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 SEPTEMBER 30, 2002

     [ ] 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 November 5, 2002
        -------                 ------------------------------------------------
Common stock, $.00001 par value               98,950,899





<PAGE>

FORM 10-QSB
3RD QUARTER
                                      INDEX

PART I  -  FINANCIAL INFORMATION

        ITEM 1. FINANCIAL STATEMENTS

        Condensed consolidated balance sheet
        at September 30, 2002 (Unaudited)                                  2

        Condensed consolidated statements of operations
        for the three-month and nine-month periods ended
        September 30, 2002 and September 30, 2001 (Unaudited)              3

        Condensed consolidated statements of cash flows
        for the nine-month periods ended September 30, 2002
        and September 30, 2001 (Unaudited)                                 4

        Notes to condensed consolidated financial
        statements (Unaudited)                                           5 - 12

        ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                    13 - 22

        ITEM 3. CONTROLS AND PROCEDURES                                    22

PART II - OTHER INFORMATION

           ITEM 1. LEGAL PROCEEDINGS                                       23

           ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS               23

           ITEM 3. DEFAULTS UPON SENIOR SECURITIES                         23

           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     23

           ITEM 5. OTHER INFORMATION                                       23

           ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                        23

           SIGNATURES                                                      24

           CERTIFICATIONS                                               25 - 26


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, market acceptance of fixed wireless
broadband services, ability to obtain services provided by other communications
companies, limited suppliers of FWA equipment, failure to obtain roof access,
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,
the ability of the Company to deploy VISIONET, and general economic and business
conditions in Asia. The Company does not undertake to update, revise or correct
any of the forward-looking information.

                                       1

<PAGE>



PART I -  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                DIGITAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002
                                   (Unaudited)

                                     ASSETS
Current assets:

<S>                                                                                                    <C>
      Cash                                                                                             $               1,108
      Accounts receivable, less allowance for doubtful
        accounts of $155,744                                                                                       1,712,105
      Prepaid expenses                                                                                                28,161
      Inventories                                                                                                      1,248
                                                                                                             ---------------
                Total current assets                                                                               1,742,622
Furniture and equipment, net                                                                                       1,504,421
Goodwill                                                                                                             471,150
Long-term receivables, related parties                                                                               651,092
                                                                                                             ---------------
                                                                                                       $           4,369,285
                                                                                                             ===============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

      Current portion of capital lease obligations                                                     $              51,649
      Accounts payable                                                                                               475,771
      Accrued expenses                                                                                               127,248
      Amount due to an affiliated company                                                                            124,827
      Amount due to a director                                                                                       200,935
                                                                                                             ---------------
                Total current liabilities                                                                            980,430

      Capital lease obligations, net of current portion                                                               96,845
      Deferred gain                                                                                                  651,092
                                                                                                             ---------------
                Total liabilities                                                                                  1,728,367
                                                                                                             ---------------
Minority interest                                                                                                    164,233
                                                                                                             ---------------

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 and outstanding                                                                          989
      Additional paid-in capital                                                                                   3,564,241
      Options (Note 6)                                                                                                17,620
      Deferred compensation cost (Note 6)                                                                            (13,900)
      Accumulated deficit                                                                                         (1,148,834)
      Accumulated other comprehensive income                                                                          56,569
                                                                                                             ---------------
                Total shareholders' equity                                                                         2,476,685
                                                                                                             ---------------
                                                                                                       $           4,369,285
                                                                                                             ===============

           See accompanying notes to condensed consolidated financial
                                   statements

</TABLE>

                                       2

<PAGE>



                DIGITAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                     Three months ended                        Nine months ended
                                                        September 30                             September 30
                                                  2002                2001                 2002                2001
                                                 ------              -------              ------              -------
Revenues:
<S>                                           <C>                  <C>                  <C>                 <C>
      Related parties (Note 4)                  $   132,724          $        --          $  232,724          $        --
      Others                                      2,735,790            1,338,158           9,593,440            3,076,842
                                                -----------          -----------          -----------         -----------
                                                  2,868,514            1,338,158            9,826,164           3,076,842
Cost of revenues                                  2,679,211            1,283,552            9,240,278           2,870,420
                                                -----------          -----------          -----------         -----------
Gross profit                                        189,303               54,606              585,886             206,422
                                                -----------          -----------          -----------         -----------
Operating expenses:
      Sales and marketing                            15,467               55,160               50,798             122,475
      General and administrative:
        Related parties                              30,000               30,000               90,000              90,000
        Others (Note 5)                              (3,073)             158,271              391,426             517,510
-----------     -----------                     -----------          -----------
Total operating expenses                             42,394              243,431              532,224             729,985
-----------     -----------                     -----------          -----------
Income (loss)from operations                        146,909             (188,825)              53,662            (523,563)
                                                -----------          -----------          -----------         -----------
Other income (expense):
      Interest expense                               (3,795)              (4,693)             (12,042)            (14,691)
      Gain on disposal of assets:
        Related party (Note 4)                       78,303                   --               78,303                  --
        Other                                            --                   --                   --                 526
      Other income                                       --                   --                  135                  --
                                                -----------          -----------          -----------         -----------
                                                     74,508               (4,693)              66,396             (14,165)
                                                -----------          -----------          -----------         -----------
Income (loss) before minority interest              221,417             (193,518)             120,058            (537,728)

