10QSB 1 bmi06q3.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-83351 BRONZE MARKETING, INC. (Exact name of registrant as specified in its charter) NEVADA 87-0578370 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 311 South State Street, Suite 440, Salt Lake City, Utah 84111 (Address of principal executive offices) (801) 531-0066 (Registrant's telephone number, including area code) 426 South 1000 East, Salt Lake City, Utah 84106 (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. YES [X ] NO [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ] The number of $.001 par value common shares outstanding at September 30, 2006: 1,500,000 FORWARD-LOOKING STATEMENT NOTICE When used in this report, the words "may," "will," "expect," "anticipate,""continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS See attached. BRONZE MARKETING, INC. [A Development Stage Company] UNAUDITED CONDENSED FINANCIAL STATEMENTS September 30, 2006 BRONZE MARKETING, INC. [A Development Stage Company] CONTENTS PAGE - Unaudited Condensed Balance Sheet, September 30, 2006 2 - Unaudited Condensed Statements of Operations, for the three and nine months ended September 30, 2006 and 2005 and from inception on May 1, 1997 through September 30, 2006 3 - 4 - Unaudited Condensed Statements of Cash Flows, for the nine months ended September 30, 2006 and 2005 and from inception on May 1, 1997 through September 30, 2006 5 - Notes to Unaudited Condensed Financial Statements 6 - 8 BRONZE MARKETING, INC. [A Development Stage Company] UNAUDITED CONDENSED BALANCE SHEET ASSETS September 30, 2006 ___________ (Unaudited) CURRENT ASSETS: Cash $ - ___________ Total Current Assets - ___________ Total Assets $ - ___________ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 396 Accounts payable - related party - Advances from related party - Accrued interest to related party - ___________ Total Current Liabilities 396 ___________ Total Liabilities 396 ___________ STOCKHOLDERS' EQUITY (DEFICIT): Preferred stock, $.001 par value, 1,000,000 shares authorized, no shares issued and outstanding - Common stock, $.001 par value, 100,000,000 shares authorized, 1,500,000 shares issued and outstanding 1,500 Capital in excess of par value 222,644 Deficit accumulated during the development stage (224,540) ___________ Total Stockholders' Equity (Deficit) (396) ___________ $ - ___________ The accompanying notes are an integral part of these unaudited condensed financial statements. -2- BRONZE MARKETING, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF OPERATIONS For the For The From Three Months Nine Months Inception Ended Ended on September 30, September 30, May 1, 1997 _________________ __________________ Through 2006 2005 2006 2005 Sept. 30, 2006 _______ ________ ________ ________ _________ REVENUE $ - $ - $ - $ - $ - EXPENSES: General and administrative 2,153 1,510 7,847 5,710 30,595 Loss on unsuccessful acquisition - - - - 119,000 _______ ________ ________ ________ _________ Total Expenses 2,153 1,510 7,847 5,710 149,595 _______ ________ ________ ________ _________ LOSS BEFORE OTHER (EXPENSE) (2,153) (1,510) (7,847) (5,710) (149,595) Other Income (Expense): Interest Expense - Related Party (147) - (234) - (1,070) _______ ________ ________ ________ _________ LOSS BEFORE INCOME TAXES (2,300) (1,510) (8,081) (5,710) (150,665) CURRENT TAX EXPENSE - - - - - DEFERRED TAX EXPENSE - - - - - LOSS FROM CONTINUING _______ ________ ________ ________ _________ OPERATIONS (2,300) (1,510) (8,081) (5,710) (150,665) _______ ________ ________ ________ _________ DISCONTINUED OPERATIONS: Loss from operations of discontinued bronze artwork marketing business (net of $0 in income taxes) - - - - (73,209) Gain (loss) on disposal of discontinued operations (net of $0 in income taxes) - - - - - _______ ________ ________ ________ _________ LOSS FROM DISCONTINUED OPERATIONS - - - - (73,209) _______ ________ ________ ________ _________ CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE - - - - (666) _______ ________ ________ ________ _________ NET LOSS $(2,300) $(1,510) $(8,081) $(5,710) $(224,540) _______ ________ ________ ________ _________ The accompanying notes are an integral part of these unaudited condensed financial statements. -3- BRONZE MARKETING, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF OPERATIONS [CONTINUED] For the For The Three Months Nine Months Ended Ended September 30, September 30, _________________ __________________ 2006 2005 2006 2005 _______ ________ ________ ________ LOSS PER COMMON SHARE: Continuing operations $ (.00) $ (.00) $ (.00) $ (.00) Operations of discontinued bronze artwork marketing business - - - - Gain (loss) on disposal of discontinued operations - - - - Cumulative effect of change in accounting principle - - - - _______ ________ ________ ________ Net Loss Per Common Share $ (.00) $ (.00) $ (.00) $ (.00) _______ ________ ________ ________ The accompanying notes are an integral part of these unaudited condensed financial statements. -4- BRONZE MARKETING, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the From Nine Months Inception Ended On May 1, September 30, 1997 Through __________________ Sept. 30 2006 2005 2006 ________ ________ __________ Cash Flows from Operating Activities: Net loss $(8,081) $(5,710) $(224,540) Adjustments to reconcile net loss to net cash used by operating activities: Noncash stock issued for services rendered - - 112,500 Inventory adjustment - - 11,725 Bad debt expense - related party - - 25,860 Effect of change in accounting principle - - 666 Amortization expense - - 334 Changes in assets and liabilities: Decrease in inventory - - 11,725 (Increase) in interest receivable - related party - - (3,821) Increase (decrease) in accounts payable (57) (1,570) 396 Increase in accrued interest - related party - - 836 ________ ________ __________ Net Cash (Used) by Operating Activities (8,138) (7,280) (64,319) ________ ________ __________ Cash Flows from Investing Activities: Payment of organization costs - - (1,000) (Increase) in note receivable - related party - - (36,489) (Increase) in advance receivable - related party - - (9,000) ________ ________ __________ Net Cash (Used) by Investing Activities - - (46,489) ________ ________ __________ Cash Flows from Financing Activities: Proceeds from common stock issuance - - 57,900 Proceeds from advances from shareholders - - 38,092 Stock offering costs - - (4,924) Capital Contribution 8,138 7,280 19,740 ________ ________ __________ Net Cash Provided by Financing Activities 8,138 7,280 110,808 ________ ________ __________ Net Increase (Decrease) in Cash - - - Cash at Beginning of Period - - - ________ ________ __________ Cash at End of Period $ - $ - $ - ________ ________ __________ Supplemental Disclosures of Cash Flow Information: Cash paid during the periods for: Interest $ - $ - $ - Income taxes $ - $ - $ - Supplemental Schedule of Noncash Investing and Financing Activities: For the nine months ended September 30, 2006: None For the nine months ended September 30, 2005: None The accompanying notes are an integral part of these unaudited condensed financial statements. -5- BRONZE MARKETING, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - Bronze Marketing, Inc. ("the Company") was organized under the laws of the State of Nevada on May 1, 1997. The Company initially engaged in the business of providing inventory financing to facilitate the marketing of bronze artwork and sculptures created by a relative of the Company's President. The Company received royalties from the sale of the inventory. However, during 1999, the Company restructured its business plans to market its inventory of bronze artwork and sculptures. The Company discontinued its bronze artwork marketing business effective December 31, 2002. The Company has not generated significant revenues and is considered a development stage company as defined in Statement of Financial Accounting Standards No. 7. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors. Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2006 and 2005 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2005 audited financial statements. The results of operations for the periods ended September 30, 2006 and 2005 are not necessarily indicative of the operating results for the full year. NOTE 2 - CAPITAL STOCK Capital Contribution - In September 2006 an officer/shareholder of the Company forgave advances payable and accrued interest in the amount of $8,138. In accordance with AICPA Technical Practice Aids, Practice Alert 00-1, "Accounting for Certain Equity Transactions, Extinguishment of Related Party Debt", the forgiveness has been charged to Capital in excess of par value. NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. -6- BRONZE MARKETING, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 4- RELATED PARTY TRANSACTIONS Advances From Shareholders - At September 30, 2006 an officer/shareholder of the Company had loaned a total of $7,904 to the Company. The advances bear interest at 10% per annum and are due on demand. Accrued interest expense at September 30, 2006 amounted to $234. On September 30, 2006 the officer forgave the advances made to the Company. The forgiveness of debt was accounted for as a capital contribution. Legal Services - An entity