SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                        __________________________

                               FORM 10-KSB
             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                   THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended                         Commission File Number: 0-28772
December 31, 2002

                      BRANDAID MARKETING CORPORATION
        (Exact name of registrant as specified in its charter)

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

1715 Stickney Point Rd, Suite A-12,
Sarasota, Florida                                               34231
(Address of principal executive offices)                      (Zip Code)
Company's telephone number, including area code:            (941) 925-8213

Securities registered pursuant to Section 12 (b) of the Act::   None.
Securities registered pursuant to Section 12 (g) of the Act::
Common Stock, $.001 par value per share; Preferred Stock, no par value
per share (Title or Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Company'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. [   ]

As of December 31, 2002 the Company had sales revenues of $1,583,589 for
the most recent fiscal year.

The aggregate market value of voting stock held by non-affiliates of the
Company was $14,845,980 based on the average price per share of $2.15 paid
for shares on the NASDAQ Bulletin Board on December 31, 2002, trading under
symbol BAMK.

There were 7,332,190 shares of common stock outstanding having a par value
of $0.001 per share as of December 31, 2002. There were 10.69 shares of
Series One Preferred Stock, no par value, issued and outstanding at December
31, 2002, each convertible into 1,500,000 common shares, and 276,004 shares
of Series Two Preferred Stock, no par value, each convertible into $10 of
common stock, issued and outstanding as of December 31, 2002.

Transitional Small Business Disclosure Format (check one):  Yes ___  No _X_


<PAGE>  01


                                   PART I

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

                      ITEM 1. DESCRIPTION OF BUSINESS.

Background

   MAS Acquisition I Corp. ("MAS"), was incorporated on July 31, 1996 in the
State of Delaware, to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. On December 5, 1997,
pursuant to the terms of an Agreement of Merger (the "Agreement") between
MAS and Sloan Electronics, Inc. ("Sloan Electronics"), Sloan Electronics
merged into MAS and MAS changed its name to Sloan Electronics, Inc. Sloan
Electronics, Inc., through its Sloan Electronics Division (Sloan) had
designed, manufactured and marketed electronic monitoring equipment for the
criminal justice industry and the long-term health care industry. It had
also marketed house arrest monitoring equipment through its in-house
marketing department and distributed its products through national service
providers. The Company, while continuing to support existing clients, has
ceased to actively engage in these business endeavors in favor of building
its portfolio of acquisitions and building the businesses of the acquired
companies.


   In May, 1999, Sloan Electronics decided to actively seek acquisition
candidates in the high technology, Internet, and distance learning industries.
To this end, and to reflect the change in the company philosophy, Sloan
changed its name to Salient Cybertech, Inc. in May, 1999. In December,
2001, Salient Cybertech, Inc. changed its business to that of marketing at
the point of sales level, and changed its name to BrandAid Marketing
Corporation (the "Company" or "BrandAid").

   During the third quarter 1999, the Company acquired, for stock, 100%
ownership of Gemini Learning Systems, Inc. ("Gemini"), which operated as
part of the Internet/technology division of the company. Gemini Learning
Systems developed and markets SWIFT (tm) (SoftWare Intelligent Freeform
Training) distance learning software and courseware. Ms. Kim Adolphe,
founder of Gemini, continued to run the division as President and was named
to the board of directors. Gemini was sold to Haines Avenue, LLC.
("Haines") in exchange for the retirement of the debenture in the sum of


<PAGE>  02


$1,000,000 that had been held by Haines, as disclosed in "Material Events",
below. The sale was ratified at a Special Meeting of Shareholders, held on
March 29, 2002.

   On Tuesday May 23, 2000, the Company acquired Futronix, Inc. ("Futronix").
The acquisition was accomplished by the Company forming a Delaware
subsidiary, known as Salient Acquisition Corporation, with that corporation
merging with Futronix.  The surviving Corporation, continued to carry on
business as Futronix, Inc., a wholly owned subsidiary of the Company.
Futronix operated as part of the High Technology Division of the Company.

   On March 19, 2001, Futronix was sold to Trident Systems International, Inc.
for the sum of $8,000,000. The former owners of Futronix, Inc. had asserted
a claim that the transaction was void.

   BrandAid had commenced action in Florida Circuit Court for a declaratory
Judgment stating that BrandAid owned Futronix at all material times, and
the sale of Futronix was a valid sale. The matter was amicably resolved
in late 2002, said resolution becoming final in March, 2003, resulting in
BrandAid receiving 85,000 shares of Futronix stock, all liability BrandAid
had to Haines Avenue, LLC. pursuant to a debenture and equity line agreement
entered into in November, 2000 and later modified, being expunged and all
parties releasing each other from claims any one may have had against any
other. Trident agreed to the resolution of the action, and the purchase
agreement was rescinded.

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

In an arms-length transaction with non-affiliates, the Company purchased
$257,020 in Advertising Contracts from BrandAid Communications Corporation
for 401,008 common shares in the Company, said shares being unregistered
and subject to Rule 144 promulgated under the Securities Act of 1933, as
amended. The only recipient of any shares in the transaction who has since
been hired by the Company was Jay Elliott, who received 73,700 shares of
common stock, all restricted subject to Rule 144 as promulgated pursuant
to the Securities Act of 1933, as amended. Mr. Elliott, the former President
of BrandAid Communications, Inc., was hired in January, 2002, to become the
President and CEO of the Company, as well as a Director of the Company.


                              CURRENT BUSINESS

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

   BrandAid's operating revenues are currently solely from its marketing
activities, which primarily focuses on the distribution of in-store
advertisements called "Supercards" as well as distributing client marketing


<PAGE>  03


materials. The Company advisory board is made up by former members of
ActMedia an in-store marketing company, which was sold to News Corporation
for in excess of $200,000,000.

   Total sales revenues for the year were $1,583,589 which is due to the
substantial growth in the number of "supercard" advertising clients and
increase in the total number of installed supermarkets. There were 34
consumer goods companies representing 109 different brands that participated
in the BAMK Supercards Network. In addition, there was a significant
increase in the number of participants during the course of the year. In
the first 6 months of 2002 there were a total of 35 brand participants as
compared to 74 in the last 6 months of 2002, a 47% increase.

   BrandAid's first direct response campaign was conducted in January 2002,
on behalf of America Online. In that campaign the Company successfully
distributed thousands of AOL CD-ROM's throughout nationally recognized
supermarket chains. Soap Opera Digest, Sew News, Parents Magazine, Proactive
Solutions, Checks Unlimited, and Oreck entered into marketing agreements
with the Company for campaigns that were launched in March, 2002.

   BrandAid completed new store installations in 653 supermarkets in 10 new
DMA's (Designated Market Area). At 2002 year-end, there are a total of
1,168 supermarkets installed with BrandAid Supercard Displays. This total
represents coverage in 10 out of the top 20 DMA's. Markets installed with
BrandAid include: New York, Los Angeles, Chicago, Dallas, Houston,
Baltimore, Washington, Atlanta, Austin, Denver, Seattle, Portland, and
Phoenix.

   BrandAid Marketing has a National contract with Safeway, the fourth
leading supermarket chain in the US and a Southeastern US contract with
Kroeger the second leading supermarket chain in the US. In the New York
metropolitan area, BrandAid has an alliance with Pathmark, a leading
Supermarket chain in that market.

   BrandAid Marketing delivered 45,795,000 Supercards and 2,843,000 CD ROM's
to consumers in supermarkets. The number of Supercards increased
significantly between the first and second half's of 2002, in the first
6 months of the year 12,461,000 SuperCards were distributed compared to
33,334,000 in last 6 months of 2002, a 267% increase.

   BrandAid Marketing has a signed partnership with AOL Time-Warner Global
Marketing Services. Under the agreement, AOLTW will sell BrandAid Marketing
as an extension of their sales package for major CPG and service clients.
BAMK will be included in all AOLTW summer up-front sales. In addition,
AOLTW will communicate with their entertainment divisions that a unique
opportunity exists to advertise directly with BrandAid. Lastly, BrandAid
will receive use of various AOLTW entertainment (ROS movies for example)
for co-branding sales originating on the BrandAid Marketing side.

   For the upcoming fiscal year, BrandAid projects that revenues,
supermarket installation and card distribution will double as compared to
2002.


<PAGE>  04


Markets with Supercards displays as of September 30, 2002 are as follows:

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

The current list of advertisers and purchasing agents is as follows:

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

   To prepare for our growth in business, and to better service our
clients, the Company has hired four Regional Vice Presidents, responsible
for consumer product goods companies. To better service our direct response
clients, a Direct Response Division was also established.

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

                          ITEM 2. PROPERTIES.

Description of Real Estate and Operating Data

   BrandAid currently rents approximately 2,000 square feet for its staff,
at our marketing operations facility, located at 821 Broadway 9th Floor,
New York, New York 10003, with a rent of $86,400 per anum. The Company
also maintains 250 square feet of rented facilities at 1715 Stickney Point
Rd, Suite A-12, Sarasota, Florida 34231, for an annual rent of $3,000.

   Management is of the opinion that its current facilities are adequate
for its immediate needs.  As the Company's business increases, additional
facilities may be required, however the current facilities are expected to
suffice until after December 31, 2003.


<PAGE>  05


                        ITEM 3. LEGAL PROCEEDINGS.

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

           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

   On March 29, 2002, at a Special Meeting of the Shareholders of the
Company, the sale of Gemini was ratified, and the Shareholders voted to
give the Board of Directors permission to sell Futronix, Inc. on whatever
terms the Board saw fit.

                                 PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS.

