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,  2003

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

          For  the  transition  periodto


          Commission  File  Number          000-28535
                                            ---------

                          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 Identification
incorporation  or  organization)                     No.)

821  E.  29TH
NORTH  VANCOUVER,  B.C.                              V7K  1B6
--------------------------------------------         -----------
(Address  of  principal  executive  offices)         (Zip  Code)

Issuer's  telephone  number,  including  area  code: 604-904-6946
                                                     ------------

                               Not  Applicable
              ----------------------------------------------------
              (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
stock,  as  of the latest practicable date: 38,372,532 SHARES OF $.001 PAR VALUE
COMMON  STOCK  OUTSTANDING  AS  OF  FEBRUARY  13,  2004.

                                   -1-
<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,  2003 are not necessarily indicative of the results
that  can  be  expected  for  the  year  ending  June  30,  2004.

                                    -2-
<PAGE>



                          CUSTOM BRANDED NETWORKS, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                DECEMBER 31, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

                                     F-1


<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



<TABLE>
<CAPTION>

-----------------------------------------------------------------------------
                                                     DECEMBER 31     JUNE 30
                                                        2003          2003
-----------------------------------------------------------------------------

<S>                                                 <C>           <C>

ASSETS

CURRENT
Cash . . . . . . . . . . . . . . . . . . . . . . .  $       894   $       894

CAPITAL ASSETS (Note 4). . . . . . . . . . . . . .          870           967
                                                    -------------------------
                                                    $     1,764   $     1,861
=============================================================================
LIABILITIES

CURRENT
Accounts payable and accrued liabilities . . . . .  $   319,801   $   316,398

CONVERTIBLE NOTE PAYABLE, net of discount (Note 5)      419,275       388,029
                                                    -------------------------
                                                        739,076       704,427
                                                    -------------------------
STOCKHOLDERS' DEFICIENCY

SHARE CAPITAL
Authorized:
50,000,000 common shares with a par value of
 $0.001 per share at December 31, 2003 and June
 30, 2003

Issued and outstanding:
38,372,532 common shares at December 31, 2003
 and June 30, 2003 . . . . . . . . . . . . . . . .       19,731        19,731

Additional paid-in capital . . . . . . . . . . . .      651,622       651,622

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE .   (1,408,665)   (1,351,419)

OTHER. . . . . . . . . . . . . . . . . . . . . . .            -       (22,500)
                                                    --------------------------

                                                       (737,312)     (702,566)
                                                    ------------  ------------

                                                    $     1,764   $     1,861
==============================================================================
</TABLE>

                                      F-2



<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------
                                                                                    INCEPTION
                                                                                     JUNE 18
                               THREE MONTHS ENDED           SIX MONTHS ENDED         1999 TO
                                   DECEMBER 31                 DECEMBER 31         DECEMBER 31
                               2003          2002          2003          2002          2003
----------------------------------------------------------------------------------------------
<S>                        <C>           <C>           <C>           <C>           <C>

REVENUE . . . . . . . . .  $         -   $         -   $         -   $         -   $   184,162
                           -------------------------------------------------------------------
EXPENSES
Administrative expenses .       16,425        11,650        30,084        12,008     1,421,832
Interest expense. . . . .       13,581        11,298        27,162        22,596       108,550
Mineral property
  payment . . . . . . . .            -             -             -             -        50,000
Write down of capital
  assets. . . . . . . . .            -             -             -             -        12,445
                           -------------------------------------------------------------------
                                30,006        22,948        57,246        34,604     1,592,827
                           -------------------------------------------------------------------

NET LOSS FOR THE PERIOD .      (30,006)      (22,948)      (57,246)      (34,604)  $(1,408,665)
                                                                                   ============
ACCUMULATED DEFICIT,
  BEGINNING OF PERIOD . .   (1,378,659)   (1,220,842)   (1,351,419)   (1,209,186)
                           ------------------------------------------------------
ACCUMULATED DEFICIT, END
  OF PERIOD . . . . . . .  $(1,408,665)  $(1,243,790)  $(1,408,665)  $(1,243,790)
=================================================================================

