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
AQUISTAR VENTURES (USA) INC.
- ------------------------------------------------------------------
(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) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) 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:
AQUISTAR VENTURES (USA) INC.
2300 West Sahara Avenue, Suite 500, Box 18
Las Vegas, Nevada 89102
April 4, 2001
Dear Shareholder:
You are cordially invited to attend a special meeting of
shareholders of Aquistar Ventures (USA) Inc., which will be
held on April 16, 2001 at 10:00 a.m., Pacific Standard Time
at Suite 500, 2300 West Sahara Avenue, Las Vegas, Nevada
89102.
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 Aquistar Ventures (USA) Inc.
Sincerely,
/s/ John P. Platt
CEO
AQUISTAR VENTURES (USA) INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
April 4, 2001
To the Shareholders:
Notice is hereby given that a special meeting of the holders
of shares of common stock of Aquistar Ventures (USA) Inc., a
Nevada corporation ("Aquistar") will be held at Suite 500,
2300 West Sahara Avenue, Las Vegas, Nevada 89102 on April
16, 2001 at 10:00 a.m., Pacific Standard Time, for the
following purposes:
1. To consider and vote upon the proposal to change of the
name of the corporation from Aquistar Ventures (USA)
Inc. to Custom Branded Networks, Inc., and to amend the
Articles of the Corporation to reflect the new name.
2. To transact such other business as may properly come
before the meeting.
Only shareholders of record at the close of business on
April 2, 2001 are entitled to notice of, and to vote at,
this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
CEO
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 DYNAMIC ASSOCIATES 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.
AQUISTAR VENTURES (USA) INC.
2300 West Sahara Avenue, Suite 500, Box 18
Las Vegas, Nevada 89102
April 4, 2001
PROXY STATEMENT FOR SPECIAL MEETING
OF SHAREHOLDERS
TO BE HELD APRIL 16, 2001
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 AQUISTAR OR ANY OTHER PERSON.
THE SPECIAL MEETING
GENERAL
This proxy statement is furnished in connection with the
solicitation of proxies by the board of directors of
Aquistar Ventures (USA) Inc., a Nevada corporation
("Aquistar"), to be voted at a special meeting of
shareholders of Aquistar (the "special meeting"), which will
be held at 10:00 a.m. Pacific Standard Time on April 16,
2001, at Suite 500, 2300 West Sahara Avenue, Las Vegas,
Nevada 89102. The purpose of the special meeting is to
consider and vote upon an amendment to the Articles of
Incorporation for the purpose of changing the name of
Aquistar to Custom Branded Networks, Inc. A copy of the
proposed Certificate of Amendment to Articles of
Incorporation which would effect the name change when filed
with the office of the Secretary of State for the State of
Nevada is attached to this proxy statement as Appendix A.
This proxy statement and the enclosed form of proxy are
first being mailed to Aquistar shareholders on or about
April 4, 2001.
RECORD DATE; SOLICITATION OF PROXIES
The board of directors of Aquistar has fixed the close of
business on April 2, 2001 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
40,463,008 shares of common stock issued and outstanding and
entitled to vote at the special meeting. Holders of common
stock are entitled to one vote at the special meeting for
each share of common stock held of record at the record
date. There are no separate voting groups or separate
series of stock.
In addition to the solicitation of proxies by the board of
directors through use of the mails, proxies may also be
solicited by Aquistar and its directors, officers and
employees (who will receive no additional compensation
therefor) by telephone, telegram, facsimile
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transmission or other electronic communication, and/or by personal
interview. Aquistar 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. Aquistar 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.
Any questions or requests for assistance regarding
Aquistar's proxies and related materials may be directed in
writing to the corporate attorney Gary R. Henrie, Esq., at
2300 West Sahara Avenue, Suite 500, Box 18, Las Vegas,
Nevada 89109.
In order to obtain shareholder approval of the name change,
a majority of the issued and outstanding shares of common
stock entitled to vote as of the record date, is required to
vote in favor of the name change at the special meeting.
You can vote by either attending the special 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 name change, and in the discretion of the
persons named in the proxy as proxy appointees, as to any
other matter that may properly come before the special
meeting (of which Aquistar is not presently aware). 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.
OTHER MATTERS
It is not expected that any matters other than those
referred to in this proxy statement will be brought before
the special meeting. 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 special meeting.
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 Aquistar an instrument revoking the proxy; (2)
returning a duly executed proxy bearing a later date; or (3)
attending the special meeting and voting in person.
Attendance at the special meeting will not by itself
constitute revocation of a proxy.
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PROPOSAL
AMENDMENT TO AQUISTAR'S ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF AQUISTAR TO CUSTOM BRANDED
NETWORKS, INC.
On February 2, 2001, Aquistar acquired 100% of the issued
and outstanding capital stock of Custom Branded Networks,
Inc., a Delaware corporation ("CBN"). CBN provides turnkey
private label Internet solutions to businesses and private
organizations that desire to affiliate with a customer base
via the Internet. The business operations of CNB will, for
the foreseeable future, constitute all of the business
operations of Aquistar.
With the change in the focus of Aquistar from its prior
business pursuits to the business conducted by CBN, the
board of directors of Aquistar believe it would be
appropriate and in the best interest of Aquistar to change
the name of Aquistar to Custom Branded Networks, Inc.