owned by an officer/shareholder of the Company provided legal services for the Company. Legal fees to the entity for the nine months ended September 30, 2006 amounted to $2,775. NOTE 5 - LOSS PER SHARE For the For the Three Months Nine Months Ended Ended September 30, September 30, ____________________ ____________________ 2006 2005 2006 2005 _________ _________ _________ _________ Loss from continuing operations (numerator) $(2,300) $ (1,510) $ (8,081) $ (5,710) Loss from discontinued operations (numerator) - - - - Gain (loss) on disposal of discontinued operations (numerator) - - - - Cumulative effect of change in accounting principle (numerator) - - - - _________ _________ _________ _________ Loss available to common shareholders (numerator) $ (2,300) $ (1,510) $ (8,081) $ (5,710) _________ _________ _________ _________ Weighted average number of common shares outstanding during the period used in loss per share (denominator) 1,500,000 1,500,000 1,500,000 1,500,000 _________ _________ _________ _________ Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share. NOTE 6 - SUBSEQUENT EVENT On November 3, 2006, the Corporation completed the closing of a stock sale transaction wherein it sold 135,000 shares of Series A Voting Convertible Preferred Stock for $425,000 to Halter Financial Investment, LP, an unrelated third-party purchaser. These shares have 100 votes per share and therefore represent voting control of the Corporation. -7- BRONZE MARKETING, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 6 - SUBSEQUENT EVENT (Continued) The Series A Preferred Stock is convertible to common stock at the option of the holder(s) thereof at any time, but not prior to the earliest of: 1) the Corporation's completion of the acquisition of an operating business; 2) March 31, 2007; or 3) a waiver by the board of directors. The Preferred Stock can also be required to be converted by the holder(s) thereof at the direction of the board of directors of the Corporation. In connection with the stock sale the Corporation has declared a special cash dividend in the aggregate amount of $417,500, or $0.278333 per share, as to its 1,500,000 shares of common stock outstanding on November 14, 2006 (Record Date). The Payment Date is November 27, 2006. The holder of the Series A Preferred Stock is not entitled to participate in the dividend. On October 26, 2006, Thomas G. Kimble, a principal stockholder of the Corporation, replaced Heather Hamby as the sole director and officer of the Corporation. On November 3, 2006, Timothy P. Halter, the principal owner of Halter Financial Investments, LP, was appointed as a member of the board of directors of the Corporation along with Mr. Kimble and replaced Mr. Kimble as the sole executive officer of the Corporation. -8- ITEM 2: MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATIONS The Company was incorporated May 1, 1997. Upon inception, the Company issued 900,000 shares of common stock to its founding stockholders. On May 22, 1997, the Company commenced a public offering of up to 100,000 shares of its common stock, in reliance upon Rule 504 of Regulation D, promulgated by the U.S. Securities & Exchange Commission under the Securities Act of 1933. The offering closed in July, 1997. The Company sold 100,000 shares, increasing the total issued and outstanding common stock to 1,000,000 shares. In July, 1999, the Company filed a registration statement on Form SB-2 with the U.S. Securities & Exchange Commission under the Securities Act of 1933, to register the distribution and exercise of warrants. This registration statement was declared effective on October 27, 1999. At that time the Company became subject to the information requirements of the Securities Exchange Act of 1934. Accordingly, the Company files annual and quarterly reports and other information with the Commission. Pursuant to the offering the Company distributed 1,000,000 warrants. The warrants were exercisable at $1.00 per share, on or before June 30, 2002. The warrants have now expired, and no securities were ever sold pursuant to the offering. During December 1999, the Company offered and sold, and agreed to issue, 50,000 additional shares of its authorized, but previously unissued, common stock. Total proceeds from the sale of stock amounted to $17,500 (or $.35 per share.) During November 2003, the Company issued 450,000 additional shares of common stock as payment in full of outstanding legal fees incurred in connection with a proposed acquisition that was not consummated. This increased the total issued and outstanding common stock to 1,500,000 shares. PLAN OF OPERATIONS. The Company is not