UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: May 23, 2000
Commission file number 0-28184
BRANDMAKERS, INC.
(Exact name of small business issuer as specified in its charter)
Utah 37-1099747
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1325 Capital Circle, NW Lawrenceville, Georgia 30043
(Address of principal executive offices)
(770) 338-1958
(Issuer's telephone number)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In December, 1999 the Registrant engaged Bearden & Smith, P.C. (Bearden), an
independent accounting firm, to provide certain accounting consulting services
to the Registrant related to the proper accounting for certain recent
transactions of the Registrant. On May 23, 2000, the Registrant terminated its
relationship with Ehrhardt Keefe Steiner & Hottman PC (EKS&H), who had served as
principal accountant to audit the financial statements of the Registrant. The
termination was due to a change in control of the Registrant's management and
geographic considerations. Following such termination, the Board of Directors of
the Registrant approved the engagement of Bearden as the Registrant's principal
accountant and replacement for EKS&H. The Board approved the engagement of
Bearden because it had the resources and geographical location needed to serve
the Registrant as its business grows.
EKS&H's report on the Registrant's financial statements for each of the last two
years did not contain an adverse opinion or a disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Registrant's two most recent fiscal years and the subsequent interim
period preceding the termination of EKS&H, there were no disagreements with
EKS&H on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of EKS&H, would have caused it to make a reference
to the subject matter of the disagreement(s) in connection with its report.
EKS&H did not advise the Registrant during the Registrant's two most recent
fiscal years or during the subsequent interim period preceding EKS&H's
termination:
(a) that the internal controls necessary for the Registrant to develop reliable
financial statements did not exist;
(b) that information had come to its attention that had led it to no longer be
able to rely on management's representation, or that had made it unwilling
to be associated with the financial statements prepared by management.
(c) of the need to expand significantly the scope of its audit, or that
information had come to its attention during the two most recent fiscal
years or any subsequent interim period that if further investigated might
(i) materially have impacted the fairness or reliability of either: a
previously issued audit report or the underlying financial statements, or
the financial statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial statements
covered by an audit report or (ii) have caused it to be unwilling to rely
on management's representations or be associated with the Registrant's
financial statements; or
-2-
<PAGE>
(d) that information had come to its attention that it had concluded materially
impacts the fairness or reliability of either (i) a previously issued audit
report or the underlying financial statements, or (ii) the financial
statements issued or to be issued covering the fiscal period(s) subsequent
to the date of the most recent financial statements covered by an audit
report.
EKS&H was authorized by the Registrant to respond fully to inquiries of Bearden.
Except such advice as has been provided by Bearden in connection with consulting
services related to the proper accounting for certain recent transactions of the
Registrant, during the two most recent fiscal years and during the interim
period prior to engaging Bearden, neither the Registrant nor anyone on its
behalf consulted Bearden regarding either: (a) the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Registrant's financial
statements, and neither a written report nor oral advice was provided to the
Registrant that Bearden concluded was an important factor considered by the
Registrant in reaching a decision as to an accounting, auditing or financial
reporting issue; or (b) any matter that was the subject of either a disagreement
or any other event described above.
Letters from EKS&H and Bearden addressed to the Securities and Exchange
Commission have been requested and will be filed with the Commission within ten
business days after the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Brandmakers, Inc.
(REGISTRANT)
By: /s/Geoff Williams
Director & Chief Executive Officer
May 30, 2000
(Date)
-3-
