UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB



|[x] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2002
|--- | ----------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                             
|[ ] | TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                       
|    | For the transition period from _________________ to _________________.                                                      



|Commission file number: 0-28184                                                                                       
|----------------------------------------------------------------------------------------------------------------------
|                                                                                                                      
|BRANDMAKERS, INC. 
(Exact name of small business issuer in its charter)                                               
|                                                                                                                      
|Utah
State of Incorporation)                                                                                          
|                                                                                                                      
|140 Satellite Bl. Suite C, Suwanee, GA(Address of principal executive office)                                         
|                                                                                                                      
|Issuer's telephone number: (770) 338-1958                                                                             
|                                                                                                                      
|Securities registered pursuant to Section 12(b) of the Exchange Act:                                                  
|Title of Each Class
None                                                                                              
|                                                                                                                      
|Securities registered to pursuant to Section 12(g) of the Exchange Act:
$0.001 par value Common Stock
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 of 15(d) of the Exchange Act during the past 12 months (of 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 []

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in a definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year consisted of income in the amount of approximately $2,400,000  which includes revenues from ZOOM Communications.

128,567,147 shares of the issuer's Common Stock were outstanding as of September 26, 2002.

Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]

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BRANDMAKERS, INC.

For Fiscal Year Ended June 30, 2002-07-15



TABLE OF CONTENTS

Form 10-KSB



PART I



|Item |                                                                                                                 | Page
|---- | --------------------------------------------------------------------------------------------------------------- | ----
|1    | Description of Business                                                                                         | 3   
|2    | Description of Property                                                                                         | 7   
|3    | Legal Proceedings                                                                                               | 7   
|4    | Submission of Matters to a Vote of Security Holders                                                             | 7   
|     | PART II                                                                                                         |     
|5    | Market for Issuer's Common Equity and Related Stockholder Matters                                               | 7   
|6    | Management's Discussion and Analysis or Plan of Operation                                                       | 8   
|7    | Financial Statements                                                                                            | 11  
|8    | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            | 34  
|     | PART III                                                                                                        |     
|9    | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act | 34  
|10   | Executive Compensation                                                                                          | 36  
|11   | Security Ownership of Certain Beneficial Owners and Management                                                  | 36  
|12   | Certain Relationships and Related Transactions                                                                  | 37  
|13   | Exhibits and Reports on Form 8-K                                                                                | 38  
|     | Signatures                                                                                                      | 39  

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Item 1:	Description of Business

OVERVIEW

Headquartered in Suwanee, Georgia, Brandmakers is a diversified company engaged in Internet development and electronic game and vending equipment.

In October 1999, Brandmakers went public via a reverse merger with Mason Oil, a fully reporting public shell company and then changed the name to Brandmakers, Inc.  With its first acquisitions in 1998 of Hospitality Innovators, subsequently renamed ZOOM Communications, a communications company and MailStart, an Internet technology development firm, Brandmakers expanded its presence in the technology community.  Brandmakers Suwanee facility contains 4,280 square feet of office space and 9,720 square feet of warehouse/manufacturing space securing the Gamosity division as well as the corporate staff.  The MailStart/WebBox division is located in a 1,600 square foot facility in Sacramento, California with offsite hosting facilities.

In February 2000, Brandmakers acquired the assets of Multi-Page Communications, LLC, a wireless paging manufacturing company and in March 2000, assets of K. W. Machines, Ltd. in Ramsgate, England were purchased from KW Leisure, Ltd. and formed as a wholly owned subsidiary of Brandmakers.  K. W. Machines was a manufacturer of coin pusher entertainment equipment.  K. W. Machines and K. W. Leisure are not related parties.

RECENT DEVELOPMENTS

Brandmakers, Inc. sold their ZOOM communications division effective April 5, 2002 under an asset purchase agreement with NTN Communications, Inc.  A copy of Form 8-K filed with the Securities and Exchange Commission is attached as an exhibit indicating the assets and liabilities transferred with  negative net assets of $19,856.20 for the division. Assets and liabilities sold under this arrangement included  accounts receivable of  $145,681, inventory of $45,052, fixed assets of $95,691, accounts payable of $234,285 and a line of credit payable of $72,265.  Brandmakers received $20,000 of restricted common shares of NTN Communications, Inc.

For the three months ended March 31,2002, ZOOM Communications in-house paging reflected a loss of $36,910 before corporate overhead.  The corporate overhead for the period was $197,905 and with a majority of this overhead allocated to ZOOM; the total loss for the division was significantly more.  Consequently, the sale of the division approved by the Board of Directors was based upon the survival of the Company.

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Multi-Page Communications agreed to restructure the outstanding Company debt of $518,400 as reported in the 8-K attached as an exhibit.  Per the agreement the debt was reduced to $100,000 with a $5,000 down payment and $95,000 amortized over five years at 9% interest with a balloon payment at the end of one year.  Consequently, the Company will owe a final payment of $81,205.05 on February 20, 2003, with no more than a 30-day grace period.  Also, per the agreement, if a payment is missed, including the final payment, the full original amount becomes due; therefore the entire debt of $518,400 less interim payments remains as a note payable on the balance sheet until paid in full.

During the fourth quarter of our fiscal year, we retained the services of MRB Investor Relations, LLC to initially assist us in raising capital and subsequently to make recommendations as well as implement an Investor Relations program.  The fee for this program is a combination of cash and stock. We issued a certificate for 1,231,360 shares of Brandmakers, Inc. common stock to them on June 19, 2002. Additionally, we paid them for two months of service from May 8, 2002 through July 7, 2002 but could not continue any longer without raising additional capital.

We also retained the services of Chris Smith who has been an advisor to the Board of Directors since February 2001.  The consulting agreement is through July 2002 and calls for the issuance of 4,000,000 common shares of Brandmakers, Inc. to Mr. Smith for present and past consulting activities. The S-8 for these shares was filed July 18, 2002 and a certificate for 4,000,000 shares was issued on July 29, 2002. A prior restricted stock certificate for 3,000,000 shares was issued to Mr. Smith 0n May 22, 2002 and that certificate was cancelled on July 29, 2002 upon issuance of the 4,000,000 shares. Mr. Smith also introduced us to MRB Investor Relations, LLC.

COMPANY DIVISIONS

MailStart-WebBox Internet Applications

The Internet Development division of Brandmakers provides universal web based email solutions.  MailStart (

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Gamosity - Games and Vending

The Gamosity division produces and manufactures vending machines.  Their products include the following:

Virtual Reality Golf: A computerized golf game with a 34 inch monitor housed in custom-built cabinetry. The patented club, sensor pad, and roller ball are on a separate console placed in front and to the side of the cabinet. Players swing a club with an infrared beam over the sensor base, which activates the ball on the screen whether driving, pitching or putting. The console roller ball allows players to choose courses and options. The game allows the player(s) to play a round of golf on one of fifteen world- renowned courses with audio that provides commentary on player's swings. From April 1997 through June 1999, this product provided the majority of Brandmakers income. We do not anticipate additional sales until new software is developed to modernize the game.

Skill Machines: Brandmakers designs and imports amusement with prize (AWP) machines to its plant in Suwanee, Georgia. Bill acceptors, printers, or ticket dispensers are installed to comply with U.S. laws and standards. These machines are available for distributorships.  Casinos, bars, sports facilities and recreation centers are prime locations for these machines where local laws permit.

Coin Pushers: These machines have rotating shelves with bright gold or silver tokens or coins with the object being to drop additional coins that will cause coins on shelves to drop into a tray. This type of equipment may be used in casinos or to dispense tickets for redemption in arcade type locations. Brandmakers holds part of the patent rights and these machines will be manufactured by others or by Brandmakers now that additional software is nearing completion. The patents are fairly new with durations of seventeen to twenty years in the UK, Europe and the United States. The patented technology will be important to Brandmakers if and when production is commenced or possibly through royalties from a contract manufacturer.

Computer Disk Dispenser: A professionally designed Computer Disk dispensing machine with educational facilities being the prime market. The machine dispenses floppy disks, zip disks, super disks and compact discs for a nominal fee. Each machine has an attractive exterior for advertising in addition to a scrolling marquis, which gives the operator multiple revenue opportunities.

Cellular Phone Vendor: This new product allows dispensing of prepaid cellular phones and prepaid phone cards. These machines have eight columns, two for cell phones, one for pagers and five for prepaid phone cards.

Internet Kiosks: The kiosks are equipped with icitAmerica telecenters, 19-inch monitors, bill acceptors and credit card readers. The kiosks all have fax, copy and print capabilities. Income is derived from time usage and advertising. Advertising is sold to local merchants and users may print out offers to take advantage of discounts or coupons. We sold several of these machines during the year but do not anticipate additional sales at this time.

