UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
Custom Branded Networks, Inc.
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(Exact name of registrant as
specified in its corporate charter)
000-28535
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Commission File No.
Nevada 91-1975651
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(State of Incorporation) (IRS Employer
Identification No.)
821 E. 29th
North Vancouver, British Columbia, Canada V7K 1B6
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(Address of principal executive offices)
(604) 904-6949
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(Issuer's telephone number)
CUSTOM BRANDED NETWORKS, INC.
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
GENERAL
This Information Statement is being delivered on or about December 13, 2002 to
the holders of shares of common stock, par value $.001 per share (the "Common
Stock") of Custom Branded Networks, Inc., a Nevada corporation (the "Company").
On December 10, 2002, John Platt acting as the sole remaining director of the
Company appointed Paul G. Carter to fill a vacancy on the board of directors.
On December 11, 2002, John Platt resigned as a member of the board of directors
leaving Paul G. Carter as the sole member of the board of directors.
Paul G. Carter will not take office until at least ten days after this
Information Statement is mailed or delivered to Company shareholders in
compliance with Section 14(f) of the Securities Exchange Act of 1934, as
amended, and Rule 14f-1 thereunder. Section 14(f) requires that this
Information Statement be provided to the shareholders of the Company due to the
change in a majority of the members of the board of directors of the Company by
means other than through a vote of the shareholders of the Company.
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Voting Securities of the Company
On December 9, 2002, there were 29,245,865 shares of the Company's common stock
issued and outstanding. Each share of common stock entitles the holder thereof
to one vote on each matter that may come before a meeting of the shareholders.
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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 December 9, 2002 and by the officers and directors of the
Company 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 5.7%
535 Chesterfield Circle
San Marcos, CA 92069
Paul G. Carter (2) 0 0.0%
821 E. 29th
North Vancouver, B.C.
V7K 1B6
Right Mind LLC 8,270,000 28.3%
535 Chesterfield Circle
San Marcos, CA 92069
Wagstall Developments Ltd 2,000,000 6.8%
All Executive officers and
Directors as a Group (one) 1,654,000 (3) 5.7%
(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) Mr. Carter is included in the table since he is a director nominee. As set
forth in the table, however, he does not hold any beneficial ownership in
the securities of the Company.
(3) The shares represented are held by Mr. Platt, the sole director of the
Company. Even though Mr. Platt has resigned as a director of the Company,
his resignation will not take effect until 10 days following the mailing of
this Information Statement to the shareholders of the Company.
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Directors and Executive Officers
The following tables set forth information regarding the Company's current
executive officers and directors and the proposed executive officers and
directors of the Company:
Current Executive Officers and Directors:
Name Age Position with Registrant
John Platt 42 Director (1)
Paul G. Carter 40 President (2)
Proposed Executive Officer and Director:
Name Age Proposed Position with Registrant
Paul G. Carter 40 Director (2)
(1) Mr. Platt was elected a director of the Company on February 2, 2001,
and has served continuously in that position since that time. He
tendered his resignation as a director on December 11, 2002. His
resignation will take effect ten days following the mailing of this
Information Statement to the shareholders of the Company.
(2) Mr. Carter was elected the president of the Company on December 10,
2002. On the same day, Mr. Carter was elected a director of the
Company, which election will take effect ten days following the
mailing of this Information Statement to the shareholders of the
Company.
Set forth below is a brief description of the background and business experience
of each of our existing and proposed executive officers and directors for the
past five years.
Mr. Platt has been chairman and CEO of the Company since February 2, 2001.
Prior to that, he was the CEO of Custom Branded Networks, Inc., a Delaware
corporation, 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.
Mr. Carter is employed by Tempco Oil and Gas Drilling Contractors. From May
2000 through February 2001 he was production manager for Dealer Equipment Ltd.
From 1998 through 2000, Mr. Carter was special projects manager for Streamside
Management Ltd. From 1994 through 1998, he was project manager for the
Tajikistan Development Project that reactivated an open pit mine in Northern
Tajikistan.
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Term of Office
The Directors are appointed for a one-year term to hold office until the next
annual general meeting of shareholders or until removed from office in
accordance with our bylaws. The officers are appointed by the board of
directors and hold office until removed by the board.
Legal Proceedings Involving Directors and Executive Officers
The Company is not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent of
any class of voting securities of the Company is a party adverse to the Company
or has a material interest adverse to the Company.
Certain Relationships And Related Transactions
Except as disclosed herein, none of the Company's directors or officers, nor any
proposed director, nor any person who beneficially owns, directly or indirectly,
shares carrying more than 5% of the voting rights attached to all of the
Company's outstanding shares, nor any promoter, nor any relative or spouse of
any of the foregoing persons has any material interest, direct or indirect, in
any transaction since the Company's incorporation or in any presently proposed
transaction which, in either case, has or will materially affect us.
Effective January 31, 2002, the Company, restructured its debt with OTC
Investments, Ltd. ("OTC Investments") at 1710-1177 West Hastings Street,
Vancouver, B.C. V6E 2L3. The restructuring was necessary to obtain additional
financing from OTC Investments to stabilize the current financial position of
the Company. The Company issued two convertible promissory notes (the "Notes")
to OTC Investments. Each of the Notes is in the face amount of $500,000. One
of the Notes, however, is structured as a line of credit against which
approximately $300,000 has been drawn at the present time. The Notes replaced a
convertible note then held by OTC Investments in the face amount of $750,000.
The Notes also documented additional financing that OTC Investments had extended
to the Company over the $750,000 amount. The restructuring allows OTC
Investments to extend additional financing to the Company at OTC Investment's
discretion until a total of $1,000,000, or the full face amount of both of Notes
is reached. At OTC Investment's option, the Notes, or any portion thereof, are
convertible into common shares of the Company at the rate of $0.05 of the
principal balance of the Notes per common share. The conversion rate of $0.05
is not altered by any reverse split of the common shares or any recapitalization
or other roll back of the equity capital of the Company. At June 30, 2002, the
total advances received on the Notes totaled in the aggregate $817,569.
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Compliance with Section 16(A) Of the Securities Exchange Act Of 1934
The following persons have failed to file, on a timely basis, the identified
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year:
Number Transactions Known Failures
Of late Not Timely To File a
Name and principal position Reports Reported Required Form
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John Platt, Chairman 0 0 1
Executive Compensation
The following table sets forth certain information regarding compensation to our
officers and directors.
Annual Compensation Table
Annual Compensation Long Term Compensation
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All
Other Other
Annual Restricted LTIP Com-
Fiscal Compen- Stock Options/ pay- pensa-
Name Title Year Salary Bonus sation Awarded SARs(#) outs($) tion
---- ----- ------ ------ ----- ------ ------- ------- ------- ------
John CEO, 2000-
Platt Chairman 2001 $20,000 0 0 0 0 0 0
and 2001-
Director 2002 $0.00 0 0 0 0 0 0
Incentive Stock Options
There have been no stock options issued to any officers or directors.
Committees of the Board of Directors
The board of directors of the Company does not have any standing audit,
nominating, compensation or related committees.
Meetings of the Board of Directors
There were actions taken by the board of directors pursuant to unanimous written
consent during the last full fiscal year of the Company. However, during that
year, there were no meetings of the board of directors held.
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Dated: December 12, 2002 Custom Branded Networks, Inc.
/s/ Paul G. Carter
__________________________________
Paul G. Carter
President
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