Common and Preferred Stock

   BrandAid is authorized to issue 100,000,000 shares in our capital stock,
with a par value of $.001 per share, divided into 80,000,000 Common Shares
and 20,000,000 Preferred Shares. On December 31, 2001 there were 7,332,190
shares of Common Stock outstanding and held of record by 1257 persons.
The holders of Common Stock have one vote per share on all matters
(including election of directors) without provision for cumulative voting.
Thus, holders of more than fifty percent (50%) of the shares voting for
the election of directors can elect all of the directors, if they choose to
do so.  The Common Stock currently is not redeemable and has no conversion
or pre-emptive rights.  The Common Stock currently outstanding is (and the
Shares being issued pursuant to this prospectus will be) validly issued,
fully paid and non-assessable.

   In the event of liquidation, holders of Common Stock will share equally
in any balance of our assets available for distribution to them after
satisfaction of creditors and the holders of our senior securities. We may
pay dividends, in cash or in securities or other property when and as
declared by the board of directors from funds legally available therefor,
but has paid no cash dividends on its Common Stock.

   The Company is authorized to issue 20,000,000 Preferred Shares, with no
par value. Currently there is, issued and outstanding, 0.667 Series One
Preferred Convertible Share, each share convertible into 1,500,000 Common
Shares. Currently there is, issued and outstanding, 207,600 Series Two
Preferred Convertible Shares, each share convertible into $10 in Common
Shares of the Company. The Stock may only be converted with majority Board
of Directors approval; and, ranks in priority equal to the common stock.


<PAGE>  06


Debenture

   On November 14, 2000 we issued a Convertible Debenture to Haines Avenue,
LLC., a Cayman Island Limited Liability Company, in the aggregate principal
amount of $1,000,000. An additional Convertible Debenture in the aggregate
principal amount of $600,000 was issued to Haines in March, 2001. Both
debentures were retired in a series of cashless transactions (described
below).

   The terms of the Debenture, as delineated in the Debenture and the
Debenture Purchase Agreement are as follows:

THE DEBENTURE         On November 14, 2000 a Convertible Debenture was
                      issued to Haines Avenue, LLC. in the aggregate
                      principal amount of $1,000,000. An additional
                      Convertible Debenture in the aggregate principal
                      amount of $600,000 was issued to Haines in March, 2001.


                      The Debenture bears interest both before as well as
                      after maturity at the rate of 8% per anum, with
                      interest payable quarterly, on March 31, June 30,
                      September 30, and December 31 of each year to maturity.
                      Maturity is defined as November 14, 2003, at which
                      time all outstanding principal and accrued and unpaid
                      interest shall be due and payable. Interest was deemed
                      to commence on October 30, 2000.

                      The Debenture is fully assignable and divisible, and
                      the holder of all or part of the Debenture ("Holder"),
                      is deemed to have all the rights and obligations of
                      the original Holder, Haines Avenue, LLC.

MATURITY DATE         November 14, 2003.

INTEREST RATE;
PAYMENT DATES,
PAYMENT MODE          Debenture bears interest at the rate of 8% per anum,
                      with interest payable quarterly, on March 31, June 30,
                      September 30, and December 31 of each year to maturity.
                      At maturity all outstanding principal and accrued and
                      unpaid interest becomes due and payable. Interest was
                      deemed to commence on October 30, 2000.

                      Payment of interest may be by cash, or in shares of
                      the common stock of Salient. If the payment is in stock,
                      the calculated price per share shall be $0.90 or 80% of
                      the average of the lowest price over any 3 of the last
                      10 trading days prior to the payment date, whichever is
                      lower.

RANKING               The Debenture is a Senior Security, and we nor any of
                      our subsidiaries is permitted to issue any debt security
                      senior to the Debenture.


<PAGE>  07


OPTIONAL REDEMPTION   We have the right at all times and any time, upon seven
                      trading days' notice to Haines, to prepay all or a
                      portion of the Debentures. We may pre-pay at a cash
                      price equal to the greater of (a) principal plus
                      outstanding interest, and (b) a formula utilizing the
                      price of the shares in the marketplace. The prepayment
                      price also includes all amounts due and outstanding
                      pursuant to the terms of the Debenture. We may only
                      utilize this prepayment option if the shares issued
                      are freely tradable and not subject to the volume
                      restrictions of Rule 144(k); and the shares are quoted
                      on the OTC or are traded on a major exchange.

CONVERSION RIGHTS     The Holder of a Debenture may at any time convert the
                      Debenture, or a portion of it to our common shares.
                      The conversion price is equal to either $.90 or 80% of
                      the average of the lowest price over any 3 of the last
                      10 trading days prior to the payment date, whichever
                      is lower.

LIMITATIONS ON
CONVERSION RIGHTS     The Holder may not exercise his conversion rights if
                      in doing so he will be the beneficial owner of more
                      than 4.999% of our common stock.

CERTAIN COVENANTS     The Debenture contains certain covenants that provide
                      for monetary penalties in the event that registration,
                      issuance of shares, or payment of amounts due are not
                      carried out in a defined timely manner.

                      The conversion price will be adjusted if there is any
                      dividend, stock dividend, or other distribution or
                      dilution of our common stock, or in the event shares
                      or warrants are offered to our shareholders at a price
                      lower than the conversion price for Holders of the
                      Debentures.


EVENTS OF DEFAULT
AND REMEDIES          If we default under the Debenture, the Holder may
                      declare all principal and interest on the Debenture
                      immediately due and payable.

                      If we default, all sums due under the Debenture become
                      due and owing, and there is a penalty imposed equal to
                      20% of the outstanding principal.

USE OF PROCEEDS
OF DEBENTURE          The proceeds are to be used for working capital, and
                      may not be used to pay off liens, judgments, mortgages,
                      or to retract common shares.

VESTING WARRANT       When the Debenture was issued, Haines received a
                      Vesting Warrant. This warrant is exercisable until
                      November 14, 2005, and entitles Haines to convert any


<PAGE>  08


                      amounts owed to Haines due to a default by us or at
                      maturity the Debenture, into common shares. The
                      exercise price is equal to the closing price of the

                      common shares on the day preceding the vesting of the
                      warrants. The price is adjustable downward if our
                      shareholders are offered shares at a lower price. Upon
                      vesting, the Vesting Warrants are assignable and
                      divisible.

CLOSING WARRANT       When the Debenture was issued, we gave an assignable,
                      divisible warrant for 423,729 shares in our common
                      stock. The warrant is exercisable until November 14,
                      2005. The exercise price is $0.90 per share, adjustable
                      downward if our shareholders are offered shares at a
                      lower price.


REGISTRATION RIGHTS   We must register all shares issuable pursuant to the
                      terms of the Debenture and Closing Warrant with the
                      S.E.C. as soon as possible after the issue of the
                      Debenture.

Securities Purchase Agreement

   The Securities Purchase Agreement (the "Agreement"), executed between
Salient and Haines Avenue, LLC. On November 14, 2000, entitles Salient to
sell on notice to Haines between $2,500,000 and $10,000,000 in shares of
common stock (the PUT Shares). In the event that the aggregate of PUT
Shares does not equal $2,500,000, Haines shall have the difference between
the value of the PUT Shares and $2,500,000 in Warrants (See Vesting Warrants,
Below). The Agreement terminates 24 months after the effective date of the
registration statement of which this Prospectus forms a part, upon the
purchase of $10,000,000 by Haines, or upon the earlier termination pursuant
to the terms of the Agreement.

The key terms of the Agreement are disclosed below:


PUT SHARES            We may, by notice to Haines, or its assign or assigns
(the "Investor"), require the Investor to purchase shares in our common
stock (the PUT Shares"). Each notice must be for a minimum of $50,000 and a
maximum equal to the lesser of (x) $2,000,000 and (y) 150% of the
weighted average daily price for the twenty Trading Day period prior to
the Date of Notice multiplied by the weighted average trading volume for
such twenty Trading Day period.

The Put Shares are fully assignable and divisible on issue.

TERMINATION          The Agreement terminates 24 months after the effective
                     date of the registration statement, upon the purchase
                     of $10,000,000 in shares by Haines, or upon the earlier
                     termination pursuant to the terms of the Agreement.


<PAGE>  09


CALCULATION OF
THE PRICE OF THE
PUT SHARES           The price per share of the PUT Shares is equal to 90%
                     of the average market price of the shares of Salient's
                     common stock over the 10 days after the notice to Haines
                     requiring the purchase of PUT Shares.

CERTAIN CONDITIONS
PRECEDENT TO REQUEST
FOR PUT SHARES, AND
PUT SHARE PRICE
ADJUSTMENTS          The price for the PUT Shares will be adjusted downward
                     if shares of common stock or warrants for share
                     purchases provide for a price lower than the price to be
                     paid by Haines.

                     The following are some of the major conditions that
                     must be met before Salient can require a purchase of

                     PUT Shares:

(1)                  Representations and Warranties.  Our representations
                     and warranties must be true and correct on the date the
                     PUT Shares are paid for or purchase of PUT Shares
                     requested. These representations and warranties include
                     definitive statements concerning liquidity, no materially
                     adverse changes, properly prepared financial statements,
                     all filings timely made and complete, no stoppage in
                     trading on any exchange or quotation system, and a valid
                     and effective registration statement for all PUT Shares
                     are

(2)                  Performance by us.  We must comply all covenants and
                     agreements required by the Transaction Documents (as
                     defined in the Agreement).

(3)                  Opinion of Counsel.  We must supply the Investor with a
                     Legal Opinion respecting the shares to be purchased.

(4)                  Certification. Our Chief Executive Officer must certify
                     that all terms and conditions of the Agreement have
                     been met and are continuing to be met.

(5)                  Transfer Agent.  The Investor shall have received
                     satisfactory evidence of Salient's delivery to its
                     transfer agent for the Common Stock of instructions
                     and legal opinion meeting the requirements of the
                     Agreement and acceptable to such transfer agent.

(6)                  Registration Statement.

(i)                  The Registration Statement must be declared effective
                     by the S.E.C. (the "Commission") prior to our issuing
                     stock to the Investor. The Registration Statement must
                     remain current for each draw down.


