SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

        For the quarterly period ended December 31, 1999

                               or

[ ]  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 Identification No.)
       incorporation or organization)


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

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

     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 [_]

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

                                 Not Applicable

                       APPLICABLE ONLY TO CORORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date:  106,150,504  shares common
stock, $.001 par value, were outstanding as of December 31, 1999.

<PAGE>
                                BRANDMAKERS, INC.
                                   FORM 10-QSB
              For the Quarter Ended December 31, 1999


                                      INDEX


Part I:         Financial Information                                 Page

   Item 1 -

    Financial Statements

      Condensed Consolidated Balance Sheets as of December 31, 1999
        and June 30, 1999 .........................................    3

      Condensed  Consolidated Statement of Operations for the three
      and six months ended December 31, 1999 and 1998 .............    4

      Condensed  Consolidated  Statements of Cash Flows for the six
      months ended December 31, 1999 and 1998 .....................    5

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


   Item 2 -

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


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 .......................   13


Signatures ........................................................   14


<PAGE>

                               BRANDMAKERS, INC.

                     Condensed Consolidated Balance Sheets


PART I
FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                      June 30,     December 31,
                                                       1999           1999
                                                                   (unaudited)
<S>                                                <C>           <C>
                       Assets
CURRENT ASSETS
   Cash and cash equivalents ...................   $    56,318   $    91,173
   Accounts receivable, trade ..................       177,737       147,188
   Inventory ...................................        74,154        99,320
   Note receivable .............................                      64,859
   Other current assets ........................         4,791         3,523
                                                   -----------   -----------
                 Total current assets ..........       313,000       406,063

PROPERTY AND EQUIPMENT - AT COST
   Unproved oil and gas properties,
     full cost method ..........................                     520,531
   Furniture, fixtures and equipment ...........       131,110       304,826
                                                   -----------   -----------
                                                       131,110       825,357
        Less accumulated depreciation ..........        53,080        91,617
                                                   -----------   -----------
                                                        78,030       733,740

OTHER ASSETS
   Deposits ....................................        11,466        36,878
                                                   -----------   -----------
                                                   $   402,496   $ 1,176,681
                                                   ===========   ===========
   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable ............................   $   171,869   $   184,813
   Accrued expenses ............................        67,215        17,211
   Due to related parties ......................        10,108       265,249
   Income taxes payable ........................        26,843        23,174
   Current maturities of long-term debt ........         2,446         7,210
   Current maturities of capital leases ........        16,586        60,790
                 Total current liabilities .....       295,067       558,447
                                                   -----------   -----------
LONG-TERM DEBT, less current maturities ........         6,163
CAPITAL LEASES, less current maturities ........        13,672        50,330
SPIN OFF ACCRUAL ...............................                     321,547
OTHER LIABILITY ................................                      47,500
DEFERRED TAXES .................................         6,400         6,400

STOCKHOLDERS' EQUITY
   Common stock- authorized 200,000,000 shares
   par value $.001; issued 106,150,504 shares at           100       106,151
     12/99 and 104,490,504 at 6/99
   Additional paid-in capital ..................                     314,840
   Retained earnings (deficit) .................        81,094      (228,534)
                                                   -----------   -----------
                                                        81,194       192,457
                                                   -----------   -----------
                                                   $   402,496   $ 1,176,681
                                                   ===========   ===========
</TABLE>


<PAGE>
                               BRANDMAKERS, INC.

                Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>


                                            Six Months Ended                 Three Months Ended
                                               December 31,                       December 31,
                                         1998              1999             1998             1999
                                     (unaudited)        (unaudited)     (unaudited)      (unaudited)

<S>                                <C>              <C>              <C>              <C>
Revenues .......................   $     590,594    $     733,937    $     357,177    $     362,331
                                   -------------    -------------    -------------    -------------
Cost of goods sold .............         435,916          401,797          273,516          195,148
                                   -------------    -------------    -------------    -------------
   Gross profit ................         154,678          332,140           83,661          167,183

Operating Expenses
   Salaries and wages ..........         144,794          319,449          125,527          173,607
   Other operating expenses ....         156,314          212,916           69,590          130,876
                                   -------------    -------------    -------------    -------------
                                         301,108          532,365          195,117          304,483
                                   -------------    -------------    -------------    -------------
                Operating loss .        (146,430)        (200,225)        (111,456)        (137,300)

