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

                                  FORM 10-KSB
                                    Amended


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2001

[ ]     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                                                 37-109974
          --------                                               ---------
  (State of Incorporation)                                   (I.R.S. Employer
                                                            Identification No.)

                1325C Capital Circle, Lawrenceville, GA      30043
                -----------------------------------------------------
                (Address of principal executive office)    (Zip Code)

                   Issuer's telephone number: (770) 338-1958

     Securities registered pursuant to Section 12(b) of the Exchange Act:
                                              Name of Each Exchange
          Title of Each Class                  On Which Registered
          -------------------                  -------------------
                 None                                  None

     Securities registered 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 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
                               Yes [X]  No [ ]

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 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 $4,000,000.

123,135,787 shares of the issuer's Common Stock were outstanding as of
October 15,2001.

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

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<PAGE>
                              BRANDMAKERS, INC.
                     For Fiscal Year Ended June 30, 2000
<TABLE>
                              TABLE OF CONTENTS
                                 Form 10-KSB
<CAPTION>
                                   PART I

Item                                                                      Page
<S>                                                                       <C>
  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 . . . . . 7-9
  7.   Financial Statements  . . . . . . . . . . . . . . . . . . . . . . .  10
  8.   Changes in and Disagreements with Accountants on Accounting
       and Financial Disclosure  . . . . . . . . . . . . . . . . . . . . .  30

                                   PART III

  9.   Directors, Executive Officers, Promoters and Control Persons;
       Compliance with Section 16(a) of the Exchange Act . . . . . . . . .  30
 10.   Executive Compensation  . . . . . . . . . . . . . . . . . . . . . .  31
 11.   Security Ownership of Certain Beneficial Owners and Management  . .  32
 12.   Certain Relationships and Related Transactions  . . . . . . . . . .  33
 13.   Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . .  33
       Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
</TABLE>

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<PAGE>
                                   PART I


ITEM 1.  DESCRIPTION OF BUSINESS

OVERVIEW


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

Mason Oil Company, Inc., a fully reporting public company, acquired Brandmakers
on October 22, 1999, and subsequently changed its name to Brandmakers, Inc.
Prior to this reverse acquisition, Brandmakers had expanded its umbrella to add
complementary divisions spurring overall growth. With its first acquisitions in
1998 of Hospitality Innovators, a communications company, and MailStart, an
internet technology development firm, Brandmakers  expanded its presence in the
technology community. Additional expansion included leasing a new facility with
4000 square feet of office space and 7,400 square feet of warehouse space to
house the Brandmakers' Divisions.

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,
formed as a wholly owned subsidiary of Brandmakers. KW Machines was a
manufacturer of coin pusher entertainment equipment. K.W. Machines and
K.W. Leisure are not related parties.

                                    -  3 -
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<PAGE>

RECENT DEVELOPMENTS

The Securities and Exchange Commission entered an order instituting public
proceedings pursuant to section 21C of the Securities Exchange Act of 1934,
making findings and imposing a cease and desist order on September 27, 2001
which was accepted by Brandmakers as of June 25, 2001. The order was threefold,
first the Securities and Exchange Commission determined that the March 15, 2001
news release regarding the Laser Q contained materially false and misleading
information when there was no reasonable basis from which to make the
projections. Second, Brandmakers materially misrepresented the capability
and viability of its Splash Studios division. Third, a press release dated
August 21,2000 by Brandmakers announced a "binding agreement" to sell a
controlling interest to a public company in thirty days when there was only a
letter of intent.

Brandmakers is experiencing financial difficulties and recently reduced
employee salaries across the board by 20%. Management salaries have been
reduced periodically over the past year and most recently by 30% to 50%.
Brandmakers has a history of losses, with an accumulated deficit of $3,522,856
at June 30, 2001 and negative working capital. Because of these matters,
Brandmakers auditors expressed their doubts about our ability to continue as a
going concern.

The three principal shareowners, Geoff Williams, Joy Williams and Bob Palmquist
have agreed to reduce their holdings of the common stock of Brandmakers, Inc.
by a total of 21,066,066 or 7,022,022 each and increase the common stock
holdings of Russ Ford, President, and Sal Veni, Chief Operating Officer to
12,000,000 shares each with no consideration. However, the agreement has a
contingency pending a favorable tax opinion.

As of August, 2000, Brandmakers, Inc. announced that it's principal
shareholders had reached an agreement to sell controlling interest of the
company through a stock exchange with World Sales & Merchandising Inc. for
shares in a private joint venture known as Bee-Trade.com, Inc. The principal
shareowners called off this transaction on January 5, 2001.

Chuck Massey, the Company's Chief Financial Officer, resigned effective
October 13, 2000. Hank Cleare, the Company's Chief Operating Officer,
resigned effective November 15, 2000. Both officers left to pursue other
business interests.

COMPANY DIVISIONS

MAILSTART - INTERNET APPLICATIONS
The Internet Development division of Brandmakers, provides universal web based
email solutions. MailStart (www.mailstart.com) is an email access gateway,
which allows consumers to access their POP3 email boxes via the Web. MailStart
continues to provide email access services to On Command Corporation,
a provider of in room interactive entertainment, internet services,
business information and guest services for the lodging industry.
WebBox (www.webbox.com), an information consolidation management product,
was added to MailStart's services in October 1999. WebBox offers complete email
consolidation for five email accounts, online file storage, calendar and
schedule functions, contact management, and Web bookmark and page monitoring
features. MailStart was a free service with over one million users but we were
unable to come close to profitability with advertising revenues so we elected
to commence a subscription service on WebBox January 15, 2001 with all of the
initial credit cards charged on February 1, 2001. At that time, we restricted
the free usage of MailStart to once per week to encourage WebBox sign ups at $6
annually. On July 1, 2001 we increased the annual fee to $10.

ZOOM COMMUNICATIONS
Zoom, the communications division of Brandmakers, focuses on innovative
products for the hospitality industry. For almost ten years Zoom has sold guest
and server paging systems to customers such as Outback Steakhouse, Applebees,
Ruby Tuesday, Pizzeria Uno, Logans Roadhouse and O'Charleys. As the company
has grown, we have moved into other markets, selling communications systems
to Hospitals, Churches, Dental Offices, Auto Dealerships and Day Spas.