<PAGE>  10


(ii)                 The S.E.C. or NASD cannot take any action against us,
                     or threaten action.

(iii)                The Registration Statement must contain only true facts.

(iv)                 We cannot have knowledge of any fact which would render
                     the Registration Statement ineffective within 30 days
                     of any draw down.

(7)                  Adverse Changes.  There can be no materially adverse
                     fact or occurrence since the earlier of (i) the date of
                     filing of Salient's most recent SEC Document and (ii)
                     the last sale of PUT Shares.

(8)                  No Suspension of Trading In or Delisting of Common Stock.

(9)                  Principal Market Requirements; Compliance.  We must
                     insure all PUT Shares are tradable on NASDAQ OTC BB.

(10)                 Timing.  There must be at least 15 days between
                     drawdowns.

(11)                 Closing Threshold.  We must have a total trading volume
                     of $50,000 for the ten days preceding any drawdown.

(12)                 The Debenture must be in good standing,

CERTAIN COVENANTS    The Agreement contains certain covenants that provide
                     for monetary penalties if we do not comply with the
                     terms and condition of the Agreement.

                     If we offer any party shares at a price lower than
                     being paid by the Investor, then the Investor will pay
                     the lower price.

EVENTS OF DEFAULT
AND REMEDIES         If we default on this Agreement the Investor may
                     declare all sums, including but not limited to attorney
                     fees and penalties due and owing immediately.

                     If we default, any sums owing the Investor may be
                     converted to shares issuable pursuant to the Vesting
                     Warrant (see, "Vesting Warrant", below).

USE OF PROCEEDS      The proceeds from the purchase of PUT Shares are to be
                     used for working capital, and may not be used to pay
                     off liens, judgments, mortgages, or to retract common
                     shares.

VESTING WARRANT      At the time of the execution of the Agreement, the
                     Investor received a Vesting Warrant. This warrant is
                     exercisable until November 14, 2005.

                     The Warrant entitles the Investor to convert any
                     amounts owed by us to the Investor into common shares.
                     The exercise price is equal to the closing price of the
                     common shares on the day preceding the vesting of the
                     warrant. The price is adjustable downward in the event our
                     shareholders are offered shares at a lower price. Upon


<PAGE>  11


                     vesting, the Vesting Warrants are assignable and
                     divisible. The number of shares represented by the
                     warrant equal the exercise price divided by sum or sums
                     owed.

CLOSING WARRANT      At closing the Investor received an assignable,
                     divisible warrant exercisable until November 14, 2005,
                     for 750,000 shares in our common stock. The exercise
                     price is 125% of the price per PUT Share. The exercise
                     price is adjustable downward in the event our shareholders
                     are offered shares at a lower price. The Investor will
                     receive a warrant for a further 150,000 shares upon the
                     purchase of each $1,000,000 worth of PUT Shares by the
                     Investor.


REGISTRATION RIGHTS  We must register all shares issuable pursuant to the
                     terms of the Debenture and Closing Warrant with the
                     S.E.C. as soon as possible after the issue of the
                     Debenture.

   As the result of an amending agreement entered into on September 22,
2001, BrandAid, as consideration for the sale of Gemini to Haines, was
released from the $1,000,000 debenture, and the remaining $600,000 plus
costs and fees were converted into a non-recourse debt, except for the
final income (if any) from the sale or other resolution of the Futronix
situation. This was further secured by 18 percent of any consideration to
shareholders should BrandAid either merge with another business entity or
become the target of a reverse takeover.

   In an agreement among Trident Systems International, Inc., Futronix,
Inc., BrandAid, Haines Avenue, LLC., and Futronix Group (a public company),
in consideration of 85,000 common shares in the common stock of Futronix
Group, the Company entered into an agreement whereby Haines retired its
non-recourse debt, and all parties released each other from any claims
that may have existed by any party against any other.


Market Information.

   Our common stock is traded on the NASD over the counter Bulletin Board,
symbol BAMK. Trading began on June 18, 1998. The range for each quarter
quoted reflect inter-dealer prices and may not represent actual transactions.

Quarter         Year            Low     High      Volume

First           1999            $1.3125 $3.3125 1,505,900
Second          1999            $0.3125 $2.9375 2,530,000
Third           1999            $0.1875 $0.6250 1,566,200
Fourth          1999            $0.1875 $1.7500   194,600


<PAGE>  12


First           2000            $0.9375 $9.8750 4,917,200
Second          2000            $2.0625 $6.1875 3,420,700
Third           2000            $3.3750 $5.2500 4,644,100
Fourth          2000            $0.21   $3.75   3,935,471

First           2001            $0.16   $0.28   3,500,000
Second          2001            $0.06   $0.24   3,200,000
Third           2001            $0.03   $0.17   1,478,000
Fourth          2001            $0.02   $3.55   3,160,000

First           2002            $3.000  $5.2400 1,482,600
Second          2002            $2.7000 $8.7500 3,478,000
Third           2002            $0.6500 $3.7700 1,644,800
Fourth          2002            $0.3700 $2.4900 1,855,400


Dividends.

   The Company has never paid a cash dividend on its Common Stock and has no
present intention to declare or pay cash dividends on the Common Stock in
the foreseeable future. The Company intends to retain any earnings that it
may realize in the foreseeable future to finance its operations. Future
dividends, if any, will depend on earnings, financing requirements and other
factors.


         ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS.

   The following discussion and analysis relate to factors which have
affected the financial condition and results of our operations for the years
ended December 31, 2002, and December 31, 2001.

   The discussion below takes into account the disposition of both
subsidiaries, Gemini Learning Systems, Inc. and Futronix, Inc., as disclosed
above, and discussed further in "Material Events", below.

Discussion of Financial Information

   The discussion respecting our financial position utilizes the audited
consolidated financial statements attached to this Report for the fiscal
years ended December 31, 2001 and December 31, 2000.

   Operating revenues reflect the sale of both Gemini and Futronix, in that
the financial statements reflect that both businesses are discontinued
operations, and not going concerns. On that basis, the Company had no
revenues from ongoing operations in 2001, and sales of $1,583,589 in 2002.
The Gross profit, after calculating cost of goods sold was ($268,002).
This was due to the write off of all display purchases in the current year
as part of the Cost of Goods Sold, rather than amortizing the cost over a
number of years. This will lead to a truer picture of sales, costs, and
profits in future years.


<PAGE>  13


   General and administrative expenses were $1,631,616 for the fiscal year
ended December 31, 2001, as compared to $2,079,329 for the current year.

   The losses incurred as a result of the operations of Gemini and Futronix
(loss from discontinued operations) was $1,067,046 in the year ended
December 31, 2001. The Company also incurred losses on the disposal of
Gemini and Futronix in the sum of $1,855,655 in the current fiscal year.
The majority of this loss was due to the decrease in value of the stock
portion of the consideration for the sale of Futronix to Trident Systems
International, Inc. Thus, direct comparison to the current fiscal year is
not meaningful.

   The net loss for the fiscal year ended December 31, 2002 was $2,939,662
or ($0.79) per share, as compared to a net loss for the fiscal year ended
December 31, 2001 of $4,663,750, or ($7.13) per share. The net loss for the
period is primarily attributed to start up costs for its new business.
Management feels that the Company will be profitable in its new business
and income should improve considerably in fiscal 2003.

   On December 31, 2002, the cash and investment certificate position of the
Company was $4,636. Current assets on December 31, 2002 were $1,234,309.

Material Events

   On December 6, 1997, Sloan Electronics, Inc. merged with us to form a
Delaware corporation, continuing under the name, Sloan Electronics, Inc.

   During the third quarter 1999, the Company acquired, for stock, Gemini
Learning Systems, Inc., which operated as part of the Internet/technology
division of the company. Gemini Learning Systems, Inc. was sold by the
Company to Haines Avenue, LLC. on September 28, 2001.

   The agreements executed between the parties outlining the terms of the
abovementioned agreement are appended to the Report on Form 10QSB for the
period ended September 30, 2001, filed with the SEC on February 11, 2002.

   On Tuesday May 23, 2000, Salient Cybertech, Inc. (the "Company")
executed an agreement whereby it acquired Futronix, Inc. ("Futronix").
The acquisition was accomplished by the Company forming a Delaware
subsidiary, known as Salient Acquisition Corporation, with that corporation
merging with Futronix.  The surviving Corporation, continued to carry on
business as Futronix, Inc., a wholly owned subsidiary of the Company. The
transaction is more fully described in the Report on Form 8-K, filed on
May 25, 2000, with the Securities and Exchange Commission.

   On March 19, 2001, Futronix was sold to Trident Systems International,
Inc. for the sum of $8,000,000. The transaction involved the transfer of
400,000 restricted shares of Trident's common stock and $800,000 in cash
to Salient in exchange for all outstanding shares of Futronix. The terms
of the transaction were fully disclosed in a Report on Form 8-K filed with
the Securities and Exchange Commission on March 21, 2001, and said Report
is incorporated herein by reference.


<PAGE>  14


   The former owners of Futronix, Inc. asserted a claim that the transaction
was void as no transaction involving Futronix may take place without the
approval of the former owners of Futronix, Inc., Rande Newberry and Nevin
Jenkins.

   BrandAid commenced action in Florida Circuit Court for a Declaratory
Judgment stating that BrandAid owned Futronix at all material times, and
the sale of Futronix was a valid sale. The matter was amicably resolved,
with Haines Avenue, LLC. Releasing the Company from any claims it may have
had, and Futronix Group, parent to Futronix, Inc., issuing to the Company
85,000 common shares of its capital stock.

   In December, 2001, our shares were reverse split, with one share being
issued for every 20 shares currently held. The name of the Company was
changed to BrandAid Marketing Corporation and the trading symbol changed
to BAMK on December 24, 2001.

