To: InAndOut who wrote (2060 ) 5/19/1999 2:01:00 PM From: David Sirk Read Replies (1) | Respond to of 4828
DD on SSCI!!! DD On February 2, 1999, management convened a Board Meeting and formally decided to approve a merger of the Company with Brandmakers, Inc. Brandmakers, Inc. is a Georgia domiciled company. Previous to the convening of this Board Meeting, Brandmakers, Inc. commenced discussions with the creditors of the Company and initiated, at its own expense, the preparation of an annual audit of the Company's operations for the year 1997. Brandmakers, Inc. will also pay the obligation of the Registrant which is owed to Delaware. Upon clearing comments with its Preliminary Proxy, the Company will be lawfully incorporated, validly existing and in good standing under the laws of the State of Delaware. PROPOSED OPERATIONS While the Registrant has no active management or ongoing operations and has not engaged in any business activities since September of 1997, Brandmakers, Inc. believes that it may be able to recover some value for the stockholders through the adoption and implementation of a Merger whereby Brandmakers, Inc. will be acquired by the Company and the Company will assume control over the properties and business operations of Brandmakers, Inc. At the same time, management of Brandmakers, Inc. will replace the former management and the principals of Brandmakers, Inc. will become the new Directors of the Company. If the Plan of Brandmakers is approved by the Stockholders, the Company's debt will be completely restructured and assumed by Brandmakers and the Company itself will be fully reactivated by merging all the existing operations of Brandmakers into the Company. [See Brandmakers Existing Operations] This part of the Plan is termed the Acquisition of Brandmakers. The Company will further be used as a corporate vehicle to seek, investigate and, if the results of such investigation warrant, effect a further business combination with a suitable privately-held company or other business opportunity presented to it by persons or firms that seek the perceived advantages of a publicly held corporation. (2) <PAGE> 3 Brandmakers, Inc. operates its corporate headquarters at 1325 Suite C, Capital Circle N.W., Lawrenceville, Georgia 30043. Its telephone number is (770) 338 1958 and its telecopier phone number is (770) 338 9331. Brandmakers' email address is brandmks@mindspring.com. Presently, Brandmakers' products consist of the following. brandmakers.com ------ Previous