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Prepaid Phone Card Machines: Our two column phone card machines are competitively priced for today's market.  These machines offer consumers an easy, inexpensive way to purchase phone cards at extremely reasonable rates.  Attractive metal housing units are freestanding and convenient to install, working well in a variety of retail outlets.

Pull Tab Machines: Pull Tabs are legal in several states and are sold in retail outlets and in conjunction with bingo games for charitable organizations. Also, pull tabs are sold at Indian Reservations and by a few state lotteries. Pull tabs are also issued as prizes in conjunction with sales of other types of products where legal. We do anticipate a demand for this equipment based upon current orders. We received orders for several during the fiscal year ended June 30, 2002 as well.

Stamina-RX machines: We received an order for 100 machines to dispense this product during the fiscal year but we do not anticipate any additional orders at this time.

COMPETITION

All of the markets that Brandmakers services are highly competitive.  Many of these competitors possess greater financial, technical, and other resources than the company.  MailStart and WebBox compete as Internet application service providers.  Several other companies have web sites that provide similar services.  There are several free email services with advertising that may be used by anyone.  WebBox serves as a subscription service without advertising and includes features such as sending and receiving attachments, 20 megabytes of storage space, up to five email accounts, calendar, address book, bookmark and folders for organizing all content.  However, there are several competitors that provide similar services.

Gamosity has numerous competitors in both the games and vending markets. Many of these competitors have substantial resources and manufacture in much larger quantities which leads to significant price competition.

DEPENDENCE ON SUPPLIERS; MANUFACTURING RISKS

We rely primarily on outside suppliers and subcontractors for substantially all of our parts, components, and manufacturing supplies.  We do maintain long-term supply contracts with several of our key suppliers.  The disruption or termination of our supply or subcontractor arrangements could have a material adverse effect on our results of operations.  Our reliance on third parties involves significant risks, including reduced control over delivery schedules and quality assurance.  In addition, vendor delays or quality problems could also result in lengthy production delays.

RELIANCE ON KEY CUSTOMERS

All divisions rely on a diverse customer base.  The loss of a single customer would have minimal adverse effects on Brandmakers' revenues.

EMPLOYEES

Today, Brandmakers has 10 employees and subcontractors in all divisions.  The staff has been reduced primarily due to the sale of ZOOM Communications to control expenditures to be more in line with present sales and lack of profits.  None of our employees is a member of a labor union or subject to a collective bargaining agreement.

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LACK OF DIVIDENDS

We have never paid any dividends on our common stock.  We anticipate that, for the foreseeable future, any earnings that may be generated from operations will be used to support internal growth and that dividends will not be paid to stockholders.

Item 2:	Description of Property

The company does not own any real property.  Brandmakers leases 14,o00 square feet of office and warehouse space at 140 Satellite Bl. Suite C Suwanee, GA 30024.  This is a seven year lease and is being partially sub- leased due to the sale of ZOOM Communications.  For the MailStart-WebBox division, the company leases 1600 square feet of office space located at 9261 Folsom Bl. Suite 400, Sacramento, CA 95826 with offsite hosting facilities.

Item 3:	Legal Proceedings

The lawsuit with Jtech was settled satisfactorily with the ZOOM Communications division and our Insurance Carrier reimbursed Brandmakers for all expenses.

The lawsuit with K.W. Machines, Ltd. resulted in a final judgment granted to K.W. for $320,000 which is carried on the balance sheet.  Due to continuing losses, Brandmakers has been unable to offer a satisfactory pay arrangement or settlement amount.

Item 4:	Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the Company's security holders during the fiscal year covered by this report.

Part II

Item 5:	Market for Issuer's Common Equity and Related Stockholder Matters

The Company's common stock is traded on the OTC Bulletin Board under the symbol BMKS. The Company estimates that at August 30, 2002, there were approximately 2,500 holders of Brandmakers common stock. The Company has never declared or paid any cash dividends on its common stock and does not anticipate payment of any dividends for the foreseeable future. The Company is not subject to any restrictions that limit its ability to pay dividends other than the unavailability of funds and a statutory restriction in the Utah Revised Corporation Business Act which prohibits distributions to shareholders if, after giving effect to such distribution:

1. The company would not be able to pay its debts as they become due in the usual course of business; or
2. The Company's total assets would be less than the sum of its total liabilities.

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The following table sets forth the range of high and low bid information as reported by the Bulletin Board Services for the Brandmakers common stock for each quarter of the last fiscal year ended June 30, 2002. Over the Counter quotations reflect inter-dealer prices without retail mark-up, markdown or commission and may not represent actual transactions.



|Quarter Ended      | Common Stock
|------------------ | ------------
|                   | High        
|June 30, 2001      | 0.016       
|September 30, 2001 | 0.01        
|December 31, 2001  | 0.02        
|March 31, 2002     | 0.009       
|June 30, 2002      | 0.007       



Item 6.	Management's Discussion And Analysis Or Plan Of Operation

FORWARD-LOOKING STATEMENTS

The following discussion should be read in conjunction with the financial statements and notes thereto and other financial information appearing elsewhere in this Annual Report on Form 10-KSB.

This report on Form 10-KSB contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words believe, anticipates, plans, expects, and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements. These factors include, without limitation, changes in the regulation of the wireless communication and internet industry at either the federal and state levels, competitive pressures in the wireless communication and internet industry and the Company's response thereto, the Company's ability to obtain and retain favorable arrangements with third-party payers, the Company's ability to obtain capital in favorable terms and conditions, and general conditions in this economy.

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Overview

Through the reverse acquisition in November 1999, the Company became a public reporting company. The Company raised funds through private placements of equity securities. These funds were used to invest in all of the Company's divisions. The ZOOM Communications division provided the majority of revenues but was sold to NTN Communications due to rising losses.

Gamosity, the games and vending division, is making progress primarily with pull tab vending machines and skill games. There are also modest sales of cell phone dispensing machines as well as computer disk dispensing machines. Coin Pusher machines are also a possibility for the next fiscal year.

MailStart remains as a free service which may be accessed just once per week to encourage sign ups for WebBox, our premium subscription service. WebBox is advertising free with numerous features including up to five email accounts and 20 megs of storage. The annual fee for the unlimited use of WebBox is $15.

Results of Operations:

Year Ended June 30, 2002 compared to Year Ended June 30, 2001.

Revenues: Note that both revenues and expenses of the ZOOM Communications division are presented as losses from discontinued operations for both periods since that division was sold in April, 2002. The Company had revenues of $998,342 for the year ended June 30, 2002 as compared to $765,219 for the same period in 2001. This represents an increase of over 30.4%. The primary reason for the increase is renewal income for WebBox as well as increased sales for games and vending. MailStart-WebBox revenues increased from $403,894 in 2001 to $560,953 in 2002 while deferred revenue increased from $267,108 in 2001 to $296,162 in 2002. Deferred revenue is carried as a current liability on the balance sheet and represents WebBox income spread out over a twelve month period. Revenues for games and vending increased from 284,474 in 2001 to $437,389 in 2002.

Cost of Sales: The Company's cost of sales decreased from $313,402 for the year ended June 30, 2001 to $305,513 for the same period in 2002. This was a decrease of just over 2.5%. The gross profit in 2001 was $451,807 which is 59% while the gross profit in 2002 was $692,829 which is just over 69%. The majority of the increase in gross profits can be attributed to the increased WebBox revenues with a relatively low cost of sales.

Operating Expenses: Operating expenses for the year ended June 30, 2002 were $744,462 as compared to $984,474 for the same period in 2001. The Company experienced a loss from operations of $51,633 in 2002 including $186,332 for amortization and depreciation as compared to a loss from operations of $532,667 in 2001 including $178,149 for amortization and depreciation. Salaries and wages decreased from $415,804 in 2001 to $296,959 in 2002. Other operating expenses decreased from $285,380 in 2001 to $201,584 in 2002.

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Other Income and Expense: For the fiscal year ended June 30, 2002 interest expense was $45,612 with interest income of $2,039 compared to interest expense of $107,733 and interest income of $14,784 in 2001. There was a loss on disposal of assets of $37,267 in 2002 period.

Discontinued Operations: The Company experienced a loss for the year ended June 30, 2002 of $297,870 from the operations of ZOOM Communications and a gain on the sale of ZOOM of $39,856. For the period ended 2001, there was a loss of $685,666 from the operations of K.W. Leisure and a loss $24,809 on the disposal of K.W. Leisure. There was also a loss for the 2001 period of $265,820 from the operations of ZOOM Communications.

Overall, the loss for the year ended June 30, 2002 was $390,487 as compared to a loss for the same period in 2001 of $1,601,911.