LOSS PER SHARE, Basic and
  diluted . . . . . . . .  $     (0.01)  $     (0.01)  $     (0.01)  $     (0.01)
=================================================================================

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING .   38,372,532    38,372,532    38,372,532    33,872,532
=================================================================================
</TABLE>

                                       F-3



<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------
                                                                                   INCEPTION
                                                                                    JUNE 28
                                       THREE MONTHS ENDED    SIX MONTHS ENDED       1999 TO
                                           DECEMBER 31          DECEMBER 31       DECEMBER 31
                                        2003       2002       2003       2002         2003
----------------------------------------------------------------------------------------------
<S>                                   <C>        <C>        <C>        <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period. . . . . . . . .  $(30,006)  $(22,948)  $(57,246)  $(34,604)  $(1,340,323)

ADJUSTMENTS TO RECONCILE LOSS TO NET
  CASH USED BY OPERATING ACTIVITIES
Shares issued for other than cash. .    11,250          -     22,500          -        45,000
Amortization . . . . . . . . . . . .        49        211         97        423         2,147
Amortization of interest . . . . . .    13,581     11,298     27,162     22,596       108,550
Write down of capital assets . . . .         -          -          -          -        12,445
Change in prepaid expenses and
  advances . . . . . . . . . . . . .         -          -          -          -       (28,546)
Change in accounts payable and
  accrued liabilities. . . . . . . .     1,469      1,428      3,403      1,152       319,801
                                     ---------------------------------------------------------
                                        (3,657)   (10,011)    (4,084)   (10,433)     (880,926)
                                     ---------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITY
Purchase of capital assets . . . . .         -          -          -          -        (1,808)
                                     ---------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan payable to
  shareholder. . . . . . . . . . . .         -          -          -          -        16,097
Loan receivable from shareholder . .         -          -          -          -       (39,000)
Issue of common shares . . . . . . .         -          -          -          -        18,950
Convertible note payable . . . . . .     3,657     10,000      4,084     10,422       886,803
Cash acquired on acquisition of
  subsidiary . . . . . . . . . . . .         -          -          -          -           778
                                     ---------------------------------------------------------
                                         3,657     10,000      4,084     10,422       883,628
                                     ---------------------------------------------------------

(DECREASE) INCREASE IN CASH. . . . .         -        (11)         -        (11)          894

CASH, BEGINNING OF PERIOD. . . . . .       894        902        894        902             -
                                     ---------------------------------------------------------
CASH, END OF PERIOD. . . . . . . . .  $    894   $    891   $    894   $    891   $       894
==============================================================================================
</TABLE>

                                             F-4
<PAGE>

                          CUSTOM BRANDED NETWORKS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

               CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY

                                DECEMBER 31, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



<TABLE>
<CAPTION>


                                                                          DEFICIT
                                                                        ACCUMULATED
                                                     ADDITIONAL          DURING THE
                                    COMMON STOCK      PAID-IN            DEVELOPMENT
                                -------------------
                                  SHARES     AMOUNT   CAPITAL   OTHER      STAGE        TOTAL
                                ---------------------------------------------------------------
<S>                             <C>          <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)        -         -       -            -           -
Common stock conversion
  rights . . . . . . . . . . .           -         -   421,214       -            -     421,214
Net loss for the year. . . . .           -         -         -       -     (723,239)   (723,239)
                                ----------------------------------------------------------------
Balance, June 30, 2001 . . . .  32,372,532    15,231   456,258       -     (883,148)   (411,659)

Additional shares issued in
   connection with the
  acquisition of Custom
  Branded Networks, Inc. . . .   1,500,000         -         -       -            -           -
Common stock conversion
   rights. . . . . . . . . . .           -         -   109,748       -            -     109,748
Net loss for the year. . . . .           -         -         -       -     (326,038)   (326,038)
                                ----------------------------------------------------------------
Balance, June 30, 2002 . . . .  33,872,532    15,231   566,006       -   (1,209,186)   (627,949)
</TABLE>
                                               F-5



