UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 Form 10-QSB


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.
              For the quarterly period ended September 30, 2001

[ ]  TRANSITION REPORT UNDER 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 as specified in its charter)

                 Utah                                 37-1099747
              ----------                              ----------
    (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)               Identification No.)

             1325 Capital Circle, NW Lawrenceville, Georgia 30043
             ----------------------------------------------------
                   (Address of principal executive offices)

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

   APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                             PRECEDING FIVE YEARS

                                Not Applicable

                     APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:  123,135,787 shares common
stock, $.001 par value, were outstanding as of November 1, 2001.


===============================================================================
<PAGE>
                              BRANDMAKERS, INC.
                                 FORM 10-QSB
                   For the Quarter Ended September 30, 2001
<TABLE>
                                    INDEX

<CAPTION>
                                                                       PAGE
<S>                                                                    <C>
PART I:   FINANCIAL INFORMATION PAGE

   Item 1 -

      Financial Statements

           Condensed Consolidated Balance Sheets as of June 30, 2001
              and September 30, 2001 . . . . . . . . . . . . . . . . .   3

           Condensed Consolidated Statement of Operations for
              the three months ended September 2000 and 2001 . . . . .   4

           Condensed Consolidated Statements of Cash Flows for
              the three months ended September 2000 and 2001 . . . . .   5

           Notes to Consolidated Financial Statements  . . . . . . . .   6

   Item 2 -

      Management's Discussion and Analysis . . . . . . . . . . . . . . 7 - 8


PART II:  OTHER INFORMATION

   Item 1  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .   9

   Item 2  Changes in Securities and Use of Proceeds . . . . . . . . .   9

   Item 3  Default Upon Senior Securities  . . . . . . . . . . . . . .   9

   Item 4  Submission of Matters to a Vote of Security Holders . . . .   9

   Item 5  Other Information . . . . . . . . . . . . . . . . . . . . .   9

   Item 6  Exhibits and Reports on Form 8-K  . . . . . . . . . . . . .   9


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
</TABLE>

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<PAGE>
                              Brandmakers, Inc.
<TABLE>
                         CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                            September 30,
                                                 June 30,       2001
                                                  2001      (unaudited)
                                               -----------   -----------
<S>                                            <C>           <C>
                    ASSETS
CURRENT ASSETS
     Cash and cash equivalents                 $    51,917   $    32,465
     Receivables
          Trade                                    302,910       284,189
          Less allowance for doubtful accounts      25,000        25,000
                                               -----------   -----------
                                                   277,910       259,189

     Inventories                                   206,402       166,895
     Other current assets                             -               38
                                               -----------   -----------
               Total current assets                536,229       458,587

PROPERTY AND EQUIPMENT - net                       845,293       808,947

OTHER ASSETS
     Certificates of deposit - pledged              37,096        37,096
     Deferred interest                                -              474
     Prepaid insurance                                -              809
     Deposits                                       45,606        45,606
                                               -----------   -----------
                                                    82,702        83,985
                                               -----------   -----------
                                                 1,464,224     1,351,519
                                               ===========   ===========


     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Line of credit                            $   142,013   $   108,633
     Notes payable                                 843,400       838,400
     Accounts payable                              405,768       475,716
     Deferred revenue                              267,108       262,745
     Other current liabilities                      36,037        44,290
     Current portion of capital leases             158,915        96,402
                                               -----------   -----------
               Total current liabilities         1,853,241     1,826,186

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

LONG-TERM DEBT                                        -           13,912

STOCKHOLDERS' EQUITY
     Common stock - authorized 200,000,000
          shares of $.001 par value                123,141       123,141
     Additional paid-in capital                  2,979,672     2,979,672
     Retained earnings (deficit)                (3,522,856)   (3,622,418)
                                               -----------   -----------
                                                  (420,043)     (519,605)
                                               -----------   -----------
                                               $ 1,464,224   $ 1,351,519
                                               ===========   ===========
</TABLE>

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<PAGE>
                              Brandmakers, Inc.
<TABLE>
                    CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                  Three Months Ended
                                                    September 30,
                                                 2000           2001
                                              (unaudited)    (unaudited)
                                              ------------   ------------
<S>                                           <C>            <C>
Revenues                                      $  1,133,775   $    824,983

Cost of goods sold                                 710,606        434,403
                                              ------------   ------------