Liquidity and Capital Resources

Cash Flows from Operating Activities: The Company's net cash flow from operating activities was $157,288 in 2002 compared to $56,471 in 2001. In 2001 there were losses of $486,729 for impairment of goodwill, $24,809 for discontinued operations of K.W. Leisure and $51,525 for stock option expenses. Receivables decreased by $438,610 in 2001 compared to a decrease of $127,737 in 2002. Inventories decreased by $68,489 in 2001 versus a decrease of $139,722 in 2002. Accounts payable increased by $195,662 in 2001 compared to a decrease of $54,756 in the same period of 2002. Deferred revenues increased by $267,108 in 2001 due to WebBox subscription income being spread out over one year and increased another $29,054 in 2002. Other current liabilities decreased by $186,932 in 2001 and increased by $35,202 in 2002. Brandmakers has has had significant losses through the year ended June 30, 2002 and has negative working capital of $1,393,325. WebBox cash flow has been helpful, particularly during the months of February, March and April 2002 for past due debts and to overcome losses and expenses in the divesture of the ZOOM Communications division. Currently, games and vending sales have been increasing which is necessary to achieve an operating profit. It is recognized that the Company needs to raise additional capital.

Cash Flows from Investing Activities: Capital expenditures totaled $18,887 in 2001 and by $49,749 in 2002 plus an additional $1,855 used for purchase of certificates of deposit in 2002. In 2001, a certificate of deposit in the amount of $320,884 matured and was paid to a leasing company for MailStart-WebBox equipment.

Cash Flow from Financing Activities: The cash used in financing activities was totaled $151,377 for the year ended June 30, 2002 compared to $389,138 for the same period in 2001. There were payments on a line of credit of $54,500 in 2002 versus borrowings of $142,013 on the line of credit in 2001. Principal payments on notes payable were $17,888 in 2002 and $7,200 in 2001. Principal payments under capital lease obligations were $77,652 in 2002 compared to payments of $523,951 in 2001. Cash as of June 30, 2002 was $6,224 compared with $51,917 on June 30, 2001. Additional financing will be necessary for Brandmakers to expand activities as well as to meet obligations.

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FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS' REPORT



BRANDMAKERS, INC. AND SUBSIDIARY



June 30, 2002 and 2001



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CONTENTS







|INDEPENDENT AUDITORS' REPORT      | 3                                                         
|--------------------------------- | ----------------------------------------------------------
|                                  |                                                           
|CONSOLIDATED FINANCIAL STATEMENTS |                                                           
|                                  |                                                           
|                                  | CONSOLIDATED BALANCE SHEETS                               
|                                  |                                                           
|                                  | CONSOLIDATED STATEMENTS OF OPERATIONS                     
|                                  |                                                           
|                                  | CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|                                  |                                                           
|                                  | CONSOLIDATED STATEMENTS OF CASH FLOWS                     
|                                  |                                                           
|                                  | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                





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[Letterhead of Bearden & Smith, P.C.]



INDEPENDENT AUDITORS' REPORT



Board of Directors and Stockholders

Brandmakers, Inc.

We have audited the accompanying consolidated balance sheets of Brandmakers, Inc. and Subsidiary (the Company) as of June 30, 2002 and 2001, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Brandmakers, Inc. and Subsidiary as of June 30, 2002 and 2001 and the results of their operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements as of June 30, 2002 have been prepared assuming that the Company will continue as a going concern. As discussed in note I to the consolidated financial statements, the Company has suffered significant losses through the year ended June 30, 2002 and has negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in note I. The consolidated balance sheet at June 30, 2002 does not include any adjustments that might result from the outcome of this uncertainty.

/S/BEARDEN & SMITH, P.C.

Atlanta, Georgia

August 23, 2002

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Brandmakers, Inc. and Subsidiary

CONSOLIDATED BALANCE SHEETS

June 30, 2002 and 2001



|                                     |                                                                 |                                      | 2002        |           | 2001  
|------------------------------------ | --------------------------------------------------------------- | ------------------------------------ | ----------- | --------- | ------
|ASSETS                               |                                                                 |                                      |             |           |       
|CURRENT ASSETS                       |                                                                 |                                      |             |           |       
|                                     | Cash                                                            | $                                    | 6,224       |           | $     
|                                     | Receivables - trade                                             |                                      | 24,493      |           |       
|                                     |                                                                 | Less allowance for doubtful accounts |             | 20,000    |       
|                                     |                                                                 |                                      |             | 4,493     |       
|                                     |                                                                 |                                      |             |           |       
|                                     | Inventories                                                     |                                      | 19,233      |           |       
|                                     | Other current assets                                            |                                      | 808         |           |       
|                                     |                                                                 | Total current assets                 |             | 30,758    |       
|                                     |                                                                 |                                      |             |           |       
|                                     | PROPERTY AND EQUIPMENT - net                                    |                                      | 540,760     |           |       
|                                     |                                                                 |                                      |             |           |       
|                                     | OTHER ASSETS                                                    |                                      |             |           |       
|                                     |                                                                 | Certificates of deposit - pledged    |             | 38,951    |       
|                                     |                                                                 | Investment                           |             | 20,000    |       
|                                     |                                                                 | Deposits                             |             | 15,269    |       
|                                     |                                                                 |                                      |             | 74,220    |       
|                                     |                                                                 |                                      |             |           |       
|                                     |                                                                 |                                      | $           | 645,738   |       
|                                     |                                                                 |                                      |             |           |       
|                                     |                                                                 |                                      |             |           |       
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                 |                                      |             |           |       
|CURRENT LIABILITIES                  |                                                                 |                                      |             |           |       
|                                     | Line of credit                                                  | $                                    | 0           |           | $     
|                                     | Notes payable                                                   |                                      | 825,512     |           |       
|                                     | Accounts payable                                                |                                      | 116,728     |           |       
|                                     | Deferred revenue                                                |                                      | 296,162     |           |       
|                                     | Other current liabilities                                       |                                      | 71,239      |           |       
|                                     | Current portion of long-term debt                               |                                      | 2,153       |           |       
|                                     | Current portion of capital leases                               |                                      | 112,289     |           |       
|                                     |                                                                 | Total current liabilities            |             | 1,424,083 |       
|                                     |                                                                 |                                      |             |           |       
|LONG-TERM DEBT, less current portion |                                                                 | 11,758                               |             |           | 0     
|                                     |                                                                 |                                      |             |           |       
|CAPITAL LEASES, less current portion |                                                                 | 0                                    |             |           | 31,026
|                                     |                                                                 |                                      |             |           |       
|COMMITMENTS AND CONTINGENCIES        |                                                                 | 0                                    |             |           | 0     
|                                     |                                                                 |                                      |             |           |       
|STOCKHOLDERS' EQUITY (DEFICIT)       |                                                                 |                                      |             |           |       
|                                     | Common stock - authorized 200,000,000 shares of $.001 par value |                                      | 127,568     |           |       
|                                     | Additional paid-in capital                                      |                                      | 2,995,672   |           |       
|                                     | Retained earnings (deficit)                                     |                                      | (3,913,343) |           |       
|                                     |                                                                 |                                      | (790,103)   |           |       
|                                     |                                                                 |                                      |             |           |       
|                                     |                                                                 | $                                    | 645,738     |           | $     

The accompanying notes are an integral part of these statements.

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Brandmakers, Inc. and Subsidiary