<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

         CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY (CONTINUED)

                                DECEMBER 31, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



<TABLE>
<CAPTION>


                                                                            DEFICIT
                                                                          ACCUMULATED
                                                   ADDITIONAL             DURING THE
                                COMMON STOCK        PAID-IN               DEVELOPMENT
                           ---------------------
                             SHARES      AMOUNT     CAPITAL     OTHER       STAGE         TOTAL
                           ------------------------------------------------------------------------
<S>                        <C>         <C>          <C>       <C>        <C>           <C>
Balance, June 30, 2002. .  33,872,532  $    15,231  $566,006  $      -   $(1,209,186)  $  (627,949)

Issue of common stock for
  deferred compensation
  expense . . . . . . . .   4,500,000        4,500    40,500   (45,000)            -             -
Amortization of deferred
  compensation. . . . . .           -            -         -    22,500             -        22,500
Common stock conversion
  rights. . . . . . . . .           -            -    45,116         -             -        45,116
Net loss for the year . .           -            -         -         -      (142,233)     (142,233)
                           ------------------------------------------------------------------------
Balance, June 30, 2003. .  38,372,532       19,731   651,622   (22,500)   (1,351,419)     (702,566)

Amortization of deferred
  compensation. . . . . .           -            -         -    22,500             -        22,500
Net loss for the period .           -            -         -         -       (57,246)      (57,246)
                           ------------------------------------------------------------------------
Balance, December 31,
  2003                     38,372,532  $    19,731  $651,622   $     -   $(1,408,665)  $  (737,312)
                           ========================================================================
</TABLE>

                                                      F-6


<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



1.     BASIS  OF  PRESENTATION

The unaudited consolidated financial statements as of December 31, 2003 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,
2003  audited  consolidated  financial  statements  and  notes  thereto.


2.     NATURE  OF  OPERATIONS  AND  GOING  CONCERN

Custom  Branded  Networks,  Inc.  (the  "Company") was previously engaged in the
business  of  providing turnkey private label internet services to organizations
throughout  the  domestic  United States and Canada.  During the year ended June
30,  2003,  the  Company  became  an  exploration  staged company engaged in the
acquisition  and  exploration  of  mining claims.  Upon location of a commercial
minable  reserve,  the  Company  expects  to  actively  prepare the site for its
extraction  and  enter  a  development  stage.

Going  Concern

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss  of  $1,408,665  since inception, and has no sales.  The future of the
Company  is  dependent  upon  its  ability  to  obtain financing and upon future
profitable  operations  from  the development of its mineral claims.  Management
has  plans  to  seek  additional  capital through a private placement and public
offering  of  its  common  stock.  The  financial  statements do not include any
adjustments  relating  to  the  recoverability  and  classification  of recorded
assets,  or  the  amounts  of  and  classification  of liabilities that might be
necessary  in  the  event  the  Company  cannot  continue  in  existence.

                                      F-7




<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (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 judgment.

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)     Use  of  Estimates

The  preparation  of  financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements,  and the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  management's best
estimates  as  additional  information  becomes  available  in  the  future.

c)     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

d)     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.


                                       F-8

<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

e)     Mineral  Claim  Payments  and  Exploration  Costs

The  Company  expenses  all  costs  related  to the acquisition, maintenance and
exploration  of  mineral claims in which it has secured exploration rights prior
to  establishment of proven and probable reserves.  To date, the Company has not
established  the commercial feasibility of its exploration prospects, therefore,
all  costs  are  being  expensed.

f)     Financial  Instruments

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

g)     Stock  Based  Compensation

The  Company  measures  compensation cost for stock based compensation using the
intrinsic  value  method  of accounting as prescribed by A.P.B. Opinion No. 25 -
"Accounting  for  Stock  Issued  to  Employees".  The  Company has adopted those
provisions  of Statement of Financial Accounting Standards No. 123 - "Accounting
for  Stock Based Compensation", which require disclosure of the pro-forma effect
on  net  earnings  and  earnings  per  share  as  if  compensation cost had been
recognized  based upon the estimated fair value at the date of grant for options
awarded.

