SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CUSTOM BRANDED NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 91-1975651
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
821 E. 29TH
NORTH VANCOUVER, B.C. V7K 1B6
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
2005 COMPENSATION PLAN FOR OUTSIDE CONSULTANTS
(Full title of the plan)
GARY R. HENRIE
10616 EAGLE NEST STREET
LAS VEGAS, NEVADA 89141
(Name and address of agent for service)
(702) 616-3093
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum
offering price Proposed maximum
Title of securities Amount to be per share aggregate offering Amount of
to be registered registered price registration fee
-------------------- ------------------ ----------------- ------------------- ----------------
.001 par value 20,000,000 $ 0.011(1) $ 2,200,000.00 $ 258.94
-------------------- ------------------ ----------------- ------------------- ----------------
Totals 20,000,000 $ 2,200,000.00 $ 258.94
-------------------- ------------------ ----------------- ------------------- ----------------
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the last sale of the
common stock reported on the OTC Bulletin Board as of March 9, 2005, a date
within five business days prior to the filing of this registration statement.
PROSPECTUS
CUSTOM BRANDED NETWORKS, INC.
20,000,000 Shares of Common Stock
This prospectus relates to the offer and sale by Custom Branded Networks, Inc.,
Inc., a Nevada corporation ("Company"), of shares of its $.001 par value per
share common stock to outside consultants (the "Consultants") pursuant to the
2005 Compensation Plan for Outside Consultants (the "Stock Plan") that has been
approved by the board of directors of the Company. Pursuant to the Stock Plan,
in payment for services rendered, the Company is registering hereunder and then
issuing, upon receipt of adequate consideration therefore, to the consultants
covered by the Stock Plan, up to 20,000,000 shares of common stock.
The common stock is not subject to any restriction on transferability, except
with respect to resale restrictions applicable to shares of our common stock
that are delivered to Consultants that are deemed to be our affiliates.
Recipients of shares other than persons who are "affiliates" of Company within
the meaning of the Securities Act of 1933 (the "Act") may sell all or part of
the shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. An affiliate is summarily,
any director, executive officer or controlling shareholder of the Company or any
one of its subsidiaries. An "affiliate" of Company is subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
Consultant who is not now an "affiliate" becomes an "affiliate" in the future,
he/she would then be subject to Section 16(b) of the Exchange Act. The common
stock is traded on the OTC Bulletin Board under the symbol "CBNK."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is March 10, 2005
-1-
This prospectus is part of a registration statement which was filed and became
effective under the Securities Act of 1933, as amended (the "Securities Act"),
and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Paul G. Carter, chief
executive officer, 821 E. 29th, North Vancouver, B.C. V7K 1B6. The Company's
telephone number is 604-904-6946.
Company is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by the Company under the Exchange Act may be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has not been a change in
the affairs of the Company since the date hereof.
-2-
TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS6
Item 1. Stock Plan Information. 4
Item 2. Registrant Information and Employee Plan Annual Information 5
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 5
Item 3. Incorporation of Documents by Reference 5
Item 4. Description of Securities 6
Item 5. Interests of Named Experts and Counsel 6
Item 6. Indemnification of Officers, Directors, Employees
and Agents; Insurance 6
Item 7. Exemption from Registration Claimed 8
Item 8. Exhibits 8
Item 9. Undertakings 8
SIGNATURES 10
EXHIBIT INDEX 10
-3-
PART 1
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
ITEM 1. STOCK PLAN INFORMATION.
THE COMPANY
The Company has its principal executive offices at 821 E. 29th, North Vancouver,
B.C. V7K 1B6. The Company's telephone number is 604-904-6946.
PURPOSE
The Company will issue common stock to certain consultants pursuant to
consulting agreements entered into between these consultants and the Company,
and pursuant to the Stock Plan, which have been approved by the Board of
Directors of the Company. The agreements and the Stock Plan are intended to
provide a method whereby the Company may be stimulated by the personal
involvement of the Consultants in our future prosperity, thereby advancing the
interests of the Company, and all of our shareholders. A copy of the Stock Plan
has been filed as an exhibit to this registration statement.
COMMON STOCK
The Board has authorized the issuance of up to 20,000,000 shares of the common
stock to the persons covered by the Stock Plan upon effectiveness of this
registration statement.