CONSOLIDATED STATEMENTS OF OPERATIONS



Years ended June 30, 2002 and 2001



|                                     |                                            |                                            |                                 | 2002  |           | 2001       
|------------------------------------ | ------------------------------------------ | ------------------------------------------ | ------------------------------- | ----- | --------- | -----------
|                                     |                                            |                                            |                                 |       |           |            
|Revenues                             | $                                          | 998,342                                    |                                 | $     | 765,219  
|                                     |                                            |                                            |                                 |       |           |            
|Cost of sales                        |                                            | 305,513                                    |                                 |       | 313,412  
|                                     |                                            |                                            |                                 |       |           |            
|                                     |                                            |                                            | Gross profit                    |       | 692,829   |            
|                                     |                                            |                                            |                                 |       |           |            
|Operating expenses                   |                                            |                                            |                                 |       |          
|                                     | Salaries and wages                         |                                            | 296,959                         |       |           | 415,804    
|                                     | Rent                                       |                                            | 58,045                          |       |           | 101,908    
|                                     | Advertising                                |                                            | 1,542                           |       |           | 3,233      
|                                     | Depreciation and amortization              |                                            | 186,332                         |       |           | 178,149    
|                                     | Other operating expenses                   |                                            | 201,584                         |       |           | 285,380    
|                                     |                                            |                                            |                                 |       | 744,462   |            
|                                     |                                            |                                            |                                 |       |           |            
|                                     |                                            |                                            | Operating loss                  |       | (51,633)  |            
|                                     |                                            |                                            |                                 |       |           |            
|Other income (expense)               |                                            |                                            |                                 |       |          
|                                     | Interest expense                           |                                            | (45,612)                        |       |           | (107,733)  
|                                     | Interest income                            |                                            | 2,039                           |       |           | 14,784     
|                                     | Loss on disposal of assets                 |                                            | (37,267)                        |       |           | 0          
|                                     |                                            |                                            |                                 |       | (80,840)  |            
|                                     |                                            |                                            |                                 |       |           |            
|                                     |                                            |                                            | Loss from continuing operations |       | (132,473) |            
|                                     |                                            |                                            |                                 |       |           |            
|Discontinued operations              |                                            |                                            |                                 |       |          
|                                     | Loss from operations of K.W. Leisure, Ltd. |                                            | 0                               |       |           | (685,666)  
|                                     | Loss on disposal of K.W. Leisure, Ltd.     |                                            | 0                               |       |           | (24,809)   
|                                     | Loss from operations of Zoom               |                                            | (297,870)                       |       |           | (265,820)  
|                                     | Gain on sale of Zoom                       |                                            | 39,856                          |       |           | 0          
|                                     |                                            |                                            |                                 |       | (258,014) |            
|                                     |                                            |                                            |                                 |       |           |            
|                                     |                                            |                                            | NET LOSS                        | $     | (390,487) |            
|                                     |                                            |                                            |                                 |       |           |            
|Earnings per share                   |                                            |                                            |                                 |       |          
|                                     | Basic and diluted                          |                                            |                                 |       |           |            
|                                     |                                            | Income (loss) from continuing operations   | $                               | (.00) |           | $          
|                                     |                                            | Income (loss) from discontinued operations |                                 | (.00) |           |            
|                                     |                                            |                                            |                                 |       |           |            
|                                     |                                            |                                            | NET LOSS                        | $     | (.00)     |            
|                                     |                                            |                                            |                                 |       |           |            
|                                     |                                            |                                            |                                 |       |           |            
|Average number of shares outstanding |                                            |                                            |                                 |       |          
|                                     | Basic                                      |                                            | 123,544,945                     |       |           | 121,973,837
|                                     | Diluted                                    |                                            | 123,544,945                     |       |           | 123,178,055

The accompanying notes are an integral part of these statements.

- F 5 -

- 15 -



---

Brandmakers, Inc. and Subsidiary



CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



Years ended June 30, 2002 and 2001



|                                      |              |          | Additional | Retained     |            
|------------------------------------- | ------------ | -------- | ---------- | ------------ | -----------
|                                      | Common Stock | Paid-In  | Earnings   |             
|                                      | Shares       | Amount   | Capital    | (Deficit)    | Total      
|                                      |              |          |            |              |            
|Balance at June 30, 2000              | 121,140,504  | $121,141 | $3,255,961 | $(1,920,945) | $ 1,456,157
|                                      |              |          |            |              |            
|Stock issued in lieu of debt payments | 2,000,000    | 2,000    | 67,400     |              | 69,400     
|                                      |              |          |            |              |            
|Stock options forfeited               |              |          | (343,689)  |              | (343,689)  
|                                      |              |          |            |              |            
|Net loss for the year                 | 0            | 0        | 0          | (1,601,911)  | (1,601,911)
|                                      |              |          |            |              |            
|Balance at June 30, 2001              | 123,140,504  | 123,141  | 2,979,672  | (3,522,856)  | (420,043)  
|                                      |              |          |            |              |            
|Stock issued for consulting services  | 4,426,643    | 4,427    | 16,000     |              | 20,427     
|                                      |              |          |            |              |            
|Net loss for the year                 | 0            | 0        | 0          | (390,487)    | (390,487)  
|                                      |              |          |            |              |            
|Balance at June 30, 2002              | 127,567,147  | $127,568 | $2,995,672 | $(3,913,343) | $(790,103) 

The accompanying notes are an integral part of these statements.

- F 6 -

- 16 -



---

Brandmakers, Inc. and Subsidiary



CONSOLIDATED STATEMENTS OF CASH FLOWS



Years ended June 30, 2002 and 2001



|                                                                               |                                                                      |                           |                                                     |            | 2002         | 2001
|------------------------------------------------------------------------------ | -------------------------------------------------------------------- | ------------------------- | --------------------------------------------------- | ---------- | ------------ | ----
|                                                                               |                                                                      |                           |                                                     |            |              |     
|Net loss                                                                       |                                                                      |                           |                                                     | ($390,487) | ($1,601,911)
|                                                                               |                                                                      |                           |                                                     |            |              |     
|Adjustments to reconcile net loss to net cash provided by operating activities
|                                                                               | Depreciation and amortization                                        |                           | 224,049                                             | 220,567   
|                                                                               | Loss on disposal of fixed assets                                     |                           | 37,267                                              | 0         
|                                                                               | Gain on sale of Zoom                                                 |                           | -39,856                                             | 0         
|                                                                               | Loss on impairment of goodwill                                       |                           | 0                                                   | 486,729   
|                                                                               | Loss on disposal of discontinued K.W. Leisure, Ltd.                  | 0                         | 24,809                                             
|                                                                               | Stock option expense                                                 |                           | 0                                                   | 51,525    
|                                                                               | Stock issued for consulting services                                 |                           | 20,427                                              | 0         
|                                                                               | Interest on discounted notes payable                                 |                           | 0                                                   | 31,664    
|                                                                               | (Increase) decrease in assets and increase (decrease) in liabilities
|                                                                               |                                                                      | Receivables - trade       |                                                     | 127,737    | 438,610     
|                                                                               |                                                                      | Other receivables         |                                                     | 0          | 50,000      
|                                                                               |                                                                      | Inventories               |                                                     | 139,122    | 68,489      
|                                                                               |                                                                      | Other current assets      |                                                     | -808       | 514         
|                                                                               |                                                                      | Deposits                  |                                                     | 30,337     | 9,637       
|                                                                               |                                                                      | Accounts payable          |                                                     | -54,756    | 195,662     
|                                                                               |                                                                      | Deferred revenue          |                                                     | 29,054     | 267,108     
|                                                                               |                                                                      | Other current liabilities |                                                     | 35,202     | -186,932    
|                                                                               |                                                                      |                           | Total adjustments                                   | 547,775    | 1,658,382   
|                                                                               |                                                                      |                           |                                                     |            |              |     
|                                                                               |                                                                      |                           | Net cash provided by operating activities           | 157,288    | 56,471      
|                                                                               |                                                                      |                           |                                                     |            |              |     
|Cash flows from investing activities                                           |                                                                      |                           |                                                    
|                                                                               | Capital expenditures                                                 |                           | -49,749                                             | -18,887   
|                                                                               | Purchase of certificates of deposit                                  |                           | -1,855                                              | 0         
|                                                                               | Maturity of certificates of deposit                                  |                           | 0                                                   | 320,884   
|                                                                               |                                                                      |                           |                                                     |            |              |     
|                                                                               |                                                                      |                           | Net cash provided by (used in) investing activities | -51,604    | 301,997     
|                                                                               |                                                                      |                           |                                                     |            |              |     
|Cash flows from financing activities                                           |                                                                      |                           |                                                    
|                                                                               | Net borrowings (payments) on line of credit                          | -54,500                   | 142,013                                            
|                                                                               | Principal payments on notes payable                                  |                           | -17,888                                             | -7,200    
|                                                                               | Principal payments on long-term debt                                 |                           | -1,337                                              | 0         
|                                                                               | Principal payments under capital lease obligations                   | -77,652                   | -523,951                                           
|                                                                               |                                                                      |                           |                                                     |            |              |     
|                                                                               |                                                                      |                           | Net cash used in financing activities               | -151,377   | -389,138    
|                                                                               |                                                                      |                           |                                                     |            |              |     
|Net decrease in cash and cash equivalents                                      |                                                                      | -45,693                   | -30,670                                            
|                                                                               |                                                                      |                           |                                                     |            |              |     
|Cash and cash equivalents at beginning of year                                 |                                                                      | 51,917                    | 82,587                                             
|                                                                               |                                                                      |                           |                                                     |            |              |     
|Cash and cash equivalents at end of year                                       |                                                                      | $6,224                    | $51,917                                            

The accompanying notes are an integral part of these statements.

- F 7 -

- 17 -



---

Brandmakers, Inc. and Subsidiary



CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



Years ended June 30, 2002 and 2001



|Supplemental schedule of noncash investing and financing activities and certain cash flow information:
|------------------------------------------------------------------------------------------------------
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      

The accompanying notes are an integral part of these statements.

- F 8 -

- 18 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



June 30, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Brandmakers, Inc. (the Company) is a Utah corporation consisting of two technology-based divisions with a focus on games and vending and Internet application development. Gamosity, the games and vending division, focuses on computerized games and vending machine manufacturing and distribution; MailStart engages in Internet application development and offers gateway e-mail service as well as its WebBox application. The Company grants normal trade credit to its customers who are located principally in the United States.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

A summary of the significant accounting policies of the Company applied in the preparation of the accompanying consolidated financial statements follows.