h)     Loss  Per  Share

The  Company  computes  net  loss  per  share  in accordance with SFAS No. 128 -
"Earnings  Per  Share".  Under  the  provisions  of SFAS No. 128, basic loss per
share  is computed using the weighted average number of common stock outstanding
during  the  periods.  Diluted  loss  per  share  is computed using the weighted
average  number  of  common  and  potentially  dilative common stock outstanding
during  the  period.  As the Company generated net losses in each of the periods
presented,  the basic and diluted net loss per share is the same as any exercise
of  options  or  warrants  would  anti-dilutive.

                                     F-9
<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

i)     Impairment  of  Long-Lived Assets and Long-Lived Assets to be Disposed of

The Company reviews long-lived assets and including identifiable intangibles for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be  held and used is measured by a comparison of the carrying amount of an asset
to  future net cash flows expected to be generated by the asset.  If such assets
are  considered  to  be impaired, the impairment to be recognized is measured by
the  amount  by which the carrying amount of the assets exceed the fair value of
the  assets.  Assets to be disposed of are reported at the lower of the carrying
amount  or  fair  value  less  costs  to  sell.

j)     New  Accounting  Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No.  141  -  "Business  Combinations".  The Statement requires that all business
combinations  initiated  after June 30, 2001 be accounted for under the purchase
method  of  accounting.  The  Company believes that the adoption of FASB No. 141
will  not  have  a  significant  impact  on  its  financial  statements.

In July 2001, the FASB issued Statement No. 142 - "Goodwill and Other Intangible
Assets".  The  Statement will require discontinuing the amortization of goodwill
and other intangible assets with indefinite useful lives.  Instead, these assets
will be tested periodically for impairment and written down to their fair market
value  as  necessary.  This  Statement  is  effective for fiscal years beginning
after December 15, 2001.  The Company believes that the adoption of FASB No. 142
will  not  have  a  material  impact  on  its  financial  statements.

In  August  2001,  the  FASB  issued  Statement  No.  144  - "Accounting for the
Impairment  of  Long-Lived Assets" which is effective for fiscal years beginning
after  December  15,  2001.  FASB  No. 144 addresses accounting and reporting of
long-lived assets, except goodwill, that are either held and used or disposed of
through sale or other means.  The Company believes that the adoption of FASB No.
144  will  not  have  a  material  impact  on  its  financial  statements.

                                      F-10


<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



4.     CAPITAL  ASSETS

<TABLE>
<CAPTION>


                              DECEMBER 31           JUNE 30
                                 2003                2003
                    ------------------------------ --------
                            ACCUMULATED   NET BOOK NET BOOK
                     COST   DEPRECIATION   VALUE    VALUE
                    ------------------------------ -------
<S>                 <C>     <C>            <C>     <C>
Computer equipment  $1,808  $       1,808  $    -  $    -
Office equipment .   3,380          2,510     870     967
                    --------------------------------------
                    $5,188  $       4,318  $  870  $  967
</TABLE>            ======================================





5.     CONVERTIBLE  NOTE  PAYABLE

On  January 31, 2002, the Company executed $1,000,000 aggregate principal amount
of  convertible  notes  due  not earlier than January 31, 2009.  The Company has
received  $886,803  in advances through to December 31, 2003.  The notes bear no
interest  until the maturity date, and interest at 5% per annum on any remaining
principal  balance  after  the  maturity date. The notes are convertible, at the
option  of  the  holder,  at any time on or prior to maturity into shares of the
Company's  common  stock  at  a  conversion  price  of $0.05 per share, and each
converted  share includes a warrant to purchase an additional common stock share
at  an  exercise price of $0.05 per share.  The warrants expire three years from
the  grant  day.

