UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 December 31, 2002
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period _________ to
Commission File Number 000-28535
---------
CUSTOM BRANDED NETWORKS, INC.
-----------------------------------------------------------------
(Exact name of small Business Issuer as specified in its charter)
Nevada 91-1975651
------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
821 E. 29th
North Vancouver, B.C. V7K 1B6
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-904-6946
------------
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 38,372,532 Shares of $.001 par value
Common Stock outstanding as of February 13, 2003.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying un-audited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and, therefore, do not include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' deficit in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the six
months ended December 31, 2002 are not necessarily indicative of the results
that can be expected for the year ending June 30, 2003.
CUSTOM BRANDED NETWORKS, INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
F-1
CUSTOM BRANDED NETWORKS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
--------------------------------------------------------------------------------
DECEMBER 31 JUNE 30
2002 2002
--------------------------------------------------------------------------------
ASSETS
Current
Cash $ 891 $ 902
Capital Assets, net (Note 4) 1,389 1,812
--------------------------
$ 2,280 $ 2,714
================================================================================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 309,012 $ 307,860
Convertible Note Payable,
net of discount (Note 5) 355,821 322,803
--------------------------
664,833 630,663
--------------------------
STOCKHOLDERS' DEFICIENCY
Share Capital
Authorized:
50,000,000 common shares with a
par value of $0.001 per share at
September 30, 2002 and June 30, 2002
Issued and outstanding:
33,872,532 common shares at
December 31, 2002 and June 30, 2002 15,231 15,231
Additional paid-in capital 566,006 566,006
Deficit Accumulated During
The Development Stage (1,243,790) (1,209,186)
--------------------------
(662,553) (627,949)
--------------------------
$ 2,280 $ 2,714
================================================================================
F-2
CUSTOM BRANDED NETWORKS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
--------------------------------------------------------------------------------------------------
INCEPTION
JUNE 18
THREE MONTHS ENDED SIX MONTHS ENDED 1999 TO
DECEMBER 31 DECEMBER 31 DECEMBER 31
2002 2001 2002 2001 2002
--------------------------------------------------------------------------------------------------
Revenue $ - $ 2,170 $ - $ 3,714 $ 177,241
Operating Expenses (11,650) (31,868) (12,008) (196,731) (1,356,715)
------------- ------------- ------------ ------------ ------------
Loss From Operations (11,650) (29,698) (12,008) (193,017) (1,179,474)
Other Income - - - 266 6,921
Interest Expense (11,298) - (22,596) - (58,792)
Write Down Of Capital Assets - - - - (12,445)
------------- ------------- ------------ ------------ ------------
Net Loss For The Period (22,948) (29,698) (34,604) (192,751) $(1,243,790)
============
Accumulated Deficit,
Beginning Of Period (1,220,842) (1,046,201) (1,209,186) (883,148)
------------------------------------------------------
Accumulated Deficit,
End Of Period $(1,243,790) $(1,075,899) $(1,243,790) $(1,075,899)
====================================================================================
Loss Per Share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
====================================================================================
Weighted Average Number
Of Shares Outstanding 33,872,532 33,872,532 33,872,532 33,622,532
====================================================================================
F-3
CUSTOM BRANDED NETWORKS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
----------------------------------------------------------------------------------------
INCEPTION
JUNE 28
THREE MONTHS ENDED SIX MONTHS ENDED 1999 TO
DECEMBER 31 DECEMBER 31 DECEMBER 31
2002 2001 2002 2001 2002
----------------------------------------------------------------------------------------
Cash Flows From Operating
Activities
Loss for the period $(22,948) $(26,698) $(34,604) $(192,751) $(1,175,448)
Adjustments To Reconcile
Loss To Net Cash Used
By Operating Activities
Amortization 211 151 423 301 1,628
Amortization of interest 11,298 - 22,596 - 58,792
Write down of capital assets - - - - 12,445
Change in prepaid expenses
and advances - (5,000) - (5,958) (28,546)
Change in accounts payable
and accrued liabilities 1,428 355 1,152 149,800 309,012
---------------------------------------------------------
(10,011) (34,192) (10,433) (48,608) (822,117)
---------------------------------------------------------
Cash Flows From
Investing Activity
Purchase of capital assets - - - - (1,808)
---------------------------------------------------------
Cash Flows From Financing
Activities
Proceeds from loan
payable to shareholder - - - - 16,097
Loan receivable from
shareholder - (12,000) - (12,000) (39,000)
Issue of common shares - - - - 18,950
Convertible note payable 10,000 45,000 10,422 55,000 827,991
Cash acquired on acquisition
of subsidiary - - - - 778
---------------------------------------------------------
10,000 33,000 10,422 43,000 824,816
---------------------------------------------------------
(Decrease) Increase In Cash (11) (1,192) (11) (5,608) 891
Cash, Beginning Of Period 902 1,814 902 6,230 -
---------------------------------------------------------
Cash, End Of Period $ 891 $ 622 $ 891 $ 622 $ 891
========================================================================================
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.