Other income (expense)
   Interest expense ............            (283)          (5,012)            (279)          (6,784)
                                   -------------    -------------    -------------    -------------
                                            (283)          (5,012)            (279)          (6,784)
                                   -------------    -------------    -------------    -------------
   Loss before taxes ...........        (146,713)        (205,237)        (111,735)        (144,084)

Income taxes (benefit) .........         (31,000)                          (24,000)               0
                                   -------------    -------------    -------------    -------------
   NET LOSS ....................   ($    115,713)   ($    205,237)   ($     87,735)   ($    144,084)
                                   =============    =============    =============    =============
Basic net  loss per common share   $        0.00    $        0.00    $        0.00    $        0.00
                                   =============    =============    =============    =============
Weighted average number of
   shares outstanding ..........     104,490,504      104,628,837      104,490,504      104,767,171
                                   =============    =============    =============    =============
</TABLE>


<PAGE>
                               BRANDMAKERS, INC.

                Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                 Six Months Ended
                                                   December31,
                                                 1998          1999
                                              (unaudited)  (unaudited)
<S>                                           <C>          <C>

Net loss ..................................   ($115,713)   ($205,237)

Adjustments to reconcile net loss
  to net cash used in operating activities
   Depreciation ...........................      16,332       19,113
   (Increase) decrease in assets and
   increase (decrease) in liabilities
      Accounts & note receivable ..........    (122,792)      83,656
      Inventories .........................         184      (25,166)
      Other current assets ................      11,979        1,268
      Accounts payable ....................     162,961      (71,310)
      Accrued expenses ....................      30,705      (50,004)
      Spin off accrual ....................                  (82,193)
      Income taxes payable ................     (30,547)      (3,669)
                                              ---------    ---------
     Net cash used in .....................     (46,891)    (333,542)
        operating activities

Cash flows used in investing activities
   Capital expenditures ...................      (1,223)           0
   Increase in deposits ...................     (20,741)      (5,241)
                                              ---------    ---------
                                                (21,964)      (5,241)

Cash flows provided by financing activities
   Payments on long-term debt .............                  (17,071)
   Reductions in capital leases ...........                  (27,138)
   Decrease in due to related parties .....      (7,608)        (856)
   Proceeds from sale of stock ............                  316,500
   Increase in other liability ............                   47,500
                                              =========    =========
                                                 (7,608)     318,935

Net decrease  in cash and
     cash equivalents .....................     (76,463)     (19,848)
                                              ---------    ---------
Cash and cash equivalents at beginning
     of the period ........................      98,159      111,021
                                              ---------    ---------
Cash and cash equivalents at end
     of the period ........................   $  21,696    $  91,173
                                              =========    =========
</TABLE>


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

The Company entered into capital leases with a value of  approximately  $108,000
during the six month period ended December 31, 1999.


<PAGE>

                        BRANDMAKERS, INC.
           Notes to Consolidated Financial Statements

Note 1 - Summary of 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, 1999 and Form 8-K/A dated January 5, 2000.

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.

Note 2 - Business Combination

On October 22, 1999, Mason Oil Company,  Inc. acquired  substantially all of the
assets and  operations  of  Brandmakers,  Inc.  ("Brandmakers")  a closely  held
Georgia  corporation  by the  issuance of  89,000,000  shares of common stock to
Brandmakers' shareholders.

Simultaneous  with the transaction,  the old board of directors of the Mason Oil
Company,  Inc.  approved the issuance of 4,600,000 shares of the common stock to
two officers  pursuant to an Executive  Stock Plan ("the  Plan").  The Mason Oil
Company,  Inc.  issued the stock  under the Plan in  compensation  for  services
rendered.  Additionally,  Brandmakers has made plans to distribute substantially
all of the Mason Oil Company assets and liabilities, as of the acquisition date,
to certain  shareholders  of the Company.  Therefore,  a reserve for the pending
distribution of approximately $404,000 has been recorded.

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

Note 3 - Subsequent Event

After December 31, 1999, the Company agreed to acquire certain assets from Multi
Page  Communications,  LLC and Splash Media, Inc., a Georgia  corporation.  Both
transactions  are  expected  to close in  February  2000.  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 SIX MONTHS  ENDED
DECEMBER 31, 1999 AND 1998

      Revenue  increased  24% to $733,937 for the six months ended  December 31,
1999 from  $590,594  for the 1998  period,  driven by  increases in all business
segments except games and vending which remained stable. The Company experienced
a net loss of $200,225 for the six months ended  December 31, 1999 in comparison
to a net loss of $115,713  for the same period in 1998.  The results were driven
by the need of  additional  personnel,  facilities  to support the new  Internet
division,  and  the  cost  of the  recent  reverse  acquisition  and  subsequent
requirements of a public company.

