<PAGE>

                                  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  December  31,  2001

[ ]  Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
     of  1934

     For  the  transition  period  from          to

Commission  File  Number:  0-28535

                          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
incorporation  )                              Identification No.)

535 Chesterfield Circle
San Marcos, CA  920069                        89102
------------------------                      -----
(Address of principal executive               (Zip Code)
offices

Issuer's telephone number, including area code  (760) 471-7575
                                                ---------------

                        N/A: Unchanged since last report
                        --------------------------------
             (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
equity,  as  of the latest practicable date:  33,872,532  shares of Common Stock
as  of  December,  2001.



<PAGE>


                         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 six
months  ended  December  31,  2001 are not necessarily indicative of the results
that  can  be  expected  for  the  year  ending  June  30,  2002.





                                       2



<PAGE>










                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)



                        CONSOLIDATED FINANCIAL STATEMENTS


                                DECEMBER 31, 2001
                                   (Unaudited)
                            (Stated in U.S. Dollars)





                                       3


<PAGE>

<TABLE>
<CAPTION>

                               CUSTOM  BRANDED  NETWORKS,  INC.
                                 (A Development Stage Company)


                                   CONSOLIDATED BALANCE SHEET
                                           (Unaudited)
                                   (Stated in U.S. Dollars)


--------------------------------------------------------------------------------------
                                                             DECEMBER 31     JUNE 30
                                                                 2001         2001
--------------------------------------------------------------------------------------
<S>                                                          <C>             <C>

ASSETS

Current
  Cash                                                       $       622     $   6,230
  Prepaid expenses and advances                                   34,342        28,384
                                                             -----------     ----------
                                                                  34,964        34,614

Loan Receivable From Shareholder                                  37,000        25,000
Capital Assets, net                                                2,113         2,414
                                                             -----------     ----------
                                                             $    74,077     $  62,028
                                                             ===========     ==========
LIABILITIES

Current
  Accounts payable and accrued liabilities                   $   309,988     $ 160,188

Convertible Note Payable                                         789,713       734,713
                                                             -----------     ----------
                                                               1,099,701       894,901
                                                             -----------     ----------
STOCKHOLDERS' DEFICIENCY

Share Capital
  Authorized:
    50,000,000 common shares with a par value of $0.001
      per share at December 31, 2001

  Issued and outstanding:

    33,872,532 common shares at December 31, 2001
      and at June 30, 2001                                        15,231        15,231

  Additional paid-in capital                                      35,044        35,044

Deficit Accumulated During The Development Stage              (1,075,899)     (883,148)
                                                             -----------     ----------
                                                              (1,025,624)     (832,873)
                                                             -----------     ----------
                                                             $    74,077     $  62,028
</TABLE>


                                       4


<PAGE>

<TABLE>
<CAPTION>

                                        CUSTOM  BRANDED  NETWORKS,  INC.
                                        (A  Development  Stage  Company)


                                  CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
                                                    (Unaudited)
                                              (Stated in U.S. Dollars)


--------------------------------------------------------------------------------------------------------
                                                                                              INCEPTION
                                                                                               JUNE 18
                                         THREE MONTHS ENDED          SIX MONTHS ENDED          1999 TO
                                             DECEMBER 31                 DECEMBER 31         DECEMBER 31
                                         2001          2000          2001          2000          2001
--------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>          <C>          <C>

Revenue                              $     2,170   $         -   $     3,714  $         -  $    177,241

Operating Expenses                       (31,868)     (212,727)     (196,731)    (417,417)   (1,247,616)
                                     -------------------------------------------------------------------
Loss From Operations                     (29,698)     (212,727)     (193,017)    (417,417)   (1,070,375)

Other Income                                   -            29           266           29         6,921


Write Down Of Capital Assets                   -             -             -            -       (12,445)
                                     -------------------------------------------------------------------

Net Loss For The Period                  (29,698)     (212,698)     (192,751)    (417,388) $ (1,075,899)
                                                                                           =============
Accumulated Deficit,
  Beginning Of Period                 (1,046,201)     (364,599)     (883,148)    (159,909)
                                     -----------------------------------------------------

Accumulated Deficit, End Of Period   $(1,075,899)  $  (577,297)  $(1,075,899) $  (577,297)
                                     =====================================================

Loss Per Share                       $     (0.01)  $     (0.01)  $     (0.01) $     (0.01)
                                     =====================================================


