SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material under Section 240.14a-12
CUSTOM BRANDED NETWORKS, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Proposed maximum aggregate value of transaction:
4) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
CUSTOM BRANDED NETWORKS, INC.
821 E. 29th
North Vancouver, British Columbia, Canada V7K 1B6
November 8, 2004
Dear Shareholder:
You are cordially invited to attend the special meeting of shareholders of
CUSTOM BRANDED NETWORKS, INC., which will be held at the offices of the
Company's corporate counsel at 10616 Eagle Nest Street, Las Vegas, NV 89141 on
November 19, 2004 at 2:00 p.m. Pacific Time.
Details of the business to be conducted at the special meeting are given in the
attached Notice of Special Meeting of Shareholders and Proxy Statement.
Whether or not you attend the special meeting, it is important that your shares
be represented and voted at the meeting. Therefore, I urge you to sign, date,
and promptly return the enclosed proxy. If you decide to attend the special
meeting and vote in person, you will of course have that opportunity.
On behalf of the board of directors, I would like to express our appreciation
for your continued interest in the affairs of CUSTOM BRANDED NETWORKS, Inc.
Sincerely,
Paul G. Carter
President & CEO & Director
CUSTOM BRANDED NETWORKS, INC.
821 E. 29th
North Vancouver, British Columbia, Canada V7K 1B6
Telephone (604) 904-6946
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
___________________________________________________
TO THE SHAREHOLDERS OF CUSTOM BRANDED NETWORKS INC.:
The special meeting of the shareholders of CUSTOM BRANDED NETWORKS, INC. will be
held at the offices of the Company's corporate counsel at 10616 Eagle Nest
Street, Las Vegas, NV 89141, on November 19, 2004 at 2:00 p.m. Pacific Time,
for the following purposes:
1. To vote upon a proposal to amend the articles of incorporation in order
the authorize the board of directors to increase the number of authorized common
shares from 50,000,000 shares to 250,000,000 shares and to authorized the
issuance of 50,000,000 preferred shares pursuant to rights and preferences
established by the board of directors in its sole discretion.
2. To vote upon a proposal to amend the articles of incorporation in to the
authorize the board of directors to change the name of corporation from its
present name to a name reflective of the business operations the Company will
engage in, in the future.
Shareholders of record at the close of business on October 26, 2004 are entitled
to notice of and to vote at the meeting. The Company's proxy statement to
shareholders accompanies this notice.
All shareholders are invited to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS,
Paul G. Carter, President , CEO & Director
North Vancouver, British Columbia, Canada
November 8, 2004
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, WE URGE YOU TO SIGN, DATE, AND
RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE. THIS WILL ENSURE THE
PRESENCE OF A QUORUM AT THE MEETING. PROMPTLY SIGNING, DATING, AND RETURNING THE
PROXY WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR STOCK
AT THE MEETING IF YOU DESIRE TO DO SO, AS YOUR PROXY IS REVOCABLE AT YOUR
OPTION.
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CUSTOM BRANDED NETWORKS, INC.
821 E. 29th
North Vancouver, British Columbia, Canada V7K 1B6
Telephone (604) 904-6946
________________________________________________
PROXY STATEMENT
________________________________________________
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 19, 2004
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION
WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY CUSTOM BRANDED NETWORKS, INC. OR ANY OTHER PERSON.
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of CUSTOM BRANDED NETWORKS, INC. (the "Company") for
use at the special meeting of the shareholders of the Company, or any
adjournments thereof. The meeting will be held at the offices of the corporate
counsel of the Company at 10616 Eagle Nest Street, Las Vegas, NV 89141, on
November 19, 2004 at 2:00 p.m. Pacific Time, to approve an amendment to the
articles of incorporation.
Other than the matters specifically discussed herein, management knows of no
other business that may properly come before the meeting to be voted upon though
there may be a discussion of projected upcoming events. The above matters to be
voted upon require for their approval the affirmative vote of a majority of the
shares of the Company issued and outstanding.
This proxy statement and the enclosed form of proxy are first being mailed to
shareholders on or about November 8, 2004.
RECORD DATE; SOLICITATION OF PROXIES
The board of directors of CUSTOM BRANDED NETWORKS, INC. has fixed the close of
business on October 26, 2004 as the record date for the determination of
shareholders entitled to notice of and to vote at the special meeting. At the
record date, there were approximately 48,272,532 shares of common stock issued,
outstanding, and entitled to vote at the meeting. Holders of common stock are
entitled to one vote at the meeting for each share of common stock held of
record on the record date. There are no separate voting groups or separate
series of stock.