     Gross profit                                  423,169        390,580

Operating expenses
     Salaries and wages                            370,863        242,687
     Rent                                           62,102         33,413
     Advertising                                    14,871         13,728
     Depreciation and amortization                  55,239         55,296
     Research and development                       62,037           -
     Other operating expenses                      272,474        114,284
                                              ------------   ------------
                                                   837,586        459,408
                                              ------------   ------------

               Operating loss                     (414,417)       (68,828)

Other income (expense)
     Interest expense                              (63,696)       (30,734)
                                              ------------   ------------
     Loss from continuing operations              (478,113)       (99,562)

     Discontinued operations
       Loss from operations of
          K.W. Leisure, Ltd.                      (119,319)          -
                                              ------------   ------------
               NET LOSS                       $   (597,432)  $    (99,562)
                                              ============   ============


Earnings per share
     Basic
      Loss from continuing operations         $     (0.00)   $     (0.00)
      Loss from discontinued operations             (0.00)         (0.00)
                                              ------------   ------------
          NET LOSS                                  (0.00)         (0.00)
                                              ============   ============

     Diluted
      Loss from continuing operations         $     (0.00)   $     (0.00)
      Loss from discontinued operations             (0.00)         (0.00)
                                              ------------   ------------
          NET LOSS                                  (0.00)         (0.00)
                                              ============   ============


Average number of shares outstanding:
     Basic                                     121,140,504    121,140,504
                                              ============   ============
     Diluted                                   121,768,218    122,671,794
                                              ============   ============
</TABLE>

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<PAGE>
                              Brandmakers, Inc.
<TABLE>
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                       Three Months Ended
                                                          September 30,
                                                       2000           2001
                                                   (unaudited)    (unaudited)
                                                   ------------   ------------
<S>                                                <C>            <C>
Net loss                                           $   (597,432)  $    (99,562)

Adjustments to reconcile net loss to net cash
Provided by (used in) operating activities
     Depreciation and amortization                       64,694         55,296
     (Increase) decrease in assets and
       increase (decrease) in liabilities
          Receivables                                   307,297         18,721
          Inventories                                   (95,552)        39,507
          Other current assets                            2,724            (38)
          Accounts payable                              298,379         69,948
          Accrued expenses                             (111,976)         8,253
          Deferred revenue                                 -            (4,363)
                                                   ------------   ------------
          Net cash provided by (used in)
            Operating activities                       (131,865)        87,762

Cash flows from investing activities
     (Increase)decrese in deposits                      (14,542)          -
     Capital expenditures                                  -           (18,950)
     Other changes in long term assets                  (14,877)        (1,283)
                                                   ------------   ------------
                                                        (29,419)       (20,233)

Cash flows from financing activities
     Reductions in notes payable, long term debt,
       And Capital leases                               (52,659)       (53,601)
     Advances on notes payable                          200,730           -
     Net payments on line of credit                        -           (33,380)
                                                   ------------   ------------
                                                        148,071        (86,981)
Net increase (decrease) in cash and
  cash equivalents                                      (13,213)       (19,452)

Cash and cash equivalents at beginning of
   Of the period                                         82,587         51,917
                                                   ------------   ------------

Cash and cash equivalents at end of
   Of the period                                   $     69,374   $     32,465
                                                   ============   ============

<FN>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES AND
CERTAIN CASH FLOW INFORMATION:

The Company's noncash investing and financing activities for the three month
period ended September 30, 2001 are as follows:

There was no significant noncash investing and financing activities for the
three month period ended September 30, 2001.
</TABLE>

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<PAGE>
                              Brandmakers, Inc.

                  Notes to Consolidated Financial Statements


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of Brandmakers Inc.'s (the "Company") significant accounting
policies are incorporated by reference to the Company's annual report on
Form 10-KSB dated June 30, 2001.

The accompanying unaudited consolidated financial statements reflect all
adjustments, which in the opinion of management are necessary for a fair
presentation of results of operations, financial position, and cash flows.
The results of the interim period are not necessarily indicative of the
results for the full year.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has suffered
from significant losses but an improvement in the current three-month period
is encouraging.  There are still financial difficulties with a negative working
capital that must be overcome.  Management's plan in regard to these matters
is described in the management discussion and analysis.  The consolidated
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

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

During December 2000, the Company made a decision to discontinue the operations
of its United Kingdom operations of K.W. Leisure.  The Company is seeking a
manufacturer that would continue to produce the pusher machines under a license
agreement.  The operations of K.W. Leisure have been restated as discontinued
operations through September 2000 in the approximate amount of $119,000.
The operations of the segment have ceased since the time of the Company's
decision.


