10KSB: Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]
Published on October 15, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No. 0-28535
-------
CUSTOM BRANDED NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
___________________________________
Former Name if Applicable
NEVADA 91-1975651
------------------------------- ------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
2300 W. Sahara Ave., Suite 500
Las Vegas, Nevada 89102
------------------------------ -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(800)894-4646
-------------
Securities registered pursuant to Section 12(b) of the Act:
none
Securities registered pursuant to Section 12 (g) of the Act:
50,000,000 common shares par value $0.001 per share
Check whether the issuer (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that
the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days. [ X ] Yes [ ] No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
Revenues for the fiscal year ending June 30, 2001 were $173,527.
The aggregate market value of the voting stock held by non-
affiliates computed by reference to the last reported sale
price of such stock as of June 30, 2001 is $ 5,493,553.
The number of shares of the issuer's Common Stock
outstanding as of June 30, 2001 is 32,372,532.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
1
PART I
Item 1. Description of Business
Corporate History
Custom Branded Networks, Inc. ("CBN", "Custom Branded" or
the "Company") was incorporated under the laws of the state
of Nevada on February 2, 1999, under the name of Aquistar
Ventures (USA) Inc. The Company was organized for the
purpose of exploring for and , if possible, developing
mineral properties primarily in the province of Ontario,
Canada, through its wholly owned subsidiary, Aquistar
Ventures Inc. ("Aquistar Canada"). Aquistar Canada was
incorporated under the laws of the province of British
Columbia, Canada, on April 13, 1995.
Initial business operations included the acquisition of
various options to search for mineral deposits on certain
tracts of real property and to develop any deposits that had
potential for commercial viability. All such options have
now lapsed and Aquistar Canada is now a dormant entity as
far as business operations are concerned.
On February 2, 2001, the Company acquired 100% of the issued
and outstanding capital stock of Custom Branded Networks,
Inc., a Delaware corporation in exchange for 25,000,000
common shares of the Company. The Company then changed its
name to Custom Branded Networks, Inc. All current business
operations of the Company are the business operations of
Custom Branded Networks, Inc., the Delaware corporation
which is the Company's wholly owned subsidiary.
Business Operations
The Company provides turnkey private label Internet
solutions to businesses and private organizations that
desire to affiliate with a customer base via the Internet.
In this way, Custom Branded is seeking to create for itself
a recurring revenue stream through the sale of subscription-
based services. Custom Branded also sells the individual
components of its services to established Internet Service
Providers ("ISP's") at pricing that is profitable for both
parties, including wholesale dialup port access and back-
office services for ISP's.
CBN's ability to reduce the high costs, delays and risks
associated with branded Internet services makes CBN a
desirable business partner. Unlike other private label
Internet providers, CBN through it proprietary business
model is able to provide customized turnkey Internet service
to partners who have as few as 100 subscribers. This
enables CBN to reach virtually any group thereby
substantially increasing its available pool of customers.
Additionally, CBN has developed marketing tools to assist
its partners in generating better services to their
subscribers and higher profits for the partner. Through the
network of partners that it is creating, CBN believes it can
generate recurring revenue as well as create an electronic
distribution channel for other subscription services. These
services may be provided by CBN or through partnerships with
other vendors. CBN is
2
beginning to establish partnerships
for other subscription-based services that can be packaged
for upsale to ISP subscribers.
CBN is pursuing a merger and acquisition strategy to
increase its revenue and customer base and thereby believes
it can become profitable in a short period of time.
Primarily using restricted shares of stock for acquisitions
preserves the Company's capital while providing immediate
increases in revenue. The Company is targeting acquisition
of companies with a high degree of business synergy in CBN's
target market. The specific companies that are presently
targeted for acquisition have three characteristics:
immediate revenue, a vertical integration strategy to reduce
cost and a distribution channel for products conducive to
CBN's current operations. Future acquisition candidates
will also be sought out that will continue this trend of
bringing immediate revenues and subscribers.
CBN has its core services in operation and is acquiring
customers to establish that portion of its business.
Ideally the Company is hoping to acquire an established
leader in the Virtual Internet Service Provider market space
to become the Company's division for providing private label
services. CBN will then evolve into the public holding
company with several wholly owned strategic business units
conducting all operations. These units will include:
- Private label division
- UsefulWare division
- Web development division
- Traditional ISP division
CBN has specific plans to acquire businesses that will fit
into each unit. CBN has publicly announced its acquisition
plans that it has entered into and is pursuing with
UsefulWare, Inc., to flagship the Company's UsefulWare division.