presently engaged in any significant business activities and has no operations or assets. Management's plan of operation for the next twelve months is to continue to receive shareholder advances to provide general working capital to (i) handle the administrative and reporting requirements of a public company, and (ii) search for potential businesses, products, technologies and companies for acquisition. The Company has experienced losses from its inception. The Company was formed to raise capital from public offerings of its securities, and use the capital or net proceeds from the offering to provide inventory financing to facilitate the marketing and sale of bronze sculptures and other artwork. This business was not successful and operations were discontinued as of December 31, 2002. The Company has no operating capital or income producing assets. Presently the Company's principal activity has been to investigate potential acquisitions. At this time, we have no significant operating capital and do not know how long it will be necessary to fund necessary expenditures from shareholder advances, of which there is no assurance. There is also no assurance the Company could become involved with any business venture, especially any business venture requiring significant capital. We cannot anticipate what, if any, capital commitments for product research and development or significant purchases of plant or equipment, or change in the number of employees there may be, prior to completing a suitable business acquisition. If any suitable potential business acquisition is located and completed, it will in all likelihood involve a change in management and shareholder control of the Company. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans and/or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. ITEM 3. CONTROLS AND PROCEDURES. The issuer's principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under their supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which the periodic reports are being prepared; designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; evaluated the effectiveness of the issuer's disclosure controls and procedures as of the end of the fiscal quarter (the "Evaluation Date"). Based on their evaluation as of the Evaluation Date, their conclusions about the effectiveness of the disclosure controls and procedures were that nothing indicated: any significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize and report financial data; any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; or any material weaknesses in internal controls that have been or should be identified for the issuer's auditors and disclosed to the issuer's auditors and the audit committee of the board of directors (or persons fulfilling the equivalent function). Changes in internal control over financial reporting. There was no significant change in the issuer's internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any material pending legal proceedings. No such action is contemplated by the Company nor, to the best of its knowledge, has any action been threatened against the Company. ITEM 2. SALES OF UNREGISTERED EQUITY SECURITIES AND USE OF PROCEEDS (a) During the period covered by this report (the quarter ended September 30, 2006), there were no equity securities of the issuer, sold by the issuer, that were not registered under the Securities Act. Subsequent thereto, the issuer entered into a Preferred Stock Purchase Agreement, pursuant to which it sold equity securities of the issuer without registration under the Securities Act, as described hereafter in Item 5. (b) During the period covered by this report, there were no securities that the issuer sold by registering the securities under the Securities Act. (c) During the period covered by this report, there was no repurchase made of equity securities registered pursuant to section 12 of the Exchange Act. None of the issuer's securities is registered pursuant to section 12 of the Exchange Act ITEM 3. DEFAULTS UPON SENIOR SECURITIES There has not been any material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the issuer exceeding 5 percent of the total assets of the issuer. