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 March 31, 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.
------------------------------------------------------------
(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
--------------------------------------- --------------
(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
March 31, 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 nine months ended March 31, 2003 are not necessarily
indicative of the results that can be expected for the year ending
June 30, 2003.
2
CUSTOM BRANDED NETWORKS, INC.
(An Exploration Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
CUSTOM BRANDED NETWORKS, INC.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
-----------------------------------------------------------------------------
MARCH 31 JUNE 30
2003 2002
-----------------------------------------------------------------------------
ASSETS
Current
Cash $ 1,214 $ 902
Capital Assets, net (Note 4) 1,178 1,812
Mineral Properties (Note 6) - -
------------------------------
$ 2,392 $ 2,714
=============================================================================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 314,464 $ 307,860
Convertible Note Payable, net of
discount (Note 5) 418,528 322,803
------------------------------
732,992 630,663
------------------------------
STOCKHOLDERS' DEFICIENCY
Share Capital
Authorized:
50,000,000 common shares with a par
value of $0.001 per share at March
31, 2003 and June 30, 2002
Issued and outstanding:
38,372,532 common shares at March
31, 2003 and 33,872,532 common shares
at June 30, 2002 19,731 15,231
Additional paid-in capital 606,506 566,006
Deficit Accumulated During The
Development Stage (1,323,087) (1,209,186)
Other (33,750) -
------------------------------
(730,600) (627,949)
------------------------------
$ 2,392 $ 2,714
=============================================================================
CUSTOM BRANDED NETWORKS, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
-----------------------------------------------------------------------------
INCEPTION
JUNE 18
THREE MONTHS ENDED NINE MONTHS ENDED 1999 TO
MARCH 31 MARCH 31 MARCH 31
2003 2002 2003 2002 2003
-----------------------------------------------------------------------------
Revenue $ - $ - $ - $ 3,980 $ 184,162
-----------------------------------------------------------
Expenses
Administrative
expenses 17,999 85,399 30,007 282,130 1,374,714
Interest
Expense 11,298 - 33,894 - 70,090
Mineral
property
payment 50,000 - 50,000 - 50,000
Write down of
capital assets - - - - 12,445
-----------------------------------------------------------
79,297 85,399 113,901 282,130 1,507,249
-----------------------------------------------------------
Net Loss For The
Period (79,297) (85,399) (113,901) (278,150)$(1,323,087)
===========
Accumulated
Deficit,
Beginning Of
Period (1,243,790) (1,075,899) (1,209,186) (883,148)
-----------------------------------------------------------
Accumulated
Deficit, End Of
Period $(1,323,087)$(1,161,298)$(1,323,087)$(1,161,298)
==================================================================
Loss Per Share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
==================================================================
Weighted Average
Number Of Shares
Outstanding 33,072,532 33,872,532 35,252,094 33,705,865
==================================================================
CUSTOM BRANDED NETWORKS, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
-----------------------------------------------------------------------------
INCEPTION
JUNE 28
THREE MONTHS ENDED NINE MONTHS ENDED 1999 TO
MARCH 31 MARCH 31 MARCH 31
2003 2002 2003 2002 2003
-----------------------------------------------------------------------------
Cash Flows From
Operating
Activities
Loss for the
Period $ (79,297) $ (85,399) $ (113,901) $ (278,150) $ (1,254,745)
Adjustments To
Reconcile Loss
To Net Cash Used
By Operating
Activities
Shares issued for
Other than cash 11,250 - 11,250 - 11,250
Amortization 211 151 634 452 1,839
Amortization of
Interest 11,298 - 33,894 - 70,090
Write down of
capital assets - - - - 12,445
Change in prepaid
expenses and
advances - 34,342 - 28,384 (28,546)
Change in accounts
payable and
accrued
liabilities 5,452 5,611 6,604 155,411 314,464
----------------------------------------------------------
(51,086) (45,295) (61,519) (93,903) (873,203)
----------------------------------------------------------
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 - 37,000 - 25,000 (39,000)
Issue of common
Shares - - - - 18,950
Convertible note
payable 51,409 8,565 61,831 63,565 879,400
Cash acquired on
acquisition of
subsidiary - - - - 778
----------------------------------------------------------
51,409 45,565 61,831 88,565 876,225
----------------------------------------------------------
(Decrease) Increase
In Cash 323 270 312 (5,338) 1,214
Cash, Beginning Of
Period 891 622 902 6,230 -
----------------------------------------------------------
Cash, End Of Period $ 1,214 $ 892 $ 1,214 $ 892 $ 1,214
=============================================================================
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.
During the period ended March 31, 2003, the Company issued 4,500,000
common shares for consulting services at an ascribed value of $45,000.