To date, the Company has signed up certain customers but
deployment on the ISP's network has not occurred.
Management expects deployment to occur in the near future.
Competition
The e-commerce industry is intensely competitive. Many
persons and entities are looking to the Internet for
business opportunity, including many ISP's. CBN believes
that it can compete successfully in this market through its
business structure of being able to service the small as
well as the large Internet provider.
Employees
At the present time the Company does not have any employees
except the Company's officers and directors. Upon the
acquisition of new partners, the technical work necessary to
the provide the partner with the services of the Company is
outsourced, thereby reducing the need for employees at the
Company level. At the present time, Mr.
3
John Platt is the sole officer and director of the Company.
It is expected that two additional officers and directors will
join the Company within the next 60 days.
Government Regulations
Due to the increasing popularity and use of the Internet, it
is possible that a number of laws and regulations may be
adopted with respect to the Internet generally, covering
issues such as user privacy, pricing, and characteristics
and quality of products and services. Similarly, the growth
and development of the market for Internet commerce may
prompt calls for more stringent consumer protection laws
that may impose additional burdens on those companies
conducting business over the Internet. The adoption of any
such laws or regulations may decrease the growth of commerce
over the Internet, increase our cost of doing business or
otherwise have a harmful effect on our business and out
business partners.
To date, governmental regulations have not materially
restricted the use or expansion of the Internet. However,
the legal and regulatory environment that pertains to the
Internet is uncertain and may change. New and existing laws
may cover issues that include:
- Sales and other taxes;
- User privacy;
- Pricing controls;
- Characteristics and quality of products and
services;
- Consumer protection;
- Cross-border commerce;
- Libel and defamation;
- Copyright, trademark and patent infringement; and
- Other claims based on the nature and content of
Internet materials.
We are not aware of any environmental laws that will be
applicable to the operation of our business.
Research and Development Expenditures
During the fiscal year ended June 30, 2001, we did not incur
any research or development expenditures.
Subsidiaries
Custom Branded Networks, Inc., a Delaware corporation,
through which we conduct our business is a wholly owned
subsidiary. Aquistar Ventures Inc., a corporation formed
under the laws of the province of British Columbia, Canada,
is a wholly owned subsidiary which from a business
standpoint is dormant at the present time.
Patents and Trademarks
4
We do not own, either legally or beneficially, any patent or
trademark. There is little or no necessity to have patented
technology in order to conduct our business over the
Internet. This fact makes it easier for us to implement our
business model. It also increases the ease with which
potential competition can enter our industry.
Item 2. Description of Property
The Company leases 400 square feet of office space at 535
Chesterfield Circle, San Marcos, California 92069 at a cost
of $1,850 per month. The space is on a three year lease
which will expire on July 31, 2003. The Company does not
have an interest in any other real property.
Item 3. Legal Proceedings
CBN is not a party to any legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
On May 29, 2001, a meeting of the shareholders of the
Company was held for the purpose of voting on a proposal to
change the name of the Company to Custom Branded Networks,
Inc. Of the 32,372,532 shares of recorded, 16,676,667
shares were in attendance at the meeting either in person or
by proxy. All of the shares present voted in favor of the
name change.
5
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholders Matters
Market Information
The common shares of the Company are listed on the OTC
Bulletin Board under the symbol CBNK. There was no trading
market in the stock prior to the fourth calendar quarter of
2000. Following is the high and low sales prices for each
quarter beginning with the fourth calendar quarter of 2000
through June 30, 2001. The quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.
Quarter High Low
------- ---- ---
Oct. - Dec. 2000 2.00 1.25
Jan. - Mar. 2001 1.75 0.75
Apr. - Jun. 2001 0.75 0.32
On the date of this filing, being October 15, 2001, the bid
price of our common shares is $0.0750 and the ask price is
$0.1000.
At June 30, 2001 there were approximately 52 record holders
of CBN's Common Stock.
CBN has not previously declared or paid any dividends on its
common stock and does not anticipate declaring any dividends
in the foreseeable future.