Weighted Average Number
  Of Shares Outstanding               33,872,532    15,463,008    33,622,532   15,463,008
                                     =====================================================

</TABLE>


                                       5


<PAGE>

<TABLE>
<CAPTION>

                                           CUSTOM  BRANDED  NETWORKS,  INC.
                                           (A  Development  Stage  Company)


                                         CONSOLIDATED STATEMENT OF CASH FLOWS
                                                     (Unaudited)
                                               (Stated in U.S. Dollars)

----------------------------------------------------------------------------------------------------------
                                                                                               INCEPTION
                                                                                                 JUNE 28
                                                   THREE MONTHS ENDED       SIX MONTHS ENDED     1999 TO
                                                      DECEMBER 31              DECEMBER 31     DECEMBER 31
                                                   2001         2000        2001        2000      2001
-----------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>          <C>         <C>         <C>

Cash Flows From Operating Activities
  Loss for the period                         $ (29,698)  $ (212,698)  $ (192,751) $ (417,388) $(1,075,899)

Adjustments To Reconcile Loss To Net
  Cash Used By Operating Activities
    Amortization                                    151          150          301         300          904
    Write down of capital assets                      -            -            -           -       12,445
    Change in prepaid expenses and advances      (5,000)     (27,629)      (5,958)    (31,129)     (33,546)
    Change in accounts payable and accrued
      liabilities                                   355       (4,354)     149,800     (10,776)     309,988
    Change in deferred revenue                        -            -            -      71,888            -
                                              -------------------------------------------------------------
                                                (34,192)    (244,531)     (48,608)   (387,105)    (786,108)
                                              -------------------------------------------------------------
Cash Flows From Investing Activity
  Purchase of capital assets                          -            -            -      (1,808)      (1,808)
                                              -------------------------------------------------------------
Cash Flows From Financing Activities
  Proceeds from loan payable to
   shareholder                                        -            -            -           -       16,097
  Loan receivable from shareholder              (12,000)           -      (12,000)          -      (37,000)
  Issue of common shares                              -            -            -           -       18,950
  Convertible note payable                       45,000      215,000       55,000     425,000      789,713
  Cash acquired on acquisition of
    subsidiary                                        -            -            -           -          778
                                              -------------------------------------------------------------
                                                 33,000      215,000       43,000     425,000      788,538
                                              -------------------------------------------------------------

(Decrease) Increase In Cash                      (1,192)     (29,531)      (5,608)     36,087          622

Cash, Beginning Of Period                         1,814       67,108        6,230       1,490            -
                                              -------------------------------------------------------------
Cash, End Of Period                           $     622   $  37,577    $      622  $   37,577  $       622
                                              =============================================================
</TABLE>



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  (Note  2(iii)).


                                       6


<PAGE>

<TABLE>
<CAPTION>

                                           CUSTOM  BRANDED  NETWORKS,  INC.
                                           (A  Development  Stage  Company)


                                     CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY

                                                      DECEMBER 31, 2001
                                                         (Unaudited)
                                                  (Stated in U.S. Dollars)



                                                                               Deficit
                                                                             Accumulated
                                                               Additional     During The
                                            Common Stock        Paid-In      Development
                                          ------------------
                                           Shares     Amount    Capital         Stage          Total
                                        -------------------------------------------------------------
<S>                                     <C>          <C>        <C>          <C>           <C>

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)        -           -             -            -

Net loss for the year                             -         -           -      (723,239)    (723,239)
                                        -------------------------------------------------------------
Balance, June 30, 2001                   32,372,532    15,231      35,044      (883,148)    (832,873)

Additional shares issued in
  connection with the acquisition
  of Custom Branded Networks, I           1,500,000         -           -             -            -

Net loss for the period                           -         -           -      (192,751)    (192,751)
                                        -------------------------------------------------------------

Balance, December 31, 2001               33,872,532  $ 15,231   $  35,044   $(1,075,899) $(1,025,624)
                                        =============================================================
</TABLE>


                                       7

<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.     BASIS  OF  PRESENTATION

The unaudited consolidated financial statements as of December 31, 2001 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,
2001  audited  consolidated  financial  statements  and  notes  thereto.