Zoom manufactures a complete line of onsite paging systems including NexCall,
our new guest paging coaster system. NexCall was released at the National
Restaurant Show in Chicago, May 2001 and is the most advanced guest paging
system on the market today. Server paging, Guest paging and Manager paging
products are all manufactured for Zoom and sold via direct sales as well as
through an extensive network of dealers and resellers around the world. Zoom
paging systems are used in every state in the U.S. as well as Canada, Mexico
and more than twenty other countries, making Zoom a truly global company.
Waiter Call, the latest product to be released will come sometime during Q4 of
the calendar year 2001.

This year the division also produced Zoom E-Gift. Together with Datamark
Technology, we brought to market a hospitality specific Gift Card and Loyalty
Program. This program replaces existing paper gift certificates which are
difficult to manage. Customers J Crew, Brooks Brothers, Ruths' Chris and Caf,
Enterprises all look to Zoom and Datamark to provide the best gift card and
loyalty programs.

Zoom has also moved into the managed data area with the introduction of
Zoom E-Comment. Our company is the exclusive marketer of this Touch-Screen
Electronic Comment Card manufactured by Superb Serv Technologies. E-Comment
takes the place of old paper comment cards and secret shopper services giving
restaurants real time data. The program can be set up with Zoom managing the
data or restaurants may choose to manage the information at their location.

                                    -  4 -
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<PAGE>

GAMOSITY - GAMES & VENDING
The Gamosity division produces and manufactures vending machines and
computerized games. Some of their products include:

Virtual Reality Golf is a computerized golf game with a 34 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 0f Brandmakers income but sales have
declined considerably since that time.

Skill Machines: Brandmakers designs and imports amusement with prize (AWP)
machines to its plant in Lawrenceville Georgia. Bill acceptors, printers, or
ticket dispensers are installed to comply with U.S. laws and standards. Testing
of this equipment is being conducted.

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.
There were nineteen of these machines sold in the fiscal year ended June 30th
and placed primarily in college and university computer labs.

Cellular Phone Vendor: This new product allows dispensing of prepaid cellular
phones and forty-seven machines were sold primarily in the third and fourth
quarters of the fiscal year. These machines have eight columns, two for cell
phones, one for pagers and five for prepaid phone cards. Cell Phone Vendors are
providing the most sales for the division presently and it is anticipated that
this will continue throughout the fiscal year.

Laser Q: A pool cue with a laser built into the upper portion of the shaft and
an impact switch built into the lower portion of the shaft allowing the laser
to be turned on and off by tapping the butt of the cue to the floor. We have a
patent on the cue and it serves as an excellent training device for the
billiard industry. This project was put on hold until sufficient funds are
available for the product, a training video, a marketing video and related
marketing materials.

Internet Kiosks: There were sales of twelve kiosks during the third quarter
of the fiscal year, which 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.

Splash Studios - New Media
Brandmakers elected to discontinue this division during the year because it
was unprofitable although we had talented personnel.

                                    -  5 -
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<PAGE>

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. Wide area pagers are manufactured and distributed by numerous
companies and due to the lack of profitability, ZOOM Communications is phasing
out of that market. Furthermore, one-way paging is slowly being replaced by
two-way paging and cellular service. On-site paging is a growing market.
JTECH, Inc. and Long Range Systems both sell competitive on-site paging
products.

Gamosity has numerous competitors in both the games and vending markets. The
cell phone vending machines have just one column for pagers and pager
competition will have little effect on this market. Our vending machines can
dispense any type of pager but the primary market is for cell phones.

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, bookmarks and folders for organizing
all content.

DEPENDENCE ON SUPPLIERS; MANUFACTURING RISKS
We rely primarily on outside suppliers and subcontractors for substantially
all of our parts, components, and manufacturing supplies. ZOOM Communications
relies on a pager and coaster manufacturer in Korea for most of their product
and a loss of this supplier would have an adverse impact on operating results.
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 20 employees and subcontractors in all divisions.
The staff has been reduced in all divisions to control expenditures more in
line with sales and the lack of profits. None of our employees is a member of
a labor union or subject to a collective bargaining agreement.

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.

                                    -  6 -
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<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

The company does not own any real property. For its principal offices,
Brandmakers leases 11,400 square feet of office and warehouse space at
1325 Capital Circle, Suites B and C, Lawrenceville, Georgia 30043. This is
currently a month-to-month lease. For the Mailstart division, the Company
leases offices located at 9261 Folsom Boulevard, Suite 400, Sacramento, CA
95826. This lease expires in December 2004. Brandmakers formerly leased office
space at 3440 Oakcliff Road, Suite 106, Atlanta, GA 30340. This lease was for
Splash Media and has now been subleased.


ITEM 3.  LEGAL PROCEEDINGS

The lawsuits reported in the 10 QSB for the period ended 12/31/00 with Jtech
and K.W. Machines, Ltd. are still pending. The Jtech lawsuit concerns
competition with the ZOOM Communications division. The lawsuit with
K.W. Machines, Ltd. pertains to the missed final payment by Brandmakers as of
September 2000.

The lawsuit reported in the 10 QSB for the period ended 3/31/01 with Kenan
Global Enterprises, LLC was settled satisfactorily in the fourth quarter of the
fiscal year which cost Brandmakers $11,000.


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 31, 2002, there were approximately
2,500 holders of record of the Company's Common Stock. The Company has not
declared or paid any cash dividends on its Common Stock during the last three
fiscal years, and does not anticipate the declaration or payment of dividends
in 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 found in the Utah Revised Business Corporation Act,
which prohibits the payment of distributions to shareholders if, after giving
effect to such distribution:

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

The following table sets forth the range of high and low bid information, as
reported by the bulletin board services, for the Company's Common Stock for
each quarter of the last fiscal year. 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             Low
            ------------------          ------          ------

            June 30, 2000                0.22            0.17
            September 30, 2000           0.11            0.10
            December 31,2000             0.016           0.011
            March 31, 2001               0.026           0.026
            June 30, 2001                0.016           0.016


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<PAGE>

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.

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. Wide area paging assets were purchased and combined with the
successful on-site paging division, Hospitality Innovators. The new group
was renamed Zoom Communications. Division employment is now eleven employees.
A decision was made during the year to phase out wide area paging and to
concentrate on the more profitable onsite paging systems. Also, new products
have been and are in process of being added as discussed previously.

The games and vending division currently has three employees. New products such
as cell phone vendors are being marketed to replace the former top seller
Virtual Reality Golf. Internet Kiosks and Computer Disk Dispensing machines
hold some promise as well. Coin Pushers can be marketed when timely and
specialty skill games may be marketed early in 2002.