There are no restrictions in our articles of incorporation
or bylaws that restrict us from declaring dividends. The
Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the
distribution of the dividend:
(1) we would not be able to pay our debts as they
become due in the usual course of business; or
(2) our total assets would be less that the sum of our
total liabilities.
Recent Sales of Unregistered Securities
On February 2, 2001, the Company issued 25,000,000 shares of
common stock in exchange for all of the issued and
outstanding shares of Custom Branded Networks, Inc., a
Delaware corporation. The transaction was an isolated
transaction with seven persons and exempt from registration
under Section 4(2) of the Securities Act of 1933.
Item 6. Management's Discussion and Analysis or Plan of Operation
6
Plan of Operations:
-------------------
For the fiscal year ended June 30, 2001, the Company had
operational expenses of $884,776 against revenues of
$173,527. However, to date, we have had no revenues from
operations. The Company has signed up certain customers but
deployment on the ISP's network has not occurred.
Management expects deployment to occur in the near future.
At such time, the Company will begin to generate revenue
from regular business operations.
At June 30, 2001, the Company had cash of $6,230. To
sustain the business operations of the Company, it is
necessary for the Company to raise capital in the immediate
future. The Company plans are to raise $1,500,000 in
investment capital within the next 12 months. This capital
will sustain the operations of the Company for approximately
24 months. During the same period of time, we expect to
generate revenue from business operations. It is impossible
to predict at the present time how fast revenues will be
generated or how soon they might become significant when
compared to the operational expenses of the Company.
Operational expenses are incurred primarily due to the
Company's efforts to develop and to promote its products and
services, which efforts include internal staffing, travel
and other promotional expenses.
Forward-Looking Statements:
---------------------------
Many statements made in this report are forward-looking
statements that are not based on historical facts. Because
these forward-looking statements involve risks and
uncertainties, there are important factors that could cause
actual results to differ materially from those expressed or
implied by these forward-looking statements. The forward-
looking statements made in this report relate only to events
as of the date on which the statements are made.
7
Item 7. Financial Statements
Index to the Financial Statements
As of June 30, 2001 and 2000 and for
For Each of the Two Years in the Period Ended June 30, 2001
--------------------------------------------------------------
Report of Independent Auditors F-1
Balance Sheets, June 30,2001 and 2000 F-2
Consolidated Statements of
Operations and Deficit F-3
Consolidated Statement of Cash Flows F-4
Consolidated Statement Of
Shareholders' Deficiency F-5
Notes to the Financial Statements F-6
8
AUDITORS' REPORT
To the Shareholders of
Custom Branded Networks, Inc.
(Formerly Aquistar Ventures (USA) Inc.)
(A development stage company)
We have audited the consolidated balance sheet of Custom Branded
Networks, Inc. (formerly Aquistar Ventures (USA) Inc.) (a
development stage company) as at June 30, 2001 and the
consolidated statements of operations and deficit accumulated
during the development stage, cash flows and stockholders' equity
for the year then ended. These consolidated financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with United States generally
accepted auditing standards. Those standards require that we
plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at
June 30, 2001 and the results of its operations, cash flows, and
changes in stockholders' equity for the year then ended in
accordance with United States generally accepted accounting
principles.
Without qualifying our opinion, we draw attention to Note 1 to
the financial statements. The Company has incurred a net loss of
$1,056,675 since inception, has not attained profitable
operations and is dependent upon obtaining adequate financing to
fulfil its development activities. These factors raise
substantial doubt that the Company will be able to continue as a
going concern.
The financial statements as at June 30, 2000, and for the period
from June 28, 1999 (inception) to June 30, 2000, were audited by
other auditors who expressed an opinion without reservation on
those financial statements in their report dated November 8,
2000.
Vancouver, B.C. /s/ Morgan & Company
October 12, 2001 Chartered Accountants
F-1
CUSTOM BRANDED NETWORKS, INC.