F-4
CUSTOM BRANDED NETWORKS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
--------------------- PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE 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) - - - -
Common stock conversion
rights - - 421,214 - 421,214
Net loss for the year - - - (723,239) (723,239)
--------------------------------------------------------
Balance,
June 30, 2001 32,372,532 15,231 456,258 (883,148) (411,659)
Additional shares issued
in connection with the
acquisition of Custom
Branded Networks, Inc. 1,500,000 - - - -
Common stock
conversion rights - - 109,748 - 109,748
Net loss for the year - - - (326,038) (326,038)
--------------------------------------------------------
Balance,
June 30, 2002 33,872,532 15,231 566,006 (1,209,186) (627,949)
Net loss for
the period - - - (34,604) (34,604)
--------------------------------------------------------
Balance,
December 31, 2002 33,872,532 $15,231 $566,006 $(1,243,790) $(662,553)
========================================================
F-5
CUSTOM BRANDED NETWORKS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited consolidated financial statements as of December 31, 2002 included
herein have been prepared without audit pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with United States generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. It is suggested that
these consolidated financial statements be read in conjunction with the June 30,
2002 audited consolidated financial statements and notes thereto.
2. 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 generated limited operating revenues 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.
F-6
CUSTOM BRANDED NETWORKS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
2. NATURE OF OPERATIONS (Continued)
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.
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
issue 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 issuing 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.
F-7
CUSTOM BRANDED NETWORKS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES
The consolidated 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 judgment.
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. (a Nevada corporation).
b) Use of Estimates
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from management's best
estimates as additional information becomes available in the future.
c) 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
d) 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-8
CUSTOM BRANDED NETWORKS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) 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.
f) Financial Instruments
The Company's financial instruments consist of cash, accounts receivable, 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.
g) Loss Per Share
The Company computes net loss per share in accordance with SFAS No. 128 -
"Earnings Per Share". Under the provisions of SFAS No. 128, basic loss per
share is computed using the weighted average number of common stock outstanding
during the periods. Diluted loss per share is computed using the weighted
average number of common and potentially dilative common stock outstanding
during the period. As the Company generated net losses in each of the periods
presented, the basic and diluted net loss per share is the same as any exercise
of options or warrants would anti-dilutive.
F-9
CUSTOM BRANDED NETWORKS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
h) Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
The Company reviews long-lived assets and including identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceed the fair value of
the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell.
i) New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 141 - "Business Combinations". The Statement requires that all business
combinations initiated after June 30, 2001 be accounted for under the purchase
method of accounting. The Company believes that the adoption of FASB No. 141
will not have a significant impact on its financial statements.
In July 2001, the FASB issued Statement No. 142 - "Goodwill and Other Intangible
Assets". The Statement will require discontinuing the amortization of goodwill
and other intangible assets with indefinite useful lives. Instead, these assets
will be tested periodically for impairment and written down to their fair market
value as necessary. This Statement is effective for fiscal years beginning
after December 15, 2001. The Company believes that the adoption of FASB No. 142
will not have a material impact on its financial statements.
In August 2001, the FASB issued Statement No. 144 - "Accounting for the
Impairment of Long-Lived Assets" which is effective for fiscal years beginning
after December 15, 2001. FASB No. 144 addresses accounting and reporting of
long-lived assets, except goodwill, that are either held and used or disposed of
through sale or other means. The Company believes that the adoption of FASB No.
144 will not have a material impact on its financial statements.
