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, 2004

[   ]     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: 48,272,532 SHARES OF $.001 PAR VALUE
COMMON  STOCK  OUTSTANDING  AS  OF  DECEMBER 31, 2004.

                                   -1-
<PAGE>


                         PART 1 - FINANCIAL INFORMATION

ITEM  1.          FINANCIAL  STATEMENTS

The  accompanying  un-audited  financial  statements  have  been  prepared  in
accordance  with  the instructions to Form 10-QSB and, therefore, do not include
all information and footnotes necessary for a complete presentation of financial
position,  results  of  operations,  cash  flows,  and  stockholders' deficit in
conformity  with  generally  accepted  accounting principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results  of  operations  and  financial position have been included and all such
adjustments  are  of  a  normal recurring nature.  Operating results for the six
months  ended  December 31,  2004  are not necessarily indicative of the results
that can be expected for the year ending June 30, 2005.

                                    -2-
<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                        CONSOLIDATED FINANCIAL STATEMENTS


                               DECEMBER 30, 2004
                                   (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 30     JUNE 30
                                                 2004           2004
-----------------------------------------------------------------------

<S>                                         <C>             <C>

ASSETS

CURRENT
Cash . . . . . . . . . . . . . . . . . . .  $           -   $         -

EQUIPMENT, net . . . . . . . . . . . . . .            696           774
                                            --------------  ------------

                                            $         696   $       774
========================================================================

LIABILITIES

CURRENT
Accounts payable and accrued liabilities .  $     315,818   $   323,663

CONVERTIBLE NOTE PAYABLE, net of discount
  (Note 5) . . . . . . . . . . . . . . . .        491,280       449,306
                                            --------------  ------------
                                                  807,098       772,969
                                            --------------  ------------

STOCKHOLDERS' DEFICIENCY

SHARE CAPITAL
Authorized:
50,000,000 common shares with a par
 value of $0.001 per share at September
 30, 2004 and June 30, 2004

Issued and outstanding:
38,372,532 common shares at
December 31, 2004 and June 30, 2004  . . .         38,373        38,373

Additional paid-in capital . . . . . . . .        636,281       636,281

DEFICIT ACCUMULATED DURING THE
  DEVELOPMENT STAGE. . . . . . . . . . . .     (1,481,056)   (1,446,849)

OTHER. . . . . . . . . . . . . . . . . . .              -             -
                                            --------------  ------------
                                                 (806,402)     (772,195)
                                            --------------  ------------
                                            $         696   $       774
========================================================================
                                   F-2

</TABLE>


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

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (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
                               2004          2003          2004          2003          2004
-----------------------------------------------------------------------------------------------
<S>                        <C>           <C>           <C>           <C>           <C>

REVENUE . . . . . . . . .  $         -   $         -   $         -   $         -   $   184,162
                           --------------------------------------------------------------------
EXPENSES
Administrative expenses .          139        16,425         3,087        30,084     1,434,410
Interest expense. . . . .       15,560        13,581        31,120        27,162       168,364
Mineral property
  payment . . . . . . . .            -             -             -             -        50,000
Write down of capital
 assets . . . . . . . . .            -             -             -             -        12,445
                           --------------------------------------------------------------------
                                15,699        30,006        34,207        57,246     1,665,219
                           --------------------------------------------------------------------

NET LOSS FOR THE PERIOD .      (15,699)      (30,006)      (34,207)      (57,246)  $(1,481,057)
===============================================================================================


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

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING. .   38,372,352    38,372,352    38,372,532    38,372,532
=================================================================================
</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
                                   SIX MONTHS ENDED       1999 TO
                                     DECEMBER 31         DECEMBER 31
                                   2004         2003         2004
----------------------------------------------------------------------

<S>                           <C>             <C>        <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES
Loss for the period. . . . .  $     (34,207)  $(57,246)  $(1,481,056)

ADJUSTMENTS TO RECONCILE
 LOSS TO NET CASH USED BY
 OPERATING ACTIVITIES
Shares issued for other than
 cash. . . . . . . . . . . .              -     22,500        45,000
Amortization . . . . . . . .             78         97         3,117
Amortization of interest . .         31,120     27,162       167,686
Write down of capital assets              -          -        12,445
Change in accounts payable
 and accrued liabilities . .         (7,845)     3,403       315,818
                              ---------------------------------------
                                    (10,854)    (4,084)     (936,990)
                              ---------------------------------------

CASH FLOWS FROM INVESTING
 ACTIVITY
Purchase of capital assets .              -          -        (1,808)
                              ---------------------------------------