2.     NATURE  OF  OPERATIONS

Custom  Branded  Networks,  Inc.  (the  "Company")  engages  in  the business of
providing  turnkey  private  label internet services to organizations throughout
the  domestic  United States and Canada.  The Company plans to provide wholesale
internet  access service acting as the internet service provider ("ISP") through
its  relationships  with other ISPs who will provide the service for the Company
and  perform  the  billing  services  directly  to the customer.  Currently, the
Company  has  one  ISP  relationship  in  place  for dial-up modem service.  The
Company also provides the customer set-up, and the branded compact disc with the
customer's  unique  content  and  packaging.  The  Company  is  considered  a
development  stage  company in accordance with Statement of Financial Accounting
Standards  No.  7.  The  Company has not commenced planned principal operations.

i)     Going  Concern

The  Company has not generated any operating revenue and it has used cash in its
operations  since  its  inception,  thereby  generating  operating losses.  Such
losses  are  due  primarily  to the Company's efforts to develop and promote its
products and services, which efforts include internal staffing, travel and other
promotional  expenses.  The  Company  has  signed  up  certain  customers  but
deployment on the ISP's network has not occurred.  Management expects deployment
to  occur  in  the  near  future.  The  Company  plans  to  continue to focus on
deployment  and  acquiring customers, which will require additional expenditures
for  operating costs. There can be no assurance that the Company will be able to
successfully deploy customers, be successful in raising sufficient funds for its
operations,  or achieve or sustain profitability or positive cash flows from its
operations.  The  Company's  ability to continue as a going concern is dependent
on  its  ability  to  raise  additional  amounts  of  capital.


                                       8

<PAGE>

                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Unaudited)
                            (Stated in U.S. Dollars)



2.     NATURE  OF  OPERATIONS  (Continued)

ii)     Acquisition  of  Custom  Branded  Networks,  Inc.  and  Name  Change

On February 2, 2001, the shareholders of the Company, formerly known as Aquistar
Ventures  (USA)  Inc.  ("Aquistar"), a Nevada corporation, approved an agreement
and  plan  of reorganization (the "reorganization") involving the acquisition of
Custom  Branded  Networks,  Inc. ("Custom Branded"), a Delaware corporation, and
the  change  of  the  name  Aquistar  to  Custom  Branded.

As  a  consequence  of  the  implementation of the reorganization, the following
occurred:

a)     The Company acquired all the shares of Custom Branded in exchange for the
allotment  of  25,000,000  shares  of  the Company to the former shareholders of
Custom  Branded.

b)     The  Company  changed  its name from Aquistar to Custom Branded Networks,
Inc.

As  a  result  of  the reorganization, the former shareholders of Custom Branded
hold  61.8%  of  the  outstanding  common  shares  of  the  Company.

iii)     Reverse  Take-Over

Effective  February  2, 2001, Aquistar Ventures (USA) Inc. ("Aquistar") acquired
100%  of  the  issued  and  outstanding  shares of Custom Branded Networks, Inc.
("Custom Branded") by allotting 25,000,000 common shares.  Since the transaction
resulted in the former shareholders of Custom Branded owning the majority of the
issued  shares  of Aquistar, the transaction, which is referred to as a "reverse
take-over", has been treated for accounting purposes as an acquisition by Custom
Branded  of  the  net  assets  and liabilities of Aquistar.  Under this purchase
method  of  accounting,  the  results  of operations of Aquistar are included in
these  financial  statements  from  February  2,  2001.

Control  of  the net assets of Aquistar was acquired for the total consideration
of  $15,228  representing  the  fair  value  of  the assets of Aquistar.  Custom
Branded is deemed to be the purchaser for accounting purposes.  Accordingly, its
net  assets  are  included  in  the  balance  sheet at their previously recorded
values.


                                       9


<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (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 judgement.

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)     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

c)     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.


                                       10

<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

d)     Revenue  Recognition

Revenues  will  consist  of recurring monthly fees from internet access and from
set-up  fees.  Subscriber contract terms vary by customer, although, the monthly
internet  access  fees  are generally paid by the subscriber at the beginning of
the  month.  Subscribers  canceling service are not entitled to receive funds of
the monthly access fee per the service contract, unless it is prepaid for future
periods.  Revenues  for  monthly  internet access fees are earned and recognized
when  received  for  the current month.  Internet access fees prepaid for future
months  are  deferred  until  the  beginning of the service month.  Revenues for
set-up  fees  are  recognized  once the customer is deployed and internet access
service  is  active.  Customers  are  entitled  to  refunds  of  set-up  fees if
deployment  does  not  occur.

e)     Financial  Instruments

The  Company's  financial  instruments  consist  of  cash,  accounts receivable,
prepaid  expenses  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.

f)     Loss  Per  Share

Loss  per share is calculated using the weighted average number of common shares
outstanding  during  the  period.