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In addition to the solicitation of proxies by the board of directors through use
of the mails, proxies may also be solicited by CUSTOM BRANDED NETWORKS, INC. and
its directors, officers and employees (who will receive no additional
compensation therefor) by telephone, telegram, facsimile transmission or other
electronic communication, and/or by personal interview. CUSTOM BRANDED
NETWORKS, INC. will reimburse banks, brokerage houses, custodians and other
fiduciaries who hold shares of common stock in their name or custody, or in the
name of nominees for others, for their out-of-pocket expenses incurred in
forwarding copies of the proxy materials to those persons for whom they hold
such shares. CUSTOM BRANDED NETWORKS, INC. will bear the costs of the special
meeting and of soliciting proxies therefor, including the cost of printing and
mailing this proxy statement and related materials. CUSTOM BRANDED NETWORKS,
INC. has spent approximately $2,000 in legal and other expenses in the
preparation of this proxy statement and other expenses connected with the
solicitation of security holders. It is anticipated that CUSTOM BRANDED
NETWORKS, INC. will spend an additional $1,000 in solicitation of security
holders before the meeting is held.
Any questions or requests for assistance regarding CUSTOM BRANDED NETWORKS,
INC.'s proxies and related materials may be directed in writing to Paul G.
Carter, President & CEO, at 821 E. 29th, North Vancouver, B.C. Canada V7K 1B6.
VOTE REQUIRED AND VOTING
In order to obtain shareholder approval for the amendment to the articles of
incorporation, it requires the affirmative vote at the meeting of a majority of
all common shares issued and outstanding.
You can vote by either attending the meeting in person or by filling out and
sending in your proxy. Shares of common stock that are represented by properly
executed proxies, unless such proxies shall have previously been properly
revoked (as provided herein), will be voted in accordance with the instructions
indicated in such proxies. If no contrary instructions are indicated, such
shares will be voted FOR the amendment to the articles of incorporation. Shares
represented by proxies that have voted against the propositions presented at the
meeting cannot be used to postpone or adjourn the meeting in order to solicit
more votes for the proposition.
Brokers who hold shares in a street name have the authority to vote when they
have not received instructions from the beneficial owners. Brokers who do not
receive instructions, but who are present in person or by proxy at the meeting
will be counted as present for quorum purposes.
OTHER MATTERS
It is not expected that any matters other than those referred to in this proxy
statement will be brought before the meeting to be voted upon though there may
be a discussion of projected upcoming events. If other matters are properly
presented, however, the persons named as proxy appointees will vote in
accordance with their best judgment on such matters. The grant of a proxy also
will confer discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to the conduct
of the meeting.
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REVOCATION OF PROXY
Any shareholder may revoke his, her or its proxy (other than an irrevocable
proxy coupled with an interest) at any time before it is voted, by: (1) filing
with the corporate secretary of CUSTOM BRANDED NETWORKS, INC. an instrument
revoking the proxy; (2) returning a duly executed proxy bearing a later date; or
(3) attending the meeting and voting in person. Attendance at the meeting will
not by itself constitute revocation of a proxy.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED
IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
PROPOSAL I
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED COMMON STOCK FROM 50,000,000 SHARES TO
250,000,000 SHARES AND TO AUTHORIZED THE ISSUANCE OF 50,000,000
PREFERRED SHARES
REASON FOR THE INCREASE IN AUTHORIZED COMMON STOCK AND TO AUTHORIZED PREFERRED
STOCK
The Company has previously announced its intention to acquire a resource based
project with substantial proven reserves. The board of directors has determined
that the best way to finalize the acquisition is to have available common and
preferred shares to be issued in connection with the acquisition.
At the present time the Company has 50,000,000 common shares authorized of which
48,272,532 are issued and outstanding. Management believes that if authorized
common stock is increased to a total of 250,000,000 common shares, sufficient
common shares will be available to complete the transaction. Management also
believes that preferred stock should also be available for issuance in case it
is needed in the transaction. Accordingly, management has proposed that
50,000,000 preferred shares be authorized for issuance by the board of
directors. The amendment to the articles of incorporation will specify that
that board of directors shall have authority to designate the rights and
preferences of the preferred shares or any series thereof prior to the issuance
of any preferred shares. These designations may give the holders of preferred
shares rights that are superior to the holders of common shares.
The additional authorized shares, both common and preferred, may also be used in
the future for additional acquisitions and/or for capital raising purposes, or
to be issued to employees, consultants and advisors of the Company in payment
for services rendered for the Company. The Company may also issue stock to
settle debts with suppliers and creditors.
The authorization of additional capital in the form of both common and preferred
stock pursuant to this proposal will allow the board of directors to issue the
additional authorized shares pursuant to their discretion. The issuance of
these shares can have the effect of diluting the holdings of shareholders who
hold shares prior to the new issuances of stock. The board of directors
believes that the increase in the authorized common shares and the authorization
of preferred shares will be well merited since it may result in the Company
building a core of income-producing assets. The board of directors believes that
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over the long term the impact of these income-producing assets may result in an
increase in the company's valuation and stock price such that the dilution
arising from the issuance of additional equity capital may be more than offset
by the increase in valuation such that stockholders may see an increase in the
stock price as a result.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE AMENDMENT TO THE ARTICLES OF
INCORPORATION TO INCREASE AUTHORIZED COMMON SHARES AND TO AUTHORIZED PREFERRED
SHARES.