1.		Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Brandmakers, Inc. and its wholly-owned subsidiary, K.W. Leisure Ltd. All significant intercompany accounts have been eliminated.

2.		Business Combinations

Asset Acquisitions

During February 2000, the Company acquired certain assets of Multi-Page Communications, LLC, in foreclosure, from certain individuals. The assets included inventories and fixed assets. The assets were acquired for approximately $600,000 to be paid in cash or Company stock (at the Company's option), ten months from the date of acquisition. The purchase price has been discounted to approximately $550,000 using an interest rate of 8%.

During March 2000, the Company acquired certain assets from K.W. Machines, Ltd., a British concern, for approximately 400,000£ sterling, with 200,000£ sterling being paid at closing, and the remaining 200,000£ sterling being due in September 2000. The assets consisted of inventories and fixed assets.

These acquisitions have been treated as asset acquisitions with the purchase price being allocated to the fair market values of the related assets, with any excess allocated to goodwill as follows:



|             | Multi-Page Communications | K.W. Machines, Ltd.
|------------ | ------------------------- | -------------------
|Inventories  | $160,000                  | $104,000           
|Fixed assets | 106,000                   | 48,000             
|Goodwill     | 284,000                   | 488,000            
|             | $550,000                  | $640,000           

- F 9 -

- 19 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

2.		Business Combinations - continued

Subsequent to the acquisition of the Multi-Page Communications assets, it was determined that the inventories did not have any significant ongoing value. Due to continued losses by this division subsequent to the acquisition, the Company determined that there had been an impairment loss related to this acquisition. As a result, the Company recognized an impairment loss of approximately $494,000, related primarily to the original inventory and goodwill amounts during the year ended June 30, 2000. The Company is currently in default on the remaining payments due on this obligation and is making alternative payments (note B).

In December 2000, the Company ceased all operations of K.W. Leisure, Ltd. Due to the lack of performance, the Company determined that there had been an impairment loss related to this acquisition. As a result, the Company closed this segment of their operations (note J) and recognized an impairment loss on goodwill of approximately $487,000. The Company is currently in default on the final installment debt payment of $320,000 that was due in September 2000.

3.		Revenue Recognition

The Company recognizes revenue on products sold at the time of shipment due to no right of return by the customer. Revenue for services provided are recognized when the actual services have been performed.

Fees received for services yet to be provided are recorded as deferred revenue and recognized as income upon the services being provided over the related contractual period.

4.		Foreign Currency Translation

Assets and liabilities of the Company's United Kingdom operations are translated from Pounds Sterling into U.S. dollars at the rate of currency exchange at the end of the period. Revenues and expenses are translated at average monthly exchange rates prevailing during the year. Resulting translation differences, if material, are recognized as a component of stockholders' equity and comprehensive income. The resulting translation differences for the years ended June 30, 2002 and 2001 were not significant.

- F 10 -

- 20 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

5.		Accounts Receivable

During the year ended June 30, 2001, the Company had an accounts receivable agreement, whereby a financial institution advanced the Company up to $1,000,000 on its qualified receivables. These receivables were sold with recourse. This agreement, along with qualifying accounts receivable, and outstanding advances were transferred to NTN Communications as part of the sale of the Zoom division. The details of this sale are disclosed in note J. Accounts receivable under this agreement as of June 30, 2001 consisted of the following:



|Trade accounts receivable | $ 302,910
|------------------------- | ---------
|Advanced from factor      | (142,013)
|                          |          
|                          |          

The Company provides for doubtful accounts equal to the estimated collection losses that will be incurred in the collection of all receivables. The estimated losses are based upon historical collection experience coupled with a review of the current status of all existing receivables.

6.		Inventories

Inventories are stated at the lower of cost or market with cost being determined by the first-in, first-out (FIFO) method. The components of inventories at June 30, 2002 and 2001 are as follows:



|               | 2002    | 2001     
|-------------- | ------- | ---------
|               |         |          
|Raw materials  | $16,585 | $  17,122
|Finished goods | 2,648   | 189,280  
|               |         |          
|               | $19,233 | $206,402 

7.		Property and Equipment

Property and equipment is stated at cost. Depreciation and amortization are provided in amounts sufficient to relate the cost of depreciable assets to operations over their estimated useful lives by straight-line and accelerated methods. The equipment under capital leases is being amortized over the term of the leases. Depreciation and amortization expense, including amounts allocated to Zoom, totaled $224,049 and $220,567, respectively, for the years ended June 30, 2002 and 2001.

- F 11 -

- 21 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

7.		Property and Equipment - continued

The components of property and equipment as of June 30, 2002 and 2001 are as follows:



|Class of Asset                                 | Estimated Useful Life (years) | 2002       | 2001      
|---------------------------------------------- | ----------------------------- | ---------- | ----------
|Equipment                                      | 3 - 7                         | $1,070,224 | $1,133,741
|Furniture and fixtures                         | 7                             | 13,329     | 58,729    
|Leasehold improvements                         | 39                            | 15,378     | 34,874    
|                                               |                               | 1,098,931  | 1,227,344 
|Less accumulated depreciation and amortization |                               | 558,171    | 382,051   
|                                               |                               |            |           
|                                               |                               | $540,760   | $845,293  

8.		Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards Number 109 (SFAS 109), Accounting for Income Taxes, which requires the liability method for computing deferred income taxes.

The Company files its corporate tax returns separately from its wholly-owned United Kingdom subsidiary. The net operating loss carryforward for income tax purposes is approximately $3,952,000 and $3,543,000 at June 30, 2002 and 2001, respectively. The net operating loss carryforward may be utilized in offsetting taxable income generated and expires in periods through 2022.

SFAS 109 requires recognition of deferred tax liabilities and assets for the expected future consequences of events that have been included in the financial statements or tax returns. The components of the net deferred tax accounts as of June 30, 2002 and 2001 are as follows.



|                                                    |                          | 2002         | 2001       
|--------------------------------------------------- | ------------------------ | ------------ | -----------
|Compensation - related accounts                     | $    151,000             | $    131,000
|Impairment loss and loss on discontinued operations | 358,000                  | 388,000     
|Other accruals and receivables                      | 10,000                   | 10,000      
|Net operating loss carryforward                     | 1,580,000                | 1,417,000   
|                                                    |                          |              |            
|                                                    | Deferred tax asset - net | 2,099,000    | 1,946,000  
|                                                    |                          |              |            
|                                                    | Valuation allowance      | (2,099,000)  | (1,946,000)
|                                                    |                          |              |            
|                                                    |                          | $ 0          | $ 0        

- F 12 -

- 22 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

9.		Fair Value of Financial Instruments

Statement of Financial Accounting Standards Number 107 (SFAS 107), Disclosures About Fair Value of Financial Instruments, requires disclosure of the fair value of certain items, including receivables, payables, and debt. The Company believes that the amounts disclosed for such amounts within the balance sheets do not differ significantly from fair value as defined in SFAS 107.

10.	Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, are principally accounts receivable. Concentration of credit risk with respect to accounts receivable is limited due to the number of customers comprising the Company's customer base and the segments in which its customers operate. To reduce risk, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that its trade accounts receivable credit risk exposure is limited.

11.	Impairment of Long-Lived Assets

The Company reviews long-lived assets and certain identifiable intangibles to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. The Company periodically reviews projected undiscounted cash flows of the underlying long-lived asset to determine if the assets are impaired. If there is an indication of impairment, the Company records a valuation allowance against the applicable long-lived assets.

During the year ended June 30, 2001, the Company determined that impairment losses had occurred related to its investments in certain K.W. Leisure, Ltd. and Multi-Page assets, as described in note A-2, and losses of approximately $487,000 were recognized.

12.	Interest

Interest costs are charged to operations as incurred.

13.	Research and Development

The company incurs research and development costs on an ongoing basis due to its commitment to continued product enhancement and to develop innovative new products that meet the needs of its customers. Research and development costs, including amounts allocated to Zoom, expensed during the years ended June 30, 2002 and 2001 were $39,873 and $88,795, respectively.

14.	Advertising Costs

Advertising costs are charged to operations as incurred. Advertising costs, including amounts allocated to Zoom, totaled $20,600 and $38,390, respectively, for the years ended June 30, 2002 and 2001.

- F 13 -

- 23 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

15.	Earnings Per Share

Basic earnings per share are computed based upon net earnings (loss) and the weighted average number of shares outstanding. Diluted earnings (loss) per share reflect the assumed issuance of common shares under the Company's stock option plan. The computation of diluted earnings per share does not assume exercise of securities that would have an antidilutive effect on earnings per share. Earnings per share from the gain on the sale of Zoom and the loss on disposal of the discontinued operations of K.W. Leisure, Ltd. are not material to present, and thus are excluded from financial statement presentation.