Because the market interest rate on similar types of notes was approximately 14%
per  annum the day the notes were issued, the Company has recorded a discount of
$576,078  related  to  the  beneficial conversion feature.  The discount will be
amortized  as interest expense over the life of the convertible notes, or sooner
upon  conversion.  During  the  period, the Company recorded interest expense of
$27,162  (2002  -  $22,590).


6.     MINERAL  PROPERTIES

On  February  5,  2003,  the  Company  entered into an agreement to acquire 100%
interest  in  mineral  properties  located  in  outer  Mongolia by making a cash
payment  of  $50,000  (paid)  and  issuing  5,000,000  common  shares.

                                       F-11
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

Plan  of  Operations:
---------------------

At  December  31,  2003,  the Company had cash of $894.  Expenses for the fiscal
quarter covered by this report totalled $30,006.00 giving the Company a net loss
for the quarter of $30,006.00 since the Company has no operating revenues at the
present  time.  To  sustain  the business operations of the Company, the Company
must obtain additional capital.  The Company's current plans are to borrow money
as  needed  to  sustain  current  operations.  Since  inception, the Company has
executed $1,000,000 in the aggregate principal amount of convertible notes.  The
Company has received $886,803 in advances against the notes through December 31,
2003.  The  Company  hopes  to  obtain  additional advances against the notes in
order to sustain the business operations of the Company.  However, the holder of
the  notes  is not obligated to fund the notes further and may not be willing to
do  so,  in  which event the Company will need to obtain funding from some other
source.

The  business plan of the Company for the past thirty months has been to provide
certain Internet solutions to businesses and private organizations.  However, on
May  9,  2003,  the Company acquired the rights to six mineral titles within the
Turquoise  Hill  area  of  the South Gobi Region of Mongolia.   The Company paid
$50,000 toward the acquisition of the mineral titles and issued 5,000,000 shares
of  common stock of the Company to complete the transaction.  The shares will be
delivered  at  such  time  as  legal  title  to the mineral titles is delivered.
Therefore,  the  Company  is  waiting  for  the  vendor  to make necessary legal
arrangements  to  be  able to transfer title to the properties before delivering
the  common  shares.

It is the intention of management to commence geological and geophysical testing
immediately  upon receipt of legal title to the mineral properties, with primary
focus  on  pursuing  and  identifying any mineral occurrences within the project
areas.  As  these  possibilities  develop,  it  is  likely that the Company will
abandon  its  Internet  solutions business plan and focus on the acquisition and
development  of  mineral  interests  during  the  next  12  months  and  beyond.

Forward-Looking  Statements:
----------------------------
Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties,  there  are important factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these
forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.

ITEM  3.     CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer,  Mr.  Paul G. Carter.  Based upon that evaluation, our Chief
Executive  Officer  and  Chief  Financial  Officer concluded that our disclosure
controls  and procedures are effective in timely alerting management to material
information  relating to us required to be included in our periodic SEC filings.
There  have  been  no  significant  changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we  carried  out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.

                                     -3-
<PAGE>

PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

None.


ITEM  2.  CHANGES  IN  SECURITIES

We  did not complete any sales of our securities during the fiscal quarter ended
December  31,  2003.


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

None.


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

No  matters  were submitted to our security holders for a vote during the fiscal
quarter  ended  December  31,  2003.

ITEM  5.  OTHER  INFORMATION

None

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

EXHIBITS

31.1 Certification by CEO and CFO pursuant to Rule 13a-14(a) or 15d-14(a) of
The Securities  Exchange  Act  of  1934,  as  adopted pursuant to Section
302 of the Sarbanes-Oxley  Act  of  2002.

32.1 Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as
Adopted pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of
2002.
                               -4-
<PAGE>

REPORTS  ON  FORM  8-K

We  did not file any Current Reports on Form 8-K during the fiscal quarter ended
December  31,  2003.



                                   SIGNATURES

In  accordance with 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.

Date:     February  16,  2004



By:  /s/ Paul G. Carter
     -------------------------------------
     Paul  G.  Carter
     Principal  Executive  Officer
     Principal  Financial  Officer
     Chief  Accounting  Office

                                           -5-