Minority interest                                   (34,069)              10,993              (35,915)             32,110
                                                -----------          -----------          -----------         -----------
Net income (loss)                                   187,348             (182,525)              84,143            (505,618)
                                                ===========          ===========          ===========         ===========

Basic and diluted net income
   (loss) per common share                      $         *          $         *          $          *        $         *
                                                ===========          ===========          ===========         ===========

Weighted average shares outstanding:
      Basic                                      97,882,964           97,690,999           98,194,539          97,449,241
                                                ===========          ===========          ===========         ===========
      Diluted                                    98,055,969           97,690,999           98,542,974          97,449,241
                                                ===========          ===========          ===========         ===========



* Less than $.01 per share



                                See accompanying notes to condensed consolidated financial statements

</TABLE>

                                       3

<PAGE>

<TABLE>
<CAPTION>


                DIGITAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                                                    Nine Months Ended
                                                                                                       September 30
                                                                                              2002                     2001
                                                                                            --------                 --------
<S>                                                                                  <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net cash used in operating activities                                           $      (246,873)          $   (228,176)
                                                                                      ----------------         -------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Proceeds from sale of furniture and equipment                                                --                    526
      Proceeds from disposal of investment in subsidiaries                                         --                 13,421
      Purchase of furniture and equipment                                                     (16,795)                    --
                                                                                      ---------------          -------------
             Net cash (used in) provided by investing activities                              (16,795)                13,947
                                                                                      ---------------          -------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from issuance of shares of common stock                                        204,029                 40,000
      Payment for reacquisition of shares of common stock                                    (100,000)                    --
      Net proceeds from affiliated company                                                    225,897                 92,309
      Net proceeds from (payments to) a director                                              (54,414)               134,941
      Payment of obligation under capital leases                                              (11,138)               (12,540)
                                                                                      ---------------          -------------
             Net cash provided by financing activities                                        264,374                254,710
                                                                                      ---------------          -------------

Net increase in cash                                                                              706                 40,481
Cash, beginning of period                                                                         402                  4,071
                                                                                      ---------------          -------------
Cash, end of period                                                                   $         1,108          $      44,552
                                                                                      ===============          =============


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. (Notes 4 and 5)               $       402,632
                                                                                      ===============           =============


</TABLE>


      See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>



                        DIGITAL BROADBAND NETWORKS, INC.
          NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (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, 2001 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 nine-month period ended September 30, 2002, the Company reported net
income of $84,143 and at September 30, 2002, has an accumulated deficit of
$1,148,834. The profit of $84,143 included several non-recurring transactions
including recognition of a deferred gain of $78,303 (note 4), collection of
$232,724 in related party receivables previously not recognized as revenue due
to the uncertainty of collection (note 4), and $168,421 in recovered accounts
receivable previously deemed uncollectible and fully reserved (note 5).
Excluding these non-recurring transactions, the Company would have incurred a
$395,305 net loss for the nine-month period ended September 30, 2002. The
Company suffered losses from operations and had negative cash flows from
operating activity during the past two years, and expects to incur continued net
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 sale 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 line, power line 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.

                                       5

<PAGE>



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

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; and
4. 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.

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 $2.85 million in revenue, over a three-year period,
     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 $550,000 in revenue over a three-year period, 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
     $550,000 in revenue over an 18-month period, beginning December 1, 2002, 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. The Company also expects
     to secure additional contracts, estimated at $4.0 million, from the supply
     and installation of the EyStar SmartHome Consoles and its security system
     in the two commercial and housing developments.

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

--   The Company may also seek to obtain equipment financing.

                                       6

<PAGE>



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

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; and

--   the Channel Partner Agreement with PointRed Technologies, Inc. to
     distribute the EyStar SmartHome Console.

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


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 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 has 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
and nine-month periods ended September 30, 2002 and 2001. 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 and nine month periods ended September 30, 2001, since the effect
of inclusion of all outstanding options would be anti-dilutive.

GOODWILL

Goodwill represents the costs of the Company's investment in PTSB in excess of
the net tangible assets acquired, and was being amortized since acquisition in
December 2000 on the straight line method over five years.

                                       7

<PAGE>



3.    SIGNIFICANT ACCOUNTING POLICIES (continued)

GOODWILL (continued)

Beginning January 1, 2002, pursuant to SFAS No. 142, goodwill is no longer being
amortized, but is subject to annual impairment tests in accordance with the
standard. Application of the non-amortization provisions of the standard
resulted in reduction of amortization expense of approximately $29,000 and
$88,000 for the three and nine month periods ended September 30, 2002. Through
December 31, 2001, management assessed the carrying value of goodwill and other
long-lived assets for impairment when circumstances warranted such a review,
pursuant to SFAS No. 121. Beginning in 2002, the Company applied newly issued
standards to test for impairment of goodwill and long-lived assets.