16.	Other Comprehensive Income

The Company has adopted SFAS No. 130, which establishes standards for reporting and display of comprehensive income and its components. Other comprehensive income was insignificant for the years ended June 30, 2002 and 2001.

17.	Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

18.	Reclassifications

Certain reclassifications have been made to the financial statements for the year ended June 30, 2001 to be consistent with the classifications used for the year ended June 30, 2002.

NOTE B - NOTES PAYABLE

Notes payable consist of the following as of June 30, 2002:



|Note payable to certain individuals related to the purchase of the Multi-Page assets. The Company is in default on the remaining payment terms for this note. The Company issued 2,000,000 shares on February 1, 2001 with a market value of $69,400 in lieu of certain debt payments. Effective February 2002, the obligation was renegotiated to $100,000 with a $5,000 downpayment. The remaining $95,000 is to be amortized over five years with twelve monthly payments of $1,972 including interest at a rate of 9% with a final balloon payment of $81,200 due February 2003. If the Company defaults on the payments, the original obligation of $518,000 will be due, less any payments made. Due to the present financial condition of the Company, this contingent gain will be recognized upon satisfaction of the recognized obligation. | $505,512
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |         
|Note payable to a British concern in conjunction with the purchase of the K.W. Leisure, Ltd. assets. The Company was obligated to pay the seller 200,000£ sterling on September 1, 2000. The Company is in default on payment of this note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 320,000 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | $825,512

- F 14 -

- 24 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE C - LONG-TERM DEBT

Long-term debt at June 30, 2002 consists of the following:



|Note payable to a bank in monthly installments of $271 including interest at a rate of 8.5% maturing October 2007 and secured by equipment. | $13,911
|------------------------------------------------------------------------------------------------------------------------------------------- | -------
|                                                                                                                                            |        
|Less current maturities                                                                                                                     | 2,153  
|                                                                                                                                            |        
|                                                                                                                                            | $11,758

Maturities of long-term indebtedness subsequent to June 30, 2002 are as follows:



|Year ending June 30, |         
|-------------------- | --------
|2003                 | $  2,153
|2004                 | 2,343   
|2005                 | 2,551   
|2006                 | 2,776   
|2007                 | 3,021   
|Thereafter           | 1,067   
|                     |         
|                     | $13,911 

- F 15 -

- 25 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE D - COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases its operating facilities under noncancelable operating lease agreements expiring at varying dates through November 2008. The Company also leases a certain operating facility under a cancelable lease agreement. Rent expense, including amounts allocated to Zoom, totaled $120,318 and $181,570, respectively, for the years ended June 30, 2002 and 2001.

The Company also leases certain equipment which has been capitalized in accordance with Statement of Financial Accounting Standards Number 13 (SFAS 13) at June 30 as follows:



|                               | 2002     | 2001    
|------------------------------ | -------- | --------
|                               |          |         
|Equipment under capital leases | $900,065 | $900,065
|Less accumulated amortization  | 436,357  | 264,472 
|                               |          |         
|                               | $463,708 | $635,593



The following is a schedule of future minimum rental payments under the noncancelable operating lease agreements and the future minimum lease payments under the capital lease agreements together with the present value of the net minimum lease payments as of June 30, 2002:



|Year ending June 30,                    | Capital Leases                     | Operating Leases
|--------------------------------------- | ---------------------------------- | ----------------
|2003                                    | $143,923                           | $111,633        
|2004                                    |                                    | 114,433         
|2005                                    |                                    | 107,815         
|2006                                    |                                    | 101,255         
|2007                                    |                                    | 104,277         
|Thereafter                              |                                    | 152,764         
|                                        |                                    |                 
|Total minimum payments                  | 143,923                            | $692,177        
|                                        |                                    |                 
|                                        | Less amounts representing interest | 31,634          
|                                        |                                    |                 
|Present value of minimum lease payments | 112,289                            |                 
|                                        |                                    |                 
|                                        | Less current portion               | 112,289         
|                                        |                                    |                 
|                                        |                                    | $ 0             

Certain of the capital leases have been personally guaranteed by certain directors, officers and stockholders of the Company. Additionally, the Company has secured certain capital leases with a certificate of deposit in the approximate amount of $39,000.

- F 16 -

- 26 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE D - COMMITMENTS AND CONTINGENCIES - CONTINUED

Employment Agreement

The Company has an employment agreement with one of the Company's officers which expires in February 2003. The agreement requires payment of certain minimum compensation levels to the officer. The future minimum compensation payments under this agreement total $100,000 for the year ended June 30, 2003 (note K).

Other

The Company has entered into an agreement with an investor relations firm in order to seek additional capital. Total consulting expense incurred during the year ended June 30, 2002 totaled approximately $18,000. The Company has agreed to make future payments totaling $22,500 through September 2002.

The Company from time to time has cash deposits which fluctuate in excess of the insured limitation of the Federal Deposit Insurance Corporation. If the financial institution was not to honor their contractual liability, the Company could incur losses. Management is of the opinion that there is no risk due to the financial strength of this institution.

From time to time, the Company may have asserted and unasserted claims arising in the normal course of business. The Company does not expect losses, if any, arising from these asserted and unasserted claims to have a material effect on the financial statements.

NOTE E - EMPLOYEE BENEFIT PLAN

The Company has a 401(k) Profit-Sharing Plan (the Plan) covering substantially all employees. The Plan is funded through discretionary employee contributions and allows the Company to make additional contributions at the discretion of the Board of Directors. There were no discretionary contributions for the years ended June 30, 2002 and 2001. Annual contributions are limited to the amount deductible under the applicable federal income tax provisions.

- F 17 -

- 27 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE F - STOCK COMPENSATION PLANS

During the year ended June 30, 2000, the Company adopted a stock-based compensation plan under which certain employees receive stock options. The vesting periods range from immediate vesting to vesting over a 3 to 4-year period. The Company has adopted the disclosure requirements of SFAS No. 123, "Accounting for Stock-based Compensation," and as permitted under APB No. 25 and related interpretation in accounting for its plan. Compensation expense recorded under APB No. 25 was approximately $0 and $51,000 for the years ended June 30, 2002 and 2001, respectively. If the Company had elected to adopt the optional recognition provisions of SFAS No. 123 for its stock option plan, net loss and loss per share would have been changed to the pro forma amounts indicated below for the year ended June 30, 2002 and 2001, respectively:



|                                   | 2002       | 2001        
|---------------------------------- | ---------- | ------------
|                                   |            |             
|Net Loss                           |            |             
|As reported                        | $(390,487) | $(1,601,911)
|Pro forma                          | $(390,487) | $(1,601,911)
|                                   |            |             
|Loss Per Share - Basic and Diluted |            |             
|As reported                        | $(.00)     | $(.01)      
|Pro forma                          | $(.00)     | $(.01)      

The fair value of the stock options used to compute pro forma net loss and loss per share disclosures is the estimated fair value at grant date using the Black-Scholes option-pricing model with the following assumptions:



|Weighted Average Assumptions         | 2002    | 2001   
|------------------------------------ | ------- | -------
|Dividend yield                       | 0%      | 0%     
|Expected volatility of Company stock | 100%    | 100%   
|Risk-free interest rate              | 6%      | 6%     
|Expected holding period (in years)   | 2 years | 2 years

- F 18 -

- 28 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE F - STOCK COMPENSATION PLANS - CONTINUED

Presented below is a summary of the status of the Company stock options and related transactions for the years ended June 30, 2002 and 2001.



|                                     |             | Weighted      
|------------------------------------ | ----------- | --------------
|                                     |             | Average       
|                                     | Shares      | Exercise Price
|                                     |             |               
|Options outstanding at June 30, 2000 | 3,908,383   | $ .110        
|Options granted                      |             |               
|Options exercised                    |             |               
|Options forfeited                    | (1,541,657) | (.017)        
|                                     |             |               
|Options outstanding at June 30, 2001 | 2,366,726   | .093          
|Options granted                      |             |               
|Options exercised                    |             |               
|Options forfeited                    |             |               
|                                     |             |               
|Options outstanding at June 30, 2002 | 2,366,726   | $.093         

The following table summarized the status of stock options outstanding and exercisable at June 30, 2002 and 2001:

As of June 30, 2002 and 2001



|                        | Stock Options Outstanding | Stock Options Exercisable                         
|----------------------- | ------------------------- | --------------------------------------------------
|Range ofExercise Prices | Shares                    | Weighted Average Remaining ContractualLife (Years)
|$.01 to $.25            | 2,366,726                 | No Expiration                                     

- F 19 -

- 29 -



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Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE G - COMPANY STOCK

During the year ended June 30, 2002, the Company issued 4,426,643 shares of stock in lieu of payment for consulting services, which has been recorded at the fair market value of the Company's stock at the time of issuance.