THE CONSULTANTS
The Company relies on a variety of outside or independent consultants for a
variety of services from time to time. In exchange for consulting services that
benefit us, we anticipate entering into agreements whereby our Consultants agree
to provide their expertise and advice to the Company for the purposes set forth
in their consulting agreements and we intend to compensate them for their
services under the terms of the Stock Plan by delivering shares of our common
stock to them in lieu of cash compensation.
NO RESTRICTIONS ON TRANSFER
The Consultants will become the record and beneficial owners of the shares of
common stock upon issuance and delivery and are entitled to all of the rights of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.
TAX TREATMENT TO THE CONSULTANTS
The common stock is not qualified under Section 401(a) of the Internal Revenue
Code. The Consultants, therefore, will be required for federal income tax
purposes to recognize compensation
-4-
during the taxable year of issuance unless
the shares are subject to a substantial risk of forfeiture. Accordingly, absent
a specific contractual provision to the contrary, the Consultants will receive
compensation taxable at ordinary rates equal to the fair market value of the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. The Consultants are urged to
consult each of their tax advisors on this matter. Further, if any recipient is
an "affiliate," Section 16(b) of the Exchange Act is applicable and will affect
the issue of taxation.
TAX TREATMENT TO THE COMPANY
The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be a tax deductible expense by the Company for
federal income tax purposes in the taxable year of the Company during which the
recipient recognizes income.
RESTRICTIONS ON RESALES
In the event that an affiliate of the Company acquires shares of common stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the event that any affiliate acquiring shares hereunder has sold or
sells any shares of common stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit," as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under Section 16(b) of the Exchange
Act, the price paid for the common stock issued to affiliates is equal to the
value of services rendered. Shares of common stock acquired hereunder by persons
other than affiliates are not subject to Section 16(b) of the Exchange Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not Applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by International Food Products Group, Inc., a
Nevada
corporation, are incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-KSB for the year ended
June 30, 2004, filed with the Securities and Exchange Commission; as well as the
Company's quarterly reports
-5-
filed on Form 10-QSB for the three month periods
ended September 30, 2004 and December 31, 2004;
(b) The reports of the Company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended June 30, 2004;
(c) All other documents filed by the Company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Gary R. Henrie, Esq., of the law office of Gary R. Henrie, Attorney at Law, has
provided legal services and advice to the Company in connection with a variety
of corporate and securities matters, including the registrant's compliance with
the periodic reporting requirements of the Securities Exchange Act of 1934, and
advice on a variety of matters. His entire relationship with us has been as
legal counsel, and there are no arrangements or understandings which would in
any way cause him to be deemed an affiliate of the Company.
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.
Section 78.7502 of the Nevada Revised Statutes provides:
Discretionary and mandatory indemnification of officers, directors, employees
and agents: General provisions.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed
-6-
to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture
trust or other enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation unless
and only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.
The foregoing indemnification provisions are broad enough to encompass certain
liabilities of directors and officers of Company under the Securities and
Exchange Act of 1933.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE
PROVISIONS OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS,
OFFICERS, OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation S-K and are specifically incorporated
herein by this reference:
-7-
Exhibit No. Title
___________ ________________________________________________________________
5.1 Legal opinion of Gary R. Henrie, Esq.
10.1 2005 Compensation Plan for Outside Consultants
23.1 Consent of Gary R. Henrie, Esq. (Exhibit 5.1)
23.2 Consent of Morgan & Company, Independent Chartered Accountants
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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, represents a
fundamental change in the information set forth in the registration statement;
(iii) include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability pursuant to the
Securities Act, 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 offered at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver,
-8-
or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of registrant 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, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 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 that time shall be deemed to be the initial bona
fide offering thereof.
-9-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in North Vancouver, B.C. on this 3rd day of March, 2005.
CUSTOM BRANDED NETWORKS, INC.
(Registrant)
/s/ Paul G. Carter
__________________________________________
Paul G. Carter
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURES TITLE DATE
________________________________________________________________________________
/s/ Paul G. Carter
__________________________ Principal Executive Officer March 3, 2005
Paul G. Carter Principal Financial Officer
Principal Accounting Officer
Director
INDEX TO EXHIBITS
Exhibit No. Title
___________ ________________________________________________________________
5.1 Legal opinion of Gary R. Henrie, Esq.
10.1 2005 Compensation Plan for Outside Consultants
23.1 Consent of Gary R. Henrie, Esq. (Exhibit 5.1)
23.2 Consent of Morgan & Company, Independent Chartered Accountants
-10-