UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-QSB

                                   (MARK ONE)

      [X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                    FOR QUARTERLY PERIOD ENDED MARCH 31, 2003

      [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         COMMISSION FILE NUMBER 0-25658

                        DIGITAL BROADBAND NETWORKS, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

           DELAWARE                               84-1357927
 (STATE OR OTHER JURISDICTION OF          (IRS EMPLOYER IDENTIFICATION NO.)
  INCORPORATION OR ORGANIZATION)

                     SUITE 11.02, 11TH FLOOR MENARA MERAIS,
                     NO. 1, JALAN 19/3, 46300 PETALING JAYA,
                               SELANGOR, MALAYSIA
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                               011 (603) 7956 7026
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)


              (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 Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes  X    No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:


        Class                      Number of shares outstanding at May 10, 2003
        -----                      --------------------------------------------
Common stock, $.00001 par value                    97,900,899






                                       1
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FORM 10-QSB
1ST QUARTER
                                      INDEX

                                                                                                        Page
PART I  -  FINANCIAL INFORMATION
       <S>                                                                                              <C>
         ITEM 1. FINANCIAL STATEMENTS

         Condensed consolidated balance sheet as at March 31, 2003 (Unaudited)                            3

         Condensed consolidated statements of operations for
         the three months ended March 31, 2003 and March 31, 2002 (Unaudited)                             4

         Condensed consolidated statements of cash flows for the three months ended
         March 31, 2003 and March 31, 2002 (Unaudited)                                                    5

         Notes to condensed consolidated financial statements (Unaudited)                                 6 - 13

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                                                    14 - 23

         ITEM 3. CONTROLS AND PROCEDURES                                                                 23


PART II - OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS                                                                       24

         ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                               24

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                         24

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                     24

         ITEM 5. OTHER INFORMATION                                                                       24

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                        24

         SIGNATURES                                                                                      25

         CERTIFICATIONS                                                                                  26 - 27
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SAFE HARBOR STATEMENT

This Form 10-QSB and other reports filed by the Company from time to time with
the Securities and Exchange Commission, as well as the Company's press releases,
contain or may contain forward-looking statements and information that are based
upon beliefs of, and information currently available to, the Company's
management, as well as estimates and assumptions made by the Company's
management. Forward-looking statements can be identified by the use of
forward-looking terminology such as "believes", "may", "should", "anticipates",
"estimates", "expects", "future", "intends", "hopes" or "plans" or the negative
thereof. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause actual results of the Company
to vary materially from historical results or from any future results expressed
or implied in such forward-looking statements. Such factors include, among
others, the following: revocation of the Company's license, ability to
successfully implement its business plans, ability to obtain services provided
by other communications companies, the ability of the Company to raise capital
on a timely basis, the Company's business is subject to existing and future
government regulations, failure to retain qualified personnel, competitive
pressures and potentially adverse tax and cash flow consequences resulting from
operating in multiple countries with different laws and regulations, ability to
maintain profitability in the future and general economic and business
conditions in Malaysia. The Company does not undertake to update, revise or
correct any forward-looking statements.



                                       2
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PART I -  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                DIGITAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (Unaudited)

                                     ASSETS
Current assets:
   <S>                                                                                                        <C>
     Cash                                                                                        $            1,334
     Accounts receivable, less allowance for doubtful
       accounts of $156,000                                                                               1,940,789
     Prepaid expenses                                                                                        27,923
     Inventories                                                                                              3,098
                                                                                                    ---------------
              Total current assets                                                                        1,973,144
                                                                                                    ---------------
Furniture and equipment, net                                                                              1,385,063
Goodwill, net                                                                                               471,150
Long-term receivables, related parties                                                                      622,894
                                                                                                    ---------------
                                                                                                 $        4,452,251
                                                                                                    ===============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:

     Current portion of capital lease obligations                                                $           57,962
     Accounts payable                                                                                       430,125
     Accrued expenses                                                                                       129,312
     Amount due to an affiliated company                                                                    150,049
     Amount due to a director                                                                               259,447
                                                                                                    ---------------
              Total current liabilities                                                                   1,026,895
                                                                                                    ---------------
Capital lease obligations, net of current portion                                                            83,884
Deferred gain                                                                                               622,894
                                                                                                    ---------------
              Total liabilities                                                                           1,733,673
                                                                                                    ---------------
Minority interest                                                                                           191,902
                                                                                                    ---------------
Commitments and contingencies

Shareholders' equity:
     Preferred stock, $0.10 par value; 1,000,000 shares authorized;
       no shares issued and outstanding
     Common stock, $.00001 par value; 100,000,000 shares authorized;
       98,950,899 shares issued                                                                                 989
     Additional paid-in capital                                                                           3,564,241
     Treasury stock, 1,050,000 shares at cost                                                               (29,348)
     Options                                                                                                 14,800
     Deferred compensation                                                                                   (3,467)
     Accumulated deficit                                                                                 (1,077,108)
     Accumulated other comprehensive income                                                                  56,569
                                                                                                    ---------------
              Total shareholders' equity                                                                  2,526,676
                                                                                                    ---------------
                                                                                                 $        4,452,251
                                                                                                    ===============

                              See accompanying notes to condensed consolidated financial statements

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                                       3
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                DIGITAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                                                                                             Three months ended
                                                                                                   March 31
                                                                                           2003                 2002
                                                                                          ------               -------
<S>                                                                                      <C>                  <C>
Revenues:
     Related parties                                                                     $   39,079                    --
     Others                                                                               3,542,974           $ 3,335,338
                                                                                         ----------           -----------
                                                                                          3,582,053             3,335,338

Cost of revenues                                                                          3,294,638             3,158,229
                                                                                         ----------           -----------
Gross profit                                                                                287,415               177,109
                                                                                         ----------           -----------
Operating expenses:
     Sales and marketing                                                                     12,402                15,416
     General and administrative:
       Related parties                                                                       15,000                30,000
       Others                                                                               192,251               190,372
                                                                                         ----------           -----------
Total operating expenses                                                                    219,653               235,788
                                                                                         ----------           -----------
Income (loss) from operations                                                                67,762               (58,679)
                                                                                         ----------           -----------
Other income (expense):
     Interest expense                                                                        (3,357)               (4,233)
     Gain on disposal of assets, related party                                                5,263                    --
     Other income                                                                                --                   135
                                                                                         ----------           -----------
                                                                                              1,906                (4,098)
                                                                                         ----------           -----------
Income (loss) before minority interest                                                       69,668               (62,777)

Minority interest                                                                           (12,448)               (3,026)
                                                                                         ----------           -----------
Net income (loss)                                                                        $   57,220             $ (65,803)
                                                                                         ==========           ===========
Basic and diluted net income (loss) per common share                                     $        *             $       *
                                                                                         ==========           ===========
Basic and diluted weighted average shares outstanding                                    98,753,677            97,965,219
                                                                                         ==========           ===========
* Less than $.01 per share


