To: Evan who wrote (1039 ) 4/19/2002 1:42:19 PM From: Evan Read Replies (1) | Respond to of 1453 Filing just out: SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) ____April 5, 2002 ____ _________________ Brandmakers, Inc. _________________ (Exact Name of Regristrant as Specified in Its Charter) _______________________ Utah ________________________ (State or Other Jurisdiction of Incorporation) _____ 0-28184 ____ _______ 37-1099747 _______ (Commission File Number) (IRS Employer Identification Number) _ 140 Satellite Bl. Suite C Suwanee, GA _ __ 30024 __ (Address of Principal Executive Offices) (Zip Code) ________________ 770 - 338 - 1958 ________________ (Registrant's Telephone Number, Including Area Code) __________________________________________________ (Former Name of Former Address, if Changed Since Last Report) Brandmakers, Inc. sold their ZOOM Communications division effective April 5, 2002 under an Asset Purchase Agreement with NTN Communications, Inc. (AMEX: NTN). Assets and Liabilities were transferred per Exhibit A which was the book value as of March 15, 2002. In addition, Brandmakers, Inc. received $20,000 of restricted common shares of NTN Communications, Inc. Brandmakers, Inc. was relieved from the responsibility of current losses as well as the liabilities. Russ Ford, President and Sal Veni, Chief Operating Officer, resigned their positions with Brandmakers to manage the division for NTN. Brandmakers restructured the outstanding debt of $518,400 with Multi-Page Communications, reducing the note to $100,000 with $5,000 down and $95,000 amortized over five years at 9% interest with a balloon payment at the end of one year. However, the full amount less payments will remain on the balance sheet until the final payment is made. All payments must be made on a timely basis with a thirty day grace period. Book Value As of March 15, 2002 ZOOM Communications Division Assets: Accounts Receivable Factored $ 90,047.36 90 days from invoice date 21.311.17 Other 18,363.83 ----------- 129,722.36 Prepaid inventory 2,995.00 Inventory 45,052.04 Demo Systems 11,898.50 Advanced Replacement Systems 11,272.50 Fixed Assets, Net 92,966.17 ----------- Total Assets $ 293,906.57 ----------- Liabilities Accounts Payable $ 234,284.20 Line of Credit 72,265.22 Deferred Revenue: Credit Balances in A/R 7,213.35 ----------- Total Liabilities 313,762.77 ----------- Net Book Value (19,856.20) ===========