MailStart is still a free service but may be accessed just once per week which
encourages people to sign up for WebBox. WebBox is a premium service and we
continue to add new features such as PDA Synchronization which is in process
and upgrading the Administration Section will follow. Plans call for further
upgrades which may lead to a two tiered pricing system. Currently, WebBox is a
real bargain at only $10 per year for unlimited service.

                                    -  8 -
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<PAGE>

Results of Operations

Year Ended June 30, 2001 Compared to Year Ended June 30, 2000

REVENUES. The Company had revenues of $4,034,076 for the year ended
June 30, 2001, as compared to $3,005,701 for the same period in 2000.
This represents an increase of over 34.2%. Primary reasons for this
difference were the expanded product lines within Zoom Communications and
the implementation of a pay per use service for WebBox. Fiscal year 2000
revenues were generated from sales of on site and wide area paging, games,
vending equipment and advertising. Funding for expansion into wide area paging,
K. W. Leisure and losses were funded by private placements. Fiscal year 2001
revenues were generated by on site paging as wide area paging was gradually
being phased out, vending equipment, advertising and the WebBox pay per use
program.

In summary, Zoom Communications accounted for 80% of total revenue, Games and
vending contributed 7% and the Internet Division 10% with minor amounts in
Corporate and New Media. WebBox contributed an additional $267,000 toward cash
flow which is being spread out over twelve months for accounting purposes.

COST OF SALES. The Company's cost of sales increased from $1,903,206 for the
year ended June 2000 to $2,443,883 for the same period in 2001. This is an
increase of 28%. In 2001, the gross profit margin was 39.7% versus 36.7% in
2000. The increase can be attributed to the gradual phaseout of wide area
paging.

OPERATING EXPENSES. Operating expenses for the 12 months ended June 30, 2001
were $2,307,787 as compared to $2,455,095 for the same period in 2000.

The Company experienced a $717,594 loss from operations in 2001 versus a loss
of $1,352,600 in 2000. The total loss for the fiscal year ended June 30, 2001
was $1,601,911 which included a loss of $710,475 for the discontinued
operations of K.W. Machines, Ltd. Salaries and wages decreased to $1,131,252 in
2001 from $1,508,215 in 2000. With additional equipment, depreciation and
amortization increased to $220,567 in 2001 from $113,109 in the prior year.
Other operating expenses increased in 2001 to $749,638 from $522,690 in 2000.

OTHER INCOME AND EXPENSE. Interest expense increased due to capital equipment
purchases for MailStart. The company experienced a $494,302 loss on impairment
of goodwill from the acquisition of Multi-Page Communications assets in 2000.
In 2001 there was a loss of $710,475 from the discontinued operations of
K. W. Leisure, Ltd. These losses have been detrimental to the financial
condition of Brandmakers and current liabilities of $843,400 under notes
payable reflect the amounts still owed for the Multi-Page and K.W. Leisure
transactions. In December 2000, all operations were ceased at K.W. Leisure
and the remaining assets and liabilities were written off in the period ending
June 30, 2001. The company has a serious liquidity problem which has partially
been addressed by deferred salary deductions.

Liquidity and Capital Resources

CASH USED IN OPERATING ACTIVITIES - The Company's net cash flow from operating
activities was $56,471 in 2001 and a deficit of $1,584,144 in 2000. The deficit
in 2000 was primarily due to a ramp-up in sales and the resulting need to
support this increasing level of business with a higher investment in
inventories, coupled with increasing accounts receivable and additional
marketing expenses. In 2001, receivables decreased by $438,610 and deferred
revenue increased by $267,108 which was created by WebBox pay per use income
being spread out over one year. Brandmakers cannot continue as a going concern
with losses that have occurred over the past two years. The current three month
period will show improvement, which must be continued. Over the next fiscal
year it will be necessary to restructure debt and discontinue activities that
continue to show losses. Brandmakers has limited sources of liquidity and
therefore must show improvement by a reduction in losses via improved operating
losses with reduced cost of sales and expenses. It is our belief that
operations can be funded until February, 2002 partially with continued WebBox
sign ups during the interim period and recurring income commencing February,
2002. The combined debt including both Multi-Page and K.W. Machines Ltd. is
$843,400 as of June 30, 2001 and must be restructured over time for Brandmakers
to continue as a going concern.

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<PAGE>

CASH USED IN INVESTING ACTIVITIES - Cash used in investing activities declined
to 18,887 for capital expenditures in 2001 and a certificate of deposit in the
amount of $320,884 matured and was paid to a leasing company for MailStart
equipment. Cash used in 2000 was for the purchases of K.W. Leisure, Multi Page,
MailStart equipment and a certificate of deposit for a total of $900,388.

CASH FLOW FROM FINANCING ACTIVITIES - The Company's net cash flow from
financing activities during the year ended June 30, 2001 was a negative
$389,138 versus a positive cash flow of $2,510,801 in the 2000 fiscal year.
The primary difference was the proceeds from private placements amounting to
$2,623,750. In 2001 there were principal payments under capital lease
obligations or $523,951. Net borrowings from a line of credit based upon
accounts receivables was $142,013 in 2001. Currently, the company is
experiencing financial difficulties that necessitate additional financing or
vastly reduced expenditures keeping in mind that the recurring income from
WebBox users will not commence until February 1, 2002. Brandmakers has been and
is currently reducing expenses including officers and directors salaries as
well as an across the board 20% salary decrease for employees. There is no
assurance that anticipated cash flow, reduced expenses and financing will be
sufficient to fund operations and meet the needs to implement the company's
business plan. The cash balance on June 30, 2001 was $51,917 compared to
$82,587 for the 2000 period.

In August, 2000 the company announced a letter of intent from World Sales and
Merchandising Inc. of Toronto, Canada to purchase a majority ownership in
Brandmakers, Inc. and to fund operations. As a result, Bob Palmquist and
Joy Williams resigned from the Board of Directors to be replaced by two WSMI
officers. However, under Utah law, where Brandmakers is incorporated, Board of
Director members must be elected by a vote of all shareowners. Consequently,
the Board of Directors has remained the same. Subsequently, it became quite
apparent that the transfer of controlling interest would not take place but it
was not formally called off until January 5, 2001 and on January 15, 2001
WebBox commenced a pay per use program with multiple features and no
advertising.