   On January 11, 2002, Jay Elliott was appointed CEO and President of
BrandAid. Jay has had a distinguished career of nearly two decades with
in-store marketing and advertising. He has a deep understanding of the
business and we're confident he will meet all of our.

   Paul Sloan, former President of BrandAid, was elected, at the 2002
Annual meeting of Shareholders as Secretary of the Company. In January
2003 he was also appointed Chief Operating Officer by the Board of
Directors.

Liquidity

   Unless the company receives a cash infusion of approximately $1,500,000,
it may have to curtail some or all of its operations. Management feels
that with the infusion, the Company will have the cash funds and necessary
liquidity to meet the needs of the company over the next year.

Accounting Policies and Procedures

   The Company follows generally accepted accounting principles in preparing
its financial statements, and has audited statements produced annually,
with its quarterly statements produced by its management and accountants.

Revenue Recognition

   Revenue is recognized using the accrual method of accounting.

Statements of Cash Flows

   Statements of Cash Flow are prepared quarterly, on a consolidated basis,
using generally accepted accounting principles and guidelines.

Inventory

   The Company keeps minimal inventory, manufacturing goods in response to
orders.


<PAGE>  15


Fixed Assets

   Fixed assets are valued based on their depreciated value. Depreciation
is calculated using the straight-line method.

Principles of Consolidation

   All Financial Statements are produced on a consolidated basis.

Statement Re: Computation of Earnings Per Share

   The Company has a simple capital structure as defined by APB Opinion
Number 15. Accordingly, earnings per share is calculated by dividing net
income by the weighted average shares outstanding.

Provision for Income Taxes

   Provisions for income tax are computed quarterly using the guidelines as
defined in the Federal and State Statutes.

	(For discussion, see "Liquidity", above).

         ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Included at Pages 28 through 46 hereof.

         ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                 ACCOUNTING AND FINANCIAL DISCLOSURE.

NONE

                                 PART III

         ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   The following sets forth the names and ages of all the Directors and
Executive Officers of the Company, positions held by such person, length of
service, when first elected or appointed and term of office.

                                 First Elected
                                or Appointed/Term    Position
Name                   Age          Position

Paul A. Sloan           44      1997                 Secretary, COO, Chairman


<PAGE>  16
                                                     of the Board.


Michael Solomon         58      2000                 Director
Kristian Baso  (a)      33      2001                 Director

Sean Zauser  (a)        33      2001                 Director

Darren Silverman (a)    32      2001                 Director

Jay Elliott (b)         49      2001                 President, CEO,
                                                     Director

___________________
(a)   Appointed to Board on November 14, 2001, appointment ratified by
      the Shareholders at the 2002 annual meeting.
(b)   Appointed to Board on January 11, 2002, appointment ratified by
      the Shareholders at the 2002 annual meeting.

Biographies of Directors, Officers.

   Jay H. Elliott is currently Chief Executive Officer at BrandAid
Communications Corporation. Prior to BrandAid, Mr. Elliott served as Chief
Executive Officer at eautoline.com, a business to business provider that
facilitates transactions between wholesale automotive car buyers and sellers.
In his role, he reorganized eautoline.com and focused the business
exclusively on the Company's unique e-Titling technology that allows the
paperless transfer and creation of automotive Titles. Mr. Elliott currently
serves on eautoline's Board of Directors.

   Before eautoline.com, Mr. Elliott was Executive Vice President of
CompuCOOK, an in-store marketing services and information company. CompuCOOK
delivers home meal solutions, recipes, promotions and other high value
information directly to consumers at retail. At CompuCOOK, Mr. Elliott was
responsible for all sales and retail operations that included a staff of
65 people. In less than two years, Mr. Elliott successfully guided CompuCOOK
by increasing revenue from under $1 million to over $4 million and
distribution from under 1,000 to over 3,500 major supermarkets nationally.

   Prior to CompuCOOK, Mr. Elliott was President and Chief Executive Officer
of Retail Marketing Network, Inc., an in-store marketing services company
and a subsidiary of American Media, a NYSE media company. At Retail
Marketing

   Network, Mr. Elliott introduced a revolutionary consumer promotion
property, The Paperless Coupon Network. In addition, he introduced two
new in-store media properties, ShelfSaver and ShelfTalk. Mr. Elliott
secured contracts from 12 out of the top 15 supermarkets chains and over
4,000 stores in little over two years. He guided revenues from under
$1 Million to over $4 Million before selling the Company to News America
Marketing.

   Prior to Retail Marketing Network, Mr. Elliott spent 12 years with
ActMedia, the nation's largest in-store marketing company. When he joined
ActMedia in 1982, the Company's revenues were under $2 Million and upon
his departure in 1994, revenue rose to over $200 million. In addition,
he was directly involved with the launch and development of 8 new in-store
advertising and promotion products. During the final 6 years, he was Vice
President of Sales where he managed a staff of 30+ salespeople and $65
Million in revenue.


<PAGE>  17


   Mr. Elliott has an undergraduate degree from Washington College and a
Master of Arts degree from University of Denver.

   Mr. Paul A. Sloan is Chairman , COO and Secretary of BrandAid, as well as
Director of the Company. Paul Sloan is Chairman and Secretary at BrandAid
Marketing Corporation.

   Mr. Sloan currently oversees BrandAid's day-to-day operations, financial
operations and its securities division, which is responsible for compliance
and filing matters involving the Securities and Exchange Commission and the
NASD, as well as, all investor issues.

   Prior to BrandAid, Mr. Sloan was Chairman and CEO of Salient Cybertech
Inc. a publicly traded holding company. At Salient Cybertech Inc, Mr. Sloan
was directly involved in the purchasing of subsidiary operations both
nationally and internationally. Mr. Sloan oversaw the public operation of
the company including the successful initial Filings with the U.S.
Securities and Exchange Commission and the NASAD that brought Salient
public. Under Mr. Sloan the company has remained in compliance of all rules
and regulations without exception.

   Prior to Salient, Mr. Sloan spent 8 years as President of Vorec
Corporation a Biometrics Technology Company where he oversaw day to day
operations and the development of a Biometric Voice Identification System
for which he was awarded a U.S. Patent. Vorec was successful in contracting
for installation of it's equipment with over 85 State and Local governments
in the US and with the State of Israel as well as, short term projects in
Singapore and the United Kingdom.

   Mr. Sloan has an undergraduate degree from Embry- Riddle Aeronautical
University.

   Mr. Darren Silverman is a member of the Board of directors and has
previous experience as a holder of a Series 7 license and working at
multiple stock brokerage firms in the financial industry. In addition,
Mr. Silverman has held various positions in the financial industry with
hedge fund/day trading and venture capital organizations. Mr. Silverman
is currently employed by the IDT Group, Inc.

   Mr. Sean Zausner has previous experience as a holder of a Series 7
license and working at multiple stock brokerage firms in the financial
industry. In addition, Mr. Zausner has held various positions in the
financial industry with hedge fund/day trading and venture capital
organizations. Mr. Zausner is currently employed by the IDT Group, Inc.

   Mr. Kristian Baso was appointed to fill the opening on the Board of
Directors created by a member's resignation. Mr. Baso has previous
experience as a holder of a Series 7 license and working at multiple
stock brokerage firms in the financial industry. In addition, Mr. Baso has
held various positions in the financial industry with hedge fund/day
trading and venture capital organizations. Mr. Baso is currently employed
by the IDT Group, Inc.


<PAGE>  18


   Mr. Michael Solomon retired from the New York City Police Department
after 15 years. Mr. Solomon founded Pro-Tech Security Systems, a company
that installs and services residential and commercial security systems,
after retirement from the New York City Police Department. Mr. Solomon
holds a Master's Degree in Criminal Justice Administration from New York
Institute of Technology.

              ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

The Directors received no cash or other compensation in 2002, or in 2001.

EXECUTIVE COMPENSATION

   The primary objectives of the Company's executive compensation structure
are to maintain executive compensation at competitive levels to retain
qualified personnel and to reward individuals for their respective
contributions to the Company's success. Bonuses may be granted in order
to reward and acknowledge employees for, among other things, individual
initiative and achievement. A number of factors are considered in
determining compensation of executives, such as historical financial
results, anticipated revenues and earnings for the next fiscal year,
individual contributions to, and length of service with, the Company,
compensation levels at other companies (both within and outside the
Company's industry), and equity and fairness within the top levels of
management. Decisions on executive officer compensation are, however,
primarily subjective.  No predetermined weight is generally assigned to
any of the factors mentioned above. A guideline in determining bonus
compensation for division presidents and other designated executive
officers has historically been the achievement of budgeted sales and
earnings levels, but no other specific corporate performance related
targets are otherwise used and the achievement of such goals is not, in
all cases, determinative of whether an executive officer will receive
bonus compensation or the amount of such compensation.

Summary Compensation Table:
Name and Principle                                    All Other Compensation
Position                         Year     Salary      Pecuniary       Shares

Paul Sloan,                     2000    $150,000(1)               35,000(2)
Secretary,                      2001     150,000
Chairman of Board               2002     175,000
of Directors

Kim Adolphe*                    2000     153,000(5)               25,000(4)
Director, and Pres.             2001     150,000                  41,200
of Subsidiary

Charles Tokarz                  2001      24,000(3)               11,250(3)
Chief Financial Officer         2002      24,000(3)               11,250(3)

Michael Solomon                 2000                              10,000(2)
Director

_____________


<PAGE>  19


*Gemini was sold in September, 2001, and Ms. Adolphe resigned as a Director
in November, 2001. The Company has filed a declaratory action to cancel all
shares of Ms. Adolphe.
 (1) Mr. Sloan's salary as full time President as of December 31, 2001 and
2000. This amount is accrued, unpaid to date, and payable by the Company.
 (2) Shares in stock option plan (unexercised).
 (3) Salary and stock Compensation for position as CFO.
 (4) Shares in stock option plan (unexercised).
 (5) Salary and auto expenses received from Subsidiary. This is consolidated
and carried back two years, even though the Subsidiary was only purchased
in September, 1999.

