SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CUSTOM BRANDED NETWORKS, INC.
(Exact Name of Registrant as Specified in Its Chapter)
Nevada 91-1975651
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(State of Incorporation) (I.R.S. Employer
Identification No.)
821 E. 29th, North Vancouver, British Columbia, Canada V7K 1B6
Telephone: (604) 904-6946
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(Address and Telephone Number of Principal Executive Offices)
CONSULTING AGREEMENTS
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(Full Title of the Plan)
Cane O'Neill Taylor, LLC, 2300 W. Sahara Ave., Suite 500, Las Vegas, NV 89102
Telephone: (702) 312-6255
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(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Proposed Maximum Aggregate Amount of
Title of Securities Amount to Offering Price Offering Registration
to be Registered be Registered Per Share (1) Price (1) Fee
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Common Stock 4,500,000 $0.01
$0.001 par value Shares Per Share $45,000 $4.14
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(1) The Proposed Maximum Offering Price Per Share is calculated in accordance
with Rule 457(h) of the Securities Act of 1933, as amended, based upon the
last sale reported by the OTC Bulletin Board on January 7, 2003. These
amounts are calculated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) under Securities Act of 1933,
as amended.
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Copies to:
Michael A. Cane
Cane O'Neill Taylor, LLC
2300 W. Sahara Ave., Suite 500
Las Vegas, Nevada 89102
(702) 312-6255
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428
under the Securities Act of 1933, and Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by Custom Branded Networks, Inc. (the "Company"),
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:
(1) The Company's Annual Report on Form 10-KSB filed with the Securities
and Exchange Commission on October 15, 2002;
(2) The Company's Quarterly Report on Form 10-QSB filed with the
Securities and Exchange Commission on November 14, 2002;
(3) The Company's Schedule 14F-1 filed with the Securities and Exchange
Commission on December 18, 2002;
(4) All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the audited financial statements in the Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission on October 15, 2002;
(5) The description of the Company's Common Stock which is contained in
the Company's registration statement on Form 10-SB filed with the
Securities and Exchange Commission on December 17, 1999.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part of this Registration Statement from the date
of the filing of such reports and documents.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the Exchange
Act.
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Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the Company or any of its parents or subsidiaries. Nor was any
such person connected with the Company or any of its parents or subsidiaries as
a promoter, managing or principal underwriter, voting trustee, director,
officer, or employee.
Cane O'Neill Taylor, LLC, independent legal counsel to the Company, has provided
an opinion regarding the due authorization and valid issuance of the shares of
Common Stock.
Item 6. Indemnification of Directors and Officers.
The officers and directors of the Company are indemnified as provided by the
Nevada Revised Statutes (the "NRS") and the Bylaws of the Company.
Unless specifically limited by a corporation's articles of incorporation, the
NRS automatically provides directors with immunity from monetary liabilities.
The Company's Articles of Incorporation do not contain any such limiting
language. Excepted from that immunity are:
(a) a willful failure to deal fairly with the corporation or its shareholders
in connection with a matter in which the director has a material conflict
of interest;
(b) a violation of criminal law unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful;
(c) a transaction from which the director derived an improper personal profit;
and
(d) willful misconduct.
The Articles of Incorporation of the Company state as follows:
The corporation shall indemnify, to the full extent and in the manner permitted
under the laws of Nevada and any other applicable laws, any person made or
threatened to be made a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of this corporation or served any other enterprise as a
director or officer at the request of this corporation; such right of
indemnification shall also be applicable to the executors, administrators and
other similar legal representative of any such director or officer. The
provisions of this Section shall be deemed to be a contract between the
corporation and each director and officer who serves in such capacity at any
time while this Section is in effect, and any repeal or modification of this
Section shall not affect any rights or obligations then existing with respect to
any state of facts then existing or any action, suit or proceeding brought based
in whole or in part upon any such state of facts. The foregoing rights of
indemnification shall not be deemed exclusive of any other rights to which any
director or officer or his legal representative may be entitled apart from the
provisions of this Section.