                                    - 10 -
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<PAGE>

ITEM 7.  FINANCIAL STATEMENTS


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<PAGE>

                           FINANCIAL STATEMENTS AND
                         INDEPENDENT AUDITORS' REPORT

                       BRANDMAKERS, INC. AND SUBSIDIARY

                            June 30, 2001 and 2000

<TABLE>
                                   CONTENTS

_______________________________________________________________________________
<S>                                                                      <C>

  INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . . . . . .   13

    CONSOLIDATED FINANCIAL STATEMENTS

      CONSOLIDATED BALANCE SHEETS . . . . . . . . . . . . . . . . . . . .  12

      CONSOLIDATED STATEMENTS OF OPERATIONS . . . . . . . . . . . . . .   12-13

      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY  . . . .  14

      CONSOLIDATED STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . .   14-17

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  . . . . . . . . . . .   17-29
_______________________________________________________________________________
</TABLE>

                                    - 12 -
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<PAGE>

                         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, 2001 and 2000, 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 misstatements. 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, 2001 and 2000 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, 2001 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, 2001 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, 2001 does not include any adjustments that might result from the
outcome of this uncertainty.

Bearden & Smith, Auditors
Atlanta, Georgia
August 2, 2001

                                       F2
                                    -  13 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary
<TABLE>
                          CONSOLIDATED BALANCE SHEETS

                             June 30, 2001 and 2000

<CAPTION>
                                                   2001          2000
                                                ----------    ----------
<S>                                             <C>           <C>
                     ASSETS
CURRENT ASSETS
     Cash                                       $   51,917    $   82,587
     Receivables
          Trade                                    302,910       803,607
          Other                                       -           50,000
                                                ----------    ----------
                                                   302,910       853,607
          Less allowance for doubtful accounts      25,000        25,000
                                                ----------    ----------
                                                   277,910       828,607

     Inventories                                   206,402       448,071
     Other current assets                                         18,839
                                                ----------    ----------
               Total current assets                536,229     1,387,104

PROPERTY AND EQUIPMENT - net                       845,293     1,094,301

OTHER ASSETS
     Certificates of deposit - pledged              37,096       357,980
     Deferred stock options                           -          395,214
     Goodwill, net                                    -          480,775
     Deposits                                       45,606        55,243
                                                ----------    ----------
                                                    82,702     1,289,192
                                                ----------    ----------
                                                 1,464,224     3,761,597
                                                ----------    ----------
<FN>
       The accompanying notes are an integral part of these statements.
       Deferred stock options represent options of Hank Cleare.
</TABLE>

                                       F3
                                    -  14 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary
<TABLE>
                          CONSOLIDATED BALANCE SHEETS

                             June 30, 2001 and 2000

<CAPTION>
                                                   2001          2000
                                                ----------    ----------
<S>                                             <C>           <C>
      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Line of credit                             $  142,013    $     -
     Notes payable                                 843,400       888,336
     Accounts payable                              405,768       452,697
     Deferred revenue                              267,108          -
     Other current liabilities                      36,037       250,514
     Current portion of capital leases             158,915       291,531
                                                ----------    ----------
               Total current liabilities         1,853,241     1,883,078

CAPITAL LEASES, less current portion                31,026       422,362

COMMITMENTS AND CONTINGENCIES                         -             -

STOCKHOLDERS' EQUITY
     Common stock - authorized 200,000,000
       shares of $.001 par value                   123,141       121,141
     Additional paid-in capital                  2,979,672     3,255,961
     Retained earnings (deficit)                (3,522,856)   (1,920,945)
                                                ----------    ----------
                                                  (420,043)    1,456,157
                                                ----------    ----------

                                                $1,464,224    $3,761,597
                                                ==========    ==========
<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>

                                       F4
                                    -  15 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary
<TABLE>
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                      Years ended June 30, 2001 and 2000

<CAPTION>
                                                   2001           2000
                                               -----------    -----------
<S>                                            <C>            <C>
Revenues                                       $ 4,034,076    $ 3,005,701
Cost of sales                                    2,443,883      1,903,206
                                               -----------    -----------
     Gross profit                                1,590,193      1,102,495

Operating expenses
     Salaries and wages                          1,131,252      1,508,215
     Rent                                          167,940        129,339
     Advertising                                    38,390        151,742
     Depreciation and amortization                 220,567        113,109
     Other operating expenses                      749,638        552,690
                                               -----------    -----------
                                                 2,307,787      2,455,095
                                                ----------    -----------
               Operating loss                     (717,594)    (1,352,600)

Other income (expense)
     Interest expense                             (188,626)       (62,360)
     Interest income                                14,784          2,038
     Loss on impairment of goodwill                   -          (494,302)
                                               -----------    -----------
                                                  (173,842)      (554,894)
                                               -----------    -----------
Loss from continuing operations                   (891,436)    (1,907,494)
Discontinued operations
  Income (loss) from operations of
    K.W. Leisure, Ltd.                            (685,666)         9,846
  Loss on disposal of K.W.
    Leisure, Ltd.                                  (24,809)          -
                                               -----------    -----------
                                                  (710,475)         9,486
                                               -----------    -----------

               NET LOSS                        $(1,601,911)   $(1,897,648)
                                               ===========    ===========


Earnings per share
     Basic
      Income (loss) from continuing
        operations                             $     (.01)    $     (.02)

      Income (loss) from discontinued
        operations                             $     (.01)    $      .00
                                               -----------    -----------

           NET LOSS                            $     (.01)    $     (.02)
                                               ===========    ===========

     Diluted
      Income (loss) from continuing
       Operations                              $     (.01)    $     (.02)
      Income (loss) from discontinued
       Operations                                    (.01)           .00
                                               -----------    -----------

           NET LOSS                            $     (.01)    $     (.02)
                                               ===========    ===========

Average number of shares outstanding:
     Basic                                     109,607,171    108,773,837
                                               ===========    ===========
     Diluted                                   110,510,747    109,675,635
                                               ===========    ===========
<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>

                                       F5
                                    -  16 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary
<TABLE>
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                      Years ended June 30, 2001 and 2000

<CAPTION>
                                   Common Stock          Additional     Retained
                             -------------------------     Paid-In      Earnings
                                Shares       Amount        Capital      (Deficit)       Total
                             -----------   -----------   -----------   -----------   -----------
<S>                          <C>           <C>           <C>           <C>           <C>
Balance at June 30, 1999             100           100          -           81,094        81,194

Acquisition of assets of
  Mason Oil Company, Inc.    104,490,404       104,391          -         (104,391)         -

Stock issued for cash         16,000,000        16,000     2,607,750          -        2,623,750

Stock issued for services        650,000           650        80,600          -           81,250

Stock options granted               -             -          567,611          -          567,611

Net loss for the year               -             -             -       (1,897,648)   (1,897,648)
                             -----------   -----------   -----------   -----------   -----------