                                See accompanying notes to condensed consolidated financial statements

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                                       4
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<CAPTION>
                DIGITAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                                                               Three Months Ended
                                                                                                     March 31
                                                                                               2003               2002
                                                                                             --------           --------
<S>                                                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net cash provided by (used in) operating activities                                 $     10,644        $   (175,107)
                                                                                         ---------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of fixed assets                                                                      --              (1,155)
                                                                                         ---------------     -------------
           Net cash used in investing activities                                                   --              (1,155)
                                                                                         ---------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of shares of common stock                                              --              89,029
     Payment for reacquisition of shares of common stock                                      (29,348)                 --
     Net (payments to) advances from affiliated company                                       (20,683)            116,039
     Net proceeds from (payments to) a director                                                33,508             (12,450)
     Payment of obligation under capital leases                                                (2,864)             (2,325)
                                                                                         ---------------     -------------
           Net cash (used in) provided by financing activities                                (19,387)            190,293
                                                                                         ---------------     -------------

Net (decrease) increase in cash                                                                (8,743)             14,031
Cash, beginning of period                                                                      10,077                 402
                                                                                         ---------------     -------------
Cash, end of period                                                                      $      1,334        $     14,433
                                                                                         ===============     =============

Supplemental disclosure of non-cash financing activities:

Payments on accounts receivable made directly by customers to an
   affiliated company for amounts the Company owed it.                                   $     35,263        $         --
                                                                                         ===============     =============

                                 See accompanying notes to condensed consolidated financial statements
</TABLE>





                                       5
<PAGE>



                        DIGITAL BROADBAND NETWORKS, INC.
          NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Digital
Broadband Networks, Inc. (the "Company") include the accounts of Digital
Broadband Networks, Inc. and its wholly-owned subsidiaries: EyStar Media Inc.
("EMI"), a Delaware corporation, Animated Electronic Industries Sdn Bhd ("AEI"),
a Company incorporated in Malaysia, and AEI's 86% owned Malaysian subsidiary,
Perwimas Telecommunications Sdn Bhd ("PTSB"). All significant intercompany
accounts and transactions have been eliminated on consolidation.

The unaudited condensed consolidated financial statements presented herein have
been prepared in accordance with the instructions to Form 10-QSB and do not
include all the information and note disclosures required by United States
generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
financial position, operating results and cash flows for the interim periods
presented have been made. It is the Company's opinion that, when the interim
financial statements are read in conjunction with the December 31, 2002 Annual
Report on Form 10-KSB, the Company's disclosures are adequate to make the
information presented not misleading. The results of operations for the interim
periods presented are not necessarily indicative of the results to be expected
for the entire year.


2.       GOING CONCERN AND MANAGEMENT'S PLANS

The accompanying condensed consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. For
the three-month period ended March 31, 2003, the Company reported net income of
$57,220, which included recognition of a deferred gain of $5,263 (note 4).
Excluding this non-recurring transaction, the Company's net income for the
three-month period ended March 31, 2003 would have been $51,957. The Company has
an accumulated deficit of $1,077,108 as of March 31, 2003, suffered losses from
operations (after excluding non-recurring transactions) and had negative cash
flows from operating activity during the past two years. The Company may incur
continued cash outflows within the current fiscal year. As a result, the Company
may experience difficulty and uncertainty in meeting its liquidity needs during
the current fiscal year.

The Company is a total system solution provider involved in application
development, network operation, delivery of value-added applications and
services, and sales of its EyStar SmartHome Console. The multi protocol EyStar
SmartHome Console bridges external data networks such as the Internet to
internal home networks like Ethernet, telephone lines, power lines and the
802.11b wireless LAN eliminating the need for any additional wiring in the home.
The Console will enable more value-added services to be offered to subscribers.
These services include home healthcare in conjunction with hospitals and health
advisors; interconnection and control of appliances produced by different
manufacturers; and security applications that allow subscribers to check on
their homes remotely. This Console is designed to operate on both the narrow and
broadband fixed line/wireless networks. The Company is also a facilities-based
and network service provider of wireless broadband applications and services in
Malaysia.


                                       6
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2.   GOING CONCERN AND MANAGEMENT'S PLANS (continued)

For the three-month period ended March 31, 2003, the Company's revenue was
primarily generated from the following activities:

1.   Designing, producing, hosting and distributing interactive multimedia
     content, websites, programs and applications.

2.   Developing and producing e-commerce programs and Internet-based security
     applications and solutions.

3.   Providing project consulting services on broadband communication and
     networking systems for property development projects.

The Company is also licensed to deploy a wireless broadband network, "VISIONET",
in Malaysia. In November 2000, PTSB entered into a strategic alliance with a
Malaysian Internet service provider. In September 2001, PTSB was awarded an
Application Service Provider (ASP) license by the Malaysian Communications and
Multimedia Commission. Management believes the ASP license will complement the
wireless broadband license previously granted to the Company in 1997. After
establishing the first VISIONET cell in December 2001, the Company had decided
to reposition VISIONET as a backhaul service to other broadband service
providers and local mobile networks that it hopes to deploy with strategic
partners. The Company has now revised its business model and expects to generate
revenues from the sale of backhaul services, EyStar SmartHome consoles,
broadband modems and by providing other services that include:

1.   operating a portal for remote video surveillance and home/office automation
     applications;
2.   construction of owned and operated networks for third parties;
3.   development and operation of local mobile networks that provide mobile
     Internet access through handheld devices;
4.   sale of customized security solutions utilizing the Company's products;
5.   sale of biometric-based security systems; and
6.   production and delivery of training and adult education programs.

As in the establishment of many other new businesses, there are various risk
factors including competition, technology availability and market acceptance.
The Company requires substantial amounts of capital to establish its business
and expects to incur substantial losses over the next few years.

The Company's plan to overcome its financial difficulties and return to
profitability centers on expanding its business in application development, sale
of its EyStar SmartHome Console and the roll out of its portal for remote video
surveillance and home/office automation applications.

The Company believes that sufficient cash will be generated from the following
sources to fund its operations for the next twelve months:

-    Intensification of efforts to collect overdue receivables. The Company
     intends to keep close contact with its debtors to keep updated on their
     liquidity status. Legal action will only be taken as a last resort.

-    Advances from a director/officer who is also a major shareholder as
     required to finance the Company's working capital requirements.


                                       7
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2.   GOING CONCERN AND MANAGEMENT'S PLANS (continued)

-    Additional revenue provided by: (i) a consulting contract, which is
     estimated to generate approximately $250,000 of revenue in 2003, of which
     $44,263 was recognized during the three months ended March 31, 2003, to
     carry out the planning, design, project execution (including contract and
     project management) of all broadband communications and networking
     systems/services for Pulau Indah-Marina Village, (ii) a contract, which is
     estimated to generate approximately $250,000 of revenue in 2003, of which
     $42,132 was recognized during the three months ended March 31, 2003, to
     carry out the planning, design, project execution of all broadband
     communications and networking systems/services for a commercial/housing
     project in Selangor, Malaysia, (iii) a consulting contract entered into on
     November 5, 2002 with a related party, which is expected to generate
     approximately $300,000 of revenue in 2003, of which $39,079 was recognized
     during the three months ended March 31, 2003, to provide consulting
     services relating to home automation, home networking, energy cost saving,
     security surveillance and monitoring for two major commercial and housing
     developments in Malaysia, (iv) a contract entered into in April 2003 with a
     related party, which is estimated to generate approximately $3.2 million of
     revenue, over a 30-month period beginning September 2003, to carry out the
     design, supply and installation of all broadband communications, access
     control and network security equipment for a mixed property development
     project in Selangor, Malaysia.