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.

There was no provision for income taxes for the three and nine months ended
September 30, 2002 and 2001, as the Company incurred a net loss during the three
and nine month periods ended September 30, 2001, and net income for the three
and nine month periods ended September 30, 2002 was offset by a net operating
loss carry forward. At December 31, 2001, the Company had approximately $3.2
million of net operating loss carry forwards, of which $2.4 million relates to
the Company's activities in Malaysia and $800,000 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 in 2021. 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.

RECENTLY ISSUED ACCOUNTING STANDARDS

In 2001, the Company adopted SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities. This statement, as amended, establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. Currently,
the Company does not have any derivative financial instruments and does not
participate in hedging activities; therefore, this statement had no impact on
the Company's consolidated financial statements.

                                       8

<PAGE>



3.    SIGNIFICANT ACCOUNTING POLICIES (continued)

RECENTLY ISSUED ACCOUNTING STANDARDS (continued)

In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, Accounting for Business Combinations, and SFAS No. 142, Goodwill and
Other Intangible Assets. SFAS No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
Use of the pooling-of-interests method is prohibited after that date. SFAS No.
141 also establishes specific criteria for the recognition of intangible assets.
This pronouncement did not have an impact on the Company's consolidated
financial statements for the nine-month period ended September 30, 2002.

SFAS No. 142, effective for fiscal years beginning after December 15, 2001,
establishes accounting and reporting standards for goodwill and other intangible
assets. Under SFAS No. 142, goodwill and intangible assets deemed to have
indefinite lives will no longer being amortized, but will be subject to annual
impairment tests in accordance with the standard. Application of the
non-amortization provisions of the standard is expected to result in an annual
reduction in amortization expense of approximately $118,000. The Company
performed the first of the required impairment tests of goodwill under SFAS No.
142 effective January 1, 2002 and determined that there is no impairment to the
value of its goodwill as of that date.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which addresses accounting and financial
reporting for the impairment or disposal of long-lived assets. This statement is
effective for fiscal years beginning after December 15, 2001. The Company has
determined that SFAS No. 144 does not have a significant impact on its financial
condition and results of operations for the nine-month period ended September
30, 2002.

RECLASSIFICATIONS

Certain amounts in the prior period financial statements have been reclassified
for comparative purposes to conform to the presentation in the current period
financial statements.


4.    RELATED PARTY ACTIVITY

As of December 31, 2001, the Company had related party receivables totaling
$480,363, which had not previously been recognized as revenue due to the
uncertainty of collection. The Company received $132,724 and $232,724 of the
outstanding receivables balance during the three and nine month periods ended
September 30, 2002, respectively, and recognized the amounts as related party
revenue for those periods. In lieu of actual cash payment of these Company
receivables, management directed the related parties to pay $132,724 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.

At December 31, 2001, long-term receivables, related parties, consisted of
$770,605 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. The Company received
$101,487 and $119,513 of the outstanding receivable during the three and
nine-month periods ended September 30, 2002, respectively. During the three
months ended September 30, 2002, payments received by the Company exceeded all
remaining costs, resulting in a $78,303 realization of gain on sale of assets,
related party, for the three and nine month periods ended September 30, 2002.
The deferred gain included in the balance sheet has been reduced accordingly. In
lieu of actual cash payment of these Company receivables, management directed
the related parties to pay $101,487 to an affiliated company to whom the Company
had outstanding accounts payable. The net effect to the Company was that
recorded receivables and payables were reduced equally.

                                       9

<PAGE>



5.    GENERAL AND ADMINISTRATIVE EXPENSES (INCOME)

General and administrative expenses (income) from non related parties in the
amount of ($3,073) and $391,426 for the three and nine month periods ended
September 30, 2002 include a $168,421 recovery of accounts receivable previously
deemed uncollectible. In connection with certain accounts receivable overdue
since 1999, the Company had previously recorded a bad debt allowance of
$168,421. During the three months ended September 30, 2002, the Company received
payment for the total accounts receivable balance, and reduced the allowance
that had been previously recorded. Bad debt expense, which is included in
general and administrative expense, was reduced accordingly. General and
administrative expenses would have been $165,348 and $559,847 for the three and
nine month periods ended September 30, 2002 had the Company not received payment
of the outstanding receivable. In lieu of actual cash payment of these Company
receivables, management directed the customers to pay the $168,421 to an
affiliated company to whom the Company had outstanding accounts payable.


6.    SHAREHOLDERS' EQUITY

On November 1, 2001, the Company granted options to purchase 250,000 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 through
October 2006, contingent upon continuous service by the consultant through
specified dates. On May 31, 2002, the Option Agreement between the Company and
the consultant was terminated. The consultant exercised 125,000 of the options,
which vested April 30, 2002, on August 28, 2002, for a total cash consideration
of $15,000. These options were valued at $0.06 per share based upon the
Black-Sholes option pricing model, resulting in recognition of compensation
expense of $4,833 during the nine-month period ended September 30, 2002. The
remaining 125,000 options, which were scheduled to vest October 31, 2002, were
canceled following termination of the agreement.

