<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,  2002

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

        For  the  transition  period _________ to


          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,  2003.



<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,  2002 are not necessarily indicative of the results
that  can  be  expected  for  the  year  ending  June  30,  2003.


<PAGE>






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


                        CONSOLIDATED FINANCIAL STATEMENTS


                                DECEMBER 31, 2002
                                   (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
                                               2002          2002
--------------------------------------------------------------------------------
<S>                                        <C>           <C>
ASSETS

Current
  Cash                                     $       891   $       902

Capital Assets, net (Note 4)                     1,389         1,812
                                           --------------------------
                                           $     2,280   $     2,714
================================================================================

LIABILITIES

Current
  Accounts payable and accrued liabilities $   309,012   $   307,860

Convertible Note Payable,
 net of discount (Note 5)                      355,821       322,803
                                           --------------------------
                                               664,833       630,663
                                           --------------------------

STOCKHOLDERS' DEFICIENCY

Share Capital
  Authorized:
    50,000,000 common shares with a
    par value of $0.001 per share at
    September 30, 2002 and June 30, 2002

  Issued and outstanding:
    33,872,532 common shares at
    December 31, 2002 and June 30, 2002         15,231        15,231

  Additional paid-in capital                   566,006       566,006

Deficit Accumulated During
The Development Stage                       (1,243,790)   (1,209,186)
                                           --------------------------
                                              (662,553)     (627,949)
                                           --------------------------
                                           $     2,280   $     2,714
================================================================================

</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
                                  2002          2001          2002          2001          2002
--------------------------------------------------------------------------------------------------

<S>                           <C>           <C>           <C>           <C>           <C>
Revenue                       $         -   $     2,170   $         -   $     3,714   $   177,241

Operating Expenses                (11,650)      (31,868)      (12,008)     (196,731)   (1,356,715)
                              ------------- ------------- ------------  ------------  ------------
Loss From Operations              (11,650)      (29,698)      (12,008)     (193,017)   (1,179,474)

Other Income                            -             -             -           266         6,921
Interest Expense                  (11,298)            -       (22,596)            -       (58,792)
Write Down Of Capital Assets            -             -             -             -       (12,445)
                              ------------- ------------- ------------  ------------  ------------
Net Loss For The Period           (22,948)      (29,698)      (34,604)     (192,751)  $(1,243,790)
                                                                                      ============
Accumulated Deficit,
Beginning Of Period            (1,220,842)   (1,046,201)   (1,209,186)     (883,148)
                              ------------------------------------------------------
Accumulated Deficit,
End Of Period                 $(1,243,790)  $(1,075,899)  $(1,243,790)  $(1,075,899)
====================================================================================


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

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

</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
                                 2002       2001       2002        2001         2002
<S>                            <C>        <C>        <C>        <C>         <C>
----------------------------------------------------------------------------------------

Cash Flows From Operating
 Activities
  Loss for the period          $(22,948)  $(26,698)  $(34,604)  $(192,751)  $(1,175,448)
Adjustments To Reconcile
 Loss To Net Cash Used
 By Operating Activities
  Amortization                      211        151        423         301         1,628
  Amortization of interest       11,298          -     22,596           -        58,792
  Write down of capital assets        -          -          -           -        12,445
  Change in prepaid expenses
   and advances                       -     (5,000)         -      (5,958)      (28,546)
  Change in accounts payable
   and accrued liabilities        1,428        355      1,152     149,800       309,012
                               ---------------------------------------------------------
                                (10,011)   (34,192)   (10,433)    (48,608)     (822,117)
                               ---------------------------------------------------------
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                        -    (12,000)         -     (12,000)      (39,000)
  Issue of common shares              -          -          -           -        18,950
  Convertible note payable       10,000     45,000     10,422      55,000       827,991
  Cash acquired on acquisition
   of subsidiary                      -          -          -           -           778
                               ---------------------------------------------------------
                                 10,000     33,000     10,422      43,000       824,816
                               ---------------------------------------------------------


(Decrease) Increase In Cash         (11)    (1,192)       (11)     (5,608)          891
Cash, Beginning Of Period           902      1,814        902       6,230             -
                               ---------------------------------------------------------
Cash, End Of Period            $    891   $    622   $    891   $     622   $       891
========================================================================================
</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.


                                      F-4


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

               CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY

                                DECEMBER 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

                                                                 DEFICIT
                                                                 ACCUMULATED
                                     COMMON STOCK     ADDITIONAL DURING THE
                                --------------------- 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)        -         -            -           -

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)

Net loss for
 the period                              -         -         -      (34,604)    (34,604)
                                --------------------------------------------------------
Balance,
 December 31, 2002              33,872,532   $15,231  $566,006  $(1,243,790)  $(662,553)
                                ========================================================
</TABLE>


                                      F-5

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.     BASIS OF PRESENTATION

The unaudited consolidated financial statements as of December 31, 2002 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,
2002  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 generated limited operating revenues 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.