-    The Company may consider a private placement of its shares.

-    The Company may also seek to obtain equipment financing.

The Company also hopes that additional cash will be generated from:

-    the marketing agreement with Worldlink Dotcom Sdn. Bhd. to distribute its
     service gateway for home/office automation in Malaysia, Singapore and
     Australia;

-    the distribution agreement with Mutual Base Equity Sdn. Bhd. for sale of
     the EyStar SmartHome Console in Malaysia, Singapore and Cambodia;

-    the Channel Partner Agreement with PointRed Technologies;

-    the agreement with Sintec to sell, distribute and promote their remote
     video surveillance cameras;

-    the agreement with Telekom Sales and Services to sell, distribute and
     promote broadband access over standard copper telephone lines using Digital
     Subscriber Line technology in Malaysia;

-    the reseller agreement with FaceKey Corporation to sell FaceKey's
     biometric-based security products; and

-    A $9 million contract from Mutual Base Equity Sdn Bhd for the supply of
     biometric security products and EyStar SmartHome console over a three-year
     period, with the first delivery expected to commence in the fourth quarter
     of 2003.

With the above plans and barring any unforeseen circumstances, Management
believes the Company will be able to continue as a going concern.



                                       8
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3.   SIGNIFICANT ACCOUNTING POLICIES

TRANSLATION OF CURRENCIES

The functional currency of the Company's subsidiaries is the Malaysian Ringgit.
The financial statements of these subsidiaries are translated into United States
dollars (USD) using period-end rates of exchange for assets and liabilities, and
average rates of exchange for the period for revenues, costs and expenses.
Translation gains and losses are treated as a component of shareholders' equity.
The reporting currency used in the financial statements is USD unless otherwise
stated.

REVENUE RECOGNITION

Revenue represents the net invoiced value of goods sold or fees earned from the
production of multimedia programs and Intranet and management and consulting
services. The Company recognizes revenue from the sales of goods in the period
when significant risks and rewards of ownership have transferred to its
customers. The Company recognizes revenue from the services provided in the
period in which the services are performed and when there is no significant
uncertainty regarding the consideration to be received and the associated costs
to be incurred.

NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is calculated by dividing net income
(loss) by the weighted average number of common shares outstanding for the
three-month periods ended March 31, 2003 and 2002. Diluted income (loss) per
common share reflects additional common shares that would have been outstanding
if dilutive potential common shares had been issued, as well as any adjustment
to income that would result from the assumed issuance. Potential common shares
that may be issued by the Company relate to outstanding stock options and are
determined using the treasury stock method. Basic and diluted net loss per share
and the number of weighted shares outstanding are the same for the three-month
periods ended March 31, 2003 and 2002, since the effect of inclusion of all
outstanding options would be anti-dilutive.

GOODWILL

Goodwill, arising from the purchase of PTSB, represents the purchase price paid
and liabilities assumed in excess of the fair market value of tangible assets
acquired. The Company performed a goodwill impairment test in the fourth quarter
of 2002 and determined that there was no goodwill impairment as of that test
date. A goodwill impairment test will be performed annually in the fourth
quarter or upon significant changes in the Company's business environment.

INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and tax basis
of assets and liabilities for financial and income tax reporting. The deferred
tax assets and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset future federal income taxes.


                                       9
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3.   SIGNIFICANT ACCOUNTING POLICIES (continued)

INCOME TAXES (continued)

There was no provision for income taxes for the three-month period ended March
31, 2003 and 2002, as the Company incurred a net loss during the three-month
period ended March 31, 2002, and net income for the three-month period ended
March 31, 2003 was offset by a net operating loss carry forward. At December 31,
2002, the Company had approximately $2.8 million of net operating loss carry
forwards, of which $1.6 million relates to the Company's activities in Malaysia
and $1.2 million relates to the Company's activities in the United States. The
net operating loss carry forward related to Malaysia can be carried forward
indefinitely while the net operating loss carry forward related to the United
States expires through the year 2023. The United States net operating loss carry
forward may be subject to annual limitations based on ownership changes in the
Company's common stock as provided by in section 382 of the Internal Revenue
Code.

INVENTORIES:

Inventories, which are comprised of peripherals for surveillance and wireless
communication, are stated at the lower of cost or net realizable value. Cost is
determined on a first-in-first-out basis.

ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the balance sheet and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.

BUSINESS RISK

The Company is subject to risks and uncertainties common to technology-based
companies, including rapid technological change, dependence on principal
products and third-party technology, new product introductions and other
activities of competitors, dependence on key personnel, and limited operating
history.


4.   RELATED PARTY ACTIVITY

During the three-month period ended March 31, 2003, the Company recognized
revenue of $39,079 for project consulting fees from a related party, pursuant to
a consulting contract entered into on November 5, 2002.

During the three-month period ended March 31, 2003, in lieu of actual cash
payment of project consulting fee receivables from a consulting contract and a
contract to carry out the planning, design, project execution of broadband
communications and networking systems/services for a commercial/housing project,
management directed two customers to pay a total of $30,000 to an affiliated
company to whom the Company had outstanding accounts payable. The net effect to
the Company was that revenue was recognized and recorded payables were reduced
by equal amounts.

                                       10
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4.   RELATED PARTY ACTIVITY (continued)

At December 31, 2002, long-term receivables, related parties, consisted of
$628,157 due from Synervest Sdn Bhd ("SSB"). This amount primarily arose in the
year ended December 31, 1998 when the Company sold to SSB assets used in the
operations of a subsidiary. Due to the uncertainty of collection of the related
receivable, a related gain on the sale of the assets was deferred and is to be
recognized only after all costs have been recovered and as payments are
received. During the year ended December 31, 2002, payments received by the
Company exceeded all remaining costs. The Company received $5,263 of the
outstanding receivable during the three-month period ended March 31, 2003,
resulting in a $5,263 realization of gain on sale of assets, related party. The
deferred gain included in the balance sheet has been reduced accordingly. In
lieu of actual cash payment of this Company receivable, management directed the
related party to pay $5,263 to an affiliated company to whom the Company had
outstanding accounts payable.


5.   SHAREHOLDERS' EQUITY

On February 16, 2002, the Company granted options to purchase 60,000 shares of
the Company's common stock at $0.12 per share to a consultant for services to be
provided to the Company. These options were originally exercisable in August
2002 through February 2007, contingent upon continuous service by the consultant
through specified dates. Following the termination of the consultant's service
in December 2002, these options, which vested August 16, 2002, were exercisable
through March 2003. These options were not exercised and have been canceled as
of March 31, 2003.