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 are exercisable in August 2002 through
February 2007, contingent upon continuous service by the consultant through
specified dates. The options were valued at $0.05 per share, based upon the
Black-Sholes option pricing model, resulting in recognition of compensation
expense of $2,820 during the nine-month period ended September 30, 2002.

On March 12, 2002, three officers and directors of the Company exercised options
to purchase 720,000 shares of the Company's restricted common stock at an
exercise price of $0.085 per share, for a total cash consideration of $61,200.

On March 14, 2002, the Company sold 250,000 shares of restricted common stock at
$0.085 per share to a shareholder in a private placement for cash consideration
of $21,250.

On March 30, 2002, an officer and an employee of the Company exercised options
to purchase 77,400 shares of the Company's restricted common stock at an
exercise price of $0.085 per share, for a total cash consideration of $6,579.

On June 26, 2002, the Company granted 25,000 shares of restricted common stock
to an independent director as compensation for serving on the Company's Board of
Directors. The fair value of these shares on the date of grant was estimated by
management to be $0.10 per share, resulting in recognition of compensation
expense of $2,500 for the period ended September 30, 2002.

                                       10

<PAGE>



6.    SHAREHOLDERS' EQUITY (continued)


On June 28, 2002, the Company repurchased 1,000,000 shares of its common stock
from a shareholder at $0.10 per share, for a total consideration of $100,000.
The repurchased shares were recorded as treasury stock and were available for
re-issuance at a future date. On September 30, 2002, the Company reissued the
1,000,000 shares of treasury stock to a shareholder at $0.10 per share for a
total consideration of $100,000. The shares were sold in reliance upon the
exemption provided by Regulation S under the Securities Act of 1933, as amended.

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 vest 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-Sholes option pricing model,
resulting in recognition of compensation expense of $900 during the three and
nine-month periods ended September 30, 2002.

On December 20, 2001, the Company signed two separate definitive agreements with
two unrelated parties for the right to purchase convertible preferred stock with
attached warrants. Under the agreements, the preferred stockholders would
receive non-cumulative dividends at the rate of $0.08 per share per annum when
and if declared by the Company's Board of Directors. The Company authorized the
sale and issuance of 500,000 shares of its Series A Preferred Stock at a
purchase price of $5.00 per share. Each preferred stockholder would be entitled
to convert the preferred stock into common stock at a ratio of 1 share of
preferred stock to 2 shares of common stock. This right could be exercised by
the preferred stockholders at any time. The purchase was expected to be
completed on or before February 28, 2002. On March 12, 2002, the Company and the
purchasers mutually agreed to extend the closing date for the purchase to June
30, 2002. On March 25, 2002, the Company and the purchasers executed an addendum
to the definitive agreements to: (i) cancel the warrants attached to the
preferred stock and (ii) amend the conversion ratio to 1 share of preferred
stock to 1.6 shares of common stock. The amended agreement expired on June 30,
2002 without either investor exercising his right to purchase the preferred
stock. Currently the Company is negotiating the terms of new agreements with the
two parties in an effort to issue the preferred stock.


7.    COMMITMENTS AND CONTINGENCIES

As of September 30, 2002, the Company has committed to purchase equipment during
the remainder of 2002 valued at $300,000 for the rollout of VISIONET. The
purchase is conditional upon completion of successful trial of the equipment by
the Company.

On November 28, 2001, the Company signed an agreement to purchase office space
in Australia for $1.8 million Australian dollars (approximately $978,000 USD at
September 30, 2002). 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 $5,200 as a deposit for the
above property. While relevant governmental and statutory approvals have been
obtained, 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.

                                       11


<PAGE>



8.    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 nine months
ended September 30, 2002. During the nine-month period ended September 30, 2001,
no one customer accounted for greater than 10% of net revenues.

One supplier accounted for substantially all cost of revenue during the
nine-months ended September 30, 2002. The Company is not dependent upon one
supplier to provide the services that it requires. During the fourth quarter of
2001, the Company 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. For the nine-months
ended September 30, 2001, no one supplier accounted for more than 10% of cost of
revenue.


9.    PROPOSED BUSINESS TRANSACTIONS

In July 2002, the Company's wholly owned subsidiary, EMI, signed a letter of
intent to acquire E-Dreamz Inc. ("E-Dreamz") for $1.4 million in cash and stock,
the effectiveness of which was subject to completion and acceptance of customary
due diligence, negotiation and execution of a definitive agreement and other
customary conditions. Based on the due diligence performed by the Company to
date, the Company has determined it will not proceed with this transaction as
contemplated by the letter of intent.

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. PointRed has also agreed to a purchase
option, which allows the Company to acquire up to 25% of PointRed's equity at a
price to be negotiated and subject to due diligence, the execution of a formal
strategic partnership agreement and stock purchase agreement, and the approval
of the Board of Directors of the respective companies.