(Formerly Aquistar Ventures (USA) Inc.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Stated in U.S. Dollars)
--------------------------------------------------------------------------
JUNE 30
2001 2000
--------------------------------------------------------------------------
ASSETS
Current
Cash $ 6,230 $ 1,490
Prepaid expenses and advances 28,384 -
---------------------------
34,614 1,490
Loan Receivable From Shareholder (Note 3) 25,000 -
Capital Assets 2,414 -
---------------------------
$ 62,028 $ 1,490
==========================================================================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 160,188 $ 24,713
Loan payable to shareholder - 16,097
Deferred revenue - 101,639
---------------------------
160,188 142,449
Convertible Note Payable (Note 4) 734,713 -
---------------------------
894,901 142,449
---------------------------
STOCKHOLDERS' DEFICIENCY
Share Capital
Authorized:
50,000,000 common shares with a par
value of $0.001 per share at June 30, 2001
Issued and outstanding:
32,372,532 common shares at June 30, 2001
and 15,463,008 common shares at June 30,
2000 15,231 3
Additional paid-in capital 35,044 18,947
Deficit Accumulated During The Development Stage (883,148) (159,909)
---------------------------
(832,873) (140,959)
---------------------------
$ 62,028 $ 1,490
==========================================================================
Approved by the Directors:
-------------------------------- --------------------------------
F-2
CUSTOM BRANDED NETWORKS, INC.
(Formerly Aquistar Ventures (USA) Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(Stated in U.S. Dollars)
---------------------------------------------------------------------------
INCEPTION INCEPTION
YEAR JUNE 28 JUNE 28
ENDED 1999 TO 1999 TO
JUNE 30 JUNE 30 JUNE 30
2001 2000 2001
---------------------------------------------------------------------------
Revenue $ 173,527 $ - $ 173,527
Operating Expenses 884,776 166,109 1,050,885
-------------------------------------------
Loss From Operations (711,249) (166,109) (877,358)
Other Income 455 6,200 6,655
Write Down Of Capital Assets (12,445) - (12,445)
-------------------------------------------
Net Loss For The Period (723,239) (159,909) $ (883,148)
============
Accumulated Deficit,
Beginning Of Period (159,909) -
-------------------------
Accumulated Deficit,
End Of Period $ (883,148) $ (159,909)
==========================================================
Loss Per Share $ (0.03) $ (0.01)
==========================================================
Weighted Average Number Of
Shares Outstanding 22,508,643 15,463,008
==========================================================
F-3
CUSTOM BRANDED NETWORKS, INC.
(Formerly Aquistar Ventures (USA) Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Stated in U.S. Dollars)
---------------------------------------------------------------------------
INCEPTION INCEPTION
YEAR JUNE 28 JUNE 28
ENDED 1999 TO 1999 TO
JUNE 30 JUNE 30 JUNE 30
2001 2000 2001
---------------------------------------------------------------------------
Cash Flows From Operating
Activities
Loss for the period $ (723,239) $ (159,909) $ (883,148)
Adjustments To Reconcile Loss
To Net Cash Used By Operating
Activities
Amortization 603 - 603
Write down of capital assets 12,445 - 12,445
Change in prepaid expenses
and advances (27,588) - (27,588)
Change in accounts payable
and accrued liabilities 135,475 24,713 160,188
Change in deferred revenue (101,639) 101,639 -
-------------------------------------------
(703,943) (33,557) (737,500)
-------------------------------------------
Cash Flows From Investing Activity
Purchase of capital assets (1,808) - (1,808)
-------------------------------------------
Cash Flows From Financing
Activities
Proceeds from loan payable to
Shareholder - 16,097 16,097
Loan receivable from
Shareholder (25,000) - (25,000)
Issue of common shares - 18,950 18,950
Convertible note payable 734,713 - 734,713
Cash acquired on acquisition
of subsidiary 778 - 778
-------------------------------------------
710,491 35,047 745,538
-------------------------------------------
Increase In Cash 4,740 1,490 6,230
Cash, Beginning Of Period 1,490 - -
-------------------------------------------
Cash, End Of Period $ 6,230 $ 1,490 $ 6,230
============================================================================
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
During the period ended June 30, 2001, a loan payable to a
shareholder in the amount of $16,097 was reclassified as a
contribution to capital in connection with the Company's
repurchase of common stock in preparation for the reverse take-
over transaction.
Effective February 2, 2001, the Company acquired 100% of the
issued and outstanding shares of Custom Branded Networks, Inc. by
allotting 25,000,000 common shares at the fair value of $15,228
(Note 1(iii)).
F-4
CUSTOM BRANDED NETWORKS, INC.