On September 16, 2002, the Company granted options to purchase 300,000 shares of
the Company's common stock at $0.12 per share to a consultant for services to be
provided to the Company. These options are exercisable through September 2007,
contingent upon continuous service by the consultant through specified dates.
100,000 of the options, which vested March 15, 2003, were valued at $0.044 per
share, 100,000 of the options, which vest May 15, 2003, were valued at $0.048
per share, and the remaining 100,000 options, which vest September 15, 2003,
were valued at $0.056 per share, based upon the Black-Scholes option-pricing
model, resulting in recognition of compensation expense of $5,033 during the
three-month period ended March 31, 2003.

On December 4, 2002, the Company announced that its Board of Directors had
approved a stock repurchase program for up to 10 million shares from the then
public float of approximately 42.7 million shares which may be repurchased from
time to time. The Company has until December 2003 to execute this stock
repurchase program. Under the program, the Company can purchase shares of common
stock through open market and/or privately negotiated transactions at prices
deemed appropriate by management. The timing and amount of any repurchase
transaction under this program will depend on market conditions and corporate
and regulatory considerations. As of March 31, 2003, the Company has repurchased
a total of 1,050,000 shares of its common stock, at an average price of $0.028,
for a total cash consideration of $29,348. These shares were returned to
treasury and are available for re-issuance at a future date.




                                       11
<PAGE>



6.   COMMITMENTS AND CONTINGENCIES

As of March 31, 2003, the Company has committed to purchase equipment valued at
$300,000 for the commercial rollout of VISIONET. The purchase is conditional
upon completion of successful trial of the equipment by the Company. The Company
returned this equipment to the vendor in 2002 after trial results showed that
the equipment was not able to perform to the standard expected by the Company.
As of March 31, 2003, the vendor has not proposed to the Company any type of
replacement equipment.

On November 28, 2001, the Company signed an agreement to purchase office space
in Australia for $1.8 million Australian dollars (approximately $1,081,000 USD
at March 31, 2003). The Company intends to lease the space for rental until it
finalizes its plan to relocate its Asian headquarters to Australia. Pursuant to
the terms of the agreement, the Company has paid a sum of $5,200 as deposit for
the above property. The purchase is still pending as the property is subject to
an existing lease. The Company has requested the seller to deliver vacant
possession, and negotiations are ongoing between the seller and the lessee for
the existing lease agreement to be terminated.

In January 2002, the Company signed an agreement to purchase approximately $19
million of equipment over the next five years. These equipment purchases are
subject to inspection and acceptance by the Company depending upon certain
performance standards being satisfactorily met. As of March 31, 2003, the
Company has suspended the agreement until the vendor has rectified performance
problems discovered by the Company during the trial of this equipment.

On September 27, 2002, the Company entered into a letter agreement with the
shareholders of Convergent Technologies, Inc. ("CTI"), a privately held company,
to acquire a majority interest in CTI for approximately $5.0 million. The
acquisition is expected to be funded by a combination of cash and issuance of
the Company's preferred stock. The acquisition is subject to completion of due
diligence and execution of a definitive agreement and is expected to close in
the second quarter of 2003.


7.   SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

The Company grants credit, generally without collateral, to its customers. Two
customers accounted for substantially all revenue earned during the three-month
periods ended March 31, 2003 and 2002. For the three months ended March 31, 2003
and 2002, one customer accounted for approximately 57% and 50% of revenue,
respectively, and another customer accounted for approximately 39% and 48% of
revenue, respectively.



                                       12
<PAGE>

7.   SIGNIFICANT CONCENTRATIONS OF CREDIT RISK (continued)

One supplier accounted for substantially all cost of revenue during the
three-month periods ended March 31, 2003 and 2002. The Company is not dependent
upon one supplier to provide the services that it requires. Since the fourth
quarter of 2001, the Company has made a strategic decision to engage the
services of one sole supplier after taking into consideration the quality of
service and competitive pricing being offered. Should the need arise, the
Company could utilize alternative suppliers for the services that it requires.






                                       13
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

THE FOLLOWING ANALYSIS OF THE OPERATIONS AND FINANCIAL CONDITION OF THE COMPANY
SHOULD BE READ IN CONJUNCTION WITH THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO, OF THE COMPANY CONTAINED ELSEWHERE IN
THIS FORM 10-QSB.


OVERVIEW

Digital Broadband Networks, Inc. and subsidiaries (the "Company") is a system
solution provider involved in application development, broadband network
operation, delivery of value added applications and services; the sale of
devices that utilize broadband networks and the sale of biometric security
devices. The Company's principal operations include the development and
operation of a wireless broadband network in Malaysia, the development of
interactive, multimedia content for the Internet and the development licensing
and/or sale of specific products and applications that utilize the capacities of
a broadband network. These include the EyStar SmartHome Console, broadband
modems, biometric systems and Internet-based cameras.

The Company conducts operations in the United States and Malaysia, and has three
subsidiaries: Animated Electronic Industries Sdn Bhd ("AEI"), Perwimas
Telecommunications Sdn Bhd ("PTSB") and EyStar Media Inc. ("EMI"). AEI, based in
Malaysia, is involved in the design, development and production of multimedia
content; provision of consulting services for website development, network
engineering and project management in IT related projects. PTSB, a 86%-owned
subsidiary of AEI, provides broadband and application services under licenses
granted by the government of Malaysia. EMI, a wholly owned Delaware corporation
seeks to acquire United States technology companies and to expand the Company's
operations into the United States.

The accompanying condensed consolidated financial statements include the
accounts of Digital Broadband Networks, Inc. and its subsidiaries: EMI, AEI and
PTSB.

For the three months ended March 31, 2003, the Company's revenue was generated
primarily from the following activities:

1.   Designing, producing, hosting and distribution of interactive multimedia
     content, websites, programs and applications.
2.   Developing and producing e-commerce programs and Internet-based security
     applications and solutions.
3.   Providing project consulting services on broadband communications and
     networking systems for property development projects.

Significant Business Developments and Plan of Operation

The Company anticipates that it will continue to provide its existing multimedia
development, consulting and broadband services to customers during 2003, and to
market the EyStar SmartHome Console. In addition, the Company plans to introduce
and actively market a new line of security and biometric products capable of
integration with the EyStar SmartHome Console and utilizing the Company's
ability to provide applications support. These products are the SmileCAM and
FaceKey devices. The Company believes that these devices, when linked with the
broadband technology that the Company seeks to exploit, will provide customers
with comprehensive security and identification systems for which it is believed
there will be a significant market.




                                       14
<PAGE>


The Company anticipates that it will continue to seek the rights to new products
and services through contractual arrangements and potentially through the
acquisition of other business entities that provide compatible products or
services. The Company expects to continue to market its products and services
through a sales force and through its Internet websites located at www.dbni.net
and www.eystar.com. As described in more detail below, the Company anticipates
that its primary markets will continue to be in Malaysia and other Asian
countries. However, the Company continues to seek additional markets in North
and South America and has entered into various strategic agreements to improve
the acceptance of its products there.

The Company has secured several new contracts to provide hardware, applications
or consulting services. The Company believes that it will be able to begin
performance of some of these contracts during 2003 and that it will recognize
revenue from these activities in 2003. Due to uncertainties in scheduling,
however, the Company cannot forecast the specific dates on which it will begin
performance of these contracts. These contracts are described in more detail
below.