On August 16, 2002, the Company and PointRed, pursuant to the original letter
agreement, 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. The
acquisition is expected to be funded by a combination of cash and the Company's
preferred stock. The acquisition, which is expected to close in the fourth
quarter of 2002, is subject to completion of due diligence, and execution of a
definitive agreement.

On September 30, 2002, the Company signed an agreement with Anova Broadband LLC
("Anova") to distribute Anova's Digital Subscriber Line ("DSL") equipment in
Asia, Australia and New Zealand. Sale of the equipment shall commence after the
Company has obtained equipment authorization certification from relevant
regulatory authorities of the respective countries.

                                       12

<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 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 multi protocol EyStar SmartHome Console bridges external
data networks such as the Internet to internal home networks like Ethernet,
telephone line, power line 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.
Presently, the Company's revenues are primarily derived from the design,
development and production of interactive multimedia websites and content.

The Company, formerly known as Kalan Gold Corporation changed its name to
Digital Broadband Networks, Inc., after its shareholders approved the change of
name in a Special Shareholders Meeting on August 17, 2001. On April 2, 2002, the
Company formed Digital Broadband Networks, Inc., a wholly owned Delaware
corporation ("DBNI Delaware"). At a Special Meeting of the Company's
shareholders held on June 5, 2002, the shareholders adopted and approved the
Merger Agreement between the Company and DBNI Delaware that resulted in the
Company changing its state of incorporation from Colorado to Delaware. Following
the re-incorporation in Delaware, the Company established its United States
headquarters at University Research Park, One Resource Square, 10925 David
Taylor Drive, Suite 100, Charlotte, NC. The Company entered into a one year
lease agreement for the office space commencing June 1, 2002 with a rent of
$1,050 per month. Effective November 1, 2002, rent for the office space was
reduced to $950 per month.

On June 20, 2002, the Company formed EyStar Media Inc. ("EMI"), a wholly owned
Delaware corporation. EMI will immediately look to acquire United States
technology companies to develop additional value-added applications that are
synergistic to the Company's operations in the United States and Asia. EMI will
also market the SmartHome Console developed by the Company.

The accompanying condensed consolidated financial statements include the
accounts of Digital Broadband Networks, Inc. and its wholly-owned subsidiaries:
EyStar Media Inc. ("EMI"), a Delaware corporation, and Animated Electronic
Industries Sdn Bhd ("AEI"), a Malaysian corporation, as well as AEI's 86% owned
Malaysian subsidiary, Perwimas Telecommunications Sdn Bhd ("PTSB").

During 2001, the Company was in the process of building the infrastructure for
the commercial roll out of VISIONET, a countrywide wireless broadband network
undertaken by the Company's subsidiary, PTSB, sometime 2002. After conducting
various feasibility studies to determine the most suitable customer premises
equipment and in-building distribution for single and multi-tenanted buildings,
negotiation with equipment vendors and further technical improvements to the
cell configuration, the Company established its first VISIONET cell in December
2001. Further feasibility studies that were conducted following the limited
rollout of VISIONET indicated that it would be more cost effective to deploy
VISIONET as a backhaul service for other telecommunication and broadband service
providers. The Company further decided to use VISIONET as a backhaul link for
local mobile networks that it hopes to deploy in partnership with Aptilo
Networks, Sweden.

                                       13

<PAGE>



In September 2001, PTSB was awarded an Application Service Provider (ASP)
license 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 could offer enterprise access over the Internet to
applications and related services that would otherwise have to be located in
their computers. The Company hopes that the ASP service will become an important
alternative, not only for small and medium enterprises with low budgets for
information technology, but also for larger companies as a form of outsourcing.

In connection with the build out of VISIONET and its portal, the Company has
formalized a long-term strategic business relationship with Siemens Malaysia.
Under the Agreement, Siemens will extend preferred payment terms to the Company
for equipment used in the build out of VISIONET and extend its best effort to
assist the Company to obtain applications and multimedia content from its global
partners that will contribute to the revenue of VISIONET. Siemens will also be
responsible for overall network design, the supply of equipment, systems
integration, build out services and maintenance of a best of breed end-to-end
solution for the deployment of VISIONET. The Company has committed to an initial
purchase of hardware valued at $250,000 from Siemens for the limited commercial
rollout of VISIONET.

To complement its business in operating a broadband network and portal, the
Company also entered into a business relationship with Computer Associates
International, Inc. ("CA"), in July 2001, to tap the mobile eBusiness
opportunities in Malaysia and the Asian regional markets. Under the
relationship, CA will be appointed as a technology provider for the IT
infrastructure and data management of VISIONET. In addition to providing the
eBusiness management software, CA will be extending its industry-leading
infrastructure, information and process management solutions to VISIONET to
ensure that the Company's customers can realize the full potential business
value of mobile applications and services. The Company's subsidiary, PTSB, will
also act as a facilitator and partner in Malaysian and Asian projects jointly
identified with CA. As a demonstration of its confidence in the Company, a
company associated with CA may acquire a significant minority stake in the
Company's Malaysian subsidiary. Following the Company's decision to change its
business model, the Company and CA have ceased discussion on matters relating to
the proposed acquisition.

