SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
October 20, 1999 (October 15, 1999)
Mason Oil Company, Inc.
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(Exact Name of Registrant as Specified in Charter)
Utah 800-28184 37-0278175
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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6637 Ravenwood Drive, Sarasota Florida 34243
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (941) 351-3102
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
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On October 15, 1999, Mason Oil Company, Inc. issued a press release (the "Press
Release") announcing that it has entered into an agreement, subject to the
satisfaction of certain conditions, to acquire substantially all of the assets
of BrandMakers, Inc., a closely-held Georgia corporation, in exchange for
89,000,000 shares of Mason Oil Company, Inc. common stock. The Press Release is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits:
99.1 Press Release dated October 15, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MASON OIL COMPANY, INC.
DATED: OCTOBER 20, 1999 BY: :/S/ PAUL B. INGRAM
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Paul B. Ingram
President
EXHIBIT 99.1
MASON OIL AGREES TO ACQUIRE BRANDMAKERS
Acquisition Represents a Change in Business Focus for Mason Oil
SARASOTA, FLORIDA AND LAWRENCEVILLE, GEORGIA
Mason Oil Company, Inc. ("Mason")(OTC BB: MSNO) and BrandMakers, Inc.
("BrandMakers") jointly announced today that they have executed an agreement
pursuant to which, subject to the satisfaction of certain conditions, Mason
would acquire substantially all of the assets of BrandMakers, a closely held
Georgia corporation. This transaction represents a change in Mason's business
focus. BrandMakers is a diversified company engaged in telecommunications,
internet technology, software and advertising. Following the transaction, Mason
expects to direct its business efforts toward the advancement of the businesses
previously pursued by BrandMakers.
Mason has previously been positioning itself to participate in acquisition,
development and operation of selected oil and gas properties, primarily in
Australia and Southeast Asia. Due to inability to obtain the financing required
to further pursue such efforts, Mason has explored alternative business
opportunities. Mason is pleased to announce the execution of the agreement with
BrandMakers as the culmination of this effort.
The BrandMakers assets will be acquired in consideration for the issuance of
89,000,000 shares of Mason's Common Stock. After giving effect to the
transaction, BrandMakers or its shareholders would hold shares representing an
approximately 85% equity interest in Mason.
The closing of the transaction is subject to the fulfillment of certain
conditions, including satisfactory completion of Mason's due diligence review of
BrandMakers' business and assets, receipt of all requisite consents and
authorizations, and satisfaction of certain obligations currently owed by Mason.
Upon the closing of the transaction, the Mason Board of Directors and officers
will be reconstituted to reflect the new stock ownership. Disposition of Mason's
current interests and licenses with respect to petroleum exploration and
production properties, as well as other existing assets, will be considered
following the acquisition. It is anticipated that an amendment of Mason's
Articles of Incorporation will be proposed to effect a name change, consistent
with the change in business focus.
This news release contains forward-looking statements that involve risks and
uncertainties, including, but not limited to a risk that the closing of the
above-referenced transaction will not occur, due to a failure of the various
conditions thereto.
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Contacts:
For Mason Oil Company, Inc.
Paul B. Ingram, President
(941) 351-3102
For BrandMakers, Inc.
Geoff Williams, President
(770) 338-1958