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter has been submitted to a vote of security holders during the period covered by this report, through the solicitation of proxies or otherwise. ITEM 5. OTHER INFORMATION On November 3, 2006, Bronze Marketing, Inc., a Nevada corporation (the "Corporation"), entered into a Preferred Stock Purchase Agreement (the "Agreement") with Halter Financial Investments, L.P., a Texas limited partnership, an unrelated third-party purchaser, ("Purchaser"), pursuant to which the Corporation sold to Purchaser 135,000 unregistered shares of the Corporation's Series A Voting Convertible Preferred Stock (the "Preferred Stock") for $425,000. The funds came from the operating capital of the Purchaser. The Preferred Stock has 100 votes per share and therefore represents 90% voting control of the Corporation. As such, the Agreement resulted in a change of control of the Corporation and the Purchaser is able to elect directors and control the policies and practices of the Corporation. The Preferred Stock is convertible to common stock at the option of the holder(s) thereof at any time, but not prior to the earliest of: 1) the Corporation's completion of the acquisition of an operating business; 2) March 31, 2007; or 3) approval by the board of directors. The Preferred Stock can also be converted by the Corporation upon five days' notice to the holder(s) thereof. As required by the terms of the Agreement, the Corporation's board of directors has appointed Timothy P. Halter as a new director of the Corporation. Pursuant to the terms of the Agreement, on November 3, 2006, the Corporation declared a special cash dividend in the aggregate amount of $417,500, or $0.278333 per share, as to its 1,500,000 shares of common stock outstanding on November 14, 2006 (Record Date). The Payment Date is November 27, 2006. The holder of the Preferred Stock is not entitled to participate in the dividend. The Agreement contains covenants that Purchaser, in its capacity as controlling shareholder of the Corporation following closing, will not approve any additional reverse stock splits, other than a one-time 1 for 10 reverse stock split, without the prior consent of Thomas G. Kimble as representative of the Corporation's current shareholders, that it will ensure that the Corporation does not authorize the issuance of any additional shares of common stock or securities convertible into shares of common stock except in connection with a combination transaction with a corporation with current business operations (a "Going Public Transaction"), and that it will not allow the Corporation to enter into a Going Public Transaction unless the Corporation, on a combined basis with the operating entity with which it completes a Going Public Transaction, satisfies the financial conditions for listing on the NASDAQ Capital Market immediately following the closing of the Going Public Transaction. Such covenants will automatically terminate at the time the Company enters into a Going Public Transaction. The Agreement also grants demand and "piggy back" registration rights to Purchaser and, to the extent required, to the current holders of the Corporation's restricted common stock. The Stock Purchase Agreement and the other actions described herein did not result in any change in the status of the Corporation as a shell Corporation and the Corporation will continue its search for business opportunities for acquisition or participation by the Corporation. The foregoing summary of selected provisions of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as an exhibit to this report. The Preferred Stock was sold to Purchaser without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from such registration requirements provided by Section 4(2) of the Securities Act for transactions not involving any public offering. The shares were sold without general advertising or solicitation, the Purchaser acknowledged that it was purchasing "restricted securities" which had not been registered under the Securities Act and which were subject to certain restrictions on resale, and the certificate representing the shares was imprinted with a restricted stock legend indicating that the shares had not been registered and could not be resold without registration under the Securities Act or the availability of an exemption from the registration requirements thereof Directors and Executive Officers: The following table sets certain information with regard to Timothy P. Halter, the new executive officer and a director of the Corporation. Mr. Halter was appointed by the board of directors to fill a vacancy created by the November 3, 2006, board of director action increasing the required number of directors from one to two persons. Mr. Halter was appointed to serve for a term of one year, commencing on November 3, 2006. Name Age Title Timothy P. Halter 40 President, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer and Director