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               -             -             -       (1,601,911)   (1,601,911)
                             -----------   -----------   -----------   -----------   -----------
Balance at June 30, 2001     123,140,504       123,141    $2,979,672   $(3,522,856)   $ (420,043)
                             ===========   ===========   ===========   ===========   ===========
<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>

                                       F6
                                    -  17 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary
<TABLE>
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                      Years ended June 30, 2001 and 2000

<CAPTION>
                                                   2001           2000
                                               -----------    -----------
<S>                                            <C>            <C>
Net loss                                       $(1,601,911)   $(1,897,648)

Adjustments to reconcile net loss to net cash
  Provided by (used in) operating activities
     Depreciation and amortization                 220,567        123,871
     Loss on impairment of goodwill                486,729        494,302
     Loss on disposal of discontinued
       K.W. Leisure, Ltd.                           24,809           -
     Stock option expense                           51,525        172,397
     Interest on discounted notes payable           31,664           -
     Stock issued for services                        -            81,250
     (Increase) decrease in assets and
       increase (decrease) in liabilities
          Receivables                              438,610       (600,870)
          Other receivables                         50,000        (48,732)
          Inventories                               68,489       (270,397)
          Other current assets                         514        (15,316)
          Deposits                                   9,637        (43,777)
          Accounts payable                         195,662        280,828
          Income taxes payable                        -           (26,843)
          Deferred revenue                         267,108           -
          Other current liabilities               (186,932)       166,791
                                               -----------    -----------
               Total adjustments                 1,658,382        313,504
                                               -----------    -----------

               Net cash provided by (used in)
               Operating activities                 56,471     (1,584,144)

Cash flows from investing activities
     Capital expenditures                          (18,887)      (171,985)
     Purchase of certificates of deposit              -          (357,980)
     Maturity of certificates of deposit           320,884           -
     Purchase of K.W. Leisure, Ltd.                   -          (320,000)
     Purchase of Multipage, Inc.                      -           (50,423)
                                               -----------    -----------

               Net cash provided by(used in)
               Investing activities                301,997       (900,388)
                                               -----------    -----------

Cash flows from financing activities
     Proceeds from issuance of common stock           -         2,623,750
     Net borrowings on line of credit              142,013           -
     Principal payments under capital
       lease obligations                          (523,951)      (112,949)
     Principal payments on long-term debt           (7,200)          -
                                               -----------    -----------

               Net cash provided by (used in)
               financing activities               (389,138)     2,510,801
                                               -----------    -----------

Net increase (decrease) in cash and
  cash equivalents                                 (30,670)        26,269

Cash and cash equivalents at beginning of year      82,587         56,318
                                               -----------    -----------

Cash and cash equivalents at end of year       $    51,917    $    82,587
                                               ===========    ===========
<FN>
       The accompanying notes are an integral part of these statements.
</TABLE>

                                       F7
                                    -  18 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary
<TABLE>
               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                      Years ended June 30, 2001 and 2000


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

     The following table summarizes the non-cash investing and financing
activities for the year ended June 30, 2001 and 2000.
<CAPTION>
                                                   2001           2000
                                               -----------    -----------
<S>                                            <C>            <C>
   ACQUISITIONS

      Purchase of Multi-Page assets            $      -           550,000
                                               ===========    ===========

      Purchase of K.W. Machines, Ltd. assets   $      -           640,000
             Less cash paid at closing                -           320,000
                                               -----------    -----------

                                               $      -           320,000
                                               ===========    ===========

   CAPITAL LEASES ENTERED INTO                 $      -           801,727
                                               ===========    ===========

   STOCK OPTIONS GRANTED                       $      -       $   567,611
                                               ===========    ===========

   STOCK OPTIONS FORFEITED                     $   343,689           -
                                               ===========    ============

   STOCK ISSUED FOR SERVICES                   $      -             81,250
                                               ===========    ============

   STOCK ISSUED FOR DEBT PAYMENT               $    69,400    $       -
                                               ===========    ===========

   INTEREST ON DISCOUNTED NOTES PAYABLE        $    31,664    $       -
                                               ===========    ===========

   Supplemental cash flow information:
      Interest paid                            $   156,962    $    43,440
      Income taxes paid                        $      -       $     1,968
</TABLE>

                                       F8
                                    -  19 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            June 30, 2001 and 2000


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Brandmakers, Inc. (the Company) is a Utah corporation consisting of three
technology-based divisions with a focus on games and vending, Internet
application development, and wireless communications. 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; and Zoom Communications manufactures, services, and distributes
wireless on-site and wide-area paging systems. The Company grants normal trade
credit to its customers who are located principally in the United States and
Europe.

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

                           MASON OIL COMPANY, INC.

On October 22, 1999, Mason Oil Company, Inc. (Mason Oil) acquired substantially
all of the assets and operations of Brandmakers, Inc. by issuance of 89,000,000
restricted shares of common stock to Brandmakers, Inc. shareholders.
Simultaneous with the transaction, the old board of directors of Mason Oil
approved the issuance of 4,600,000 shares of the common stock to two officers
pursuant to an Executive Stock Plan (the Plan). Mason Oil issued the stock
under the Plan in compensation for services rendered. To implement this
acquisition of assets, Mason Oil did a spin-off of all assets connected with
its prior business to certain of its former officers and shareholders.
The Company subsequently changed its name to Brandmakers, Inc.

For accounting purposes, the acquisition has been treated as a reverse
acquisition and as a recapitalization of Brandmakers, Inc. The historical
financial statements prior to October 22, 1999 are those of Brandmakers, Inc.
Pro forma information giving effect to the acquisition as if the acquisition
took place on July 1, 1999 has not been presented, as it would show the same
information as already presented due to the accounting treatment indicated.

                                       F9
                                    -  20 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            June 30, 2001 and 2000


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

2. BUSINESS COMBINATIONS - CONTINUED

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 $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 pounds sterling, with
200,000 pounds sterling being paid at closing and the remaining 200,000 pounds
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
                        =========                  =========

Subsequent to the acquisition of the Multi-Page Communications assets, it was
determined that the inventories did not have any significant ongoing value.
The majority of the inventory was made up of crystals, which was determined
to be worthless. 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 based upon the judgment of Brandmakers management.
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 C).

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.
The holder of this debt initiated a lawsuit as mentioned under legal
proceedings.