     The  primary  source of revenues  for the Company  over the past two fiscal
years were derived from the games and vending  division through the sales of the
Virtual  Reality Golf game. The  Hospitality  Innovators  division,  which sells
onsite-paging  systems, was profitable in the fiscal year ended June 30, 1999 as
well  as the  six  months  ended  December  31,  1999.  The  Internet  Division,
MailStart,  acquired  by the  Company  on June  1,  1998  has  not  yet  reached
profitability, but the user base continues to grow rapidly.


LIQUIDITY AND CAPITAL RESOURCES

      Cash  used in  operating  activities  - The  Company's  net cash flow from
operating  activities  resulted in deficits of $333,542  and $46,891 for the six
months ended December 31, 1999 and 1998, respectively.  The $286,651 increase is
attributed  to a decrease in  profitability,  increase  in  accounts  receivable
coupled with a decrease in accounts  payables,  and the spin off accrual for old
Mason Oil Company assets and liabilities.

      Cash  used in  investing  activities  - The  Company's  net  cash  used in
investing  activities  for the six month ended  December  31, 1999 was $5,241 as
compared  to net cash used in  investing  activities  for the six  months  ended
December 31, 1998 of $21,964.
     Cash flow from  financing  activities  - The  Company's  net cash flow from
financing  activities  during the six months ended December 31, 1999 increase by
$326,543 from an outflow of $7,608 during the six month ended December 31, 1998,
due primarily to proceeds from  investors  while the Company was still  private,
and subsequently from an increase in private placement  proceeds received during
the six months ended December 31, 1999. During the six months ended December 31,
1999,  the  Company,  pursuant to a private  placement,  sold  $255,000 of units
containing two restricted shares and a warrant.  The proceeds are to be used for
general working capital purposes.

      The Company's  capital  requirements in connection with its business plans
will  be  significant.   The  Company  believes  that  net  proceeds  of  future
anticipated  securities  offerings,  and  giving  effect to  revenues  which are
projected to be realized from  operations,  should be sufficient to fund ongoing
operations  and its business plan.  Notwithstanding,  there is no assurance that
such  anticipated  offering  will  be  undertaken,  and if  undertaken,  will be
successful or that such proceeds derived  therefrom,  will in fact be sufficient
to fund operations and meet needs of the Company's business plans.

YEAR 2000

The Company did not experience any significant  problems resulting from computer
system  and  program  failures  or  equipment  malfunctions,   and  suffered  no
disruption of business operations.

PROPOSED ACQUISITIONS

In December  1999,  discussions  were underway to acquire the pager  business of
Multi-Page Communications,  LLC. The structure of the deal involves the purchase
of the business  only and not the company.  Substantial  inventory and equipment
will be included and it is evident that significant capital will be necessary to
purchase  additional  pagers and parts to service the existing customer base. In
addition,  discussions were underway in December 1999 for the Company to acquire
Splash Media, a multimedia  production firm. The plan is to strengthen  Washburn
Studios division and expand media services.

Part 2: OTHER INFORMATION

Item 1:   LEGAL PROCEEDINGS

     None.

Item 2:   CHANGES IN SECURITIES AND USE OF PROCEEDS

Reverse Acquisition

     In  October  1999,  the  Company  f/k/a  Mason  Oil  Company,  Inc.  issued
89,000,000  shares of common stock for the purchase of  Brandmakers,  Inc. Mason
Oil Company,  Inc adopted the name  Brandmakers,  Inc. after the acquisition was
completed.

Private Placement

      In October  1999,  the Company  d/b/a  Mason Oil  Company,  Inc.  proposed
through a Private  Placement  Memorandum to offer for sale 8,000,000 Units, each
Unit consisting of two (2) shares of common stock, par value $.001 per share and
a 3/4 warrant. The warrants entitle the holders thereof to purchase a 3/4 or .75
share of common  stock for each  warrant  held at an exercise  price of $.50 per
share  expiring in three  years.  Subscriptions  for the Units were  offered and
accepted by the Company at a price of $0.25 per Unit.  The Units,  common  stock
and warrants offered were not registered with,  approved,  or disapproved by the
Securities and Exchange Commission (i.e., restricted stock).