CASH FLOWS FROM FINANCING
 ACTIVITIES
Proceeds from loan payable
  to shareholder . . . . . .              -          -        16,097
Issue of common shares . . .              -          -        18,950
Convertible note payable . .         10,854      4,084       902,973
 Cash acquired on acquisition
 of subsidiary . . . . . . .              -          -           778
                              ---------------------------------------
                                     10,854      4,084       938,798
                              ---------------------------------------
(DECREASE) INCREASE IN CASH.              -          -             -

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

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

               CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY

          PERIOD FROM INCEPTION ON JUNE 28, 1999 TO DECEMBER 31, 2004
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)
<TABLE>
<CAPTION>
                                                                                   DEFICIT
                                                                                 ACCUMULATED
                                    COMMON STOCK           ADDITIONAL             DURING THE
                             --------------------------     PAID-IN              DEVELOPMENT
                                SHARES         AMOUNT        CAPITAL       OTHER     STAGE       TOTAL
                             ----------------------------------------------------------------------------
<S>                          <C>            <C>           <C>            <C>     <C>           <C>
Issuance of shares to
 founders . . . . . . . . .         3,465   $         3   $     18,947   $    -  $         -   $  18,950
Net loss for the period . .             -             -              -        -     (159,909)   (159,909)
                             ----------------------------------------------------------------------------
Balance, June 30, 2000. . .         3,465             3         18,947        -     (159,909)   (140,959)

Repurchase of common
 stock by consideration of forgiveness of loan
 payable to shareholder . .        (1,445)           (1)        16,098        -            -      16,097
                             ----------------------------------------------------------------------------
                                    2,020             2         35,045        -     (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)           (2)             2        -            -           -
Aquistar Ventures
 (USA) Inc. . . . . . . . .    15,463,008        15,463        (15,463)       -            -           -
                             ----------------------------------------------------------------------------
                               15,463,008        15,463         19,584        -     (159,909)   (124,862)
Shares allotted in
 connection with the
 acquisition of Custom
 Branded Networks, Inc. . .    25,000,000        25,000         (9,772)       -            -      15,228
Less: Allotted and not yet
 issued . . . . . . . . . .    (8,090,476)       (8,090)         8,090        -            -           -
Common stock conversion
 rights . . . . . . . . . .             -             -        421,214        -            -     421,214
Net loss for the year . . .             -             -              -        -     (723,239)   (723,239)
                             ----------------------------------------------------------------------------
Balance, June 30, 2001. . .    32,372,532        32,373        439,116        -     (883,148)   (411,659)

Additional shares issued in
 connection with the
 acquisition of Custom
 Branded Networks, Inc. . .     1,500,000         1,500         (1,500)       -            -           -
Common stock conversion
 rights . . . . . . . . . .             -             -        109,748        -            -     109,748
Net loss for the year . . .             -             -              -        -     (326,038)   (326,038)
                             ----------------------------------------------------------------------------
Balance, June 30, 2002. . .    33,872,532        33,873        547,364        -   (1,209,186)   (627,949)
</TABLE>
                                             F-5

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

         CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY (CONTINUED)

          PERIOD FROM INCEPTION ON JUNE 28, 1999 TO DECEMBER 31, 2004
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)
<TABLE>
<CAPTION>

                                                                                   DEFICIT
                                                                                 ACCUMULATED
                                    COMMON STOCK           ADDITIONAL            DURING THE
                             --------------------------     PAID-IN              DEVELOPMENT
                                SHARES         AMOUNT        CAPITAL       OTHER     STAGE       TOTAL
                             ----------------------------------------------------------------------------
<S>                        <C>           <C>          <C>           <C>        <C>           <C>
Balance, June 30, 2002. .    33,872,532  $    33,873  $    547,364  $      -   $(1,209,186)  $  (627,949)

Issue of common stock for
deferred compensation
 expense. . . . . . . . .     4,500,000        4,500        40,500   (45,000)            -             -
Amortization of deferred
 compensation . . . . . .             -            -             -    22,500             -        22,500
Common stock conversion
 rights . . . . . . . . .             -            -        45,116         -             -        45,116
Net loss for the year . .             -            -             -         -      (142,233)     (142,233)
                           ------------------------------------------------------------------------------
Balance, June 30, 2003. .    38,372,532       38,373       632,980   (22,500)   (1,351,419)     (702,566)

Amortization of deferred
 compensation . . . . . .             -            -             -    22,500             -        22,500
Common stock conversion
 rights . . . . . . . . .             -            -         3,301         -             -         3,301
Net loss for the year . .             -            -             -         -       (95,430)      (95,430)
                           ------------------------------------------------------------------------------
Balance, June 30, 2004. .    38,372,532       38,373       636,281         -    (1,446,849)     (772,195)