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<PAGE>

Item 2.  Management's Discussion and Analysis

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-QSB 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.

The following discussion of the Company's results of operations and financial
conditions should be read in conjunction with the Company's condensed
consolidated unaudited Financial Statements listed in Part I, Item I and the
notes thereto appearing elsewhere in this Form 10-QSB.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
September 2001 and 2000.

Revenue decreased 27.2% from $1,133,775 to $824,983 for the three months ended
September 30, 2001 compared to September 30, 2000.  Cost of sales for the
period were $434,403 versus $710,606 resulting in a gross profit of $390,580
for September 30, 2001 compared to $423,169 for September 30, 2000.  Expenses
for the three month period were $459,408 for 2001 versus $837,586 in 2000.
Consequently, after interest expenses of $30,734, there was a loss of $99,562
for the period ended September 30, 2001 compared to a loss of $597,432 after
interest expenses of $63,696 for the period ended September 30, 2000.  The net
loss for the period ended September 30, 2000 includes losses from discontinued
operations of K.W. Leisure Ltd. of $119,319.


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<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash used in operating activities - The Company's net cash flow from operating
activities resulted in deficits of $87,762 for the three-month period ended
September 30, 2001 compared to a deficit of $131,865 for the same period
in 2000.  For the three-month period ended September 30, 2001 accounts
receivable decreased by $18,721 and accounts payable increased by $69,948.
Inventories decreased by $39,507 during the three-month period in 2001 as
compared to an increase of $95,552 for the 2000 period.  Accrued expenses
increased by $8,253 during the three-month period ended September 30, 2001,
while deferred revenue for WebBox sign ups decreased by $4,363 from $267,108
to $262,745.  The deficit decreased significantly from $597,432 in the period
ended September 30, 2000 to $99,562 in 2001 due to significantly lower
operating expenses.  The cost of goods sold was much lower as a percent of
sales due, in part, to the low cost of WebBox sign ups during the current three
month period.

Cash flow from Investing Activities- The Company's net cash used in investing
activities was $20,233 for the three months ended September 30, 2001 versus
$29,419 for the same period in 2000.

Cash Flow from Financing activities- The company's net cash flow from
financing activities was a deficit of $86,891 for the three-month period ended
September 30, 2001 versus an increase of $148,071 for the same period in 2000.
During the 2001 three-month period, notes payable, long term debt and capital
leases were reduced by $53,601 while net payments on the line of credit totaled
$33,380.

RECENT DEVELOPMENTS

In a continuing effort to reduce expenses, Brandmakers employees' salaries
were reduced by 20% while officers' salaries were reduced by 30% to 50%.
Rental expenses were reduced by $2,000 per month during the quarter as well.

The Internet division continues the subscription program on WebBox while
offering free email once per week on MailStart.  WebBox subscriptions were
increased on July 1, 2001 from $6 to

$10 annually.  As of November 6, 2001 over 84,000 credit cards had been charged
for this program.  Recurring income will commence February 1, 2002 allowing for
further upgrades and service features as well as additional promotional
programs.

ZOOM Communications continues to phase out the competitive wide area paging and
concentrate on the more profitable on-site paging systems.  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.  The Gift Card and Loyalty programs offer good potential as well.

The Gamosity division produces and manufactures vending machines and
computerized games.  Cellular phone vending machines allows for dispensing of
prepaid cellular phones.  Computer disk dispensing machines for floppy disks,
zip disks, super disks and compact discs continue to be sold in small
quantities for placement in colleges and universities.

The economic climate has been poor for many firms including Brandmakers and
sales have not kept pace with expectations.


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<PAGE>

Part 2:  OTHER INFORMATION

Item 1:  LEGAL PROCEEDINGS

         The lawsuit with Jtech has been settled satisfactorily with
our Insurance Carrier settling for $10,000 which they paid to JTech.
ZOOM Communications can continue to service and repair Jtech units
which is a profit center that we wished to continue.

         The lawsuit with K.W. Machines, Ltd. is still pending.


Item 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None


Item 3:  Default upon Senior Securities

         None


Item 4:  Submission of matters to a vote of security holders.

         None


Item 5:  Other Information

         None


Item 6:  Exhibits and Reports on Form 8-K

         None


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<PAGE>

SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       BRANDMAKERS, INC.
                                       -----------------
                                       (Registrant)

November 16, 2001                      By: /s/ Geoff Williams
-----------------                          ------------------
(Date)                                     Geoff Williams,
                                           Director & Chief Executive Officer


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