In order to effect the name change, it is necessary to amend
the Articles of Incorporation of Aquistar and designate
within the Articles of Incorporation the new name. A copy
of the proposed Certificate of Amendment to Articles of
Incorporation which would effect the name change when filed
with the office of the Secretary of State for the State of
Nevada is attached to this proxy statement as Appendix A. A
vote in favor of the name change is also a vote in favor of
amending the Articles of Incorporation by having an officer
of Aquistar sign and file the Certificate of Amendment to
Articles of Incorporation with applicable Nevada state
authorities.
AQUISTAR'S BOARD RECOMMENDATION
The board of directors of Aquistar recommends that
shareholders of Aquistar vote in favor of the name and the
corresponding amendment to the Articles of Incorporation at
the special meeting of shareholders. This recommendation is
for the reasons stated in the section immediately above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of March 24, 2001,
information regarding the beneficial ownership of shares by
each person known by Aquistar to own five percent or more of
the outstanding shares, by each of the directors and by the
officers and by each director and officer as a group.
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Title Amount and
Of Name and address of Nature of Percentage
Class Beneficial Owner Beneficial Ownership(1) of Class
- ----- ------------------- ----------------------- ----------
Common John P. Platt 12,695,442(2) 31.8%
535 Chesterfield Circle
San Marcos, CA 93069
Common Steve Browning 7,677,244 19.2%
918 Lido Lane
Foster City, CA 94404
Common T. Randolph Catanese(3) 4,338,743 10.8%
31416 W. Agoura Rd,
Suite 240
Westlake Village, CA
91361
Common Elvira Cusano 2,400,000 5.9%
Via Nilolo D'Auzzano 79
Firenze, Italy
Common Paolo Stinghi 2,400,000 5.9%
873 E 14th Street
N. Vancouver,
British Columbia
Common Alexander Ozer 3,120,000 7.7%
614-860 W. Hastings Street
Vancouver, British Columbia
Common Donald Currie 3,520,008 8.7%
1361 Greenbriar Way
N. Vancouver,
British Columbia
Common All officers
and directors 25,000,000 61.8%
as a group (3 persons)
(1) All shares are owned outright unless indicated otherwise.
(2) The shares indicated are actually held in a trust or trusts
of which Mr. Platt is the beneficial owner.
(3) The actual owner is The Catanese Family Trust dated December 22,
1989 of which Mr. Catanese is the beneficial owner.
FORWARD -LOOKING STATEMENTS
This proxy statement includes statements that are not
historical facts. These statements are "forward-looking
statements" as defined in the Private Securities Litigation
Reform Act of 1995 and are based, among other things, on our
current plans and expectations relating to expectations of
developing the business of CBN as a subsidiary of Aquistar.
As such, these forward-looking statements involve
uncertainty. External factors that could cause our actual
results to differ materially from our expectations include:
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* The business of CBN not developing as expected;
* Aquistar acquiring and developing other business interests.
Other factors and assumptions not identified above could
also cause the actual results to differ materially from
those set forth in any forward-looking statement. We do not
undertake any obligation to update the forward-looking
statements contained in this proxy statement to reflect
actual results, changes in assumptions, or changes in other
factors affecting these forward-looking statements.
FUTURE STOCKHOLDER PROPOSALS
It is anticipated that the release date for Aquistar' proxy
statement and form of proxy for its next annual meeting of
shareholders will be April 16, 2002. The deadline for
submittals of shareholder proposals to be included in that
proxy statement and form of proxy is 120 days prior to that
date. The date after which a notice of a shareholder
proposal submitted independent of Aquistar' proxy statement
and form of proxy is considered untimely is 45 days prior to
April 16, 2002.
WHERE YOU CAN FIND MORE INFORMATION
Aquistar is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. Aquistar 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.
By Order of the Board of Directors
of Aquistar Ventures (USA) Inc.
/s/ John P. Platt
_______________________________
CEO
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Appendix A
Certificate of Amendment to Articles of Incorporation
Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390)
1. The name of this corporation is Aquistar Ventures (USA) Inc.
2. The articles have been amended as follows:
Paragraph 1. of the Articles of Incorporation is
amended to read in its entirety as follows:
1. Name of Corporation. The name of this
corporation is Custom Branded Networks, Inc.
3. The vote by which the stockholders holding shares in
the corporation entitling them to exercise at least
a majority of the voting power, or such greater
proportion of the voting power as may be required in
the case of a vote by classes or series, or as may
be required by the provisions of the articles of
incorporation have voted in favor of the amendment
is: _______.
4. Signatures
_______________________ _______________________
President Secretary
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AQUISTAR VENTURES (USA) INC.
PROXY
FOR THE SPECIAL MEETING OF THE SHAREHOLDERS OF AQUISTAR VENTURES (USA) INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints T. Randolph Catanese with full
power of substitution as proxy to vote the shares which the
undersigned is entitled to vote at the special meeting of
Aquistar Ventures (USA) Inc., a Nevada corporation ("Aquistar"),
to be held at Suite 500, 2300 West Sahara Avenue, Las Vegas,
Nevada 89102 , on April 16, 2001 at 10:00 a.m. Pacific Standard
Time, and at any adjournments thereof.
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.
PROPOSAL: To change the name of the corporation to Custom
Branded Networks, Inc. and to amend the Articles of Incorporation
to reflect the new name.
FOR name change NOT FOR name change
[_] [_]
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held
by joint tenants, 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.
Signature(s) Dated: ________________, 2001
___________________________ ___________________________