(Formerly Aquistar Ventures (USA) Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY
JUNE 30, 2001
(Stated in U.S. Dollars)
Deficit
Accumulated
Common Stock Additional During The
--------------------- Paid-In Development
Shares Amount Capital Deficit Total
--------------------------------------------------------
Issuance of shares
to founders 3,465 $ 3 $ 18,947 $ - $ 18,950
Net loss for the
Period - - - (159,909) (159,909)
--------------------------------------------------------
Balance, June 30, 2000 3,465 3 18,947 (159,909) (140,959)
Repurchase of common
stock by
consideration of
forgiveness of loan
payable to
shareholder (1,445) - 16,097 - 16,097
--------------------------------------------------------
2,020 3 35,044 (159,909) (124,862)
Adjustment to number
of shares issued
and outstanding as
a result of the
reverse take-over
transaction
Custom Branded
Networks, Inc. (2,020) - - - -
Aquistar Ventures
(USA) Inc. 15,463,008 - - - -
--------------------------------------------------------
15,463,008 3 35,044 (159,909) (124,862)
Shares allotted in
connection with
the acquisition
of Custom Branded
Networks, Inc. 25,000,000 15,228 - - 15,228
Less: Allotted and
not yet issued (8,090,476) - - - -
Net loss for the
Year - - - (723,239) (723,239)
--------------------------------------------------------
Balance, June 30,
2001 32,372,532 $ 15,231 $ 35,044 $(883,148)$(832,873)
========================================================
F-5
CUSTOM BRANDED NETWORKS, INC.
(Formerly Aquistar Ventures (USA) Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2001
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS
Custom Branded Networks, Inc. (the "Company") engages in the
business of providing turnkey private label internet services
to organizations throughout the domestic United States and
Canada. The Company plans to provide wholesale internet
access service acting as the internet service provider ("ISP")
through its relationships with other ISPs who will provide the
service for the Company and perform the billing services
directly to the customer. Currently, the Company has one ISP
relationship in place for dial-up modem service. The Company
also provides the customer set-up, and the branded compact
disc with the customer's unique content and packaging. The
Company is considered a development stage company in
accordance with Statement of Financial Accounting Standards
No. 7. The Company has not commenced planned principal
operations.
i) Going Concern
The Company has not generated any operating revenue and it
has used cash in its operations since its inception, thereby
generating operating losses. Such losses are due primarily
to the Company's efforts to develop and promote its products
and services, which efforts include internal staffing,
travel and other promotional expenses. The Company has
signed up certain customers but deployment on the ISP's
network has not occurred. Management expects deployment to
occur in the near future. The Company plans to continue to
focus on deployment and acquiring customers, which will
require additional expenditures for operating costs. There
can be no assurance that the Company will be able to
successfully deploy customers, be successful in raising
sufficient funds for its operations, or achieve or sustain
profitability or positive cash flows from its operations.
The Company's ability to continue as a going concern is
dependent on its ability to raise additional amounts of
capital.
ii) Acquisition of Custom Branded Networks, Inc. and Name Change
On February 2, 2001, the shareholders of the Company,
formerly known as Aquistar Ventures (USA) Inc. ("Aquistar"),
a Nevada corporation, approved an agreement and plan of
reorganization (the "reorganization") involving the
acquisition of Custom Branded Networks, Inc. ("Custom
Branded"), a Delaware corporation, and the change of the
name Aquistar to Custom Branded.
F-6
CUSTOM BRANDED NETWORKS, INC.
(Formerly Aquistar Ventures (USA) Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2001
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS (Continued)
ii) Acquisition of Custom Branded Networks, Inc. and
Name Change (Continued)
As a consequence of the implementation of the
reorganization, the following occurred:
a) The Company acquired all the shares of Custom Branded in
exchange for the allotment of 25,000,000 shares of the
Company to the former shareholders of Custom Branded.
b) The Company changed its name from Aquistar to Custom
Branded Networks, Inc.
As a result of the reorganization, the former shareholders
of Custom Branded hold 61.8% of the outstanding common
shares of the Company.
iii) Reverse Take-Over
Effective February 2, 2001, Aquistar Ventures (USA) Inc.