In September 2001, the Company announced its strategic collaboration with Aptilo
Networks, Sweden, to deploy local mobile networks ("LMNs") in Malaysia and the
Asian regional markets. The 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 802.11 standard
devices. The mobile network features Aptilo's latest billing solution that will
enable 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. This flexible method of
payment from Aptilo will not only attract more users to VISIONET, but will also
reduce the Company's capital expenditure and recurring monthly operating costs.
The integrated network will enable the Company 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 hopes that this will broaden VISIONET's user base and generate
additional revenue that could contribute positively to the Company's cash flow.
The successful implementation of the integrated network could pave the way for
the collaboration with Aptilo to be extended to countries beyond Malaysia.

                                       14

<PAGE>



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 renewed 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, 2002, the Company has
received approximately $5,000 in equipment from Cirronet. However, the Company
has not yet accepted the equipment due to performance problems that have been
discovered. The Company is currently working with Cirronet to correct the
problem. If such problems are corrected, the Company estimates that total
purchases to be made in 2002 will be approximately $3.8 million. 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.

In July 2002, the Company's wholly owned subsidiary, EMI, signed a letter of
intent to acquire E-Dreamz Inc. ("E-Dreamz") for $1.4 million in cash and stock,
the effectiveness of which was subject to completion and acceptance of customary
due diligence, negotiation and execution of a definitive agreement and other
customary conditions. Based on the due diligence performed by the Company to
date, the Company has determined it will not proceed with this transaction as
contemplated in the Letter of Intent.

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. PointRed has also agreed to a purchase
option, which allows the Company to acquire up to 25% of PointRed's equity at a
price to be negotiated and subject to due diligence, the execution of a formal
strategic partnership agreement and stock purchase agreement, and the approval
of the Board of Directors of the respective companies.

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 reached an 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 the Company's Preferred Stock. The acquisition, which is expected to
close in the fourth quarter of 2002, is subject to completion of a due
diligence, and execution of a definitive agreement.

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. Sale of the equipment shall
commence after the Company has obtained equipment authorization certification
from relevant regulatory authorities of the respective countries.

                                       15

<PAGE>



The Company hopes to generate additional revenue arising from the following
contracts:

a)   In August 2001, the Company was awarded a consulting contract, estimated to
     generate revenue of $2.85 million over a three year period, 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. The Company has generated $35,000 of
     revenue on this contract to date.

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 has been promoting the Company's service gateway to potential
     resellers and channel partners in the targeted markets and the Company
     expects Worldlink to generate revenues of $4.0 million for the Company
     beginning in 2003. 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.

     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. For fiscal year 2002, MBE has been attempting to secure contracts for
     the supply of the EyStar SmartHome Console to property developers in
     Malaysia and Singapore. The Company expects MBE to achieve a sales target
     of $17.5 million for the SmartHome Console over the remaining term of the
     agreement.

c)   The Company expects to secure contracts worth about $3.5 million from local
     mobile networks to be jointly deployed with Aptilo Networks in 2003.

d)   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 the next 36 months. The Company has
     generated $19,000 of revenue on this contract to date. 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.

e)   On September 20, 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.

f)   On November 5, 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 also expects to secure additional contracts, 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.

                                       16

<PAGE>



COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2002 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 2001


REVENUES

Revenues for the three months ended September 30, 2002 totaled $2,868,514,
compared to $1,338,158 for the three months ended September 30, 2001, an
increase of $1,530,356 or 114%. The increase in net sales in the three months
ended September 30, 2002 as compared to the three months ended September 30,
2001, was due to an increase in fees earned from the production of multimedia
programs and revenue received for project consulting services. The company also
recorded $132,724 of income from related parties upon payment for outstanding
receivables that had not previously been recognized as revenue due to the
uncertainty of collection. For the three months ended September 30, 2002, two
customers, respectively, accounted for 54% and 42% of total revenue. No single
customer accounted for more than 10% of total revenue for the three months ended
September 30, 2001.


GROSS PROFIT

Gross profit increased to $189,303 for the three months ended September 30,
2002, compared to $54,606 for the three months ended September 30, 2001, an
increase of $134,697 or 247%. The increase in gross profit was due to higher
revenue in 2002, including $132,724 of related party revenue previously not
recognized. As a result of higher revenue, cost of revenue increased by
$1,395,659 or 109%, to $2,679,211 in 2002 from $1,283,552 in 2001. This increase
was a result of the Company requiring additional external resources in order to
fulfill the higher 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 $39,693, or 72%, to $15,467 for the
three months ended September 30, 2002 from $55,160 for the three months ended
September 30, 2001. 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 $26,927 for the three months ended
September 30, 2002. General and administrative expenses were reduced by a
$168,421 recovery of accounts receivable previously deemed uncollectible. In
connection with accounts receivable overdue since 1999, the Company had
previously recorded a bad debt allowance of $168,421. If the Company had not
received the payment of the outstanding receivable, general and administrative
expenses would have been $195,348 for the three months ended September 30, 2002
compared to $188,271 for the three months ended September 30, 2001, an increase
of $7,077 or 3.8%. The increase was mainly attributable to higher utility,
telecommunication and staff costs resulting from the limited rollout of VISIONET
and higher compensation expenses in 2002.

