For the record:
BRANDMAKERS INC
Form: S-8 Filing Date: 7/22/2002 Filing Index
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_________________
Brandmakers, Inc.
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(Exact Name of Registrant as Specified in its Charter)
140 Satellite Blvd., Ste. C
State of Utah Suwannee, GA 30024 37-1099747
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(State or Other (Address, including zip (I.R.S. Employer
Jurisdiction of code of principal Identification
Incorporation or executive office) Number)
Organization)
Brandmakers, Inc.
2002 Consulting Services Agreement
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(Full title of the plan)
Joy Williams
140 Satellite Blvd., Ste. C
Suwannee, GA. 30024
770-338-1958
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(Name, address, and telephone number,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock 4,000,000 $0.01 $40,000 $3.68
Shares
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Approximate date of proposed sales pursuant to the plan:
As soon as practicable after this Registration Statement becomes effective.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Annual Report on Form 10-KSB for the year ended
June 30, 2001, the Company's Current Report on Form 8-K filed April 19, 2002
and the Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2001, December 31, 2001 and March 31, 2002, all filed by the
Company with the Commission, are incorporated herein by reference:
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold,
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 200,000,000 shares of common stock,
$0.001 par value per share, of which 124,567,147 shares are issued and
outstanding as of the date hereof. The outstanding shares of common stock are
fully paid and non-assessable. The holders of common stock are entitled to one
vote per share for the election of directors and with respect to all other
matters submitted to a vote of stockholders. Shares of common stock do not
have cumulative voting rights, which means that the holders of more than 50% of
such shares voting for the election of directors can elect 100% of the
directors if they choose to do so. The Company's common stock does not have
preemptive rights, meaning that the common shareholders' ownership interest in
the Company would be diluted if additional shares of common stock are
subsequently issued, and the existing shareholders are not granted the right to
maintain their ownership interest in the Company. Upon any liquidation,
dissolution or winding-up, the Company's assets, after the payment of debts and
liabilities and any liquidation preferences of, and unpaid dividends on, any
class of preferred stock then outstanding, will be distributed pro-rata to the
holders of the common stock. The holders of the common stock do not have
preemptive or conversion rights to subscribe for any other securities and have
no right to require the Company to redeem or purchase their shares. The
holders of Common Stock are entitled to share equally in dividends, if, as and
when declared by the Board of Directors, out of funds legally available
therefor, subject to the priorities given to any class of preferred stock which
may be issued.
The Company has not paid any cash dividends. The payment of dividends,
if any, on the common stock in the future is within the sole discretion of the
Board of Directors and will depend upon earnings, capital requirements,
financial condition, and other relevant factors. The Board of Directors does
not intend to declare any dividends on the common stock in the foreseeable
future, but instead intends to retain all earnings, if any, for use in business
operations.
The Company uses Standard Registrar and Transfer, Inc., in Draper, Utah as
its transfer agent for the common stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation eliminate liability of its
directors and officers for breaches of fiduciary duties as directors and
officers, except to the extent otherwise required by the Utah Revised Statutes
and where the breach involves intentional misconduct, fraud or a knowing
violation of the law.
Item 8. EXHIBITS.
5 Opinion re legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
Item 9. UNDERTAKINGS.
A. UNDERTAKINGS RELATING TO DELAYED OR CONTINUOUS OFFERINGS OF
SECURITIES
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
B. UNDERTAKING RELATING TO THE INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. UNDERTAKING RELATING TO THE INCORPORATION OF ANNUAL REPORT TO
STOCKHOLDERS
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security-holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
D. UNDERTAKING RELATING TO REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on July, 8 2002.
Brandmakers, Inc.
By: /s/ Geoff Williams
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Geoff Williams, C.E.O.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Geoff Williams Director, Chief July 18, 2002
------------------- Executive Officer
Geoff Williams
/s/ Joy Williams Director, Chief Financial July 18, 2002
------------------- and Accounting Officer
Joy Williams
/s/ Robert Palmquist Director July 18, 2002
-------------------
Robert Palmquist
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EXHIBIT INDEX
Exhibit
Number Title
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5 Opinion re legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in the Registration Statement
(No. _________) on Form S-8 of Brandmakers, Inc. of our report dated
August 2, 2001, which appears in Brandmakers, Inc.'s annual report on
Form 10-KSB for the year ended June 30, 2001.
Bearden & Smith, P.C.
Atlanta, Georgia
July 12, 2002
TYPE: EX-5 OTHERDOC
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FILENAME: bm232s8071802.txt
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OTHERDOC AVAILABLE Series=bm232s8071802.txt Ver="": Document is copied.
July 18, 2002
Brandmakers, Inc.
140 Satellite Blvd., Ste. C
Suwannee, GA. 30024
Re: Brandmakers, Inc.
2002 Consulting Services Agreement
Ladies and Gentlemen:
I have reviewed and am familiar with the referenced agreement, and the
Articles of Incorporation and bylaws of Brandmakers, Inc. In my opinion, upon
sale pursuant to an effective Registration Statement on Form S-8, the
securities to be issued under the agreement will be validly issued, fully paid
and nonassessable. I hereby consent to the inclusion of my opinion in such
Registration Statement on Form S-8.
Sincerely,
THOMAS P. MCNAMARA, P.A.
By: /s/ Thomas P. McNamara
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Thomas P. McNamara |