CUSTOM BRANDED NETWORKS, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
------------------- PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL OTHER 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)
CUSTOM BRANDED NETWORKS, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY (Continued)
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
------------------- PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL OTHER STAGE TOTAL
---------------------------------------------------------------
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 - - - 11,250 - 11,250
Net loss for
the period - - - - (113,901) (113,901)
---------------------------------------------------------------
Balance, March
31, 2003 38,372,532 $ 19,731 $ 606,506 $ (33,750) $(1,323,087)$(730,600)
===============================================================
CUSTOM BRANDED NETWORKS, INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited consolidated financial statements as of March
31, 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, 2002
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 period ended March 31,
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 $1,323,087 for the period from
April 12, 2002 (inception) to March 31, 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.
CUSTOM BRANDED NETWORKS, INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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.
CUSTOM BRANDED NETWORKS, INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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) 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.
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.
CUSTOM BRANDED NETWORKS, INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
4. CAPITAL ASSETS
MARCH 31 JUNE 30
2003 2002
-------------------------------- -----------
ACCUMULATED NET BOOK NET BOOK
COST DEPRECIATION VALUE VALUE
-------------------------------- -----------
Computer equipment $ 1,808 $ 1,658 $ 150 $ 603
Office equipment 3,380 2,352 1,028 1,209
-------------------------------- -----------
$ 5,188 $ 4,010 $ 1,178 $ 1,812
================================ ===========
CUSTOM BRANDED NETWORKS, INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
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 $879,400 in
advances through to March 31, 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 $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 $33,894.
6. MINERAL PROPERTIES
On February 5, 2003, the Company entered into an agreement to
acquire 100% interest in mineral properties located in outer
Mongolia.
In order to earn its interest, the Company is required to:
i) make a cash payment of $50,000;
ii) issue 5,000,000 common shares.
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 March 31, 2003, the Company had cash of $1,214. 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 $879,400 in
advances against the notes through March 31, 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. During the three month
period ended March 31, 2003, we incurred expenses of $79,297.00.
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.
Of the $79,297.00 in expenses incurred during the three month
period ended March 31, 2003, $50,000.00 was a payment toward the
acquisition of six mineral properties in Mongolia. The decision by
management to acquire these properties is a departure from the
pursuit of continued development of the business plan of the
Company to provide certain Internet solutions to businesses and
private organizations. It is the intention of management to pursue
avenues that will allow the Company to begin to investigate the
potential for developing the mineral properties. 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.
3
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 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 March 31, 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 March 31, 2003.
Item 5. Other Information
On May 9, 2003, the Company acquired six mineral titles within the
Turquoise Hill area of the South Gobi Region of Mongolia. The
Company paid US$50,000 toward the acquisition of the mineral titles
and is required to deliver to the vendor 5,000,000 shares of common
stock of the Company to complete the transaction. The Company is
waiting for the vendor to make necessary legal
4
arrangements to be able to transfer title to the properties before
issuing the common shares.
Management is pleased with the acquisitions due to their close
proximity to mineral rich deposits that have been recently
discovered within the South Gobi Region. Preliminary reports have
indicated that the Ivanhoe Mines Ltd. Turquoise Hill (Oyu Tolgoi)
deposit within the Turquoise Hill area is one of the largest copper
and gold porphyry deposits in the world. With Ivanhoe's proposed
construction of an 80 km railway link from China to Turquoise Hill
and with at least 7 km of the railway link running through or close
to one of the mineral titles we have acquired, management is
optimistic about this project. Proximity of our mineral titles to
the Ivanhoe deposit does not assure our mineral titles will possess
the same mineral qualities as the Ivanhoe deposit.
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.
Item 6. Exhibits and Reports on Form 8-K.
EXHIBITS
None
REPORTS ON FORM 8-K
We did not file any Current Reports on Form 8-K during the fiscal
quarter ended March 31, 2003.
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: May 13, 2003
By: /s/ Paul G. Carter
----------------------------------
Paul G. Carter
Principal Executive Officer
Principal Financial Officer
Chief Accounting Officer
5
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul G. Carter, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that the Quarterly Report on Form 10-QSB of Custom Branded Networks,
Inc. for the quarterly period ending March 31, 2003 fully complies
with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in the
Quarterly Report on Form 10-QSB fairly presents in all material
respects the financial condition and results of operations of Custom
Branded Networks, Inc.
Date: May 13, 2003
By: /s/ Paul G. Carter
---------------------------------
Paul G. Carter
Principal Executive Officer
Principal Financial Officer
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, PAUL G. CARTER, Principal Executive Officer and Principal
Financial 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.
Date: May 13, 2003
By: /s/ Paul G. Carter
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Paul G. Carter
Principal Executive Officer
Principal Financial Officer