3. REVENUE RECOGNITION

The Company recognizes revenue on products sold at the time of shipment and
considers purchase orders being fulfilled at that time. Products are warranted
and may be returned under terms specified in warranties. 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
shareholders' equity and comprehensive income. The resulting translation
differences for the year ended June 30, 2001 and 2000 were not significant.

                                      F10
                                    -  21 -
===============================================================================

5. ACCOUNTS RECEIVABLE

The Company has an agreement which provides for the sale of its trade accounts
receivable. These receivables are sold with recourse. The details of this
agreement are disclosed in note B. Accounts receivable as of June 30, 2001 and
2000 consisted of the following:

                                                   2001           2000
                                               -----------    -----------
Trade accounts receivable                      $   302,910    $   803,607
Advanced from factor                              (142,013)          -
                                               -----------    -----------
Non-factored trade accounts receivable         $   160,897    $   803,607
                                               ===========    ===========

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 December 31, 2001 and 2000 are as follows:

                          2001           2000
                      -----------    -----------
Raw materials         $    17,122    $   162,379
Work in progress             -            50,863
Finished goods            189,280        234,829
                      -----------    -----------
                      $   206,402    $   448,071
                      ===========    ===========

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.

The components of property and equipment as of June 30, 2001 and 2000 are as
follows:

                                     Estimated
Class of Asset                  Useful Life (years)      2001         2000
-----------------------------   -------------------   ----------   ----------
Equipment                              3 - 7          $1,133,741   $1,165,219
Furniture and fixtures                   7                58,729       58,729
Leasehold improvements                  39                34,874       34,874
                                                      ----------   ----------
                                                       1,227,344    1,258,822
Less accumulated depreciation
  and amortization                                       382,051      164,521
                                                      ----------   ----------

                                                      $  845,293   $1,094,301
                                                      ==========   ==========

                                      F11
                                    -  22 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            June 30, 2001 and 2000


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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
U.K. subsidiary. The Company has a net operating loss carryforward for income
tax purposes of approximately $2,163,000 and $1,110,000 at June 30, 2001 and
2000, respectively. The net operating loss carryforward may be utilized in
offsetting taxable income generated and expires in 2021.

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, 2001 are as follows.

                                                2001          2000
                                             ----------       -----------
Compensation - related accounts              $  131,000       $   104,000
Impairment loss and loss on discontinued
  Operations                                 $  388,000           198,000
Other accruals and receivables               $   10,000            10,000
Net operating loss carryforward              $  865,000           444,000
                                             ----------       -----------
Deferred tax asset - net                      1,394,000           756,000

Valuation allowance                          (1,394,000)         (756,000)
                                             ----------       -----------

                                             $        0       $         0
                                             ==========       ===========

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.

                                      F12
                                    -  23 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            June 30, 2001 and 2000


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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 years ended June 30, 2001 and 2000, 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 and $494,000, respectively, have been 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
expensed during the years ended June 30, 2001 and 2000 were $88,795 and
$38,752, respectively.

14. ADVERTISING COSTS

Advertising costs are charged to operations as incurred.

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 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, 2001 and 2000.

                                      F13
                                    -  24 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            June 30, 2001 and 2000


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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, 2000 to be consistent with the classifications used for the
year ended June 30, 2001.


NOTE B - CREDIT FACILITY

The Company has an accounts receivable agreement with a financial institution
whereby the financial institution will advance the Company up to $1,000,000 on
its qualified receivables. The credit facility bears interest at the prime rate
plus 1.5%. (The prime rate at June 30, 2001 was 7%.) Additionally, the credit
facility carries a service fee of 1.5% per month for the first 30 days and an
additional 1.5% for the first 30 days and an additional .5% for each 15 days
thereafter. There is a minimum monthly fee of $3,750 during the 12-month term
of the agreement. The agreement is secured by accounts receivable and the
guarantee of certain officers of the Company.


NOTE C - NOTES PAYABLE

Notes payable consist of the following as of June 30, 2001:

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 debt payments.  Additionally, the
Company is making monthly installment payments of $2,500.             $523,400

Note payable to a British concern in conjunction with the
purchase of the K.W. Leisure, Ltd. assets. The Company is
obligated to pay the seller 200,000 Pounds Sterling on
September 1, 2000. The Company was in default on
payment of this note as of September 26, 2000.                         320,000

                                                                      --------

                                                                      $843,400
                                                                      ========


                                      F14
                                    -  25 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            June 30, 2001 and 2000


NOTE D - COMMITMENTS AND CONTINGENCIES

                              LEASE COMMITMENTS

The Company leases its operating facilities under noncancelable operating lease
agreements expiring at varying dates through December 2003. The Company also
leases a certain operating facility under a cancelable lease agreement.

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, 2001 as follows:

                                          2000
                                        --------
Equipment under capital leases          $900,065
Less accumulated amortization            264,472
                                        --------
                                        $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, 2001:

Year ending June 30,                  Capital Leases     Operating Leases
        ----                             --------            --------
        2002                             $198,328            $ 38,544
        2003                               32,380              36,000
        2004                                 -                 18,000
                                         --------            --------
Total minimum payments                   $230,708            $ 92,544
                                         ========            ========

Less amounts representing interest         40,767
                                         --------

Present value of minimum lease payments   189,941

Less current portion                      158,915
                                         --------

                                         $ 31,026
                                         ========

Certain of the capital leases have been personally guaranteed by certain
directors and officers and stockholders of the Company. Additionally, the
Company has secured certain capital leases with a certificate of deposit in the
approximate amount of $37,000.

                                      F15
                                    -  26 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            June 30, 2001 and 2000


                            EMPLOYMENT AGREEMENTS

The Company has employment agreements with certain of the Company's officers
which expire at various dates through February 2003. The agreements require
payment of certain minimum compensation levels to the officers upon
termination. The future minimum compensation payments under these agreements
are as follows: Note: This is an amended report and these agreements were taken
off the books subsequent to the initial filing.

Year ending June30,
-------------------
     2002                    $283,000
     2003                     100,000
                             --------
                             $383,000
                             ========

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, 2001 and 2000. Annual contributions are limited to the amount
deductible under the applicable federal income tax provisions.