During the year ended June 30, 2001, the Company issued 2,000,000 shares of stock in lieu of debt payments at an average share price of $.035 per share. This issuance caused a reduction in debt obligations of approximately $69,400.

During the year ended June 30, 2000, the Company raised approximately $2,515,000 through the sale of 16,000,000 shares of its common stock in private offerings. In conjunction with these offerings the Company issued warrants for 6,000,000 shares of company stock at prices ranging from $.50 to $.75 per share. The warrants are callable in three years at prices ranging from $1.00 to $1.25.

Also, during the year ended June 30, 2000, the Company issued 50,000 warrants for its common stock to a supplier at $.75, which expire in five years.

NOTE H - OPERATING SEGMENTS

The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", beginning with the year ended June 30, 2000. This standard requires disclosure of segment information on the same basis used internally for evaluating segment performance and for deciding how to allocate resources to segments.

In previous years, the Company had four reportable operating segments: Games and vending focuses on computerized games and vending machine manufacturing and distribution. Internet application development engages in internet application development and offers gateway e-mail service as well as its WebBox application. Wireless communications which manufactured, serviced, and distributed wireless on-site and wide-area paging systems was disposed of during March 2002 (note J). New Media which was engaged in the creation of graphic design projects ceased operations during the year ended June 30, 2001.

The two remaining reportable operating segments are strategic market units that offer distinct products and services. These segments have been determined based upon the customers and markets served by the Company. Each segment is managed separately due to the different required technologies and marketing strategies. Intersegment transactions that occur are based on current market prices and intersegment profit, if any, has been eliminated in consolidation.

Performance measurement and resource allocation for the reportable segments are based on various factors, including earnings (loss) before taxes.

- F 20 -

- 30 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE H - OPERATING SEGMENTS - CONTINUED

The Company has allocated the cost of shared services based upon usage and factors that are activity based in nature. The accounting policies for the separate reportable segments are the same as those described for the Company.

Reportable Segments



|                                   | Games & Vending | InternetApplication | WirelessCommunication* | NewMedia** | Corporate | Totals      
|---------------------------------- | --------------- | ------------------- | ---------------------- | ---------- | --------- | ------------
|Year ended June 30, 2002           |                 |                     |                        |            |           |             
|                                   |                 |                     |                        |            |           |             
|Revenues                           | $ 437,389       | $ 560,953           | $1,428,307             | $ 0        | $ 0       | $ 2,426,649 
|Gross profit                       | 223,768         | 469,063             | 488,505                | 0          | 0         | 1,181,336   
|Depreciation & amortization        | 2,576           | 171,306             | 19,832                 | 0          | 0         | 193,714     
|Operating & other expenses         | 306,817         | 344,605             | 766,543                | 0          | 0         | 1,417,965   
|Operating loss                     | (85,625)        | (46,848)            | (297,870)              | 0          | 0         | (430,343)   
|Reclass to discontinued operations | 0               | 0                   | 297,870                | 0          | 0         | 297,870     
|Loss from continuing operations    | (85,625)        | (46,848)            | 0                      | 0          | 0         | (132,473)   
|Loss from discontinued operations  | 0               | 0                   | (297,870)              | 0          | 0         | (297,870)   
|Gain on disposal of segment        | 0               | 0                   | 39,856                 | 0          | 0         | 39,856      
|Net losses                         | $(85,625)       | $(46,848)           | $(258,014)             | $ 0        | $ 0       | $(390,487)  
|Assets                             | $24,629         | $512,641            | $ 0                    | $ 0        | $108,468  | $645,738    
|Capital expenditures               | $ 0             | $3,702              | $ 0                    | $ 0        | $46,047   | $49,749     
|                                   |                 |                     |                        |            |           |             
|Year ended June 30, 2001           |                 |                     |                        |            |           |             
|                                   |                 |                     |                        |            |           |             
|Revenues                           | $ 284,474       | $ 403,894           | $3,268,857             | $ 39,707   | $ 0       | $ 3,996,932 
|Gross profit                       | 99,490          | 294,555             | 1,138,386              | 27,860     | 0         | 1,560,291   
|Depreciation & amortization        | 30              | 173,130             | 21,284                 | 280        | 0         | 194,724     
|Operating & other expenses         | 347,337         | 443,793             | 1,382,922              | 82,951     | 0         | 2,257,003   
|Operating loss                     | (247,877)       | (322,368)           | (265,820)              | (55,371)   | 0         | (891,436)   
|Reclass to discontinued operations | 0               | 0                   | 265,820                | 0          | 0         | 265,820     
|Loss from continuing operations    | (247,877)       | (322,368)           | 0                      | (55,371)   | 0         | (625,616)   
|Loss from discontinued operations  | (685,666)       | 0                   | (265,820)              | 0          | 0         | (951,486)   
|Loss on disposal of a segment      | (24,809)        | 0                   | 0                      | 0          | 0         | (24,809)    
|Net losses                         | $(958,352)      | $(322,368)          | $(265,820)             | $(55,371)  | $ 0       | $(1,601,911)
|Assets                             | $80,875         | $696,553            | $542,171               | $1,001     | $143,624  | $1,464,224  
|Capital expenditures               | $0              | $1,974              | $0                     | $0         | $16,913   | $18,887     

*The Wireless Communication Systems was disposed of during March 2002.

**The New Media segment ceased operations during the year ended June 30, 2001.

- F 21 -

- 31 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE H - OPERATING SEGMENTS - CONTINUED

Concentrations

The Company does not have any individual customers which represent greater than 10% of total sales. The Company does have four vendors that account for 43% of its products purchased. The Company believes that a loss of these sources for materials could have a material and adverse impact on operating results.

NOTE I - COMPANY OPERATIONS

The Company experienced a net loss of approximately $390,000 and $1,602,000 for the years ended June 30, 2002 and 2001, respectively, and has a working capital deficit of approximately $1,393,000 and $1,317,000 at June 30, 2002 and 2001, respectively. The consolidated balance sheet at June 30, 2002 does not include any adjustments related to the recoverability and classification of recorded assets, or the amount and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The Company is in the process of seeking additional capital and/or renegotiating financing, while working to bring the Company's operations to a point of profitability and positive cash flows through increased sales and management of operating expenses. 	The Company believes that the increased sales and profitability will provide the Company with the liquidity that it will require.

NOTE J - DISCONTINUED OPERATIONS

In March 2002, the Company sold its Zoom division which provided wireless communication to NTN Communications (NTN) for 20,202 shares of NTN's stock. The stock is presented at its market value of $20,000. Accordingly, all operations of this division have been reported separately as a loss from discontinued operations in the accompanying consolidated financial statements. Additionally, all operations of Zoom during the year ended June 30, 2001 were reclassified as a loss from discontinued operations for financial statement presentation.

The following represents all components of discontinued operations of Zoom for the years ended June 30, 2002 and 2001.



|                                | 2002       | 2001       
|------------------------------- | ---------- | -----------
|                                |            |            
|Revenues                        | $1,428,307 | $ 3,268,857
|Cost of sales                   | (939,802)  | (2,130,471)
|Operating expenses              | (768,001)  | (1,323,813)
|Interest expenses               | (18,374)   | (80,393)   
|                                |            |            
|Loss on discontinued operations | $(297,870) | $(265,820) 

- F 22 -

- 32 -



---

Brandmakers, Inc. and Subsidiary



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



June 30, 2002 and 2001

NOTE J - DISCONTINUED OPERATIONS - CONTINUED

In December 2000, the Company ceased all operations at K.W. Leisure, Ltd. All remaining assets and liabilities were written off at June 30, 2001 as a loss on disposal of K.W. Leisure, Ltd. Accordingly, the operations of this segment have also been reported separately as a loss on discontinued operations in the accompanying financial statements.

The following represents all components of discontinued operations of K.W. Leisure, Ltd. for the year ended June 30, 2001.



|Revenues                                   | $   40,102
|------------------------------------------ | ----------
|Cost of sales                              | (35,267)  
|Operating expenses                         | (203,772) 
|Loss on impairment of goodwill             | (486,729) 
|                                           |           
|Loss from operations of K.W. Leisure, Ltd. | $(685,666)

The following assets and liabilities were disposed of related to the loss on discontinued operations for the years ended June 30, 2002 and 2001.



|                                           |            | K.W.         
|------------------------------------------ | ---------- | -------------
|                                           | Zoom       | Leisure, Ltd.
|                                           |            |              
|Accounts receivable                        | $(145,681) | $  (62,087)  
|Inventory                                  | (48,047)   | (173,180)    
|Equipment, net of accumulated depreciation | (92,966)   | (41,353)     
|Other current assets                       |            | (18,325)     
|Line of credit                             | 72,265     |              
|Accounts payable                           | 234,285    | 242,591      
|Accrued liabilities                        | 0          | 27,545       
|                                           | 19,856     | (24,809)     
|Investment received                        | 20,000     | 0            
|                                           |            |              
|Gain (loss) on disposal of segment.        | $39,856    | $(24,809)    

NOTE K - SUBSEQUENT EVENTS

Effective September 2002, the Company issued 4,000,000 stock options each to three officers at an option price of $.01 per share. These three officers have agreed to forgive all deferred salaries effective September 30, 2002 and all guaranteed compensation under the existing employee agreement for the year ended June 30, 2002 (note D).

