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 SEPTEMBER 30, 2003
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
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Commission File Number 000-28535
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CUSTOM BRANDED NETWORKS, INC.
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(Exact name of small Business Issuer as specified in its charter)
NEVADA 91-1975651
------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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
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Not Applicable
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(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 NOVEMBER 13, 2003.
1
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 three
months ended September 30, 2003 are not necessarily indicative of the results
that can be expected for the year ending June 30, 2004.
2
CUSTOM BRANDED NETWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(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)
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SEPTEMBER 30 JUNE 30
2003 2003
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ASSETS
CURRENT
Cash $ 894 $ 894
CAPITAL ASSETS (Note 4) 919 967
--------------------------
$ 1,813 $ 1,861
==================================================================
LIABILITIES
CURRENT
Accounts payable and
accrued liabilities $ 318,332 $ 316,398
CONVERTIBLE NOTE PAYABLE,
Net of discount (Note 5) 402,037 388,029
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720,369 704,427
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STOCKHOLDERS' DEFICIENCY
SHARE CAPITAL
Authorized:
50,000,000 common shares
with a par value of $0.001 per
share at September 30, 2003
and June 30, 2003
Issued and outstanding:
38,372,532 common shares at
September 30, 2003 and
June 30, 2003 19,731 19,731
Additional paid-in capital 651,622 651,622
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE (1,378,659) (1,351,419)
OTHER (11,250) (22,500)
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(718,556) (702,566)
--------------------------
$ 1,813 $ 1,861
==================================================================
F-2
CUSTOM BRANDED NETWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(UNAUDITED)
(STATED IN U.S. DOLLARS)
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INCEPTION
JUNE 28
THREE MONTHS ENDED 1999 TO
SEPTEMBER 30 SEPTEMBER 30
2003 2002 2003
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REVENUE $ - $ - $ 184,162
EXPENSES
Administrative expenses 13,659 358 1,405,407
Interest expense 13,581 11,298 94,969
Mineral property payment - - 50,000
Write down of capital assets - - 12,445
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27,240 11,656 1,562,821
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NET LOSS FOR THE PERIOD (27,240) (11,656) $(1,378,659)
============
ACCUMULATED DEFICIT,
BEGINNING OF PERIOD (1,351,419) (1,209,186)
--------------------------------
ACCUMULATED DEFICIT,
END OF PERIOD $(1,378,659) $(1,220,842)
====================================================================
LOSS PER SHARE,
Basic and diluted $ (0.01) $ (0.01)
====================================================================
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 38,372,532 33,872,532
====================================================================
F-3
CUSTOM BRANDED NETWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(STATED IN U.S. DOLLARS)
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INCEPTION
JUNE 28
THREE MONTHS ENDED 1999 TO
SEPTEMBER 30 SEPTEMBER 30
2003 2002 2003
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CASH FLOWS FROM
OPERATING ACTIVITIES
Loss for the period $(27,240) $(11,656) $(1,310,317)
ADJUSTMENTS TO RECONCILE
LOSS TO NET CASH USED
BY OPERATING ACTIVITIES
Shares issued for other
than cash 11,250 - 33,750
Amortization 48 212 2,098
Amortization of interest 13,581 11,298 94,969
Write down of capital assets - - 12,445
Change in prepaid expenses
and advances - - (28,546)
Change in accounts payable
and accrued liabilities 1,934 (276) 318,332
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(427) (422) (877,269)
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CASH FLOWS FROM INVESTING
ACTIVITY
Purchase of capital assets - - (1,808)
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CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from loan payable
to shareholder - - 16,097
Loan receivable from
shareholder - - (39,000)
Issue of common shares - - 18,950
Convertible note payable 427 422 883,146
Cash acquired on acquisition
of subsidiary - - 778
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427 422 879,971
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(DECREASE) INCREASE IN CASH - - 894
CASH, BEGINNING OF PERIOD 894 902 -
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CASH, END OF PERIOD $ 894 $ 902 $ 894
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F-4
CUSTOM BRANDED NETWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY
SEPTEMBER 30, 2003
(UNAUDITED)
(STATED IN U.S. DOLLARS)
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL OTHER STAGE TOTAL
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Issuance of shares to
founders 3,465 $ 3 $ 18,947 $ - $ - $ 18,950
Net loss for the period . . - - - - (159,909) (159,909)
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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
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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 - - - - -
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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)
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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)
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Balance, June 30, 2002. . . 33,872,532 15,231 566,006 - (1,209,186) (627,949)
F-5
CUSTOM BRANDED NETWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY (CONTINUED)
SEPTEMBER 30, 2003
(UNAUDITED)
(STATED IN U.S. DOLLARS)
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL OTHER STAGE TOTAL
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Balance, June 30, 2002. . 33,872,532 $ 15,231 $ 566,006 $ - $(1,209,186) $ (627,949)
Issue of common stock for
deferred compensation
expense. . . . . . . . . 4,500,000 4,500 40,500 (45,000) - -
Amortization of deferred
compensation . . . . . . - - - 22,500 - 22,500
Common stock
conversion rights. . . . - - 45,116 - - 45,116
Net loss for the year . . - - - - (142,233) (142,233)
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Balance, June 30, 2003. . 38,372,532 19,731 651,622 (22,500) (1,351,419) (702,566)
Amortization of deferred
compensation . . . . . . - - - 11,250 - 11,250
Net loss for the period . - - - - (27,240) (27,240)
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Balance, September 30,
2003 . . . . . . . . . . 38,372,532 $ 19,731 $ 651,622 $( 11,250) $(1,378,659) $ (718,556)
F-6
CUSTOM BRANDED NETWORKS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(UNAUDITED)
(STATED IN U.S. DOLLARS)
1. BASIS OF PRESENTATION
The unaudited consolidated financial statements as of September 30, 2003
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,
2003 audited consolidated financial statements and notes thereto.