                                       17

<PAGE>



General and administrative expenses for 2001 included amortization of goodwill.
Beginning January 1, 2002, pursuant to SFAS No. 142, goodwill is no longer being
amortized, but is subject to annual impairment tests in accordance with the
standard. Management does not believe that any impairment has occurred as of
January 1, 2002. Application of the non-amortization provisions of the standard
resulted in reduction of amortization expense of approximately $29,000 for the
three months ended September 30, 2002.


OTHER INCOME

Other income for the three months ended September 30, 2002 included recognition
of a previously deferred gain of $78,303 related to an amount of $101,487 the
Company received from its long-term receivable, related party. The receivable
balance was $752,579 and the total deferred gain was $729,395 as of June 30,
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. During the three months ended September 30, 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
$651,092 respectively, as of September 30, 2002.


NET INCOME (LOSS)

The Company recorded net income of $187,348 for the three months ended September
30, 2002 compared to a net loss of $182,525 for the three months ended September
30, 2001. The profit of $187,348 included several non-recurring transactions
including recognition of a deferred gain of $78,303, collection of $132,724 in
related party receivables previously not recognized as revenue due to the
uncertainty of collection, and $168,421 in recovered accounts receivable
previously deemed uncollectible and fully reserved for. Excluding these
non-recurring transactions, the Company would have incurred a $192,100 net loss
for the three-month period ended September 30, 2002.



COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2002 TO THE NINE MONTHS
ENDED SEPTEMBER 30, 2001


REVENUES

Revenues for the nine months ended September 30, 2002 totaled $9,826,164
compared to $3,076,842 for the nine months ended September 30, 2001, an increase
of $6,749,322 or 219%. The increase in net sales in the nine months ended
September 30, 2002 as compared to the nine months ended September 30, 2001 was
mainly due to an increase in fees earned from the production of multimedia
programs and revenue received for project consulting services. The company also
recorded $232,724 of income from related parties upon payment for outstanding
receivables that had not previously been recognized as revenue due to the
uncertainty of collection. For the nine months ended September 30, 2002, two
customers, respectively, accounted for 51% and 46% of total revenue. No single
customer accounted for more than 10% of total revenue for the nine months ended
September 30, 2001.


                                       18

<PAGE>



GROSS PROFIT

Gross profit increased to $585,886 for the nine months ended September 30, 2002,
compared to $206,422 for the nine months ended September 30, 2001, an increase
of $379,464 or 184%. The increase in gross profit was due to higher revenue in
2002, including $232,724 of related party revenue previously not recognized. As
a result of higher revenue, cost of revenue increased by $6,369,858 or 222%, to
$9,240,278 in 2002 from $2,870,420 in 2001. This increase was a result of the
Company requiring additional external resources in order to fulfill the higher
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 $71,677, or 59%, to $50,798 for the
nine months ended September 30, 2002 from $122,475 for the nine months ended
September 30, 2001. 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 $481,426 for the nine months ended
September 30, 2002. General and administrative expenses were reduced by a
$168,421 recovery of accounts receivable previously deemed uncollectible. In
connection with accounts receivable overdue since 1999, the Company had
previously recorded a bad debt allowance of $168,421. If the Company had not
received the payment of the outstanding receivable, general and administrative
expenses would have been $649,847 for the nine months ended September 30, 2002
compared to $607,510 for the nine months ended September 30, 2001, an increase
of $42,337 or 7.0%. The increase was mainly attributable to higher utility,
telecommunication and staff costs resulting from the rollout of VISIONET and
higher compensation expenses in 2002.

General and administrative expenses for 2001 included amortization of goodwill.
Beginning January 1, 2002, pursuant to SFAS No. 142, goodwill is no longer being
amortized, but is subject to annual impairment tests in accordance with the
standard. Management does not believe that any impairment has occurred as of
January 1, 2002. Application of the non-amortization provisions of the standard
resulted in reduction of amortization expense of approximately $88,000 for the
nine months ended September 30, 2002.


OTHER INCOME

Other income for the nine months ended September 30, 2002 included recognition
of a previously deferred gain of $78,303 related to amounts totaling $119,513
the Company received on its long-term receivable, related party. The receivable
balance was $770,605 and the total deferred gain was $729,395 as of December 31,
2001. 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, a related gain on the
sale of the assets was deferred and is to be recognized only after all costs
have been recovered. During the nine months ended September 30, 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
$651,092 respectively, as of September 30, 2002.