                                      F-6



<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (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
     issue  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 issuing 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.


                                      F-7


<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (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.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

e)     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.

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)     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.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

h)     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.

i)     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.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



4.     CAPITAL ASSETS

                                DECEMBER 31            JUNE 30
                                   2002                 2002
                    -------------------------------   ---------
                            ACCUMULATED    NET BOOK   NET BOOK
                     COST   DEPRECIATION   VALUE        VALUE
                    -------------------------------   ---------
Computer equipment  $  1,808  $   1,507    $   301     $   603
Office equipment       3,380      2,292      1,088       1,209
                    -------------------------------------------
                    $  5,188  $   3,799    $ 1,389     $ 1,812
                    ===========================================


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  $827,569  in advances through to December 31, 2002.  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
$520,962  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
$22,596.


                                      F-11


<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operations

FORWARD LOOKING STATEMENTS

The  information  in  this discussion contains forward-looking statements within
the  meaning  of  Section  27A  of  the  Securities Act of 1933, as amended, and
Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.  These
forward-looking statements involve risks and uncertainties, including statements
regarding  the  Company's capital needs, business strategy and expectations. Any
statements  contained  herein that are not statements of historical facts may be
deemed  to  be  forward-looking  statements.  In  some  cases,  you can identify
forward-looking  statements  by  terminology  such  as  "may", "will", "should",
"expect",  "plan",  "intend",  "anticipate",  "believe",  "estimate", "predict",
"potential"  or  "continue",  the  negative  of  such  terms or other comparable
terminology. Actual events or results may differ materially. In evaluating these
statements,  you  should  consider various factors, including the risks outlined
below,  and, from time to time, in other reports the Company files with the SEC.
These  factors  may cause the Company's actual results to differ materially from
any  forward-looking statement. The Company disclaims any obligation to publicly
update  these  statements, or disclose any difference between its actual results
and  those  reflected  in  these  statements.  The  information  constitutes
forward-looking  statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act  of  1995.

PLAN OF OPERATIONS

At  December  31,  2002,  the Company had cash of $891.  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
$827,569  in  advances against the notes through December 31, 2002.  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.  During
the  three  month period ended December 31, 2002, we incurred operating expenses
of  $11,650.00.

The  business  plan  of  the  Company  calls  for the Company to provide turnkey
private  label  Internet  solutions to businesses and private organizations that
desire  to  affiliate  with  a  customer  base  via the Internet.  Our business,
however, has not developed as rapidly as we had originally anticipated. To date,
we  have  signed up one customer and the deployment of the Internet services for
this  customer  has not occurred as of yet.  It is uncertain at the present time
whether  we  will  be  able  to  develop our current business plan to commercial
viability.

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.


                                       3

<PAGE>

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.


PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings

We  are  not  a party to any material legal proceedings and to our knowledge, no
such  proceedings  are  threatened  or  contemplated.


Item 2.  Changes in Securities

We  did not complete any sales of our securities during the fiscal quarter ended
December  31,  2002.


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,  2002.

Item 5.  Other Information

None.


Item 6.  Exhibits and Reports on Form 8-K.

EXHIBITS  REQUIRED  BY  ITEM  601  OF  FORM  8-K


 Exhibit
 Number                            Description of Exhibit
---------      -----------------------------------------------------------------

   99.1        Certification  of  Chief  Executive  Officer  and Chief Financial
               Officer  pursuant  to 18 U.S.C. Section 1350, as adopted pursuant
               to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002(1)

--------------------------------------------------------------------------------


                                       4

<PAGE>


(1)     Filed  as  an  Exhibit  to  this  Quarterly  Report  on  Form  10-QSB
--------------------------------------------------------------------------------


REPORTS ON FORM 8-K

We  did not file any Current Reports on Form 8-K during the fiscal quarter ended
December  31,  2002.



                                   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 13, 2003


By:  /s/ Paul G. Carter
     -------------------------------
     Paul G. Carter
     President, Secretary, Treasurer and Director
     Chief Executive Officer and Chief Financial Officer
     (Principal Executive Officer)
     (Principal  Accounting  Officer)



                                       5

<PAGE>


                                 CERTIFICATIONS

I, PAUL G. CARTER, Chief Executive Officer and Chief Executive Officer of Custom
Branded  Networks,  Inc.  (the  "Registrant"),  certify  that;

(1)  I  have  reviewed  this  quarterly  report  on Form10-QSB of Custom Branded
     Networks,  Inc.;

(2)  Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

(3)  Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  Registrant  as  of,  and for, the periods presented in this
     quarterly  report;

(4)  The  Registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  Registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

(5)  The  Registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee  of  Registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the Registrant's internal
          controls;  and

(6)  The  Registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                   /s/ Paul G. Carter
Date:  February 13, 2003           ___________________________________
                                   (Signature)
                                   President, Secretary and Treasurer
                                   Chief Executive Officer and
                                   Chief Financial Officer
                                   ___________________________________
                                   (Title)