("Aquistar") acquired 100% of the issued and outstanding
shares of Custom Branded Networks, Inc. ("Custom Branded")
by allotting 25,000,000 common shares. Since the
transaction resulted in the former shareholders of Custom
Branded owning the majority of the issued shares of
Aquistar, the transaction, which is referred to as a
"reverse take-over", has been treated for accounting
purposes as an acquisition by Custom Branded of the net
assets and liabilities of Aquistar. Under this purchase
method of accounting, the results of operations of Aquistar
are included in these financial statements from February 2,
2001.
Control of the net assets of Aquistar was acquired for the
total consideration of $15,228 representing the fair value
of the assets of Aquistar. Custom Branded is deemed to be
the purchaser for accounting purposes. Accordingly, its net
assets are included in the balance sheet at their previously
recorded values.
The acquisition is summarized as follows:
Current assets (including cash of $778) $ 1,574
Capital assets 13,654
----------
$ 15,228
==========
Consideration given at fair value:
Common shares $ 15,228
==========
F-7
CUSTOM BRANDED NETWORKS, INC.
(Formerly Aquistar Ventures (USA) Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2001
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS (Continued)
iii) Reverse Take-Over (Continued)
Comparative Results of Operations and Cash Flows
The following summarizes the results of operations and cash
flows of the Company prior to the reverse takeover:
a) Results of Operations
PERIOD FROM TWELVE
JULY 1 MONTHS
2000 TO ENDED
FEBRUARY 2 JUNE 30
2001 2000
-----------------------------------
Total expenses and loss for the period $ (18,863) $ (47,147)
Deficit, beginning of period (413,459) (366,312)
-----------------------------------
Deficit, end of period $ (432,322) $ (413,459)
===================================
Loss per share $ (0.01) $ (0.01)
===================================
Weighted average shares outstanding 15,463,008 15,463,008
===================================
b) Cash Flows
PERIOD FROM TWELVE
JULY 1 MONTHS
2000 TO ENDED
FEBRUARY 2 JUNE 30
2001 2000
-----------------------------------
Cash flows used in operating activities $ (521) $ 61
Effect of exchange rate change on cash - (48)
-----------------------------------
Increase (Decrease) in cash (521) 13
Cash, beginning of period 1,299 1,286
-----------------------------------
Cash, end of period $ 778 $ 1,299
===================================
F-8
CUSTOM BRANDED NETWORKS, INC.
(Formerly Aquistar Ventures (USA) Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2001
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in
the United States. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates which have been made using
careful judgement.
The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies
summarized below:
a) Consolidation
These financial statements include the accounts of the
Company and its wholly-owned subsidiary, Custom Branded
Networks, Inc.
b) Capital Assets
Capital assets are recorded at cost and are amortized at the
following rates:
Office equipment - 20% declining balance basis
Computer equipment - 3 years straight line basis
c) Income Taxes
The Company has adopted Statement of Financial Accounting
Standards No. 109 - "Accounting for Income Taxes" (SFAS
109). This standard requires the use of an asset and
liability approach for financial accounting and reporting on
income taxes. If it is more likely than not that some
portion of all of a deferred tax asset will not be realized,
a valuation allowance is recognized.
F-9
CUSTOM BRANDED NETWORKS, INC.
(Formerly Aquistar Ventures (USA) Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2001
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
d) Revenue Recognition
Revenues will consist of recurring monthly fees from
internet access and from set-up fees. Subscriber contract
terms vary by customer, although, the monthly internet
access fees are generally paid by the subscriber at the
beginning of the month. Subscribers canceling service are
not entitled to receive funds of the monthly access fee per
the service contract, unless it is prepaid for future
periods. Revenues for monthly internet access fees are
earned and recognized when received for the current month.
Internet access fees prepaid for future months are deferred
until the beginning of the service month. Revenues for set-
up fees are recognized once the customer is deployed and
internet access service is active. Customers are entitled
to refunds of set-up fees if deployment does not occur.
e) Financial Instruments
The Company's financial instruments consist of cash,
accounts receivable, prepaid expenses and accounts payable.
Unless otherwise noted, it is management's opinion that this
Company is not exposed to significant interest or credit
risks arising from these financial instruments. The fair
value of these financial instruments approximate their
carrying values, unless otherwise noted.
f) Loss Per Share
Loss per share is calculated using the weighted average
number of common shares outstanding during the period.
All references to loss per share, weighted average number of
shares outstanding, and common shares issued and outstanding
have been restated to reflect the impact of the reverse
take-over.