     During the quarter  ended  December  31, 1999,  the Company sold  1,020,000
Units, consisting of 2,040,000 shares and 765,000 warrants resulting in $255,000
in cash flow from this  financing  activity.  The proceeds from the sale will be
used for  general  purposes  to support the  current  business  segments.  After
December 31, 1999, the private  placement  offering was withdrawn on January 28,
2000,  after  selling  3,882,000  Units,  consisting  of  7,764,000  shares  and
2,911,500  warrants  resulting  in  $970,500  in cash flow  from this  financing
activity.  The Company  believes that these  proceeds will be sufficient to meet
its short term funding requirements.

Item 3:   Default upon Senior Securities
     None

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

      The Board of  Directors  and a  majority  of  shareowners  approved a name
change in October 1999 from Mason Oil  Company,  Inc. to  Brandmakers,  Inc. All
shareholders  were provided ten days notice prior to an effective date to comply
with  regulations in the State of Utah.  The name change was effective  November
18, 1999 and Brandmakers, Inc. is now a Utah Corporation.

Item 5:   Other Information

Executive Overview

     Brandmakers'  Division  Leaders  have a common  vision.  Their vision is to
combine  their  business  lines,  talents,  and  passions to create an extremely
valuable  property;  one that will attract  forward  thinking  investors.  Their
collective  experience  and history,  with diverse,  yet  connected  businesses,
provide a strategically, unique opportunity for phenomenal growth.

     Each   division   leader  has  a  proven   record  of   accomplishment   of
entrepreneurial   spirit,   leadership  and  commitment.   These  leaders  share
compelling  stories of taking  companies  from startup to  maturity,  private to
public,  through mergers and  acquisitions.  Understanding  enterprise  critical
timing, as Brandmakers'  organization  does, is vital to their long-term success
and competitive advantage in their fields.

     With  backgrounds  in  banking,  finance,  securities,   sales,  marketing,
production,  manufacturing,  distribution, technology and creative services, the
mission of the Brandmakers' group remains focused;  to deliver  state-of-the-art
service,  products  and  quality to clients,  solid  returns to  investors,  and
continued investment in their greatest asset, their people.

The Future

     Brandmaker's  latest acquisitions are in the fast-paced world of technology
and communications. The Company understands the impact of these rapidly changing
industries  and is positioning  itself as a leader in these fields.  Brandmakers
continues  to  exploit  the  integration  and  convergence  of  technology-based
businesses for acquisition and expansion.

Brandmakers' History

     Mr. Geoff Williams  founded  Brandmakers,  Inc. in 1993 with a focus on the
games and vending industry. Williams started his career in the electronic gaming
industry in the United  Kingdom and has thirty years  experience in this growing
industry.  Well known in the gaming  community,  Williams  has owned,  operated,
expanded  and  sold  numerous  amusement  enterprises.   Prior  to  establishing
Brandmakers,  Williams sold his startup games and coin  operated  company,  G.W.
Leisure, Ltd.

     With a  handful  of loyal  employees  and its first  extremely,  successful
product,  Camera Vending  Machines that dispensed Kodak products,  Williams grew
the  company to its  market  position  today.  Headquartered  in  Lawrenceville,
Georgia,  Brandmakers  is  a  diversified  company  engaged  in  communications,
Internet  development,  new  media  creation  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 phenomenal overall growth.
With its first acquisitions in 1998, of Hospitality Innovators, a communications
company; Tim Washburn Studios, a digital design house; and MailStart an internet
technology  development firm,  Brandmaker's  boldly 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.  Continuing  this  momentum  to  expand  its
business  lines,  Brandmakers  is in the process of  completing  two  additional
acquisitions in January 2000, Multi-Page Communications,  LLC, a wireless paging
manufacturing  company to vertically  integrate with Hospitality  Innovators and
Splash Media, a New Media firm which will combine  creative forces with Washburn
Studios creating a full digital design and new media firm "Splash Studios".

     Today  Brandmakers  has 28  employees  and numerous  subcontractors  in all
divisions.  William's  vision  remains the same.  "The future is in  technology.
Bringing the best together will cement the success of our combined  goals.  That
is, to be the industry  leaders in our fields,  and to merge our efforts for our
shareholders."  Brandmakers  is a publicly held company with a strong agenda for
2000.

Company Divisions

MailStart Division

     The  Internet  Development  division of  Brandmakers,  takes great pride in
their universal web based solutions.  MailStart  (www.mailstart.com) is an email
access gateway,  which allows consumers to access their POP3 email boxes via the
Web. MailStart  currently handles over 680,000 email transactions daily allowing
the display of mailbox contents,  reading, replying,  forwarding and deleting of
email  messages.  It is a free  service  supported  by  advertising.  Additional
revenue is generated by supplying the service,  ad-free to ISP's,  schools,  and
web-sites. MailStart currently provides complimentary ad-free email services for
the United Nations Small Island Development Services.