As a result of the Company's experience in rolling out the first VISIONET cell
in December 2001, management has decided that it will be most advantageous to
the Company to revise its strategy for exploiting its broadband license granted
by the Government of Malaysia. The Company believes that the most effective use
of the VISIONET infrastructure is as a point-to-point backhaul service provider
to other broadband and telecommunications providers. This decision was based on
feasibility studies that were conducted after the VISIONET cell was activated.
During 2003, the Company intends to actively market VISIONET as a backhaul
service provider, rather than as a telecommunications company that provides the
"last mile" service. In particular, the Company has decided to use VISIONET as a
backhaul link for local mobile networks that it plans to attempt to deploy in
partnership with Aptilo Networks, Sweden. With this change in business strategy,
VISIONET will no longer provide the last mile link between a cell based radio
station and retail users. The Company will instead construct a wireless highway
or backhaul linking the cell based radio stations established by existing
telecommunication companies and ISPs. The Company expects to conclude contracts
with a number of telcos and ISPs on the use of VISIONET as a backhaul link
during 2003.

In addition, the Company plans to continue its efforts to exploit the
Application Service Provider (ASP) license granted to its subsidiary PTSB in
September 2001, by the Malaysian Communications and Multimedia Commission. The
ASP license will complement the wireless broadband license granted to the
Company in June 1997. As an ASP, PTSB is permitted to offer enterprise access
over the Internet to applications and related services that would otherwise have
to be located in their computers. The Company anticipates that the ASP service
may become an attractive alternative to locally based applications both for
small and medium enterprises with lower budgets for information technology, and
also for larger companies as a form of outsourcing.

Significant Contracts

For 2003, the Company hopes to generate additional revenue arising from the
contracts described below. This description is intended to provide the reader
with a description of the principal activities of the Company that are
anticipated in 2003. Although the Company provides estimates of the time in
which the contracts will be performed, revenues that may be generated and/or
sales that are projected, there can be no assurance that the contracts will be
performed as anticipated or that the revenues, or sales projected will be
realized by the Company. The contracts may be terminated, limited, breached or
delayed, may be subject to force majeure clauses or the obligations to pay for
services rendered or products received may not be fulfilled.



                                       15
<PAGE>


a)   In August 2001, the Company was awarded a consulting contract, estimated to
     generate revenue of $2.85 million through August 2005, to carry out the
     planning, design, project execution (including contract and project
     management) of all broadband communications and networking systems/services
     for Pulau Indah-Marina Village, a water oriented luxury resort,
     residential, hotel and spa project. Through December 31, 2002, the Company
     generated $109,000 of revenue on this contract. During the three months
     ended March 31, 2003, the Company recognized additional revenue of $44,000
     on this contract. In lieu of cash payment, management directed the customer
     to pay $20,000 to an affiliated company to whom the Company had outstanding
     accounts payable. The net effect to the Company was that revenue was
     recognized and recorded payables were reduced by equal amounts.

b)   In December 2001, the Company entered into a marketing agreement with
     Worldlink Dotcom Sdn. Bhd. (Worldlink) to distribute its service gateway
     for home/office automation in Malaysia, Singapore and Australia. In 2002,
     Worldlink was promoting the Company's service gateway to potential
     resellers and channel partners in the targeted markets. The Worldlink
     contract was projected by the Company to generate revenues of $4.0 million
     in 2003. Worldlink has, however, indicated that additional time is required
     to promote the Company's service gateway and secure orders from its
     resellers and channel partners and the revenue that will be realized during
     2003 cannot be accurately forecast. The gateway bridges the Internet with
     internal home and office networks while facilitating the delivery of home
     and office applications including, but not limited to, security
     surveillance and video conferencing.

c)   In January 2002, the Company appointed Mutual Base Equity Sdn. Bhd. (MBE)
     as one of its distributors in Malaysia and Singapore for sale of the EyStar
     SmartHome Console. Under the terms of the Distributor Agreement, MBE has
     been appointed for an initial duration of 3 years commencing January 4,
     2002. Since that date, MBE has been attempting to secure contracts for the
     supply of the EyStar SmartHome Console to property developers in Malaysia
     and Singapore. The sales target for MBE is $17.5 million over the remaining
     term of the agreement. There can be no assurance, however, that MBE will
     meet its sales target.

d)   The Company will attempt to secure contracts from local mobile networks to
     be jointly deployed with Aptilo Networks in 2003.

e)   In January 2002, the Company's subsidiary, PTSB, was awarded a contract to
     carry out the planning, design, and project execution of all broadband
     communications and networking systems/services for a commercial/housing
     project in Selangor, Malaysia. Under the contract, PTSB will receive a
     total contract sum of $550,000 over 36 months beginning January 2003. The
     project, featuring 312 serviced apartments, 62 units of retail
     shops/offices and 120 units of housing for a government agency, is expected
     to be completed by December 2004. As a total solution provider, PTSB will
     also be responsible for the supply of its EyStar SmartHome Console as well
     as providing value-added broadband applications such as high speed Internet
     access, security surveillance, multimedia conferencing, home automation and
     video-on-demand. The Company generated $37,000 of revenue on this contract
     through December 31, 2002 and recognized an additional $42,000 of revenue
     during the three months ended March 31, 2003. In lieu of cash payment,
     management directed the customer to pay $10,000 of the $42,000 recognized
     to an affiliated company to whom the Company had outstanding accounts
     payable. The net effect to the Company was that revenue was recognized and
     recorded payables were reduced by equal amounts.

f)   In September 2002, the Company signed a Channel Partner Agreement with
     PointRed Technologies, Inc., a wireless broadband equipment manufacturer
     and distributor to distribute the EyStar SmartHome Console. Starting with
     its existing client base and expanding into new markets, PointRed will
     sell, install and service the EyStar SmartHome Console, and in doing so,
     may help to accelerate the distribution of the Console in North and South
     America.


                                       16
<PAGE>



g)   In November 2002, the Company was contracted by MY Architect ("MYA"), a
     related party, to provide consulting services relating to home automation,
     home networking, energy cost saving, security surveillance and monitoring
     for MYA's current projects involving two major commercial and housing
     developments in Malaysia. The Company expects to receive $550,000 in
     consulting fees over the next 18 months beginning December 1, 2002. The
     Company generated $19,737 of revenue on this contract through December 31,
     2002 and recognized an additional $39,079 of revenue during the three
     months ended March 31, 2003. The Company also expects to secure additional
     contracts sometime in 2005, estimated at $4.0 million, from MYA's clients
     for the supply and installation of the EyStar SmartHome Console and its
     security system in the two commercial and housing developments.

h)   In April 2003, the Company contracted with MYA to carry out the design,
     supply and installation of all broadband communications, access control and
     network security equipment for a mixed property development project in
     Selangor, Malaysia. The 30-month contract, expected to generate revenue of
     $3.2 million, will be implemented by AEI beginning in the third quarter of
     2003. The project features a total of 10 blocks of residential and
     commercial high-rise properties.

i)   In April 2003, the Company was awarded a $9 million contract by MBE for the
     supply of biometric security products and EyStar SmartHome consoles over a
     three-year period with the first delivery expected to commence in the
     fourth quarter of 2003.

