SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2001
Aquistar Ventures (USA), Inc.
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(Exact name of registrant as specified in its charter)
NEVADA 91-1975651
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 314-837 West Hastings Street
Vancouver, BC Canada V6C 3N6
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code 604-642-6410
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Commission File Number: 0-28535
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(Former name or former address, (Zip Code)
if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
See Item 2 below.
1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 2, 2001, the issuer ("Aquistar") acquired 100% of the
issued and outstanding capital stock of Custom Branded Networks, Inc.,
a Delaware corporation ("CBN") in exchange for 25,000,000 common shares
of Aquistar. Prior to the acquisition, Aquistar had a total of
25,463,008 common shares issued and outstanding of which approximately
95% were held by a total of six persons, namely, Veronica Beckett,
Wagstall Developments Ltd., Elvira Cusano, Paolo Stinghi, Alexander
Ozer, and Donald Currie (the "old controlling group"). Following the
acquisition, approximately 62% of Aquistar is held by a total of three
persons, namely, John P. Platt, Steve Browning and T. Randolph Catanese
who can now effectively control Aquistar as a group (the "new
controlling group").
There is no material relationship between between the new controlling
group and the old controlling group. Consideration for the acquisition
was determined by the prior board of directors as being appropriate
since the business of CBN will constitute substantially all of the
business operations of Aquistar following the acquisition. As a
condition of the acquisition, the former board of directors tendered
their resignations and the new controlling group was installed as
members of the board of directors together with two additional persons
to be nominated by them.
CBN provides turnkey private label Internet solutions to businesses and
private organizations that desire to affiliate with a customer base via
the Internet.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 5. OTHER EVENTS
None
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
See Item 2 above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Attached at Exhibit A is proforma financial information demonstrating
the acquisition set forth in Item 2 above.
2
Exhibits
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None
ITEM 8. CHANGE IN FISCAL YEAR
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Aquistar Ventures (USA), Inc.
/s/ Steve Browning
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Steve Browning, President
Date: April 20, 2001
3
EXHIBIT A
AQUISTAR VENTURES (USA) INC.
INTRODUCTION TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 2000, AND FOR THE YEAR ENDED JUNE 30, 2000 AND
THE SIX MONTHS ENDED DECEMBER 31, 2000
(Stated in U.S. Dollars)
The following unaudited pro-forma consolidated balance sheet, pro-forma
consolidated statements of operations and explanatory notes give effect
to the acquisition of Custom Branded Networks, Inc. by Aquistar
Ventures (USA) Inc. Since the transaction resulted in the former
shareholders of Custom Branded Networks, Inc. owning the majority of
the issued shares of Aquistar Ventures (USA) Inc., the transaction,
which is referred to as a "reverse take-over", has been treated for
accounting purposes as an acquisition by Custom Branded Networks, Inc.
of the net assets and liabilities of Aquistar Ventures (USA) Inc.
The pro-forma consolidated balance sheet, pro-forma consolidated
statements of operations and explanatory notes are based on the
estimates and assumptions set forth in the explanatory notes. This
pro-forma consolidated balance sheet and these pro-forma consolidated
statements of operations have been prepared utilizing the historical
financial statements of Aquistar Ventures (USA) Inc. and Custom Branded
Networks, Inc., and should be read in conjunction with the historical
financial statements and notes thereto included elsewhere in this
filing.
These pro-forma consolidated statements of operations have been
prepared as if the "reverse take-over" had been consummated on July 1,
1999 under the purchase method of accounting and carried through to
December 31, 2000. The pro-forma balance sheet has been prepared as
if the acquisition was consummated on December 31, 2000.
This pro-forma financial data is provided for comparative purposes
only, and does not purport to be indicative of the actual financial
position or results of operations had the "reverse take-over"
transaction occurred at the beginning of the fiscal period presented,
nor are they necessarily indicative of the results of future
operations.
AQUISTAR VENTURES (USA) INC.
PRO-FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2000
(Stated in U.S. Dollars)
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Aquistar Custom
Ventures Branded
(USA) Networks,
Inc. Inc. Adjustments Proforma
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ASSETS
Cash $ 778 $ 37,577 $ 38,355
Receivables 796 25,029 25,825
Other - 6,100 6,100
Capital Assets 13,654 1,507 15,161
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$ 15,228 $ 70,213 $ 85,441
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LIABILITIES
Accounts Payable $ 96,641 $ 13,936 $ (96,641) $ 13,936
Deferred Revenue - 173,527 173,527
Convertible Notes - 425,000 425,000
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96,641 612,463 612,463
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Share Capital
Common Shares 335,362 3 15,228 15,231
(335,362)
Additional Paid-In Capital 10,038 35,044 96,641 35,044
(106,679)
Contributed Surplus 5,509 - (5,509) -
Cumulative Translation
Adjustment 316 - (316) -
Deficit (432,638) (577,297) 432,638 (577,297)
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(81,413) (542,250) (527,022)
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$ 15,228 $ 70,213 $ 85,441
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AQUISTAR VENTURES (USA) INC.
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 2000
(Stated in U.S. Dollars)
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Aquistar Custom
Ventures Branded
(USA) Networks,
Inc. Inc. Adjustments Proforma
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Revenue $ - $ - $ -
Expenses 47,147 159,909 (207,056)
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Loss $(47,147)$(159,909) $(207,056)
======================================================================
Loss Per Share $ (0.01)
Weighted Average Number
Of Shares Outstanding 40,463,008
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AQUISTAR VENTURES (USA) INC.
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 2000
(Stated in U.S. Dollars)
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Aquistar Custom
Ventures Branded
(USA) Networks,
Inc. Inc. Adjustments Proforma
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Revenue $ - $ - $ -
Expenses 12,013 417,388 (429,401)
Loss $(12,013)$(417,388) $(429,401)
======================================================================
Loss Per Share $ (0.01)
======================================================================
Weighted Average Number
Of Shares Outstanding 40,463,008
======================================================================
AQUISTAR VENTURES (USA) INC.
NOTES AND ASSUMPTIONS TO THE UNAUDITED CONSOLIDATED PRO-FORMA
BALANCE SHEET AND PRO-FORMA STATEMENTS OF OPERATIONS
YEAR ENDED JUNE 30, 2000 AND SIX MONTHS ENDED DECEMBER 31, 2000
(Stated in U.S. Dollars)
1. ORGANIZATION AND BASIS OF PRESENTATION
The unaudited pro-forma consolidated balance sheet and consolidated
statements of operations have been prepared based on historical
financial information, using U.S. generally accepted accounting
principles of Aquistar Ventures (USA) Inc. and Custom Branded Networks,
Inc., for the year ended June 30, 2000 and for the six months ended
December 31, 2000, considering the effects of the reverse take-over
transaction as if the transaction was completed effective July 1, 1999
in the case of the pro-forma consolidated statements of operations, and
effective December 31, 2000 in the case of the pro-forma consolidated
balance sheet.
2. ASSUMPTION
The number of shares used in the calculation of the pro-forma loss per
share data is based on the weighted average number of shares
outstanding during the period adjusted to give effect to shares assumed
to be issued, had the transaction referred to above been consummated
July 1, 1999.
3. PRO-FORMA ADJUSTMENTS
a) Reclassify, as a contribution to additional paid-in capital,
certain debts of Aquistar Ventures (USA) Inc. settled privately by
certain shareholders of Aquistar Ventures (USA) Inc. as a condition of
the share purchase transaction.
b) Record the reverse take-over transaction.