   In addition, the Company may award stock options to key employees,
members of management, directors and consultants under stock option programs
as bonuses based on service and performance.

    ITEM 12. Security Ownership of Certain Beneficial Owners and Management

Parents of the Company

   The following table discloses all persons who are parent of the Company
(as such term is defined in Securities and Exchange Commission Regulation C),
showing the basis of control and as to each parent, the percentage of voting
securities owned or other basis of control by its immediate parent if any.

NONE
______________________


Transaction with Promoters, if Organized Within the Past Five Years

   There have been no transactions with Promoters over the past five years.

Principal Stockholders

   As of December 31, 2002, the following persons (including any "group"
are, based on information available to the Company, beneficial owners of
more than five percent of the Company's common stock (its only class of
voting securities):

                   Name and Address      Amount and Nature of       Percent
Title of Class     of Beneficial Owner   Beneficial Ownership       of Class


Name of            Number of    Percentage   Preferred     Percentage
Beneficial Owner     Shares      of Common      Stock       of Common
                  Beneficially     Stock     Beneficially   Stock After
                     Owned                      Owned       Conversion

Paul Sloan           26,450        0.35%
Secretary,
Chairman

Michael Solomon       1,443        0.02%
Director


<PAGE>  20


Kristian Baso(a)          0        0.00%
Director

Sean Zauser(a)            0        0.00%
Director

Darren Silverman(a)       0        0.00%
Director

Jay Elliott  (a)     73,700        1.04%
President,
CEO, Director

IDT Group, Inc.      73,740        1.04%        0.67           13%


All Directors and
Officers as a
Group               175,333        2.45%
________________________________
NOTES TO TABLE:
(a) Officer and affiliate of IDT Group, Inc.


<PAGE>  21


Security Ownership of Management

   The following table discloses, as to each class of equity securities of
the registrant or any of its parents or subsidiaries other than directors'
qualifying shares, beneficially owned by all directors and nominees, the
names of each executive officer (as defined in Item 402[a][2] of Securities
and Exchange Commission Regulation SB), and directors and executive officers
of the registrant as a group, the total number of shares beneficially owned
and the percent of class so owned.  Of the number of shares shown, the
associated footnotes indicate the amount of shares with respect to which
such persons have the right to acquire beneficial ownership as specified
in Securities and Exchange Commission Rule 13(d)(1).

Name of            Number of    Percentage   Preferred     Percentage
Beneficial Owner     Shares      of Common      Stock       of Common
                  Beneficially     Stock     Beneficially   Stock After
                     Owned                      Owned       Conversion
Paul Sloan           26,450        0.35%
Secretary,
Chairman

Michael Solomon       1,443        0.02%
Director

Kristian Baso(a)          0        0.00%
Director

Sean Zauser(a)            0        0.00%
Director

Darren Silverman(a)       0        0.00%
Director

Jay Elliott  (a)     73,700        1.04%
President,
CEO, Director

IDT Group, Inc.      73,740        1.04%        0.67         13%


All Directors and
Officers as a
Group               175,333        2.45%
________________________________
NOTES TO TABLE:
(a) Officer and affiliate of IDT Group, Inc.
______________________


<PAGE>  22


        ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Transactions

   The following information pertains to all transaction during the last
two year, or proposed transactions, to which the Company was or is to be a
party, in which any of the following persons had or is to have a direct or
indirect material interest: any director or executive officer of the
Company: any nominee for election as a director; any principal security
holder listed below; and, any member of the immediate family (including
spouse, parents, children, siblings, and in-laws) of any of the foregoing
persons.

Name and Principle                            All Other Compensation
Position               Year     Salary       Pecuniary       Shares

Paul Sloan,            2002    $175,000(1)                0
Secretary,             2001    $150,000(1)                1,750(7)
Chairman of Board      2000    $150,000(1)               35,000(4)
of Directors           1999      78,000(2)               50,000(4)


Kim Adolphe*           2001     150,000                  41,200(6)(7)
Director, and Pres.    2000    $153,000(5)               25,000(4)
of Subsidiary          1999     123,000(5)            2,000,000(6)

Charles Tokarz         2002      24,000(8)               11,250(8)
Chief Financial        2001      24,000(8)               11,250(8)
Officer

Michael Solomon        2000                              10,000(2)
Director

_____________
NOTES TO TABLE:
* Gemini was sold in September, 2001, and Ms. Adolphe resigned as a Director
in November, 2001. The Company has filed a declaratory action to cancel all
shares of Ms. Adolphe.
(1) Mr. Sloan's salary as full time President as of December 31, 2000 and
2002. This amount is accrued, unpaid to date, and payable by the Company.
(2) Mr. Sloan received $0 as of December 31, 1999. This amount is accrued
and payable by the Company. Mr. Sloan received 10 shares of preferred
convertible stock, each share convertible into 1,500,000 common shares, of
which 6 were converted in 2001, prior to the 1 for 20 reverse split.
(4) Shares in stock option plan (unexercised).
(5) Salary and auto expenses received from Subsidiary. This is consolidated
and carried back two years, even though the Subsidiary was only purchased in
September, 1999.
(6) Shares received as compensation for the purchase of Gemini. The original
sale price was 20,000,000 shares, which were subject to the 1 for 10 reverse
split in November, 1999. These shares were further subject to a 1 for 20
stock split in December, 2001. There were 40,000 shares issued to offset
cash infused into Gemini in 2001(post split shares).
(7) Options received as Directors, none exercised. SEE, Directors
Compensation.
(8) Compensation as CFO.


<PAGE>  23


                               PART IV

 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

                (a)  The following documents are filed as a part
of this Report:
(1) Financial Statement.  The following Financial Statements are
filed as part of this Report:

                                                                       Page

    Report of Independent Public Accountants.                           28

    Balance Sheets: December 31, 2001.                                  29

    Statements of Operations: Year Ended December 31, 2001,
    Year Ended December 31, 1999.                                       30

    Statement of Stockholders' Equity: December 31, 2000,
    to December 31, 2001.                                               31

    Statement of Cash Flows: Year Ended December 31, 2001,
    Year Ended December 31, 2000.                                       33

    Notes to Financial Statements.                                      37

(2) Exhibits.       The following exhibits are filed as part of
this Report:

Exhibit No.     Item                                                   Page

24.6                Consent of Registrant's Auditors.                   46

99.1                Officers' Certifications                            47

(3)	Reports on Form 8-K filed in 2000 - 2001 and incorporated in the
current Report on Form 10-KSB by Reference:

1.	Report on Form 8-K filed on February 22, 2000, reporting the
resignation of a director.

2.	Report on Form 8-K filed on March 29, 2000 (amended on April 25,
2000), reporting the change of Accountants.

3.	Report on Form 8-K filed on May 1, 2000, reporting the change of
address.

4.	Report on Form 8-K filed on May 5, 2000, reporting the executive
employment agreement.

5.	Report on Form 8-K filed on May 23, 2000, reporting the purchase of
Futronix, Inc.

6.	Report on Form 8-K filed on September 21, 2000, reporting the
termination of consulting agreement.


<PAGE>  24


7.	Report on Form 8-K filed on November 22, 2000 (amended on November
28, 2000), reporting Debenture and Securities Purchase Agreement.

8.	Report on Form 8-K filed on November 27, 2000, Gemini Contract with
Nortel.

9.	Report on Form 8-K filed on January 23, 2001, Change of Accountants,
amended on January 31, 2001.

10.	Report on Form 8-K filed on March 21, 2001, sale of Futronix to
Trident Systems International, Inc.

11.	Report on Form 8-K filed on May 15, 2001, Legal Dispute with former
owners of Futronix.

12.	Report on Form 8-K filed on November 26, 2001, offer of position to
Jay Elliott.

13.	Report on Form 8-K filed on December 18, 2001, Name change and
Reverse Split.

14.	Report on Form 8-K filed on January 29,2002, Purchase of Assets and
company profile.

15.	Report on Form 8-K filed on February 14, 2002, Proforma Statements
respecting the sale of Gemini and Futronix.

(c) Other Filings Incorporated by Reference

   1. Proxy Statement on Form DEF 14A, filed on February 25, 2002.

   2. Quarterly Report on Form 10-QSB filed on February 15, 2002.

   3. Quarterly Report on Form 10-QSB/A filed on August 14, 2002.

   4. Quarterly Report on Form 10-QSB filed on November 14, 2002.



	SIGNATURES

   Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.

BrandAid Marketing Corporation


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

                /s/Charles Tokarz/s/          /s/Jay Elliott/s/
                   Charles Tokarz, CFO           Jay Elliott, President, CEO


<PAGE>  25


Date:	February 26, 2003.

Pursuant to the requirements of the Securities Exchange Act of 1934, This
report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.


BrandAid Marketing Corporation.


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

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

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


Date:	February 26, 2003.


<PAGE>  26


                      BRANDAID MARKETING CORPORATION
                     FORMERLY SALIENT CYBERTECH, INC.




                          REPORT ON AUDITS OF
                         FINANCIAL STATEMENTS



                  FOR THE YEAR ENDED DECEMBER 31, 2002













                                          Bobbitt, Pittenger & Company, P.A.


<PAGE>  27


                      BRANDAID MARKETING CORPORATION
                     FORMERLY SALIENT CYBERTECH, INC.