All references to loss per share, weighted average number of shares outstanding,
and  common  shares  issued  and  outstanding  have been restated to reflect the
impact  of  the  reverse  take-over.


                                       11

<PAGE>

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

Custom  Branded  Networks,  Inc. (the "Company"), provides turnkey private label
Internet  solutions  to  businesses  and  private  organizations  that desire to
affiliate  with a customer base via the Internet.  The company anticipates that,
in order to achieve its business plan over the next 12 months, the Company  must
raise  additional  capital  through  either  the  private  placement  or  public
registration  for  sale  of  its securities. In addition, the company intends to
acquire  one  or  more private companies whose earnings will support the capital
needs  of  the  company  on a consolidated basis. Although we are pursuing these
avenues,  it cannot be guaranteed that satisfactory arrangements can be reached.

In the event that the Company is unable to raise capital as discussed above, the
Company will have sufficient capital to meet its plan of operations for only the
next  30 days.  The Company expects to incur additional research and development
costs  over  the  next twelve months.  However, such expenditures are  dependent
upon  the  Company's  ability  to  raise  capital  to  support  such operations.

The  Company has signed up certain customers but deployment on the ISP's network
has  not  occurred. Management expects deployment to occur in the second quarter
of  2002.  At such time, the Company will begin to generate revenue from regular
business  operations.

At  December  31,  2001,  the Company had cash of $622.  It is necessary for the
Company  to  raise capital in the immediate future or we will experience adverse
results.  We intend to raise financing through additional equity financing until
such  time as cash flows are generated from operations sufficient to support us.
We  are  currently  pursuing  financing from various potential investors. Due to
cash  constraints,  the Company has been limited in its ability to make progress
towards  achievement  of  its  business  plan.  The  Company  intends  to  raise
$1,500,000  in  investment capital within the next 12 months.  This capital will
sustain  the  operations of the Company for approximately 24 months.  During the
same period of time, we expect to generate revenue from business operations.  It
is impossible to predict at the present time how fast revenues will be generated
or  how  soon  they  might  become  significant when compared to the operational
expenses  of  the  Company.

Operational  expenses  are  incurred  primarily  due to the Company's efforts to
develop and to promote its products and services, which efforts include internal
staffing, travel and other promotional expenses.  John Platt, the only executive
officer  of  the  Company,  earns a salary of $10,000 per month.  However, since
March,  2001,  Mr.  Platt  has  been  paid  no salary and such amounts have been
accrued  as  current  liabilities  on  the  books  of  the  Company.

Forward  Looking  Statements

The  information  contained in this section and elsewhere may at times represent
management's  best estimates of the Company's future financial and technological
performance,  based upon assumptions believed to be reasonable. Management makes
no  representation  or  warranty, however, as to the accuracy or completeness of
any  of  these  assumptions,  and  nothing  contained in this document should be
relied  upon  as  a  promise  or  representation as to any future performance or
events.  The  Company's  ability  to accomplish these objectives, and whether or
not  it  will be financially successful is dependent upon numerous factors, each
of  which  could  have a material effect on the results obtained.  Some of these
factors  are  within  the  discretion  and  control of management and others are
beyond management's control. Management considers the assumptions


                                       12

<PAGE>

and  hypothesis  used  in  preparing  any  forward  looking  assessments  of
profitability  contained  in  this document to be reasonable; however, we cannot
assure investors that any projections or assessments contained in this document,
or  otherwise  made  by  management,  will be realized or achieved at any level.


                                       13

<PAGE>

                           PART II - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

             None

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

             None

ITEM  3.     DEFAULT  UPON  SENIOR  SECURITIES

             None

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

             None

ITEM  5.     OTHER  INFORMATION

             None

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

     (a)     Exhibits
             None

     (b)     Reports  on  Form  8-K
             None


                                       14

<PAGE>

                                   SIGNATURES

Pursuant  to  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.


DATED: February 18, 2002               By:  /s/ John Platt
                                            ------------------------------------
                                            John  Platt, President, CEO,
                                            Principal Financial Officer and
                                            Director


                                       15