The By-laws of the Company state as follows:
The corporation shall indemnify, to the full extent and in the manner permitted
under the laws of Nevada and any other applicable laws, any person made or
threatened to be made a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of this corporation or served any other enterprise as a
director or officer at the request of this corporation; such right of
indemnification shall also be applicable to the executors, administrators and
other similar legal representative of any such director or officer. The
provisions of this Section shall be deemed to be a contract between the
corporation and each director and officer who serves in such capacity at any
time while this Section is in effect, and any repeal or modification of this
Section shall not affect any rights or obligations then existing with respect to
any state of facts then existing or any action, suit or proceeding brought based
in whole or in part upon any such
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state of facts. The foregoing rights of indemnification shall not be deemed
exclusive of any other rights to which any director or officer or his legal
representative may be entitled apart from the provisions of this Section. The
following provisions shall govern indemnification under this Section:
Each person indemnified by the corporation must promptly after receipt of
written notice of any demand or claim or the commencement of any action, suit or
proceeding within the corporation's indemnification obligation shall immediately
notify the corporation in writing.
The corporation shall have the right, by notifying the party who asserts a
claim for indemnification within thirty (30) days after the corporation's
receipt of the notice of the claim or demand, to assume the entire control of
the defense, compromise, or settlement of the action, suit or proceeding,
including employment of counsel of the corporation's choice. The party who
asserts the right to indemnification under this Section shall have the right to
participate, at such party's expense and with counsel of such party's choice, in
the defense, compromise, or settlement of the matter.
The corporation's indemnification obligations shall be binding on the
corporation and its successors and assigns and shall enure to the benefit of
and, where applicable, shall be binding on each party entitled to
indemnification and his or her successors and assigns. The corporation may
prospectively amend, modify or revoke the provisions of this Section concerning
indemnification.
Each party entitled to indemnification under this Section expressly and
unconditionally waives, in connection with any suit, action or proceeding
brought by such party concerning indemnification under this Section, any and
every right such person may have to: (a) injunctive relief; (b) a trial by
jury; (c) interpose any counterclaim; and (d) have such suit, action or
proceeding consolidated with any other or separate suit, action or proceeding.
Nothing in this Section shall prevent or prohibit the corporation from
instituting or maintaining a separate action against any party who asserts a
claim for indemnification under this Section.
This indemnity provision and the rights and obligations of the parties
under this Section shall in all respects be governed by, and construed and
enforced in accordance with, the laws of the State of Nevada applicable to the
interpretation, construction and enforcement of indemnities (without giving
effect to Nevada's principles of conflicts of law).
Each party who asserts a claim for indemnification under this Section
irrevocably submits to the jurisdiction of and venue in of any Nevada state
court or United States District Court sitting in Washoe County, Nevada, over any
suit, action or proceeding arising from or relating to indemnification under
this Section, and agrees that any suit, action or proceeding concerning or
relating to a claim for indemnification under this Section shall be commenced
and maintained in such courts. Each such party agrees and consents that, in
addition to any other methods of service of process provided for under
applicable law, all service of process in any such suit, action or proceeding
may be made by certified or registered mail, return receipt requested, directed
to such person at his or her respective address, and such service shall be
complete five (5) days after mailing.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
Number Description of Document
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5.1 Opinion of Cane O'Neill Taylor, LLC, independent legal counsel,
regarding the due authorization and valid issuance of the shares of
Common Stock, with consent to use.
10.1 Consulting Agreement with Jason Hofman
10.2 Consulting Agreement with Raymond Hofman
10.3 Consulting Agreement with Lucia Azevedo
23.1 Consent of Morgan & Company, Chartered Accountants
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(3) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided however, that that paragraphs (a) (1) and (2) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(2) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by the director, officer
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or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of the counsel the matter has been
settled by controlling precedent, submit to the appropriate jurisdiction
the question of whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Custom Branded Networks, Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing a Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, Province of
British Columbia, on January 8, 2003.
Custom Branded Networks, Inc.
By: /s/ Paul G. Carter
______________________
Paul G. Carter
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the date indicated.
Signature Title Date
Principal Executive Officer
Principal Accounting Officer
/s/ Paul G. Carter Principal Financial Officer
________________________ Sole Director January 8, 2003
Paul G. Carter
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