        CONTENTS                                      PAGE




FINANCIAL STATEMENTS:

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                28

BALANCE SHEET                                           29

STATEMENTS OF INCOME                                    30

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY            31

STATEMENTS OF CASH FLOWS                                33

NOTES TO FINANCIAL STATEMENTS                           37


<PAGE>  28


February 14, 2003




TO THE BOARD OF DIRECTORS
BrandAid Marketing Corporation
formerly Salient Cybertech, Inc.
Sarasota, Florida


                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

   We have audited the accompanying balance sheet of BrandAid Marketing
Corporation, formerly Salient Cybertech, Inc., as of December 31, 2002, and
the related statements of income, changes in stockholders' equity, and cash
flows for the year ended December 31, 2002 and the consolidated statements
of income, changes in stockholders' equity and cash flows for the year ended
December 31, 2001.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

   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
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the 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, based on our audits, the financial statements referred to
above present fairly, in all material respects the financial position of
BrandAid Marketing Corporation, formerly Salient Cybertech, Inc., and its
subsidiaries as of December 31, 2002 and the results of their operations and
cash flows for the years ending December 31, 2002 and 2001 in conformity
with accounting principles generally accepted in the United States of
America.

   The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note L to the
financial statements, the Company has suffered recurring losses from
operations that raises substantial doubt about its ability to continue as a
going concern.  Management's plans in regard to these matters are described
in Note L.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.




Certified Public Accountants


<PAGE>  29



                           BRANDAID MARKETING CORPORATION
                          FORMERLY SALIENT CYBERTECH, INC.

                                  BALANCE SHEET
                                DECEMBER 31, 2002

ASSETS

Cash                                               $    4,636
Accounts receivable, net of allowance of $54,700      158,927
Prepaid expenses                                        2,500

TOTAL CURRENT ASSETS                                  166,063

Equipment - net                                       622,453

Other assets                                          445,793

                                                   $1,234,309


LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable                                   $1,533,820
Accrued expenses                                      904,511
Accrued interest                                      176,095
Deferred revenue                                       97,566
Note payable                                           15,000
Notes payable - related party                         177,328

TOTAL CURRENT LIABILITIES                           2,904,320

STOCKHOLDERS' EQUITY
Common stock - authorized 4,000,000 shares;
par value $.001; issued and outstanding,
7,332,190 at December 31, 2002.                         7,332
Preferred stock - authorized 20,000,000 shares;
Series one:
Par value $.00, issued and outstanding 10.69
at December 31, 2002, convertible one share
to 1,500,000 common shares
Series two:
Par value $.00, 10% cumulative convertible stock,
276,004 issued and outstanding, convertible one
share into $10 of common stock
Additional paid-in capital                         14,433,439
Common stock to be issued                              74,985
Treasury stock                                     (1,954,675)
Accumulated deficit                               (14,231,092)

TOTAL STOCKHOLDERS' EQUITY                         (1,670,011)

                                                   $1,234,309

The accompanying notes are an integral part of these financial statements.


<PAGE>  30


                           BRANDAID MARKETING CORPORATION
                          FORMERLY SALIENT CYBERTECH, INC.

                               STATEMENTS OF INCOME
                      YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                         2002        2001
                                                                (Consolidated)


SALES                                              $1,583,589  $        -
COST OF SALES                                       1,851,591

GROSS PROFIT                                         (268,002)


EXPENSES
General and administrative                          2,079,329   1,631,616
Selling                                             1,274,380
Interest                                               26,208     109,433

                                                    3,379,917   1,741,049

OPERATING LOSS                                     (3,647,919) (1,741,049)

LOSS FROM CONTINUED OPERATIONS
BEFORE INCOME TAXES                                (3,647,919) (1,741,049)

INCOME TAXES                                                -           -

DISCONTINUED OPERATIONS:

LOSS FROM OPERATION OF
DISCONTINUED SUBSIDIARIES                                      (1,067,046)

LOSS ON DISPOSAL OF
DISCONTINUED SUBSIDIARIES                                      (1,855,655)

EXTRAORDINARY ITEM
Gain on extinguishments of debt                       708,257

NET LOSS                                          $(2,939,662)$(4,663,750)

NET LOSS PER SHARE,
CONTINUING OPERATIONS                             $      (.79)$     (2.66)

NET LOSS PER SHARE                                $      (.79)$     (7.13)



The accompanying notes are an integral part of these financial statements.


<PAGE>  31


                           BRANDAID MARKETING CORPORATION
                          FORMERLY SALIENT CYBERTECH, INC.

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FOR THE YEAR ENDED DECEMBER 31, 2002

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

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

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

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

Debt converted
to preferred
stock                  2,760,034                                     2,760,034

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

Preferred stock
converted to
common stock  5,054       (5,054)

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

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

Preferred stock
dividend                             69,000                 (69,000)

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

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

The accompanying notes are an integral part of these financial statements.


<PAGE>  32


                           BRANDAID MARKETING CORPORATION
                          FORMERLY SALIENT CYBERTECH, INC.

                    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FOR THE YEAR ENDED DECEMBER 31, 2001


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

Balance,
January 1,
2001        $   7,425  $ 8,075,659 $           $(6,558,680) $ 1,524,404

Common stock
issued
for
compensation   10,352      604,450                              614,802

Common stock
issued for
services        4,053      522,797                              526,850

Common stock
issued for
debt and
related
accrued
interest          300       12,271                               12,571

Reclassification
of debt to
additional paid-
in capital                  75,000                               75,000

Reverse stock
split 1:20    (21,023)      21,023

Purchase of
assets from
BrandAid
Communications
Corporation                           430,912                   430,912

Net loss                                        (4,663,750)  (4,663,750)

BALANCE,
December 31,
2001        $   1,107   $9,311,200  $ 430,912 $(11,222,430) $(1,479,211)



The accompanying notes are an integral part of these financial statements.


<PAGE>  33


                           BRANDAID MARKETING CORPORATION
                          FORMERLY SALIENT CYBERTECH, INC.

                            STATEMENTS OF CASH FLOWS

                                            For the years ended
                                                December 31,
                                            2002           2001
                                                     (Consolidated)

CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss                             $(2,939,662)   $(4,663,750)

Adjustments to
reconcile net
loss to net cash
used by operating
activities:
Depreciation                              77,394        226,665
Amortization                              77,644         85,844
Allowance for
doubtful accounts                         54,700
Stock issued for
compensation                               2,550        614,802
Stock issued for
services, net of
syndication costs                        650,256        526,850
Stock options issued
under vendors stock
option plan                            1,284,713
Prepaid vendor stock
option plan                             (445,793)
Gain on extinguishments of debt
and related accrued interest            (708,257)
Stock issued for debt and
accrued interest                                         12,571
Common stock to be issued                  5,985        430,912
(Increase) decrease in
operating assets:
Accounts receivable                     (130,809)       101,839
Inventory                                             1,001,255
Prepaid expenses                            (500)       (41,360)
Other assets                                 640        141,596
Increase (decrease) in
operating liabilities:
Accounts payable                       1,216,860       (935,170)
Accrued expenses                         318,343         42,543
Accrued interest                          26,107         95,556
Deferred revenue                          97,566

NET CASH USED BY
OPERATING ACTIVITIES                    (412,263)    (2,359,847)


<PAGE>  34


CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of property
and equipment                           (347,511)      (353,267)
Property and equipment
included in sale of
subsidiaries                                          4,286,058

NET CASH (USED) PROVIDED
BY INVESTING ACTIVITIES                 (347,511)     3,932,791

CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds of loans from
shareholder/related parties              805,360         89,545
Repayments to shareholder/related
parties                                  (41,000)
Proceeds of debenture                                   600,015
Debt included in sale of
subsidiary                                           (2,820,111)
Stock issued for debt                                   (10,000)
Repayment of loans                                     (114,171)

NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES                     764,360     (2,254,722)



The accompanying notes are an integral part of these financial statements.


<PAGE>  35


                           BRANDAID MARKETING CORPORATION
                          FORMERLY SALIENT CYBERTECH, INC.

                             STATEMENTS OF CASH FLOWS

                                            For the years ended
                                                December 31,
                                            2002           2001
                                                     (Consolidated)

NET INCREASE (DECREASE) IN CASH            4,586       (681,778)

CASH, at beginning of period                  50        681,828

CASH, at end of period               $     4,636    $        50

SUPPLEMENTAL DISCLOSURES:
Interest paid                        $         -    $    13,867

Schedule of non-cash investing
and financing transactions:

769,147 shares issued for
professional services                $   650,256

750 shares issued for
employee compensation                $     2,550

Common stock to be issued
for professional services            $     5,985

Treasury stock acquired from
shareholder in exchange for note
payable to shareholder               $(1,954,679)

Debt converted to preferred
stock                                $ 2,760,034

Vendor stock options issued
for services                         $ 1,284,713

Six shares of preferred stock
converted to 450,000
common shares, expensed as
compensation expense                                $   540,000

142,623 shares issued for
compensation expense                                $    74,802

202,645 shares issued for
services                                            $   526,850

401,008 shares issued for
purchase of assets                                  $   430,912

The accompanying notes are an integral part of these financial statements.


<PAGE>  36


                           BRANDAID MARKETING CORPORATION
                          FORMERLY SALIENT CYBERTECH, INC.

                             STATEMENTS OF CASH FLOWS

                                            For the years ended
                                                December 31,
                                            2002           2001
                                                     (Consolidated)

Sale of 100% stock in Futronix, Inc.
     Assets sold:
          Cash                                      $   322,902
          Accounts receivable                           185,434
          Inventory                                   1,045,420
          Property and other equipment                4,240,735
          Other assets                                   36,435
                                                      5,830,926
     Liabilities released:
          Payables and other accrued expenses         1,021,597
          Debt                                        2,995,920
                                                      4,017,517

     Net assets sold                                $ 1,813,409

     Payment for net assets sold:
          Cash                                      $    40,000
          Advances to Futronix                       (1,325,000)
          Loss on sale of subsidiary                  3,098,409

                                                    $ 1,813,409

Sale of 100% stock in Gemini
Learning Systems, Inc.
Assets sold:
     Property and equipment                         $    45,323
     Goodwill                                           102,694
     Other assets                                         6,223
                                                        154,240

Liabilities released:
     Bank overdraft                                       7,653
     Payables and accrued expenses                      207,305
     Intercompany liability                           1,536,636
     Related party debt                                 149,191
                                                      1,900,785

Net liabilities released                            $(1,746,545)

Transaction consideration:
     Advances to Gemini                             $(1,536,636)
     Release of bond debt                             1,000,000
     Gain on sale of subsidiary                      (1,209,909)

                                                    $(1,746,545)


The accompanying notes are an integral part of these financial statements.


