<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  September  30,  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.)

2110 Ft. Stockton Dr.
San Diego, CA                                       92103
---------------------------------------             ----------
(Address of principal executive offices)            (Zip Code)

Issuer's telephone number, including area code:     619-795-7474
                                                    ------------

                               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: 33,872,532 Shares of $.001 par value
Common  Stock  outstanding  as  of  November  13,  2002.


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







                                       2

<PAGE>











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


                        CONSOLIDATED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)









<PAGE>

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

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


--------------------------------------------------------------------------
                                                SEPTEMBER 30      JUNE 30
                                                    2002           2002
--------------------------------------------------------------------------
<S>                                             <C>           <C>

ASSETS

Current
  Cash                                          $       902   $       902

Capital Assets, net (Note 4)                          1,600         1,812
                                                --------------------------

                                                $     2,502   $     2,714
==========================================================================

LIABILITIES

Current
  Accounts payable and accrued liabilities      $   307,584   $   307,860

Convertible Note Payable, net of discount
 (Note 5)                                           334,523       322,803
                                                --------------------------
                                                    642,107       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
     September 30, 2002 and June 30, 2002            15,231        15,231

  Additional paid-in capital                        566,006       566,006

Deficit Accumulated During The
 Development Stage                               (1,220,842)   (1,209,186)
                                                --------------------------
                                                   (639,605)     (627,949)
                                                --------------------------

                                                $     2,502   $     2,714
==========================================================================
</TABLE>


<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 28
                                        THREE MONTHS ENDED        1999 TO
                                           SEPTEMBER 30         SEPTEMBER 30
                                        2002          2001          2002
----------------------------------------------------------------------------
<S>                                 <C>           <C>           <C>

Revenue                             $         -   $     1,544   $   177,241


Operating Expenses                         (358)     (164,863)   (1,345,065)
                                    ----------------------------------------
Loss From Operations                       (358)     (163,319)   (1,167,824)

Other Income                                  -           266         6,921
Interest Expense                        (11,298)            -       (47,494)
Write Down Of Capital Assets                  -             -       (12,445)
                                    ----------------------------------------

Net Loss For The Period                 (11,656)     (163,053)  $(1,220,842)
                                                                ============
Accumulated Deficit, Beginning
 Of Period                           (1,209,186)     (883,148)
                                    --------------------------

Accumulated Deficit, End Of Period  $(1,220,842)  $(1,046,201)
==============================================================

Loss Per Share, Basic And Diluted   $     (0.01)  $     (0.01)
==============================================================

Weighted Average Number Of
 Shares Outstanding                  33,872,532    33,372,532
==============================================================
</TABLE>


<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    1999 TO
                                                  SEPTEMBER 30     SEPTEMBER 30
                                                2002        2001        2002
-------------------------------------------------------------------------------
<S>                                         <C>        <C>         <C>

Cash Flows From Operating Activities
  Loss for the period                       $(11,656)  $(163,053)  $(1,152,500)

Adjustments To Reconcile Loss To Net
 Cash Used By Operating Activities
  Amortization                                   212         150         1,417
  Amortization of interest                    11,298           -        47,494
  Write down of capital assets                     -        (958)       12,445
  Change in prepaid expenses and advances          -           -       (28,546)
  Change in accounts payable and accrued
   liabilities                                  (276)    149,445       307,584
                                            -----------------------------------
                                                (422)    (14,416)     (812,106)
                                            -----------------------------------

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                       422      10,000       817,991
  Cash acquired on acquisition of
   subsidiary                                      -           -           778
                                            -----------------------------------
                                                 422      10,000       814,816
                                            -----------------------------------

(Decrease) Increase In Cash                        -      (4,416)          902

Cash, Beginning Of Period                        902       6,230             -
                                            -----------------------------------

Cash, End Of Period                         $    902   $   1,814   $       902
===============================================================================
</TABLE>

SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  FINANCING  AND  INVESTING  ACTIVITIES:

During  the  year  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 issuing 25,000,000 common
shares  at  the  fair  value  of  $15,228.


<PAGE>

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

                       CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY

                                       SEPTEMBER 30, 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)        -         -            -           -

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                         -         -         -      (11,656)    (11,656)
                                       --------------------------------------------------------

Balance, September 30, 2002            33,872,532   $15,231  $566,006  $(1,220,842)  $(639,605)
                                       ========================================================
</TABLE>


<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.     BASIS  OF  PRESENTATION

The  unaudited  consolidated  financial  statements  as  of  September  30, 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.


<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 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.


<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 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.


<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 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.


<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 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.


<PAGE>

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


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



4.     CAPITAL  ASSETS


                               SEPTEMBER 30             JUNE 30
                                  2002                   2002
                    --------------------------------  ----------
                            Accumulated    Net Book    Net Book
                     Cost   Depreciation     Value      Value
                    --------------------------------------------

Computer equipment  $ 1,808   $  1,356    $    452    $   603
Office equipment      3,380      2,232       1,148      1,209
                    --------------------------------------------
                    $ 5,188   $  3,588    $  1,600    $ 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  $817,569 in advances through to September 30, 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  first  quarter,  the  Company  recorded interest
expense  of  $11,298.

<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  September  30,  2002, the Company had cash of $902.  To sustain the business
operations  of  the Company, it is necessary for the Company to raise capital in
the immediate future.  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 $817,569 in advances against the notes through September 30, 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.

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.

If  our  business  prospects  become more promising than at the present time, we
will  attempt  to  raise  operating  capital through the sale of equity capital.
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.  During the three month period
ended  September  30,  2002,  we  incurred  operating  expenses of $358.00 which
demonstrates  the  low  level  of  our  current business activity.  This figure,
however,  does  not  include  the  time  spent by our president in marketing the
products  and  services  of  the  Company  for  which  he  was  not compensated.


                                       3

<PAGE>

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.  John  Platt.  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.



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
September  30,  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  September  30,  2002.


                                       4

<PAGE>

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)

--------------------------------------------------------------------------------
(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
September  30,  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:   November 13, 2002


        /s/ John Platt
By:     ------------------------------------------
        John Platt
        President, Secretary, Treasurer and Director
        Chief Executive Officer and Chief Financial Officer
        (Principal Executive Officer)
        (Principal Accounting Officer)


                                       5

<PAGE>


                                 CERTIFICATIONS

I,  JOHN  PLATT,  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.


Date:   November 13, 2002          /s/ John Platt
                                   ___________________________________
                                   (Signature)
                                   President, Secretary and Treasurer
                                   Chief Executive Officer and
                                   Chief Financial Officer
                                   ___________________________________
                                   (Title)