                                      F16
                                    -  27 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            June 30, 2001 and 2000


NOTE F - STOCK COMPENSATION PLANS

During the year ended June 30, 2001, 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 SFAS No. 25 and
related interpretation in accounting for its plan. Compensation expense
recorded under APB No. 25 was approximately $51,000 and $172,000 for the years
ended June 30, 2001 and 2000. 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 years ended June 30, 2001 and 2000:

                               2001                  2000
                           -----------           -----------
NET LOSS
     As reported           $(1,601,911)          $(1,897,648)
     Pro forma             $(1,551,929)          $(1,845,537)

LOSS PER SHARE - BASIC
     As reported           $     (.01)           $     (.02)
     Pro forma             $     (.01)           $     (.02)

LOSS PER SHARE - DILUTED
     As reported           $     (.01)           $     (.02)
     Pro forma             $     (.01)           $     (.02)

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                  2001       2000
----------------------------                --------   --------
     Dividend yield                               0%         0%
     Expected volatility of Company stock       100%        50%
     Risk-free interest rate                      6%         6%
     Expected holding period (in years)      2 years    3 years

Presented below is a summary of the status of the Company stock options and
related transactions for the year ended June 30, 2001 and 2000.

                                                        Weighted
                                                         Average
                                          Shares     Exercise Price
                                        ----------     ----------
Options outstanding at June 30, 1999          -        $     -
Options granted                          3,908,383           .110
Options exercised                             -              -
                                        ----------     ----------
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
                                        ==========     ==========


                                      F17
                                    -  28 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            June 30, 2001 and 2000


NOTE F - STOCK COMPENSATION PLANS - CONTINUED

The weighted average fair value of the Company's stock options, calculated
using the Black-Scholes option-pricing model, granted during the year ended
June 30, 2000 was approximately $396,036.
<TABLE>
     The following table summarized the status of stock options outstanding and
exercisable at June 30, 2001 and 2000:
<CAPTION>
As of June 30, 2001

                               Stock Options Outstanding   Stock Options Exercisable
                               -------------------------    -----------------------
                                 Weighted
                                 Average       Weighted                   Weighted
                                Remaining      Average                    Average
   Range of                    Contractual     Exercise                   Exercise
Exercise Prices     Shares     Life (Years)      Price        Shares        Price
---------------   ----------   ------------   ----------    ----------   ----------
<S>               <C>          <C>            <C>           <C>          <C>
                                    No
 $.01 to $.017     1,358,393    Expiration      $0.013       1,358,393     $0.013

                                    No
 $.25 to $.50      1,008,333    Expiration      $0.374          91,666     $0.330
                  ----------                                ----------

                   2,366,726                                 1,450,059
                  ==========                                ==========
</TABLE>
<TABLE>
As of June 30, 2000

                               Stock Options Outstanding   Stock Options Exercisable
                               -------------------------    -----------------------
                                 Weighted
                                 Average       Weighted                   Weighted
                                Remaining      Average                    Average
   Range of                    Contractual     Exercise                   Exercise
Exercise Prices     Shares     Life (Years)      Price        Shares        Price
---------------   ----------   ------------   ----------    ----------   ----------
<S>               <C>          <C>            <C>           <C>          <C>
                                    No
 $.01 to $.017     2,900,050    Expiration      $0.015       1,127,788     $0.013

                                    No
 $.25 to $.50      1,008,333    Expiration      $0.374          91,666     $0.330
                  ----------                                ----------

                   3,908,333                                 1,219,454
                  ==========                                ==========
</TABLE>


NOTE G - COMPANY STOCK

During the year ended June 30, 2001, the Company issued 2,000,000 shares of
stock in lieu of debt obligations of approximately $.035. 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 focused 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 manufactures, services and
distributes wireless on-site and wide-area paging systems. New Media which was
engaged in the creation of graphic design projects ceased operations during the
year ended June 30, 2001.

                                      F18
                                    -  29 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            June 30, 2001 and 2000


NOTE H - OPERATING SEGMENTS - CONTINUED

The three 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.

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.
<TABLE>
Year ended June 30, 2001
<CAPTION>
                         Games &       Internet      Wireless        New                      Consolidated
 Reportable Segments     Vending     Application  Communication     Media*       Corporate      Totals
                        -----------   -----------   -----------   -----------   -----------   -----------
<S>                     <C>           <C>           <C>           <C>           <C>           <C>
Revenues                $   284,474   $   403,894   $ 3,268,857   $    39,707   $    37,144   $ 4,034,076
Depreciation
  & amortization                 30       173,130        21,284           280        25,843       220,567
Net earnings (loss)        (958,641)     (322,778)     (269,140)      (55,411)        4,059    (1,601,911)
Assets                       80,875       696,553       542,171         1,001       143,624     1,464,224
Capital expenditures           -            1,974          -             -           16,913        18,887
</TABLE>
<TABLE>
Year ended June 30, 2000
<CAPTION>
                         Games &       Internet      Wireless        New                      Consolidated
 Reportable Segments     Vending     Application  Communication     Media*       Corporate      Totals
                        -----------   -----------   -----------   -----------   -----------   -----------
<S>                     <C>           <C>           <C>           <C>           <C>           <C>
Revenues                $   336,460   $   161,393   $ 2,344,181   $   148,516   $    15,151   $ 3,005,701
Depreciation
  & amortization                223        82,570         9,748           902        19,666       113,109
Net earnings (loss)        (475,581)     (381,115)     (740,021)     (300,931)         -       (1,897,648)
Assets                      988,451     1,161,966       838,745        36,852       735,583     3,761,597
Capital expenditures
  (including capital
  leases)                    36,046       861,373       144,184         4,660        35,900     1,082,163
  *  The New Media segment ceased operations during the year ended
     June 30, 2001.
</TABLE>

CONCENTRATIONS

The Company does not have any individual customers which represent greater
than 10% of total sales. The Company does have a vendor that accounts for a
substantial portion of its product purchased for the wireless communication
segment. The Company believes that a loss of this source of materials could
have a material and adverse impact on operating results.

                                      F19
                                    -  30 -
===============================================================================
<PAGE>
                       Brandmakers, Inc. and Subsidiary

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                            June 30, 2001 and 2000


NOTE I - COMPANY OPERATIONS

The Company experienced a net loss of approximately $1,602,000 and $1,898,000
for the years ended June 30, 2001 and 2000, respectively, and a has working
capital deficit of approximately $1,317,000 and $505,000 at June 30, 2001 and
2000, respectively. The consolidated balance sheet at June 30, 2001 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 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. Additionally, all operations of
K.W. Leisure, Ltd. during the year ended June, 30,2000 were reclassified as
income from discontinued operations for financial statement presentation.

The following represents all components of discontinued operations for the year
ended June 30, 2001 and 2000.