Strategic Contractual Relationships

In its efforts to exploit broadband technology, the Company seeks to enter
strategic agreements, both formal and informal, with other providers of goods or
services that are compatible with the Company's existing businesses. Such
arrangements include license agreements, requirements contracts and service
agreements. The Company may also seek to acquire business enterprises that offer
goods and services that are of benefit to the Company and its shareholders.

In December 2002, the Company's subsidiary, AEI executed an Agreement with
Sintec Corp, South Korea ("Sintec"), to sell, distribute and promote their
SmileCAM remote video surveillance cameras in Malaysia, Thailand, Singapore,
Vietnam and Brunei. The agreement is for an initial period of two years and will
thereafter be automatically renewable for one-year terms on each anniversary.
Under the terms of the agreement, Sintec will grant the Company exclusive
distribution rights for its products in Malaysia if the Company purchases an
agreed minimum value of products from Sintec during 2003 and 2004. SmileCAM
cameras are used for Internet based security and entertainment applications and
can be integrated with the EyStar SmartHome Console to provide a value added
security solution for corporate and residential users. SmileCAM cameras include
features such as automatic motion detection and tracking, and sending live
streaming video to an Internet browser. Combined with applications and solutions
developed by the Company, the Company believes that SmileCAM cameras offer to
purchasers useful features such as the ability to record intrusion, owner
notification by ordinary telephone, live video, remote security options and
forwarding of images by use of the Internet.



                                       17
<PAGE>



In December 2002, the Company's subsidiary, AEI executed an Agreement with
Telekom Sales and Services Sdn Bhd ("TM"), a subsidiary of Telekom Malaysia
Berhad, to sell, distribute and promote broadband access over standard copper
telephone lines using Digital Subscriber Line technology. The service, brand
named TMnet Streamyx, was first launched in August 2002. TMnet Streamyx is a
high speed access service providing "always-on" connection to the Internet. This
service currently covers 100 urban locations in Malaysia. The agreement with TM
is for an initial period of one year and maybe extended for a further period to
be agreed by both parties. Under the terms of the agreement, AEI is required to
achieve a minimum sales of $65,789 (RM250,000) for 2003. The agreement with TM
complements the Company's Distribution Agreement with Anova to distribute
Anova's DSL equipment, including modems and routers.

In January 2003, the Company signed a Reseller Agreement with FaceKey
Corporation ("FaceKey") to sell FaceKey's biometric-based products. The
agreement is for an initial period of one year and will thereafter be
automatically renewable for two-year terms on each anniversary. Under the terms
of the agreement, FaceKey will grant the Company exclusive distribution rights
for its products in Malaysia if the Company purchase an agreed minimum value of
products from FaceKey during 2003. FaceKey develops products to control access,
record time and attendance and restrict use of personal computers by using two
biometric technologies, face recognition and fingerprint matching in a manner
that will be highly competitive with magnetic cards, PIN numbers and passwords.
The combination of both face and fingerprint recognition technologies is
believed by the Company to be extremely reliable, providing a security level
equivalent to a DNA test.

Beginning in September 2001, the Company entered into a strategic collaboration
with Aptilo Networks, Sweden, to deploy local mobile networks ("LMNs") in
Malaysia and the Asian regional markets. The Company anticipates that the
successful integration of LMNs with VISIONET will enable consumers to receive
live video streams from their handheld devices and laptops, and to access the
Internet and their corporate intranets at near T1 speeds remotely from public
locations in the "travel ribbon" such as hotels, airports, restaurants,
conference centers, shopping malls and coffeehouses. The first integrated
VISIONET-LMN cell was deployed during the fourth quarter of 2001 to connect a
number of access points to Bluetooth and wireless LAN 802.11b standard devices.
This mobile network features Aptilo's latest billing solution that enables the
Company to offer value-added applications and services to users without the need
for any prior registration as a subscriber. Any user can now pay for instant
network access to surf the Internet or purchase value-added applications on the
spot by using their credit card. The Company is optimistic that this method of
payment from Aptilo will attract more users to VISIONET and reduce capital
expenditures and monthly operating costs. Furthermore, the integrated network
provides the Company with the ability to expand its broadband network from fixed
wireless into the mobile broadband market. The Company has committed to an
initial purchase of software and hardware from Aptilo valued at $50,000. The
Company believes that this strategic relationship with Aptilo may broaden
VISIONET's user base and generate additional revenue beginning in the third
quarter of 2003 that is expected to contribute positively to the Company's cash
flow.

In January 2002, the Company signed a Sales and Distribution Agreement with
Cirronet Incorporated, to bundle Cirronet's wireless subscriber modem with the
Company's EyStar SmartHome/Office Console for distribution worldwide. The
agreement is for an initial period of 5 years and will thereafter be
automatically renewable for one-year terms on each anniversary. Under the terms
of the agreement, the Company has committed to purchase approximately $19
million of equipment over the next five years. These equipment purchases are
subject to inspection and acceptance by the Company depending upon certain
performance standards being satisfactorily met. As of March 31, 2003, the
Company has received approximately $5,000 in equipment from Cirronet, but has
experienced performance issues that have not been rectified. Concurrent with the
Sales and Distribution Agreement, the Company has also entered into a 5-year
Technical Support and Supply of Spares Agreement with Cirronet to insure
uninterrupted supply of Cirronet's product.

                                       18
<PAGE>

In July 2002, the Company entered into a letter agreement with PointRed
Technologies Inc. ("PointRed") whereby the Company has agreed to market and sell
PointRed's products worldwide. In return, PointRed has agreed to market and sell
the Company's EyStar SmartHome Consoles, value added applications and services
to its existing and future clients. On August 16, 2002, the Company and
PointRed, pursuant to the original letter agreement dated July 2002, signed an
agreement whereby the Company will utilize existing personnel and facilities to
promote PointRed's products and to service existing PointRed customers in
Malaysia. Also pursuant to the original letter agreement, the Company signed a
channel partner agreement with PointRed, whereby PointRed will distribute the
EyStar SmartHome Console. Under the agreement, PointRed will sell, install and
service the EyStar SmartHome Console in North and South America.

On September 27, 2002, the Company entered into a letter agreement with the
shareholders of Convergent Technologies, Inc. ("CTI"), a privately held company,
to acquire a majority interest in CTI for approximately $5.0 million. CTI, a
Delaware corporation, has investments in a private company providing an
integrated virtual phone and unified communications service. This less expensive
service provides subscribers with IP-based real-time, 2-way call and
notification services combined with voice mail, e-mail and fax in a single
message store. Subscribers will be assigned a personal number and can be
connected to the integrated service through any Web-enabled device capable of
handling voice and data communications. The acquisition is expected to be funded
by a combination of cash and issuance of the Company's Preferred Stock. The
acquisition is subject to completion of due diligence and execution of a
definitive agreement and is expected to close in the second quarter of 2003.