F-10
CUSTOM BRANDED NETWORKS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
4. CAPITAL ASSETS
DECEMBER 31 JUNE 30
2002 2002
------------------------------- ---------
ACCUMULATED NET BOOK NET BOOK
COST DEPRECIATION VALUE VALUE
------------------------------- ---------
Computer equipment $ 1,808 $ 1,507 $ 301 $ 603
Office equipment 3,380 2,292 1,088 1,209
-------------------------------------------
$ 5,188 $ 3,799 $ 1,389 $ 1,812
===========================================
5. CONVERTIBLE NOTE PAYABLE
On January 31, 2002, the Company executed $1,000,000 aggregate principal amount
of convertible notes due not earlier than January 31, 2009. The Company has
received $827,569 in advances through to December 31, 2002. The notes bear no
interest until the maturity date, and interest at 5% per annum on any remaining
principal balance after the maturity date. The notes are convertible, at the
option of the holder, at any time on or prior to maturity into shares of the
Company's common stock at a conversion price of $0.05 per share, and each
converted share includes a warrant to purchase an additional common stock share
at an exercise price of $0.05 per share. The warrants expire three years from
the grant day.
Because the market interest rate on similar types of notes was approximately 14%
per annum the day the notes were issued, the Company has recorded a discount of
$520,962 related to the beneficial conversion feature. The discount will be
amortized as interest expense over the life of the convertible notes, or sooner
upon conversion. During the period, the Company recorded interest expense of
$22,596.
F-11
Item 2. Management's Discussion and Analysis or Plan of Operations
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements involve risks and uncertainties, including statements
regarding the Company's capital needs, business strategy and expectations. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors, including the risks outlined
below, and, from time to time, in other reports the Company files with the SEC.
These factors may cause the Company's actual results to differ materially from
any forward-looking statement. The Company disclaims any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements. The information constitutes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.
PLAN OF OPERATIONS
At December 31, 2002, the Company had cash of $891. To sustain the business
operations of the Company, the Company must obtain additional capital. The
Company's current plans are to borrow money as needed to sustain current
operations. Since inception, the Company has executed $1,000,000 in the
aggregate principal amount of convertible notes. The Company has received
$827,569 in advances against the notes through December 31, 2002. The Company
hopes to obtain additional advances against the notes in order to sustain the
business operations of the Company. However, the holder of the notes is not
obligated to fund the notes further and may not be willing to do so, in which
event the Company will need to obtain funding from some other source. During
the three month period ended December 31, 2002, we incurred operating expenses
of $11,650.00.
The business plan of the Company calls for the Company to provide turnkey
private label Internet solutions to businesses and private organizations that
desire to affiliate with a customer base via the Internet. Our business,
however, has not developed as rapidly as we had originally anticipated. To date,
we have signed up one customer and the deployment of the Internet services for
this customer has not occurred as of yet. It is uncertain at the present time
whether we will be able to develop our current business plan to commercial
viability.
ITEM 3. CONTROLS AND PROCEDURES.
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to the filing date of this report. This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, Mr. Paul G. Carter. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting management to material
information relating to us required to be included in our periodic SEC filings.
There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we carried out our evaluation.
3
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed our reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material legal proceedings and to our knowledge, no
such proceedings are threatened or contemplated.
Item 2. Changes in Securities
We did not complete any sales of our securities during the fiscal quarter ended
December 31, 2002.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to our security holders for a vote during the fiscal
quarter ended December 31, 2002.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K
Exhibit
Number Description of Exhibit
--------- -----------------------------------------------------------------
99.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002(1)
--------------------------------------------------------------------------------
4
(1) Filed as an Exhibit to this Quarterly Report on Form 10-QSB
--------------------------------------------------------------------------------
REPORTS ON FORM 8-K
We did not file any Current Reports on Form 8-K during the fiscal quarter ended
December 31, 2002.
SIGNATURES
In accordance with 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.
CUSTOM BRANDED NETWORKS, INC.
Date: February 13, 2003
By: /s/ Paul G. Carter
-------------------------------
Paul G. Carter
President, Secretary, Treasurer and Director
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer)
(Principal Accounting Officer)
5
CERTIFICATIONS
I, PAUL G. CARTER, Chief Executive Officer and Chief Executive Officer of Custom
Branded Networks, Inc. (the "Registrant"), certify that;
(1) I have reviewed this quarterly report on Form10-QSB of Custom Branded
Networks, Inc.;
(2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
quarterly report;
(4) The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
(5) The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
(6) The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other facts that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ Paul G. Carter
Date: February 13, 2003 ___________________________________
(Signature)
President, Secretary and Treasurer
Chief Executive Officer and
Chief Financial Officer
___________________________________
(Title)