The term of office of each director is one year and until his or her successor is elected at the Corporation's annual shareholders' meeting and is qualified, subject to removal by the shareholders. The term of office for each officer is for one year and until his successor is elected at the annual meeting of the board of directors and is qualified, subject to removal by the board of directors. Certain biographical information of Timothy P. Halter is set forth below. TIMOTHY P. HALTER. Since 1995, Mr. Halter has been the president and the sole stockholder of Halter Financial Group, Inc. ("HFI"), a Dallas, Texas based consulting firm specializing in the area of mergers, acquisitions and corporate finance. In September 2006, Mr. Halter and other minority partners formed HFI. HFI conducts no business operations. Mr. Halter currently serves as a director of DXP Enterprises, Inc., a public corporation (Nasdaq: DXPE), and is an officer and director of Nevstar Corporation., a Nevada corporation, Robcor Properties, Inc., a Nevada corporation, and RTO Holdings, Inc., a Nevada corporation. Except for DXP Enterprises, each of the afore-referenced companies for which Mr. Halter acts as an officer and director may be deemed shell corporations. Mr. Halter will devote as much of his time to the Corporation's business affairs as may be necessary to implement its business plan. Security Ownership of Certain Beneficial Owners and Management: The following table sets forth as of November 3, 2006, the number of shares of the Corporation's common stock, par value $0.001, owned of record or beneficially by each person known to be the beneficial owner of 5% or more of the issued and outstanding shares of the Corporation's common stock, and by each of the Corporation's officers and directors, and by all officers and directors as a group. On said date there were 1,500,000 shares of the Corporation's common stock issued and outstanding and 135,000 shares of Series A Voting Convertible Preferred Stock, each entitled to 100 votes per share, outstanding. Principal Stockholders: Title Number of Percent of of Class Name Shares Owned Voting Power Preferred Halter Financial Investments, 135,000 90.0% L.P. (1)(2)(3) Common Thomas G. Kimble 450,000 3.0% Common Lynn P. Dixon 400,000 2.7% Common Heather Hamby 500,000 3.3% Common Timothy P. Halter(2)(3) --- 90.0% Common All Officers and Directors 450,000 93.0% as a Group (2 persons) (2)(3)
_________________________________ (1) Indicates shares owned of record and beneficially by the person indicated. (2) Halter Financial Investments, L.P. ("HFI") is a Texas limited partnership of which Halter Financial Investments GP, LLC, a Texas limited liability Corporation ("HFI GP"), is the sole general partner. The limited partners of HFI are: (i) TPH Capital, L.P., a Texas limited partnership of which TPH Capital GP, LLC, a Texas limited liability Corporation ("TPH GP"), is the general partner and Timothy P. Halter is the sole member of TPH GP; (ii)Bellfield Capital, L.P., a Texas limited partnership of which Bellfield Capital Management, LLC, a Texas limited liability Corporation ("Bellfield LLC"), is the sole general partner and David Brigante is the sole member of Bellfield LLC; (iii) Colhurst Capital LP, a Texas limited partnership of which Colhurst Capital GP, LLC, a Texas limited liability Corporation("Colhurst LLC"), is the general partner and George L. Diamond is the sole member of Colhurst LLC; and (iv) Rivergreen Capital, LLC, a Texas limited liability Corporation ("Rivergreen LLC"), of which Marat Rosenberg is the sole member. As a result, each of the foregoing persons may be deemed to be a beneficial owner of the shares held of record by HFI. (3) The Percent of Voting Power column includes Series A Preferred Stock that is convertible to common stock at the option of the holder(s) thereof at any time, but not prior to the earliest of: 1) the Corporation's completion of the acquisition of an operating business; 2) March 31, 2007; or 3) approval by the board of directors. The Preferred Stock can also be converted by the Corporation upon five days' notice to the holder(s) thereof. ITEM 6. EXHIBITS. Exhibit Index - Exhibits required by Item 601 of Regulation S-B. SEC No. 3.1) Articles of Amendment dated February 3, 2006 3.2) Certificate of Designation of Rights and Preferences of the Series A Voting Convertible Preferred Stock 10) Preferred Stock Purchase Agreement, and 31) Certifications required by Rules 13a-14(a) or 15d-14(a). 32) Section 1350 Certifications SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Bronze Marketing, Inc. Date: November 3, 2006 by: /s/ Thomas G. Kimble Thomas G. Kimble, President & Secretary/Treasurer (Chief Executive Officer and Chief Financial Officer)