On September 30, 2002, the Company signed a Distribution Agreement with Anova
Broadband ("Anova") to distribute Anova's Digital Subscriber Line ("DSL")
equipment in Asia, Australia and New Zealand. From April 2003, Anova has also
granted the Company the right to market and distribute network and data security
products produced by an associate company of Anova. Sale of the equipment shall
commence after the Company has obtained equipment authorization certification
from relevant regulatory authorities of the respective countries. The Company
has yet to receive authorization certification for Anova's equipment from the
relevant regulatory authorities due to certain technical issues. Anova is
working with the Company to resolve these technical issues. The Company may
suspend the agreement with Anova in the event that Anova is not able to resolve
these technical issues by the third quarter of 2003.


COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2003 TO THE THREE MONTHS ENDED
MARCH 31, 2002


REVENUES

Revenues for the three months ended March 31, 2003 totaled $3,582,053 compared
to $3,335,338 for the three months ended March 31, 2002, an increase of $246,715
or 7%. The increase in net sales in the three months ended March 31, 2003 as
compared to 2002 was mainly due to an increase in fees earned from the
production of multimedia programs and revenue received for project consulting
services. The increase was also due to income of $39,079 received from a related
party for project consulting fees, pursuant to a consulting contract entered
into on November 5, 2002. For the three months ended March 31, 2003, two
customers, respectively, accounted for 57% and 39% of total revenue. For the
three months ended March 31, 2002, two customers, respectively, accounted for
50% and 48% of total revenue.



                                       19
<PAGE>



GROSS PROFIT

Gross profit increased to $287,415 for the three months ended March 31, 2003,
compared to $177,109 for the three months ended March 31, 2002, an increase of
$110,306 or 62%. The increase in gross profit was due to increased consulting
revenue in 2003. As a result of higher revenue, cost of revenue increased by
$136,409, or 4%, to $3,294,638 in 2003 from $3,158,229 in 2002. The high cost of
revenue percentage is a result of the Company requiring additional external
resources in order to fulfill the demand for the Company's services. The
outsourcing of content production work enabled the Company to develop a team of
contractors that will assist the Company in producing multimedia content and
applications that are crucial to its future business operation.

Sales and marketing expenses

Sales and marketing expenses decreased by $3,014, or 20%, to $12,402 for the
three months ended March 31, 2003 compared to $15,416 for the three months ended
March 31, 2002. The decrease was primarily due to lower marketing expenses
incurred to promote the Company's business of developing and producing
multimedia programs and provision of design and consulting services for
interactive website development.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses were $207,251 for the three months ended
March 31, 2003 compared to $220,372 for the three months ended March 31, 2002, a
decrease of $13,121 or 6%. The decrease was mainly attributable to lower
management fees payable to a company in which Mr. Patrick Lim, the Chairman and
Chief Executive Officer of the Company, has a financial interest. The management
fee was charged on the basis of time spent for the administration and management
services provided to the Company. Management fees incurred to a related party
were reduced to $5,000 per month for the three months ended March 31, 2003 from
$10,000 per month for the three months ended March 31, 2002, a 50% decrease.

OTHER INCOME

Other income for the three months ended March 31, 2003 included recognition of a
previously deferred gain of $5,263 related to a similar amount the Company
received from its long-term receivable, related party. The receivable balance
and total deferred gain was $628,157, respectively, as of December 31, 2002.
This amount arose in the year ended December 31, 1998 when the Company sold
assets used in the operations of a subsidiary to a related company. Due to the
uncertainty of collection of the related receivable, the related gain on the
sale of the assets was deferred and is to be recognized only after all costs
have been recovered and as payments are received. During the year ended December
31, 2002, payments received by the Company exceeded all remaining costs. As a
result the Company's long-term receivable, related party and deferred gain
balances were reduced to $622,894 respectively, as of March 31, 2003.

NET INCOME (LOSS)

The Company recorded net income of $57,220 for the three months ended March 31,
2003 compared to a net loss of $65,803 for the three months ended March 31,
2002. The net income of $57,220 included recognition of a deferred gain of
$5,263. Excluding this non-recurring transaction, the recorded net income would
have been $51,957 for the three-month period ended March 31, 2003.



                                       20
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2003, the Company had cash of $1,334. All operations were funded
from internally generated funds and working capital advanced by the Company's
principal shareholder, director and officer of the Company. These advances bear
no interest and have no fixed terms of repayment.

Cash provided by operating activities of $10,644 for the three months ended
March 31, 2003 was mainly attributable to higher revenue for the three months
ended March 31, 2003.

Net cash used by financing activities of $19,387 was primarily due to payment of
$29,348 to reacquire 1,050,000 shares of its common stock and repayment of
advances from an affiliated company in which Mr. Lim, the Company's principal
shareholder, Chief Executive Officer ("CEO"), Chairman and Director, has a
financial interest. As of March 31, 2003, the Company owed the related party
company $150,049 for short-term cash advances made to the subsidiary of the
Company for working capital purposes from time to time and for management fees.
Additionally, as of March 31, 2003 the amount owed to Mr. Lim was $259,447. This
amount was for short-term cash advances made to the Company and its subsidiaries
for working capital purposes from time to time. These amounts are unsecured,
bear no interest and have no fixed terms of repayment.

The independent auditors' report on the Company's financial statements for the
year ended December 31, 2002 included a "going concern" explanatory paragraph,
meaning the auditors have expressed substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to the
factors prompting the explanatory paragraph are discussed below and also in Note
1 of the audited financial statements contained in the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002.

The Company believes that sufficient cash will be generated from the following
sources to fund its operations for the next twelve months:

-    Intensification of efforts to collect overdue receivables. The Company
     intends to keep close contact with its debtors to keep updated on their
     liquidity status. Legal action will only be taken as a last resort.

-    Advances from a director/officer who is also a major shareholder as
     required to finance the Company's working capital requirements.

-    Additional revenue provided by: (i) a consulting contract, which is
     estimated to generate approximately $250,000 of revenue in 2003, of which
     $44,263 was recognized during the three months ended March 31, 2003, to
     carry out the planning, design, project execution (including contract and
     project management) of all broadband communications and networking
     systems/services for Pulau Indah-Marina Village, (ii) a contract, which is
     estimated to generate approximately $250,000 of revenue in 2003, of which
     $42,132 was recognized during the three months ended March 31, 2003, to
     carry out the planning, design, project execution of all broadband
     communications and networking systems/services for a commercial/housing
     project in Selangor, Malaysia, (iii) a consulting contract entered into on
     November 5, 2002 with a related party, which is expected to generate
     approximately $300,000 of revenue in 2003, of which $39,079 was recognized
     during the three months ended March 31, 2003, to provide consulting
     services relating to home automation, home networking, energy cost saving,
     security surveillance and monitoring for two major commercial and housing
     developments in Malaysia, (iv) a contract entered into in April 2003 with a
     related party, which is estimated to generate approximately $3.2 million of
     revenue, over a 30-month period beginning September 2003, to carry out the
     design, supply and installation of all broadband communications, access
     control and network security equipment for a mixed property development
     project in Selangor, Malaysia.



                                       21
<PAGE>



-    The Company may consider a private placement of its shares.