<PAGE>  37


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

BrandAid Marketing Corporation formerly Salient Cybertech, Inc. (the
"Company") was incorporated on July 31, 1996 in the State of Delaware as
MAS Acquisition I Corp. ("MAS"), to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions.  On December 5, 1997, pursuant to the terms of an Agreement
of Merger (the "Agreement") between MAS and Sloan Electronics, Inc. ("Sloan
Electronics"), Sloan Electronics merged into MAS and MAS changed its name
to Sloan Electronics, Inc.

In September 1999, the Company acquired Gemini Learning Systems, Inc.
("Gemini").  Gemini which was incorporated under the laws of the Canadian
Province of Alberta in June 1990 is a software applications development
company, specializing in distance education and training solutions.  The
company created and marketed software technology.  In September 2001, Gemini
was sold to a bondholder in exchange for release of $1,000,000 of the total
$1,600,015 advanced to the Company  (see Note H).  The recorded investment
in Gemini at the time of the disposition was $(209,909) resulting in a gain
of $1,209,909.

In May 2000, the Company acquired Futronix, Inc. ("Futronix").  Established
in 1989, Futronix is an ISO 9002-certified consignment and turnkey contract
electronics manufacturer.  Futronix provides engineering, design, production
and in-circuit testing services, as well as full turnkey box building
manufacturing for both consumer products and commercial applications.  The
Company has customers throughout the United States. In March 2001, the
Company entered into an agreement to dispose of Futronix. It was sold to an
unrelated company.  The recorded investment in Futronix at the time of the
sale was $3,138,409.  The Company has transferred any remaining interest in
Futronix to a debenture holder in exchange for amendment to the debenture
(see Note K).  The loss on the sale of Futronix was recorded as $3,098,409.

In December 2001, the Company purchased assets from BrandAid Communications
Corporation.  These assets consisted of marketing contracts and fixed
assets.  The consideration for the purchase of the assets was 401,008
shares of the Company stock with the market value of the assets acquired of
$430,912.

Revenue and Expense Recognition

The Company prepares its financial statements on the accrual accounting
basis.  Consequently, certain revenue and related assets are recognized
when earned rather than when received, and certain expenses are recognized
when the obligation is incurred or the asset consumed, rather than when
paid.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which were wholly-owned, through the date of
disposition.  Significant intercompany accounts and transactions were
eliminated in consolidation.


<PAGE>  38


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America management is required
to make estimates and assumptions that affect the reported amounts of assets
and liabilities as of the date of the balance sheet and revenues and
expenses during the reporting period.  Actual results could differ from
those estimates.

Accounts Receivable

The Company extends unsecured credit to its customers in the ordinary course
of business.  The Company uses the allowance method to provide for
uncollectible accounts.  The allowance was $54,700 at December 31, 2002.
There was no allowance at December 31, 2001.

Equipment

Equipment is stated on the basis of cost.  Depreciation is computed
principally by the straight-line method.  Estimated useful lives of three
to five years are used for financial reporting.

Statements of Cash Flows

For purposes of reporting cash flows, the Company considers cash and cash
equivalents as those amounts which are not subject to restrictions or
penalties and have an original maturity of three months or less.  The
Company had no cash equivalents as of December 31, 2002 or 2001.

Earnings per Share

Basic earnings per share (EPS) is computed by dividing income available to
common shareholders by the weighted-average number of common shares
outstanding for the period.  Diluted EPS reflects the potential dilution
that could occur if dilutive securities and other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the Company.
Dilutive earnings per share are not shown, as the computation is considered
anti-dilutive.

Income Taxes

Income taxes would be provided using the liability method in accordance
with FASB Statement No. 109, Accounting for Income Taxes.

Advertising Expense

The cost of advertising is expensed as incurred.


<PAGE>  39


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock Based Income

The Company grants stock options for a fixed number of shares to employees
with an exercise price equal to the fair value of the shares at the date of
grant.  The Company accounts for stock option grants in accordance with APB
Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and
related Interpretations because the alternative fair value accounting
provided for under FASB Statement No. 123, Accounting for Stock-Based
Compensation, (FAS 123) requires the use of option valuation models that
were not developed for use in valuing employee stock options.  Under APB 25,
because the exercise price of the Company's employee stock options equals
the market price of the underlying stock on the date of grant, no
compensation expense is recognized.

Reclassifications

Certain reclassifications were made to the 2001 financial statements
presentation in order to conform to the 2002 financial statements
presentation.  Such reclassifications had no effect on net loss as
previously reported.

NOTE B - MERGERS AND ACQUISITIONS

On May 24, 2000, the Company acquired certain assets and the business of
Futronix, Inc., a manufacturer of electronic products, with a value of
approximately $3.2 million, which was funded through the issuance of common
stock.  The operations of Futronix, Inc. are included in the consolidated
statements of income through the date of disposition.  In March 2001, the
Company entered into an agreement to dispose of Futronix. (See Note A)  It
was sold to an unrelated company.  The recorded investment in Futronix at
the time of the sale was $3,138,409.  The loss on the sale of Futronix was
recorded as $3,098,409.  In February 2003 the Company received 85,000 shares
of Futronix in final settlement of the disposal of Futronix (see Note K).

On September 24, 1999, the Company purchased a Canadian corporation, Gemini
Learning Systems, Inc. ("Gemini").  The purchase price was two million
shares of common stock in the Company paid at closing.  In September 2001,
Gemini was sold to a bondholder in exchange for release of $1,000,000 of the
total $1,600,015 advanced to the Company. (See Note A)  The recorded
investment in Gemini at the time of the disposition was $(209,909) resulting
in a gain of $1,209,909.

NOTE C - EQUIPMENT - NET

Equipment consists of the following as of December 31, 2002:

Equipment                          $    707,17
Accumulated depreciation                84,726

                                  $    622,453


<PAGE>  40


Depreciation expense for the years ended December 31, 2002 and 2001 was
$77,394 and $226,665, respectively.

NOTE D - VENDOR STOCK OPTION PLAN

The Company entered into a vendor stock option plan with its largest vendor
in February, 2002.  The options vested and were granted effective March 11,
2002. The vendor elected to receive fifty percent of the cash value of the
vendor services contract with the Company in stock options and the
remaining fifty percent to be paid by the Company in cash.  The
determination of the number of options granted is based on a calculation
of the average closing price of the Company's publicly quoted stock price
for the prior ten trading days of the Company's common stock. The contract
price used in the option calculation was $2,570,000, of which fifty percent,
or $1,285,000 is to be paid in stock options.  Options granted under the
plan are for the purchase of the Company's common stock, par value $.001.
The option plan increases additional paid-in capital by $1,284,685. As of
December 31, 2002, $297,144 of services had been provided to the Company.
Based on the amounts billed and the life of the contract $445,793has been
included in other assets as prepaid vendor costs.  The remaining balance of
$541,748 has been included in selling expense for the year ended December
31, 2002.

NOTE E - COMMISSIONS PAYABLE

The Company pays certain employees base salaries plus commissions based on
sales.  Included in accrued expenses are commissions due of $135,541.
Certain employees salary and commission schedules were adjusted during the
year.  When the Company secures additional funding the salary and commission
structure will return to previous levels.

NOTE F - NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES


Note payable to an individual,
15% annual interest rate,
payable on demand.                          $     15,000

Notes Payable - Related Party

Note payable to a stockholder, 18%
compounded interest rate, payable on
demand.                                     $    100,000

Notes payable to the Company's president,
10% annual interest rate, payable
on demand.                                        67,328

Note payable to a stockholder, 20%
annual interest rate, maturity date of
March 1, 1996.                                    10,000

                                            $    177,328


<PAGE>  41


The Company has not repaid loans whose maturity dates have passed since no
funds were available.  Therefore, all debt is classified as current.
Interest continues to accrue under the same terms.

NOTE G - INCOME TAXES

At December 31, 2002, the Company has a net operating loss carry-forward of
approximately $15,600,000 that will be available to offset future taxable
income through 2016.  The net operating loss carry-forward begins to expire
in 2011 and may be limited because of a change of ownership in prior years.
Based on historical operations, management has elected to record a valuation
allowance equal to the deferred tax benefit of approximately $5,779,000,
calculated using an effective income tax rate of 37%.  The Company has no
significant differences between book and taxable income.