Net loss for the period .             -            -             -         -       (34,207)      (34,207)
                           ------------------------------------------------------------------------------
Balance, December 31,
 2004                        38,372,532  $     38,373     $636,281  $      -   $(1,481,056)  $  (806,402)
                           ==============================================================================
</TABLE>
                                                  F-6
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 2004
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



1.     BASIS  OF  PRESENTATION

The  unaudited  consolidated  financial  statements  as  of  December 31, 2004
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,
2004  audited  consolidated  financial  statements  and  notes  thereto.


2.     NATURE  OF  OPERATIONS  AND  GOING  CONCERN

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

Going  Concern

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

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss  of  $1,481,056  for  the  period  from  April 12, 2002 (inception) to
December 31,  2004,  and has no sales.  The future of the Company is dependent
upon  its ability to obtain financing and upon future profitable operations from
the  development of its mineral claims.  Management has plans to seek additional
capital  through  a  private  placement and public offering of its common stock.
The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of  recorded  assets, or the amounts of and
classification  of  liabilities that might be necessary in the event the Company
cannot  continue  in  existence.

                                      F-7

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 2004
                                   (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 (a Delaware
corporation),  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)     Equipment

Equipment is recorded at cost and is amortized over its useful life at a rate of
20%  on  a  declining  balance  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, 2004
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

3.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

e)     Mineral  Claim  Payments  and  Exploration  Costs

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

f)     Financial  Instruments

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

Unless  otherwise  noted,  it  is  management's opinion that this Company is not
exposed  to  significant  interest  or credit risks arising from these financial
instruments.  The  fair  value  of these financial instruments approximate their
carrying  values,  unless  otherwise  noted.

g)     Stock  Based  Compensation

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

h)     Loss  Per  Share

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

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 2004
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

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

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

j)     New  Accounting  Pronouncements

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

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

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

                                     F-10


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 2004
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)
<TABLE>
<CAPTION>

4.        CAPITAL ASSETS

                                      DECEMBER 31            JUNE 30
                                          2004                 2004
                    ---------------------------------------- --------
                                     ACCUMULATED    NET BOOK NET BOOK
                        COST         DEPRECIATION     VALUE   VALUE
                    -------------------------------------------------
<S>                 <C>            <C>              <C>     <C>
Computer equipment  $       1,808  $         1,808  $    -  $      -
Office equipment .          3,380            2,645     735       774
                    -------------------------------------------------
                    $       5,188  $         4,453  $  735  $    774
                    =================================================
</TABLE>

5.     CONVERTIBLE  NOTE  PAYABLE

On  January 31, 2002, the Company executed $1,000,000 aggregate principal amount
of  convertible  notes  due  not earlier than January 31, 2009.  The Company has
received  $892,402 in advances through to September 30, 2004.  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
$579,378  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
$15,560  (2003  -  $13,581).

                                        F-11



<PAGE>

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

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

At December 31, 2004, the Company had no cash on hand.  Expenses  for the fiscal
quarter covered by this report totaled $15,699.00 giving the Company a  net loss
for the quarter of $15,699.00 since the Company has no operating revenues at the
present  time.  To  sustain  the business operations of the Company, the Company
must obtain additional capital.  The Company's current plans are to borrow money
as  needed  to  sustain  current  operations.  Since  inception, the Company has
executed $1,000,000 in the aggregate principal amount of convertible notes.  The
Company has received $892,402 in advances against the notes.  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.

Since  2001,  the  business  plan for  the  Company has been to provide Internet
solutions  to businesses and private organizations.  However, since May of 2003,
we  have  been  actively  looking  for  other  business opportunities that would
provide  the  Company  with  economic  opportunity.  Since  that  time,  we have
investigated  several  businesses  and  assets  that we believed would have been
excellent opportunities for the Company but as of yet have made no acquisitions.
At  the present time we are investigating several business opportunities that we
believe  have  substantial  economic  potential.   We  hope  we  will succeed in
negotiating the acquisition of one or more of these opportunities.

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

ITEM  3.     CONTROLS  AND  PROCEDURES.

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

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

                                     -3-
<PAGE>

PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

None.


ITEM  2.  CHANGES  IN  SECURITIES

None.


ITEM  3.  DEFAULTS  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.

EXHIBITS

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

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

REPORTS  ON  FORM  8-K

None



                                   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 14, 2005


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

                                           -5-