     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.

Zoom Communications Division (Formerly Hospitality Innovators)

Onsite Paging

     Brandmakers'  communication  division  focuses  on the  sale of  on-premise
paging  systems for  various  industries  such as  restaurants,  hospitals,  and
churches.  Their core product is "Coaster  Call",  a guest paging system using a
lighted  coaster to notify the holder that they are being paged.  Clients  using
"Coaster  Call"  include  Applebee's,   Ruby  Tuesdays,   Bennigans,  Long  Horn
Steakhouse  and  Outback.  Managers  say that patrons are happier as they do not
lose their place in line or have to stand in crowded entryways.  It's popularity
and success has evolved to encompass nursery paging,  medical,  professional and
manufacturing paging. In addition,  Hospitality offers a wide variety of systems
such as Scope, Long Range, and Visiplex.

Wide Area Paging

     The  Company   expects  to  complete   its   acquisition   of  Multi-  Page
Communications, LLC's business in February 2000. This will provide the Company a
pager  manufacturer  and  distributor  that naturally fits with the  Hospitality
Innovators  division.  Zoom  Communications  will have a combined client base of
over 3000 customers. Zoom serves local as well as wide area pager consumers.




Games & Vending Division

The Games & Vending  division,  produces and  manufactures  vending machines and
computerized games. Some of their products include:

Virtual Reality Golf
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.

Direct Sales have been primarily  through Business  Opportunity  Markets.  Other
markets include golf enthusiasts for home use, corporate  recreation centers and
vending distributors.  Brandmakers has Virtual Reality Golf hardware rights, and
Links software licensed through Access Software.

Telephone Prepaid Card Machines:
Our two column phone card machines are competitively  priced for today's market.
These machines offer consumers an easy,  inexpensive way to purchase phone cards
at extremely  reasonable rates.  Attractive metal housing units are freestanding
and  convenient  to  install,   working  well  in  shopping  malls  as  well  as
universities,  and  numerous  retail  outlets.  Card  machines  are also used in
casinos to vend smart cards. These cards hold a players credits and debits.

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. Final testing of all machinery
is done on site.  These  machines are available for  distributorships.  Casinos,
bars,  sports  facilities and recreation  centers are prime  locations for these
machines where local laws permit.

Postcard Machines:
We are pleased to be the leading manufacturer of this new vending product, which
sells  pre-stamped  postcards.  Postcards  are vended from an  attractive  metal
machine  that  provides  the  consumer  with a  pre-stamped  postcard  ready for
mailing. Several machines are in the Orlando, Florida and Cancun, Mexico markets
where vacationers provide a natural consumer base.

Computer Disk Dispenser
A professionally  designed  Computer Disk dispensing  machine,  with educational
facilities  being the prime  market,  proves to be a  distributor's  dream.  The
machine  dispenses floppy disks,  zip disks,  super disks and compact disc 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.
Computer Disk Machines come with a full one-year warranty.


Splash Studios Division (Formerly  Washburn Studios)  Brandmaker's new media and
digital  design  division,   produces   multimedia   projects  from  concept  to
completion.  Award winning web-sites, video production,  illustration and design
provide clients with a broad range of communication services. Merging creativity
with  technology has grown Splash Studio's client list to include over 200 major
companies in the U.S.

Partial client list includes Cartoon Network,  Coca-Cola,  Burger King, Nabisco,
Disney,  Delta  Airlines,  McDonalds,  Hard Rock  Cafe,  the  Georgia  Bureau of
Investigation and Universal Studios.



Locations:

The company  leases  11,400  square feet of office and  warehouse  space at 1325
Capital Circle, Suites B and C, Lawrenceville, Georgia 30043.

The  Internet  division,  MailStart,  leased new offices  located at 9261 Folsom
Boulevard, Suite 400, Sacramento, CA 95826 on
December 15, 1999.

Item 6:   Exhibits and Reports on Form 8-K

     (a)  None.
     (b)  Exhibits incorporated herein by reference.

          1.   Forms 8-K filed during the last quarter.

               *    Changes in Control of Registrant - November 4, 1999
               *    Change of Name and Address - November 18, 1999


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)

February 11, 2000                            By:  /s/ Geoff Williams
(Date)                                                Geoff Williams,
                                                      Director &
                                                      Chief Executive Officer