2. NATURE OF OPERATIONS AND GOING CONCERN
Custom Branded Networks, Inc. (the "Company") was previously engaged in the
business of providing turnkey private label internet services to organizations
throughout the domestic United States and Canada. During the year ended June
30, 2003, the Company became an exploration staged company engaged in the
acquisition and exploration of mining claims. Upon location of a commercial
minable reserve, the Company expects to actively prepare the site for its
extraction and enter a development stage.
Going Concern
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.
As shown in the accompanying financial statements, the Company has incurred a
net loss of $1,378,659 for the period from April 12, 2002 (inception) to
September 30, 2003, and has no sales. The future of the Company is dependent
upon its ability to obtain financing and upon future profitable operations from
the development of its mineral claims. Management has plans to seek additional
capital through a private placement and public offering of its common stock.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
F-7
CUSTOM BRANDED NETWORKS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(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.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(UNAUDITED)
(STATED IN U.S. DOLLARS)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) Mineral Claim Payments and Exploration Costs
The Company expenses all costs related to the acquisition, maintenance and
exploration of mineral claims in which it has secured exploration rights prior
to establishment of proven and probable reserves. To date, the Company has not
established the commercial feasibility of its exploration prospects, therefore,
all costs are being expensed.
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) Stock Based Compensation
The Company measures compensation cost for stock based compensation using the
intrinsic value method of accounting as prescribed by A.P.B. Opinion No. 25 -
"Accounting for Stock Issued to Employees". The Company has adopted those
provisions of Statement of Financial Accounting Standards No. 123 - "Accounting
for Stock Based Compensation", which require disclosure of the pro-forma effect
on net earnings and earnings per share as if compensation cost had been
recognized based upon the estimated fair value at the date of grant for options
awarded.
h) 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.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(UNAUDITED)
(STATED IN U.S. DOLLARS)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
i) 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.
j) 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.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(UNAUDITED)
(STATED IN U.S. DOLLARS)
4. CAPITAL ASSETS
SEPTEMBER 30 JUNE 30
2003 2003
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ACCUMULATED NET BOOK NET BOOK
COST DEPRECIATION VALUE VALUE
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Computer equipment $ 1,808 $ 1,808 $ - $ -
Office equipment 3,380 2,461 919 967
$ 5,188 $ 4,269 $ 919 $ 967
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 $883,146 in advances through to September 30, 2003. 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
$576,078 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
$13,581 (2002 - $11,298).
6. MINERAL PROPERTIES
On February 5, 2003, the Company entered into an agreement to acquire 100%
interest in mineral properties located in outer Mongolia by making a cash
payment of $50,000 (paid) and issuing 5,000,000 common shares.
F-11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Plan of Operations:
---------------------
At September 30, 2003, the Company had cash of $894. Expenses for the fiscal
quarter covered by this report totalled $27,240.00 giving the Company a net loss
for the quarter of $27,240.00 since the Company has no operating revenues at the
present time. 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 $883,146 in advances against the notes through September
30, 2003. 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.
The business plan of the Company for the past thirty months has been to provide
certain Internet solutions to businesses and private organizations. However, on
May 9, 2003, the Company acquired the rights to six mineral titles within the
Turquoise Hill area of the South Gobi Region of Mongolia. The Company paid
$50,000 toward the acquisition of the mineral titles and issued 5,000,000 shares
of common stock of the Company to complete the transaction. The shares will be
delivered at such time as legal title to the mineral titles is delivered.
Therefore, the Company is waiting for the vendor to make necessary legal
arrangements to be able to transfer title to the properties before delivering
the common shares.
It is the intention of management to commence geological and geophysical testing
immediately upon receipt of legal title to the mineral properties, with primary
focus on pursuing and identifying any mineral occurrences within the project
areas. As these possibilities develop, it is likely that the Company will
abandon its Internet solutions business plan and focus on the acquisition and
development of mineral interests during the next 12 months and beyond.
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.
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.
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
3
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
September 30, 2003.
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 September 30, 2003.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
EXHIBITS
99.1 Certification by CEO and CFO pursuant to Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934, as adopted pursuat to
Section 302 of the Sarbanes-Oxley Act of 2002
99.2 Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
4
REPORTS ON FORM 8-K
We did not file any Current Reports on Form 8-K during the fiscal quarter ended
September 30, 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: November 13, 2003
By: /s/ Paul G. Carter
----------------------------------------
Paul G. Carter
Principal Executive Officer
Principal Financial Officer
Chief Accounting Office