NOTE H - DISCONTINUED OPERATIONS

In March 2001, the Company sold its subsidiary, Futronix, Inc. (see Note K).
Income and expense through the date of disposal were as follows:

     Income                       $1,608,514
     Cost of sales                 1,663,130

     Gross profit                    (54,616)

     General and administrative      275,167
     Interest                         31,185

     Total expenses                  306,352

     Net income                   $ (360,968)


The loss on the discontinued segment was calculated as follows:

     Assets sold:
     Cash                         $  322,902
     Accounts receivable             185,434
     Inventory                     1,045,420
     Property and other equipment  4,240,735
     Other assets                     36,435
                                   5,830,926
     Liabilities released:
     Payables and other
     accrued expenses              1,021,597
     Debt                          2,995,920
                                   4,017,517

     Net assets sold             $ 1,813,409

     Payment for net assets sold:
     Cash                        $    40,000
     Advances to Futronix         (1,325,000)
     Loss on sale of subsidiary    3,098,409

                                 $ 1,813,409


<PAGE>  42


NOTE H - DISCONTINUED OPERATIONS (CONTINUED)

In September 2001, the Company sold its subsidiary, Gemini Learning Systems,
Inc. (see Note A).  Income and expense through the date of disposal were as
follows:

     Income                      $    87,492
     Cost of sales                     7,567

     Gross profit                     79,925

     General and administrative      750,260
     Interest                          9,271

     Total expenses                  759,531

     Net income                  $  (679,606)

The loss on the discontinued segment was calculated as follows:

Assets sold:
     Property and equipment      $    45,323
     Goodwill                        102,694
     Other assets                      6,223
                                     154,240

Liabilities released:
     Bank overdraft                    7,653
     Payables and accrued
     expenses                        207,305
     Intercompany liability        1,536,636
     Related party debt              149,191
                                   1,900,785

Net liabilities released         $(1,746,545)

Transaction consideration:
     Advances to Gemini          $(1,536,636)
     Release of bond debt          1,000,000
     Gain on sale of subsidiary   (1,209,909)

                                 $(1,746,545)


NOTE I - FAIR VALUE OF FINANCIAL INSTRUMENTS IN ACCORDANCE WITH THE
REQUIREMENTS OF SFAS NO. 107

The Company's financial instruments consist of all its assets and
liabilities.  The Company's management has determined that the fair value
of all of its financial instruments is equivalent to the carrying cost.


<PAGE>  43


NOTE J - STOCK TRANSACTIONS

In December 2002, the Company issued 23,500,000 shares of common stock to be
held in escrow pursuant to a purchase agreement with an independent party.
The shares have not been paid for and management after consultation with
outside legal counsel  does not believe these shares are part of the
outstanding shares of the Company until payment is made.  The Company
intends to request the return of the shares unless the shares are paid for
in the near future.

The Company purchased 164,500 shares of treasury stock in exchange for a
note payable to the shareholder in the amount of $1,954,679. In addition
the shareholder had loaned the Company additional funds for a total due to
the shareholder, of $2,560,535 at September 30, 2002.  The Company also owed
the Company Chairman $199,500. Effective September 30, 2002 the Company
issued 276,004 shares to convert the debt to preferred stock. The Series
Two Preferred Stock has a par value of $.00. It pays a ten percent
cumulative dividend in common stock and is convertible, upon approval of
the board of directors, one share into $10 dollars of common stock on the
day of conversion. The earliest conversion date is March 31, 2004.  A
preferred stock dividend of $69,000 has been included in common stock to be
issued as of December 31, 2002.

The Company issued common stock options to a vendor (see NOTE D).

In December 2001, the board of directors approved a one to twenty reverse
stock split.  All share amounts noted in the financial statements were
adjusted for the effect of the reverse split.

In May 1999, the board of directors approved changing the certificate of
incorporation to authorize 20,000,000 shares of preferred stock.  It then
issued 20 preferred shares to two key employees. Each of the twenty shares
of preferred stock was convertible to 1,500,000 shares of common stock at
the option of the holder of the preferred stock.  The conversion of 10
shares, however, is subject to permission of the Company's Chairman. During
the year ended December 31, 2002, 3.37 shares of preferred stock were
converted to 5,054,285 shares of common stock.  During the year ended
December 31, 2001, the Company's Chairman exercised the preferred stock
conversion feature and converted six preferred shares to 450,000 common
shares.  Shares converted prior to December 24, 2001 were subject to the
one for twenty reverse split.  The remaining shares will each convert to 1.5
million shares.

In January 2002, the Company issued 750 shares of common stock for employee
compensation.  In 2001, the Company issued 517,623 shares of common stock
for employee compensation, which includes the 450,000 shares to the
Company's Chairman for conversion of six shares of preferred stock.

Throughout 2002 and 2001, the Company issued a total of 769,147 and 202,645
shares, respectively, of common stock for consulting, legal, and other
services.

In December 2001, the Company purchased assets from BrandAid Communications,
Inc. (see Note A).  Consideration was 401,008 shares of common stock issued
January 10, 2002.


<PAGE>  44


NOTE K - COMMITMENTS AND CONTINGENCIES

The Company received 85,000 shares of Futronix, Inc. common stock in
February 2003 as a complete settlement related to the acquisition and
disposition of Futronix by the Company.  As there is very little or no
value associated with these shares at the current time, the shares will be
recorded at a nominal amount. The Company is a defendant in lawsuits related
to its various businesses. Management of the Company, after consultation
with outside legal counsel, is unable to predict the outcome of the
litigation or whether the various lawsuits will result in any material
adverse effect on the Company's financial position.  In accordance with
Statement of Financial Accounting Standards No. 5, the amount of loss, if
any, that may be ultimately realized has not been reflected in the
accompanying financial statements.

In the year ending December 31, 2001 the Company determined that debt
previously reported should have been recorded as additional paid-in capital.
The Company has re-classed $75,000 from debt to additional paid-in capital.
Interest accrued up until date of re-class totaled $23,081.  It is possible
that the Company could be subject to a claim for these funds.

In March 2001, the Company entered into a Convertible Debenture Purchase
Agreement ("March debenture") pursuant to which it obtained $600,015 in
additional funding from the limited liability company.  In December 2002
this debt plus accrued interest of $108,242 was forgiven in exchange for
withdrawal of all claims against Futronix (see above).

In September 2001, the Company transferred the Gemini stock to the debenture
holder in exchange for cancellation of the November 2000 debenture.  The
November debenture was held in escrow for ninety-five days following the
Gemini closing.  The debenture was canceled December 2001.  In addition,
the following amendments were made to the March debenture: 1) all rights
were waived to convert the debenture into common stock  2) the Company's
obligations to pay amounts due under the March debenture are non recourse
to the Company, but will be paid only out of the Futronix, Inc interests
(see Notes A and B) 3) right to demand payment under the March debenture
was waived until the earlier of June 30, 2001, the resolution of the
Futronix, Inc. lawsuit (see Notes A and B), receipt of Trident consideration,
any default by the Company under the Transaction Agreement, or any default
or breach by the Company.  During the year ended December 31, 2002, the
debenture holder agreed to forgive the March debenture with a recorded balance
of $600,015 plus accrued interest of $108,242 in exchange for
withdrawal of all claims against Futronix.  In February 2003, the Company
received 85,000 shares of common stock of Futronix in final settlement of
the transaction.

The Company leases office space on a month to month basis.

NOTE L - GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred
an accumulated deficit of approximately $14,000,000 and has a deficit in
working capital of approximately $2,738,000 and $1,930,000 as of December
31, 2002 and 2001, respectively.  The ability of the Company to continue
as a going concern is dependent on obtaining additional capital and
financing and operating at a profitable level.  The financial statements do
not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.


<PAGE>  45


NOTE M - NET LOSS PER SHARE

The following sets forth the computation of basic earnings per share.
Dilutive earnings per share have not been shown, as the computation is
considered anti-dilutive.  The per share amounts have been adjusted for
the one to twenty reverse stock split.

                                       2002            2001

NUMERATOR
Net loss                        $(2,939,662)     (4,663,750)
Preferred stock dividend            (69,000)

                                $(3,008,662)    $(4,663,750)

DENOMINATOR
Denominator for basic earnings
per share - weighted-average
shares                            3,796,745         654,094

Basic net loss per share        $      (.79)    $     (7.13)

NOTE N - RELATED PARTY TRANSACTIONS

The Company's chairman received 10 shares of $.00 preferred stock during the
year ending December 31, 2000.  Each share is convertible into 1,500,000
shares of the Company's common stock.  In 2001, the Company president
converted 6 preferred shares into 450,000 common shares, after adjustment
for the one for twenty reverse stock split.  He was also issued 42,545
shares for professional services performed.

The Company's legal counsel are also shareholders.  331,000 and 50,000
shares were issued to these firms for legal services provided during the
years ended December 31, 2002 and 2001, respectively.

The Company's accounting consultant was issued 4,540 and 11,250 shares for
his services during the years ended December 31, 2002 and 2001.

The Company's president is owed his full salary for the years ending
December 31, 2002, 2001, and 2000. $719,970 and $544,970 and the related
estimated payroll taxes have been included in accrued expenses as of
December 31, 2002 and 2001, respectively.


<PAGE>  46


                                EXHIBIT 24.6
                      Consent of Registrant's Auditors


February 26, 2003

Securities and Exchange Commission
Washington, D.C. 20549

RE:  BrandAid Marketing Corporation
     Annual Report on Form 10-KSB
     for the Period ending
     December 31, 2002.





Gentlemen:


   We have audited the balance sheet, and accompanying statements of the
Registrant for the 2002 fiscal year, ending on December 31, 2002, and
consent to the Auditor's reports, statements, and notes being filed with
the Annual Report on Form 10-KSB for the fiscal year ending on December 31,
2002, and with any amendment thereto.



/s/Bobbitt, Pittenger & Company, P.A./s/
Certified Public Accountants


<PAGE>  47


                              Exhibit 99.1
         Certification of CEO and CFO Respecting Financial Disclosure.


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


In connection with the Annual Report of BrandAid Marketing Corporation
(the "Company") on Form 10-KSB for the period ended December 31, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Jay Elliott, Chief Executive Officer of the Company,  certify,
pursuant to 18 U.S.C. (S)1350, as adopted pursuant to Section  906 of the
Sarbanes-Oxley Act of 2002, that:

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

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



                                            /s/Jay Elliott
                                            ------------------------------
                                            Jay Elliott
                                            Chief Executive Officer
                                            February 26, 2003


<PAGE>  48


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


In connection with the Annual Report of BrandAid Marketing Corporation
(the "Company") on Form 10-KSB for the period ended December 31, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Jay Elliott, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. (S)1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

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

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

                                              /s/Charles Tokarz
                                              ----------------------------
                                              Charles Tokarz
                                              Chief Accounting Officer
                                              February 26, 2003


<PAGE>  49