PROPOSAL II
AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE
THE NAME OF THE CORPORATION.
REASON TO CHANGE THE NAME OF THE COMPANY
Since in or about November, 2000, the Company has been in the business of
providing turnkey private label Internet solutions to businesses and private
organizations that desire to affiliate with a customer base via the Internet.
In this way, the Company sought to create for itself a recurring revenue stream
through the sale of subscription-based services. The Company also attempted to
sell individual components of its services to established Internet Service
Providers at pricing that would be profitable for both parties, including
wholesale dialup port access and back-office services for ISP's.
Even though the business plan of the Company called for the Company to provide
turnkey private label Internet solutions to businesses and private organizations
that desired to affiliate with a customer base via the Internet, the business
did not developed as rapidly as had been anticipated. The board of directors
ultimately decided that it was not likely that this business plan could be
developed by the Company to commercial viability.
The Company has now decided to acquire a resource based project with substantial
proven reserves. In light of this, the board of directors has determined that
it is in the best interest of the Company to change the name of the Company to a
name that will more accurately reflect the future business operations of the
Company. At the present time it is uncertain as to exactly what project or
projects will be acquired and so it is not possible to know exactly what name
will be best for the Company. If this proposal number II is approved by the
shareholders, it will grant to the board of directors the authority to change
the name of the Company to a name, which in the discretion of the board of
directors is reflective of the new business eventually entered into.
By changing the name of the Company from CUSTOM BRANDED NETWORKS, INC., the
Company will lose the good will that has been established and is represented by
that name. The board of directors believes however that the amount of good will
that will be lost is negligible because the Company was ultimately unsuccessful
in establishing the business represented by that name. In addition, the board
of directors does not believe the loss of the name will damage the Company
because it no longer intends to pursue the business direction suggested by that
name.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE AMENDMENT TO THE ARTICLES OF
INCORPORATION TO CHANGE THE NAME OF THE CORPORATION AS CHOSEN BY THE DIRECTORS.
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BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of October 26, 2004, Common Stock ownership
of (1) the Directors of the Company, (2) the only persons known to management to
be the beneficial owners of more than five percent of the Common Stock of the
Company, based on management's best knowledge at the date set out above , and
(3) the Company's Directors and Officers as a group:
Directors, Officers Shares Beneficially
and 5% Stockholders Owned
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Number Percent
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Paul G. Carter 2,000,000 4.1%
821 E. 29th
North Vancouver, B.C.
V7K 1B6
Power Products Australia Pty Ltd. 7,235,026 15.0%
200-220 Toogood Road
Bayview Heights, Caims 4870
Queensland, Australia
OTC Investments, Ltd. 17,842,380(1) 27.0%
1710-1177 West Hastings Street
Vancouver, B.C. V6E 2L3
All directors and officers 2,000,000 4.1%
as a group (1 person)
(1) OTC Investments, Ltd. does not hold any shares directly but is the
beneficial holder of the shares as the holder of a senior security with the
right to convert to 17,842,380 common shares within 60 days.
WHERE YOU CAN FIND MORE INFORMATION
CUSTOM BRANDED NETWORKS, INC. is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended. CUSTOM BRANDED NETWORKS, INC.
files reports, proxy statements and other information with the SEC. You may
read and copy these reports, proxy statements and other information at the SEC's
Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located
at www.sec.gov, that contains reports, proxy statements and other information
regarding companies and individuals that file electronically with the SEC.
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PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Paul G. Carter
President, CEO and Director
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CUSTOM BRANDED NETWORKS, INC.
PROXY
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 19, 2004
PROXY
The undersigned appoints Paul G. Carter of CUSTOM BRANDED NETWORKS, INC. with
full power of substitution, the attorney and proxy of the undersigned, to attend
the special meeting of shareholders of CUSTOM BRANDED NETWORKS, INC., to be held
November 19, 2004, beginning at 2:00 p.m., Pacific Time, at 10616 Eagle Nest
Street, Las Vegas, NV 89141, and at any adjournment thereof, and to vote the
stock the undersigned would be entitled to vote if personally present, on all
matters set forth in the Proxy Statement sent to Shareholders, a copy of which
has been received by the undersigned, as follows:
Please mark your votes as indicated [X]
Total Number of Shares Held: ______________
This proxy when properly signed will be voted in the manner directed herein by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
1. To approve the amendments to the articles of incorporation to increase
the authorized common shares and to authorized the issuance of preferred shares.
FOR Amendment NOT FOR Amendment
[_] [_]
2. To approve an amendment to the articles of incorporation to change the
name of the Company to a name selected by the board of directors that is
reflective of the new business direction of the Company.
FOR Amendment NOT FOR Amendment
[_] [_]
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When joint tenants hold shares,
both should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by an authorized person. Please sign exactly as
your name appears on your stock certificate(s).
Dated: ________________, 2004
Signature(s)
X _________________________
___________________________
SHAREHOLDER (PRINT NAME)
PLEASE SIGN AND RETURN THIS PROXY PRIOR TO NOVEMBER 19, 2004.