-    The Company may also seek to obtain equipment financing.

The Company also hopes that additional cash will be generated from:

-    the marketing agreement with Worldlink Dotcom Sdn. Bhd. to distribute its
     service gateway for home/office automation in Malaysia, Singapore and
     Australia;

-    the distribution agreement with Mutual Base Equity Sdn. Bhd. for sale of
     the EyStar SmartHome Console in Malaysia, Singapore and Cambodia;

-    the Channel Partner Agreement with PointRed Technologies;

-    the agreement with Sintec to sell, distribute and promote their remote
     video surveillance cameras;

-    the agreement with Telekom Sales and Services to sell, distribute and
     promote broadband access over standard copper telephone lines using Digital
     Subscriber Line technology in Malaysia;

-    the reseller agreement with FaceKey Corporation to sell FaceKey's
     biometric-based security products; and

-    A $9 million contract from Mutual Base Equity Sdn Bhd for the supply of
     biometric security products and EyStar SmartHome console over a three-year
     period with the first delivery expected to commence in the fourth quarter
     of 2003.

In addition to internally generated funds and financial support from a director
and major shareholder, the Company seeks to raise additional funds from equity
or debt financing for its future working capital requirements. As of March 31,
2003, the Company has furniture and equipment of approximately $1.4 million for
the roll out of its portal, build-out of VISIONET and implementation of its
business plan. As of January 1, 2002, the Company has committed to an initial
purchase of hardware valued at $250,000 for the limited commercial rollout of
VISIONET in 2002. The Company received these equipment in 2002 for trial but had
subsequently returned these to the vendor as the equipment did not perform to
the standard as specified by the Company. The Company estimates that it would
require additional capital expenditures of up to $2.0 million to implement its
business plan to become a total system solution provider involved in application
development, network operation, delivery of value added applications and
services; and sale of its EyStar SmartHome Console. The Company has also
committed to an initial purchase of software and hardware valued at $50,000 in
conjunction with its announced strategic collaboration with Aptilo Networks,
Sweden. There is, however, no assurance that financing will be available or, if
available, that it would be offered to the Company on acceptable terms.

In November 2001, the Company signed an agreement to purchase office space in
Australia for $1.8 million Australian dollars (approximately $1,081,000 USD at
March 31, 2003). The Company intends to lease the space for rental until it
finalizes its plan to relocate its Asian headquarters to Australia. Pursuant to
the terms of the agreement, the Company has paid a sum of $5,200 as deposit for
the above property. The purchase is still pending as the property is subject to
an existing lease. The Company has requested the seller to deliver vacant
possession and negotiations are ongoing between the seller and the lessee for
the existing lease agreement to be terminated.


                                       22
<PAGE>


In January 2002, the Company signed an agreement to purchase approximately $19
million of equipment over the next five years. These equipment purchases are
subject to inspection and acceptance by the Company depending upon certain
performance standards being satisfactorily met. As of March 31, 2003, the
Company has suspended the agreement until the vendor has rectified performance
problems discovered by the Company during the trial of this equipment.

On September 27, 2002, the Company entered into a letter agreement with the
shareholders of Convergent Technologies, Inc. ("CTI"), a privately held company,
to acquire a majority interest in CTI for approximately $5.0 million. The
acquisition is expected to be funded by a combination of cash and issuance of
the Company's Preferred Stock. The acquisition is subject to completion of due
diligence and execution of a definitive agreement and is expected to close in
the second quarter of 2003.

On December 4, 2002, the Company announced that its Board of Directors had
approved a stock repurchase program for up to 10 million shares from its then
public float of approximately 42.7 million shares which may be repurchased from
time to time. The Company has until December 2003 to execute this stock
repurchase program. Under the program, the Company can purchase shares of common
stock through open market and/or privately negotiated transactions at prices
deemed appropriate by management. The timing and amount of any repurchase
transaction under this program will depend on market conditions and corporate
and any regulatory consideration. As of March 31, 2003, the Company has
repurchased a total of 1,050,000 shares of its common stock, at an average price
of $0.028, for a total cash consideration of $29,348. These shares were returned
to treasury and are available for re-issuance at a future date.

The Company will continuously evaluate its financing requirements and may decide
to consider alternative modes of financing.


ITEM 3. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company's management
concluded its evaluation of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. As of the Evaluation Date, the
Company's Chairman and Chief Executive Officer and its Chief Financial Officer
concluded that the Company maintains disclosure controls and procedures that are
effective in providing reasonable assurance that information required to be
disclosed in the Company's reports under the Securities Act of 1934 (Exchange
Act) is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chairman and Chief
Executive Officer and its Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. The Company's management
necessarily applied its judgment in assessing the costs and benefits of such
controls and procedures, which, by their nature, can provide only reasonable
assurance regarding management's control objectives. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the Evaluation Date.


                                       23
<PAGE>



PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      Through March 31, 2003, the Company has repurchased a total of 1,050,000
shares of its common stock, at an average price of $0.028, for a total cash
consideration of $29,348. These shares were returned to treasury and are
available for re-issuance at a future date.

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

    (a) Exhibits

    99.1    Certification by Chief Executive Officer pursuant to 18 U.S.C. 1350
    99.2    Certification by Chief Financial Officer pursuant to 18 U.S.C. 1350

    (b) Reports on Form 8-K:

       On March 31, 2003, the Company filed a report on Form 8-K which announced
       the Company's financial results for the fiscal year ended December 31,
       2002. A copy of the Company's press release announcing the results was
       attached and incorporated by reference therein.





                                       24
<PAGE>




                                   SIGNATURES

     In accordance with the requirements of the Securities and Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                        DIGITAL BROADBAND NETWORKS, INC.
                                  (Registrant)



DATE: MAY 13, 2003                      BY: /s/ Patrick Soon-Hock Lim
                                            ------------------------------
                                            Patrick Soon-Hock Lim
                                            Chairman & Chief Executive Officer

DATE: MAY 13, 2003                      BY: /s/ Chee Hong Leong
                                           ------------------------------
                                           Chee Hong Leong
                                           Chief Financial Officer
                                           (Principal Financial Officer and
                                           Principal Accounting Officer)




                                       25
<PAGE>



CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Patrick Soon-Hock Lim, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Digital
         Broadband 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
        we 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 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; and


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


5.      The registrant's other certifying officers and I have disclosed to the
        registrant's auditors and the audit committee of registrant's board of
        directors (or persons performing the equivalent function):


        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 factors 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:  May 13, 2003

                                                 /s/  Patrick Soon-Hock Lim
                                                -------------------------------
                                                      Patrick Soon-Hock Lim
                                                      Chief Executive Officer

                                       26

<PAGE>

CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Chee Hong Leong, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Digital
         Broadband 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 we 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 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; and


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


5.      The registrant's other certifying officers and I have disclosed to the
        registrant's auditors and the audit committee of registrant's board of
        directors (or persons performing the equivalent function):


        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 factors 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:  May 13, 2003

                                                   /s/  Chee Hong Leong
                                                  -----------------------------
                                                        Chee Hong Leong
                                                        Chief Financial Officer
                                       27