                                       19

<PAGE>



NET INCOME (LOSS)

The Company recorded net income of $84,143 for the nine months ended September
30, 2002 compared to a net loss of $505,618 for the nine months ended September
30, 2001. The profit of $84,143 included several non-recurring transactions
including recognition of a deferred gain of $78,303, collection of $232,724 in
related party receivables previously not recognized as revenue due to the
uncertainty of collection, and $168,421 in recovered accounts receivable
previously deemed uncollectible and fully reserved for. Excluding these
non-recurring transactions, the Company would have incurred a $395,305 net loss
for the nine-month period ended September 30, 2002.



LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2002, the Company had cash of $1,108. All operations were
funded from internally generated funds and working capital advanced by an
affiliated company owned by the principal shareholder, director and officer of
the Company. These advances bear no interest and have no fixed terms of
repayment.

Cash used in operating activities of $244,241 was mainly attributable to a
reduction of approximately $188,000 in accounts receivable, a reduction of about
$384,000 in accounts payable and payments for general and administrative
expenses incurred during the nine months ended September 30, 2002.

Net cash used in investing activities of $16,795 during the nine months ended
September 30, 2002 was attributable to the purchase of fixed assets.

Net cash provided by financing activities of $261,742 was primarily from the
issuance of shares of common stock for $204,029, payment to reacquire shares of
common stock for $100,000 and repayment of advances from an affiliated company
in which the Company's principal shareholder, CEO and president has a financial
interest. As of September 30, 2002, the Company owed Mr. Lim, the Chief
Executive Officer, President and a Director of the Company, $200,935 for
short-term cash advances made to the subsidiary of the Company for working
capital purposes from time to time. Additionally, as of September 30, 2002 the
amount owed to a company in which Mr. Lim has a financial interest amounted to
$124,827. This amount was for short-term cash advances made to the Company and
its subsidiaries for working capital purposes from time to time and for
management fees. 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, 2001 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, 2001.

                                       20

<PAGE>



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 will
     maintain close contact with its debtors to keep updated on their liquidity
     status. The debtors will be persuaded to give priority to outstanding debts
     due to the Company whenever funds are available. Legal action will only be
     taken as a last resort.

--   Advances from director and major shareholder as and when required to
     finance the Company's working capital requirements. The Company's President
     and CEO, Mr. Patrick Lim, who is also the Company's major shareholder, has
     committed himself to advance funds to the Company for working capital.

--   Additional revenue provided by: (i) a consulting contract, which is
     estimated to generate $2.85 million in revenue, 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
     $550,000 in revenue over a three-year period, 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 with a related party, which is estimated to
     generate $550,000 in revenue over an 18-months period, commencing December
     1, 2002, 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. The Company also
     expects to secure additional contracts, estimated at $4.0 million, from the
     supply and installation of the EyStar SmartHome Consoles and its security
     system in the two commercial and housing developments.

--   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; and

--   the Channel Partner Agreement with PointRed Technologies, Inc. to
     distribute the EyStar SmartHome Console.

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 September
30, 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
estimates that additional capital expenditures up to $2.5 million will be
required for future deployment of VISIONET. 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.

                                       21

<PAGE>



On November 28, 2001, the Company signed an agreement to purchase office space
in Australia for $1.8 million Australian dollars (approximately $978,000 USD at
September 30, 2002). 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.

On September 27, 2002, the Company announced that it has reached an 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 the
Company's Preferred Stock. The acquisition is subject to completion of a due
diligence, execution of a definitive agreement and is expected to close in the
fourth quarter of 2002.

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


ITEM 3.  CONTROLS AND PROCEDURES

On November 5, 2002, 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 President 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 Exchange 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 President 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.

                                       22

<PAGE>



PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

       None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      On May 31, 2002, the Company terminated the consulting agreement between
the Company and a consultant. Pursuant to the consulting agreement executed on
November 1, 2001, the Company had granted options to the consultant to purchase
250,000 shares of the Company's common stock at $0.12 per share contingent upon
continuous service by the Consultant. The consultant exercised 125,000 of the
options, which vested April 30, 2002, on August 28, 2002, for a total cash
consideration of $15,000. The remaining 125,000 options were canceled following
termination of the consulting agreement.

      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. On the date of the grant, the market value of the Company's
common stock was $0.10 per share.

      On September 30, 2002, the Company reissued the 1,000,000 shares of
treasury stock that were repurchased on June 28, 2002, to a shareholder at $0.10
per share for a total consideration of $100,000. The shares were sold in
reliance upon the exemption provided by Regulation S under the Securities Act of
1933, as amended.

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


                                       23

<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: November 8, 2002              BY: /s/ Patrick Soon-Hock Lim
                                       ------------------------------
                                        Patrick Soon-Hock Lim
                                        President & Chief Executive Officer



DATE: November 8, 2002             BY: /s/ Chee Hong Leong
                                      ------------------------------
                                       Chee Hong Leong
                                       Chief Financial Officer
                                       (Principal Financial Officer and
                                       Principal Accounting Officer)


                                       24


<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:  November 8, 2002

                                                   /s/  Patrick Soon-Hock Lim
                                                   --------------------------
                                                   Patrick Soon-Hock Lim
                                                   Chief Executive 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, 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:  November 8, 2002

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



                                       26