                                         2001            2000
                                      ---------       ---------
Revenues                              $  40,102       $ 388,926
Cost of sales                           (35,267)       (256,435)
Operating expenses                     (203,772)       (122,645)
Loss on impairment of goodwill         (486,729)           -
                                      ---------       ---------
Income (loss) from operations of
K.W. Leisure, Ltd.                    $(658,666)      $   9,846
                                      ---------       ---------

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

Accounts receivable                          $  (62,087)
Inventory                                    $ (173,180)
Equipment, net of accumulated depreciation   $  (41,353)
Other current assets                         $  (18,325)
Accounts payable                             $  242,591
Accrued liabilies                            $   27,545
                                             ----------
Loss on disposal of K.W. Leisure, Ltd.       $  (24,809)
                                             ----------


NOTE K - SUBSEQUENT EVENTS

The Company renegotiated its credit facility agreement effective August 2001.
The maximum advance available is $400,000 with minimum monthly fees of $2,000.
All other terms of the original agreement remain the same.

                                      F20
                                    -  31 -
===============================================================================
<PAGE>

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 56, 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 marker. 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 44, 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.

ROBERT PALMQUIST, AGE 69, 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.

                                    -  32 -
===============================================================================
<PAGE>

SAL VENI, AGE 40, CHIEF OPERATING OFFICER.

Sal was a co-founder of Hospitality Innovators in 1995, which was acquired by
Brandmakers, Inc. on May 1, 1998. Mr. Veni serves as operations, manager of
Zoom Communications in addition to his duties as C.O.O. of Brandmakers, Inc.
Mr. Veni has a wealth of experience in the hospitality industry, including
Corporate Food and Beverage Director of Ocean Hospitalities, General Manager of
Mr. Laff's Riverfront Restaurant and Steak & Ale Restaurant Corp., Bennigan's
Trainer and Restaurant Manager. Mr. Veni's comprehensive expertise in all
aspects of hotel, food and beverage management has contributed significantly in
increasing sales for on-site paging with Zoom Communications.

RUSS FORD, AGE 37, PRESIDENT

Russ was a co-founder of Hospitality Innovators in 1995, which was acquired by
Brandmakers, Inc. on May 1, 1998. Mr. Ford serves as operations, manager of
Zoom Communications in addition to his duties as President of Brandmakers, Inc.
Mr. Ford brings more than 20 years of hospitality operations and sales
experience to Brandmakers. Over the last 10 years, he has worked with companies
including Jtech, Signologies and Long Range Systems. Starting as an outside
sales representative with Jtech in 1988, he went on to positions as Sales
Director and finally Senior Vice President of Sales for Signologies from 1992
through 1994. Mr. Ford's primary focus is managing the relationships with major
chains such as Outback Steakhouse, O'Charley's, Applebee's, TGI Friday's, and
Logan's Roadhouse. His experience in both hospitality operations and sales has
contributed to the continued growth in both sales and profit for the Zoom
division.

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.

                                    -  33 -
===============================================================================
<PAGE>

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, 2001, all reports were filed on a timely basis.
<TABLE>
Item 10. Executive Compensation

     Set forth below is a Summary Compensation Table, showing the various
elements of compensation earned during the last completed fiscal year and
during the previous two years for directors and the company president. No other
executive officer received compensation exceeding $100,000 during the fiscal
year ended June 30, 2001.
<CAPTION>
                                       Other     Restr-   Securities             All
Name and                              Annual     icted    Underlying            Other
Principal    Fiscal                   Compen-    Stock     Options/   LTIP     Compens-
Position      Year   Salary   Bonus   sation     Awards      SARs    Payouts    ation
------------  ----  --------  ------  -------   ---------  --------  -------  ---------
<S>           <C>   <C>      <C>     <C>       <C>        <C>       <C>      <C>
CEO           2001  $100,300    -       -          -          -         -         -
Geoff         2000  $ 92,765    -       -          -          -         -         -
Williams      1999  $ 65,765    -       -          -          -         -         -

Director      2001  $ 40,067    -       -          -          -         -         -
Joy           2000  $ 27,925    -       -          -          -         -         -
Williams      1999  $ 25,650    -       -          -          -         -         -

Director      2001  $ 22,706    -       -          -          -         -         -
Robert        2000  $ 44,351    -       -          -          -         -         -
Palmquist     1999  $      0    -       -          -          -         -         -

President     2001  $ 30,281    -       -          -          -         -         -
Russ Ford     2000  $      0    -       -          -          -         -         -
              1999  $      0    -       -          -          -         -         -

COO           2001  $ 30,281    -       -          -          -         -         -
Sal Veni      2000  $      0    -       -          -          -         -         -
              1999  $      0    -       -          -          -         -         -

Former
President     2001  $ 30,925    -       -          -          -         -         -
Hank          2000  $ 65,528    -       -          -          -         -         -
Cleare        1999  $      0    -       -          -          -         -         -

Former CFO    2001  $ 25,083    -       -          -          -         -         -
Chuck         2000  $ 28,666    -       -          -          -         -         -
Massey        1999  $      0    -       -          -          -         -         -
</TABLE>

                                    -  34 -
===============================================================================
<PAGE>

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.

                                                         Percent
                                         Number of     Beneficially
Beneficial Owners                         Shares          Owned
-------------------------------------    ----------    ------------
Geoff Williams (Director and Officer)    25,410,454       20.6%
4931 Bill Cheek Road
Auburn, GA  30011

Joy Williams (Director)                  25,410,454       20.6%
4931 Bill Cheek Road
Auburn, GA  30011

Robert Palmquist (Director)              20,780,317       16.877%
P.O. Box 278118
Sacramento, CA  95827

Russ Ford (Director)                      1,666,667        1.35%
4335 Lake Forest Ct.
Atlanta, GA  30342

Sal Veni                                  1,666,667        1.35%
1325 Capital Circle
Ste. C
Lawrenceville, GA  30043

All Executive Officers and Directors
as a group - Total                       72,536,239       60.85%


                                    -  35 -
===============================================================================
<PAGE>

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


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

      (a) Reports on Form 8-K.

          Form 8-K filed 10/25/00, announced the resignation of Hank W. Cleare,
          Registrant's President and Chief Operating Officer.

      (b) Exhibits filed as part of this report.

          None.

                                    -  36 -
===============================================================================
<PAGE>


                                  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 28, 2001
------------------          and Director                     ------------------
    Geoff Williams





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 28, 2001
    --------------          and Director                     ------------------
    Geoff Williams     Amended March 25, 2002

/s/ Joy Williams           Principal Financial Officer       September 28, 2001
    --------------          and Director                     ------------------

    ______________
    Joy Williams       Amended March 25, 2002


                                    -  37 -
===============================================================================