- F 23 -

- 33 -



---

Item 8.	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure

No change

Item 9.		Directors, Executive Officers, Promoters And Control Persons; Compliance With Section 16(A) Of The Exchange Act

The Company's directors and executive officers are as follows:

GEOFF WILLIAMS, AGE 57, DIRECTOR AND CHIEF EXECUTIVE OFFICER

Mr. Williams has been Chief Executive Officer of Brandmakers since its founding in 1992. Mr. Williams has been operating his own company since 1983, when he started G.W. Leisure, Ltd. At the time of this last acquisition, Mr. Williams was Chief Executive Officer of Greyhound UK. Mr. Williams next formed Imperial Resources Inc. to allow his company to expand in the overseas market. In 1990, he developed Clown A Round and Beat the Pro leisure games for Star Manufacturing, USA. Mr. Williams moved to Atlanta, Georgia from England in September 1991, while still employed by Star Manufacturing as head of new products. Mr. Williams has been a Fellow of the Import & Export Trade since 1987.

JOY WILLIAMS, AGE 45, DIRECTOR AND SECRETARY

Ms. Williams has been with Brandmakers since its inception. She served as accountant for seven years with Brandmakers. Prior to becoming associated with Brandmakers, Ms. Williams was assistant to the Chief Financial Officer of a theatrical agent for three years, a partner in charge of all bookkeeping and payroll for an Italian Restaurant and a partner in several pubs in England with duties that included staff management and administration. She is the spouse of Geoff Williams.

- 34-



---

ROBERT PALMQUIST, AGE 70, DIRECTOR

Mr. Palmquist is a graduate of the University of Nebraska with a degree in Business Administration and graduate work in economics and finance. Mr. Palmquist has been with Brandmakers since 1995. Prior to his service with Brandmakers, he served as Executive Director of a charitable organization, president of Personal Investment Company (a real estate investment firm), President of Professional Management Enterprises, and Vice President of the national securities firm Hayden Stone, Inc.

All directors serve until the next annual meeting of shareholders, and until their successors are duly elected and qualified. None of the current directors of the Company serves as a director of any other reporting company. Directors are not currently compensated other than as employees.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file certain reports regarding ownership of and transactions in the Company's equity securities with the Securities and Exchange Commission. Such officers, directors and ten- percent shareholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms that they file.

Based solely upon its review of copies of such forms or no filings required letters received by it, the Company believes that during the fiscal year ended June 30, 2002, all reports were filed on a timely basis.

- 35 -



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Item 10.	Executive Compensation





|Name and Principal Position | Fiscal Year | Salary   | Bonus | Other Annual 
Compen-
sation | Restricted 
Stock 
Awards | Securities 
Underlying 
Options/
SARs | LTIP 
Payouts | All Other 
Compens-
ation
|--------------------------- | ----------- | -------- | ----- | ---------------------------- | ------------------------- | ------------------------------------- | ------------- | -------------------------
|                            |             |          |       |                              |                           |                                       |               |                          
|CEO                         | 2002        | $ 62,437 | -     | -                            | -                         | -                                     | -             | -                        
|Geoff                       | 2001        | $100,300 | -     | -                            | -                         | -                                     | -             | -                        
|Williams                    | 2000        | $ 92,765 | -     | -                            | -                         | -                                     | -             | -                        
|                            |             |          |       |                              |                           |                                       |               |                          
|Director                    | 2002        | $ 46,850 | -     | -                            | -                         | -                                     | -             | -                        
|Joy                         | 2001        | $ 40,067 | -     | -                            | -                         | -                                     | -             | -                        
|Williams                    | 2000        | $ 27,925 | -     | -                            | -                         | -                                     | -             | -                        
|                            |             |          |       |                              |                           |                                       |               |                          
|Director                    | 2002        | $ 43,438 | -     | -                            | -                         | -                                     | -             | -                        
|Robert                      | 2001        | $ 22,706 | -     | -                            | -                         | -                                     | -             | -                        
|Palmquist                   | 2000        | $ 44,351 | -     | -                            | -                         | -                                     | -             | -                        
|                            |             |          |       |                              |                           |                                       |               |                          
|Former                      |             |          |       |                              |                           |                                       |               |                          
|President                   | 2002        | $ 41,552 | -     | -                            | -                         | -                                     | -             | -                        
|Russ Ford                   | 2001        | $ 30,281 | -     | -                            | -                         | -                                     | -             | -                        
|                            | 2000        | $      0 | -     | -                            | -                         | -                                     | -             | -                        
|                            |             |          |       |                              |                           |                                       |               |                          
|Former                      |             |          |       |                              |                           |                                       |               |                          
|COO                         | 2002        | $ 41,552 | -     | -                            | -                         | -                                     | -             | -                        
|Sal Veni                    | 2001        | $ 30,281 | -     | -                            | -                         | -                                     | -             | -                        
|                            | 2000        | $      0 | -     | -                            | -                         | -                                     | -             | -                        
|                            |             |          |       |                              |                           |                                       |               |                          
|Former                      |             |          |       |                              |                           |                                       |               |                          
|President                   | 2002        | $      0 | -     | -                            | -                         | -                                     | -             | -                        
|Hank                        | 2001        | $ 30,925 | -     | -                            | -                         | -                                     | -             | -                        
|Cleare                      | 2000        | $ 65,528 | -     | -                            | -                         | -                                     | -             | -                        
|                            |             |          |       |                              |                           |                                       |               |                          
|Former CFO                  | 2002        | $      0 | -     | -                            | -                         | -                                     | -             | -                        
|Chuck                       | 2001        | $ 25,083 | -     | -                            | -                         | -                                     | -             | -                        
|Massey                      | 2000        | $ 28,666 | -     | -                            | -                         | -                                     | -             | -                        

Item 11.	Security Ownership Of Certain Beneficial Owners And Management

The table below sets forth as of the Record Date (i) the name and address of each person known by management to own beneficially more than five percent (5%) of the Company's outstanding Common Stock, the number of shares beneficially owned by each such shareholder and the percentage of outstanding shares owned and (ii) the number and percentage of outstanding shares of Common Stock beneficially owned by each of the Company's directors and each of the five highest paid executive officers of the Company, individually (excluding executive officers whose annual compensation is less than $100,000) and by all directors and executive officers of the Company as a group. Unless otherwise noted, the persons named below have sole voting and investment power with respect to such shares.

- 36 -



---



|Beneficial Owners                                       | Number of Shares | Percent 
Beneficially Owned
|------------------------------------------------------- | ---------------- | ---------------------------
|                                                        |                  |                            
|Geoff Williams (Director and Officer)                   | 25,410,454       | 19.95%                     
|4931 Bill Cheek Road                                    |                  |                            
|Auburn, GA  30011                                       |                  |                            
|                                                        |                  |                            
|Joy Williams (Director)                                 | 25,410,454       | 19.95%                     
|4931 Bill Cheek Road                                    |                  |                            
|Auburn, GA  30011                                       |                  |                            
|                                                        |                  |                            
|Robert Palmquist (Director)                             | 20,380,317       | 16%                        
|P.O. Box 278118                                         |                  |                            
|Sacramento, CA  95827                                   |                  |                            
|                                                        |                  |                            
|All Executive Officers and Directors as a group - Total | 71,201,225       | 55.9%                      

Item 12.	Certain Relationships And Related Transactions

To the knowledge of management, the Company was not involved in any transaction and is not currently involved in any proposed transaction, in which the Company or any of its subsidiaries was or is to be a party, in which any of its directors, officers, nominees for election as directors, security holders or immediate family member of any of the parties mentioned above, have a direct or indirect material interest, other than transactions involving employment.

Section 16(a) Beneficial Ownership Reporting Compliance

- 37 -



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Item 13.	Exhibits And Reports On Form 8-K









- 38 -



---

SIGNATURE

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BRANDMAKERS, INC



|/s/ Geoff Williams | Chief Executive Officer | September 26, 2002
|------------------ | ----------------------- | ------------------
|Geoff Williams     | and Director            |                   

In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.



|SIGNATURE          | TITLE                       | DATE              
|------------------ | --------------------------- | ------------------
|                   |                             |                   
|/s/ Geoff Williams | Chief Executive Officer     | September 26, 2002
|Geoff Williams     | and Director                |                   
|                   |                             |                   
|/s/ Joy Williams   | Principal Financial Officer | September 26, 2002
|Joy Williams       | and Director                |