<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  March  31,  2002

[ ]  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 offices        (Zip Code)

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  March  31,  2002.


                                       - 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 nine
months  ended  March 31, 2002 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
                        ---------------------------------


                                 MARCH 31, 2002
                                   (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)


--------------------------------------------------------------------------
                                                  MARCH 31      JUNE 30
                                                      2002         2001
--------------------------------------------------------------------------
<S>                                               <C>           <C>
                           ASSETS

Current
  Cash                                            $       892   $   6,230
  Prepaid expenses and advances                             -      28,384
                                                  ------------------------
                                                          892      34,614

Loan Receivable From Shareholder                            -      25,000
Capital Assets, net                                     1,962       2,414
                                                  ------------------------

                                                  $     2,854   $  62,028
==========================================================================

LIABILITIES

Current
  Accounts payable and accrued liabilities        $   315,599   $ 160,188

Convertible Note Payable                              798,278     734,713
                                                  ------------------------
                                                    1,113,877     894,901
                                                  ------------------------

STOCKHOLDERS' DEFICIENCY

Share Capital
  Authorized:
    50,000,000 common shares with a par value
     of $0.001 per share at March 31, 2002

  Issued and outstanding:
    33,872,532 common shares at March 31, 2002
     and at June 30, 2001                              15,231      15,231

Additional paid-in capital                             35,044      35,044

Deficit Accumulated During The Development Stage   (1,161,298)   (883,148)
                                                  ------------------------
                                                   (1,111,023)   (832,873)
                                                  ------------------------
                                                  $     2,854   $  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          NINE MONTHS ENDED          1999 TO
                                       MARCH 31                    MARCH 31            MARCH 31
                                 2002          2001          2002          2001           2002
-------------------------------------------------------------------------------------------------
<S>                          <C>           <C>           <C>           <C>           <C>

Revenue                      $         -   $       178   $     3,714   $       178   $   177,241

Operating Expenses               (85,399)     (265,321)     (282,130)     (682,738)   (1,333,015)
                             --------------------------------------------------------------------

Loss From Operations             (85,399)     (265,143)     (278,416)     (682,560)   (1,155,774)

Other Income                           -           187           266           216         6,921

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

Net Loss For The Period          (85,399)     (264,956)     (278,150)     (682,344)  $(1,161,298)

Accumulated Deficit,
 Beginning Of Period          (1,075,899)     (577,297)     (883,148)     (159,909)
                             ------------------------------------------------------
Accumulated Deficit, End Of
 Period                      $(1,161,298)  $  (842,253)  $(1,161,298)  $  (842,253)
===================================================================================

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

Weighted Average Number
Of Shares Outstanding         33,872,532    15,463,008    33,705,865    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      NINE MONTHS ENDED      1999 TO
                                                         MARCH 31                MARCH 31         MARCH 31
                                                     2002        2001       2002        2001        2002
----------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>         <C>         <C>         <C>

Cash Flows From Operating Activities
  Loss for the period                           $(85,399)  $(264,956)  $(278,150)  $(682,344)  $(1,092,956)

Adjustments To Reconcile Loss To Net
 Cash Used By Operating Activities
   Amortization                                      151         239         452         539         1,055
   Write down of capital assets                        -           -           -           -        12,445
   Change in prepaid expenses and advances        34,342      24,152      28,384      (6,977)      (28,546)
   Change in accounts payable and accrued
    liabilities                                    5,611      22,548     155,411      11,772       315,599
   Change in deferred revenue                          -           -           -      71,888             -
                                                -----------------------------------------------------------
                                                 (45,295)   (218,017)    (93,903)   (605,122)     (792,403)
                                                -----------------------------------------------------------
Cash Flows From Investing Activity
   Purchase of capital assets                          -      (1,750)          -      (3,558)       (1,808)
                                                -----------------------------------------------------------

Cash Flows From Financing Activities
   Proceeds from loan payable to shareholder           -           -           -           -        16,097
   Loan receivable from shareholder               37,000     (25,000)     25,000     (25,000)      (39,000)
   Issue of common shares                              -           -           -           -        18,950
   Convertible note payable                        8,565     217,885      63,565     642,885       798,278
   Cash acquired on acquisition of subsidiary          -         778           -         778           778
                                                -----------------------------------------------------------
                                                  45,565     193,663      88,565     618,663       795,103
                                                -----------------------------------------------------------
(Decrease) Increase In Cash                          270     (26,104)     (5,338)      9,983           892

Cash, Beginning Of Period                            622      37,577       6,230       1,490             -
                                                -----------------------------------------------------------

Cash, End Of Period                             $    892   $  11,473   $     892   $  11,473   $       892
===========================================================================================================
</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
                        --------------------------------------------------

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



                                                                          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)        -         -            -             -

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, Inc.           1,500,000         -         -            -             -

Net loss for the period                          -         -         -     (278,150)     (278,150)
                                        ----------------------------------------------------------

Balance, March 31, 2002                 33,872,532   $15,231  $ 35,044  $(1,161,298)  $(1,111,023)
                                        ==========================================================

</TABLE>


                                       - 7 -

<PAGE>

                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                                 MARCH 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)
1.     BASIS  OF  PRESENTATION

The  unaudited  consolidated  financial statements as of March 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,
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
                   ------------------------------------------

                                 MARCH 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
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
                   ------------------------------------------

                                 MARCH 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 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
                   ------------------------------------------

                                 MARCH 31, 2002
                                   (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

Plan  of  Operations

Custom  Branded  Networks,  Inc.'s  (the "Company"), business plan is to provide
turnkey private label Internet solutions to businesses and private organizations
that  desire  to  affiliate  with a customer base via the Internet.  To move its
business  plan  forward,  the Company  must raise capital through either private
placement  or  public  registration for sale of its securities. The company also
intends  to  secure  income  through  the  acquisition  of  one  or more private
companies  whose  earnings  could  assist  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.  At the present time
we have no arrangements in place for the acquisition of any company or business.
We  have  vigorously pursued the raising of funds throughout the prior 12 months
without  sufficient  success  to  move  our business plan forward.  At March 31,
2002,  the  Company  had  cash  of  $892.

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.  We
believe  we  need  to  raise  capital  in the amount of the $400,000 to move our
business  forward  in  a  meaningful way.  This amount would provide us with the
necessary  working  capital  for  approximately  12  months

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 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.


                                      - 12 -

<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


                                   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:  May 14, 2002                      By: /s/ John Platt

                                              ----------------------------------
                                              John Platt, President, CEO,
                                              Principal Financial Officer
                                              and Director


                                      - 13 -