3. LOAN RECEIVABLE FROM SHAREHOLDER
The loan receivable is due from a shareholder, and is secured
by a promissory note bearing interest at 3% per annum. The sum
of principal and interest is due on December 18, 2004.
F-10
CUSTOM BRANDED NETWORKS, INC.
(Formerly Aquistar Ventures (USA) Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2001
(Stated in U.S. Dollars)
4. CONVERTIBLE NOTE PAYABLE
During the year ended June 30, 2001, the Company began
receiving advances pursuant to a convertible loan agreement
with an investor. The agreement provides the Company with
$750,000 of funding, in increments of $35,000 paid every two
weeks beginning in July 2000. The Company has received
$734,713 in advances through to June 30, 2001. No advances
have been received subsequent to year end. The note bears
interest at 5% per annum from and after the date of the final
advance made by the investor and is payable in 60 equal
monthly instalments beginning 18 months after the date of the
final advance. The note is convertible, at any time, into
common stock of the Company at a price of $0.50 per share, and
each converted share includes a warrant to purchase an
additional common stock share at an exercise price of $0.50
per share. The warrants expire three years from the grant
date.
5. INCOME TAXES
No provision for income taxes has been recorded as the Company
has incurred an operating loss from the commencement of
operations through June 30, 2001. At June 30, 2001, the
Company has a net operating loss carryforward available to
offset future taxable income for federal and California income
tax purposes of approximately $1,057,000. These carryforwards
will expire in the years 2021 and 2009, respectively.
Deferred tax assets total approximately $440,000 and represent
the effects of these net operating loss carryforwards. The
Company has provided a valuation allowance to offset all
deferred tax assets due to the uncertainty of realization.
6. RELATED PARTY TRANSACTIONS
During the periods indicated, the Company incurred the
following amounts with shareholders, officers and directors,
and with a related company:
2001 2000
------------------------------
Legal fees $ 100,000 $ 10,000
==============================
Rent $ 46,800 $ -
==============================
Consulting fees $ 75,000 $ -
==============================
Wages $ 180,000 $ 40,000
==============================
F-11
CUSTOM BRANDED NETWORKS, INC.
(Formerly Aquistar Ventures (USA) Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2001
(Stated in U.S. Dollars)
6. RELATED PARTY TRANSACTIONS (Continued)
The Company purchased 1,445 common stock shares owned by
certain founding stockholders and former management in August
and September 2000 in exchange for future stock interests in a
target public shell company to be issued after a reverse
merger acquisition is performed with the Company. All
ownership in the Company by these stockholders and any amounts
payable to these stockholders were eliminated as a condition
of the stock purchases.
The Company received $16,097 as a loan from a stockholder in
July 1999. The loan has no terms. In September 2000, the
loan was reclassified as a contribution to capital pursuant to
the repurchase of common stock prior to reverse take-over.
The Company received $6,200, during the period ended June 30,
2000, as a referral fee from a consulting company, which was
partially owned by one of the stockholders. During August
2000, the Company purchased the shares owned by this
stockholder.
7. SUBSEQUENT EVENT
Subsequent to July 31, 2001, the Company issued 1,500,000
common shares to a director of the Company to be used in
connection with future financings.
F-12
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
We have had no disagreements with our accountants on
accounting or financial disclosures.
9
PART III
Item 9. Directors and Executive Officers of the Registrant
The following table sets forth the names, ages, and
positions with CBN for each of the directors and officers of
CBN.
Name Age Position (1) Since
-------------------- ------- ------------------ ------------
James Platt 41 Chairman, CEO and 2001
Director
(1) All executive officers are elected by the Board
and hold office until the next Annual Meeting of shareholders
and until their successors are elected and agree to serve.
Mr. Platt has been chairman and CEO of CBN since
the acquisition of Custom Branded Networks, Inc., a Delaware
corporation ("Custom Branded Delaware"), on February 2,
2001. Mr. Platt had been the CEO of Custom Branded Delaware
since its inception in 1997. From 1995 through 1997, Mr.
Platt was the director or marketing and sales of Internet
Services and Technology 1999. From 1991 through 1993, he
was the national sales manager of Home Watch, a subsidiary
of AT&T. From 1985 through 1991, he was a Vice President at
American Contractors, a defense contractor.
