.  This Employment
Agreement can be modified only by a written instrument properly executed by the
Executive and the Company.

SEVERABILITY.  In the event any one or more provisions of this Employment
Agreement shall, for any reasons, be held invalid, illegal or unenforceable,
the remaining provisions of this Employment shall be unimpaired, and the
invalid, illegal or unenforceable provision shall be replaced by a mutually
acceptable valid, legal and enforceable provision which comes closest to the
intent of the parties.

PREVAILING PARTY'S ATTORNEYS' FEES.  If any legal action or other proceeding is
brought for the enforcement of this Employment Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any
provision of this Employment Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys' fees, sales and use taxes,
court costs and all reasonable expenses, even if not taxable as court costs
(including, without limitation, all such fees, taxes, costs and expenses
incident to arbitration, appellate, bankruptcy, and post-judgment proceedings)
incurred in that action or proceeding, in addition to any other relief to which
such party may be entitled.  Attorneys' fees shall include, without limitation,
paralegal fees, investigative fees, administrative costs, sales and use taxes,
and all other charges billed by the attorney to the prevailing party.

GOOD FAITH DEALINGS.  The parties acknowledge and accept their duties to deal
with each other in good faith in applying the provisions of this Employment
Agreement, including but not limited to those dealing with termination.

IN WITNESS WHEREOF, and intending to be legally bound hereby, Company and
Executive have executed and delivered this Employment Agreement as of the date
and year first above written.




BrandAid Marketing Corporation

By:/s/Paul Sloan

Paul Sloan; Chairman & Secretary

Date: May 2, 2003


Executive

/s/Jay Elliott

Jay H. Elliott

Date: May 2, 2003


<PAGE>  28


       intentionally left blank


<PAGE>  29