Section 16(A) Beneficial Ownership Reporting Compliance
The following persons have failed to file, on a timely
basis, the identified reports required by Section 16(a) of
the Exchange Act during the most recent fiscal year:
Number Transactions Known Failures
Of late Not Timely To File a
Name and principal position Reports Reported Required Form
--------------------------------------------------------------------
John Platt, Chairman 0 0 1
Item 10. Executive Compensation
The following table sets forth certain information as to our
Chief Executive Officer and the highest paid officers and
directors for our last fiscal years ended June 30, 2001 and
June 30, 2000. No other compensation was paid to any such
officers or directors during this time period.
10
Annual Compensation Table
Annual Compensation Long Term Compensation
------------------- ----------------------
Other All
Annual Other
Com- Com-
pen- Restricted pen-
Fiscal sa- Stock Options/ LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs (#)payouts($)tion
---- ------- ---- ------- ----- ------ ------- ------- --------- ----
John CEO,
Platt Chair-
man and 2000-
Director 2001 $20,000 0 0 0 0 0 0
Stevan
Browning* President
and 2000-
Director 2001 $20,000 0 0 0 0 0 0
* Mr. Browning who served as President during part of the
last fiscal year has resigned as an officer and director of
the Company.
CBN has entered into an employment arrangement with Mr.
Platt wherein he is to receive salary of $10,000 per month.
11
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table provides the beneficial ownership of our
common stock by each person known by us to beneficially own
more than 5% of our common stock outstanding as of June 30,
2001 and by the officers and directors of CBN as a group.
Except as otherwise indicated, all shares are owned
directly.
Common Percent of
Name and Address Shares Class
John Platt (1) 1,654,000 5.1%
535 Chesterfield Circle
San Marcos, CA 92069
Right Mind LLC 8,270,000 25.5%
535 Chesterfield Circle
San Marcos, CA 92069
Integrated Marketing Solutions LLC (2) 5,280,000 16.3%
918 Lido Lane
Foster City, CA 94404
The Catanese Family Trust, 4,626,667 14.3%
Dated, 12/22/89 (3)
31416 W. Agoura Rd, Suite 240
Westlake Village, CA 91361
All Executive officers and
Directors as a Group (one) 1,654,000 5.1%
(1) The shares attributed to Mr. Platt are held by Right
Mind LLC, an entity in which Mr. Platt has a 20% beneficial
interest.
(2) The principal of Integrated Marketing Solutions LLC
is Mr. Stevan Browning, a former officer and director of the
Company.
(3) A principal beneficiary of the The Catanese Family
Trust is Mr. T. Randolph Catanese, a former director of the
Company.
Item 12. Certain Relationships and Related Transactions
The law firm of Catanese and Wells has provided legal
services to the Company for which it has been compensated by
the Company in cash and stock valued at a total of
12
approximately $125,000. At the time the work was done, Mr.
T. Randolph Catanese, a principal in the law firm was also a
director of the Company.
13
PART IV
Item 13. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K
On February 20, 2001, the Company file a Form 8-K. Under
Item 2 of that form, it reported the acquisition of 100% of
the issued and outstanding stock of Custom Branded Networks,
Inc., a Delaware corporation. On April 20, 2001, Amendment
No. 1 to that Form 8-K was filed which included the proforma
financial statements showing the combined financial position
of the Company and Custom Branded Networks, Inc., a Delaware
corporation.
(b) Exhibits
3.1. Articles of Incorporation (1)
3.2. By-laws (1)
21.1 Subsidiaries
(1) Previously filed as an exhibit to the Form 10SB on
December 17, 1999.
14
SIGNATURES
In accordance with the requirements of Section 13 or 15(d)
of the Exchange Act of 1934, the registrant certifies that
it has reasonable grounds to believe that it meets all the
requirements of filing on Form 10-KSB and authorized this
report to be signed on its behalf by the undersigned, in the
City of San Marcos, State of California, on October 15,
2001.
Custom Branded Networks, Inc., a Nevada
Corporation
By: /s/ John Platt
-----------------------------------
John Platt, CEO
In accordance with the requirements of the Exchange Act of
1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
and on the dates indicated.
/s/ John Platt
-----------------------------------------
John Platt Date: October 15, 2001
Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer,
and Director
15