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 JUNE 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:

                                             Number of shares
     Class                                   outstanding at August 12, 2002
    -------                                  ----------------------------------
Common stock, $.00001 par value                    97,825,899





                                       1
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<TABLE>
<CAPTION>

FORM 10-QSB
2ND QUARTER
                                      INDEX

                                                                                                                          Page
PART I  -  FINANCIAL INFORMATION

           ITEM 1. FINANCIAL STATEMENTS
            <S>                                                                                                            <C>
           Condensed consolidated balance sheet as at June 30, 2002 (Unaudited)                                             3

           Condensed consolidated statements of operations
           for the three-month and six-month periods ended June 30, 2002 and
           June 30, 2001 (Unaudited)                                                                                        4

           Condensed consolidated statements of cash flows for the six-month
           periods ended June 30, 2002 and June 30, 2001 (Unaudited)                                                        5

           Notes to condensed consolidated financial statements (Unaudited)                                            6 - 11

           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                                                               12 - 18


PART II - OTHER INFORMATION

           ITEM 1. LEGAL PROCEEDINGS                                                                                       19

           ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                                               19

           ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                                         19

           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                     19

           ITEM 5. OTHER INFORMATION                                                                                       19

           ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                                        19

           SIGNATURES                                                                                                      20

</TABLE>

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.




                                       2
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<TABLE>
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PART I -  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                     ASSETS
Current assets:
      <S>                                                                                        <C>
      Cash                                                                                       $               8,627
      Accounts receivable, less allowance for doubtful
        accounts of $324,000                                                                                 1,706,579
      Prepaid expenses                                                                                          27,355
      Inventories                                                                                                1,248
                                                                                                       ---------------
                Total current assets                                                                         1,743,809
Furniture and equipment, net                                                                                 1,563,726
Goodwill                                                                                                       471,150
Long-term receivables, related parties                                                                         752,579
                                                                                                       ---------------
                                                                                                 $           4,531,264
                                                                                                       ===============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

      Current portion of capital lease obligations                                               $              53,109
      Accounts payable                                                                                         487,953
      Accrued expenses                                                                                         112,872
      Amount due to an affiliated company                                                                      489,642
      Amount due to a director                                                                                 245,149
                                                                                                       ---------------
                Total current liabilities                                                                    1,388,725
                                                                                                       ---------------
      Capital lease obligations, net of current portion                                                        102,997
      Deferred gain                                                                                            729,395
                                                                                                       ---------------
                Total liabilities                                                                            2,221,117
                                                                                                       ---------------
Minority interest                                                                                              130,165
                                                                                                       ---------------

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;
       98,825,899 shares issued; 97,825,899 shares outstanding                                                     988
      Additional paid-in capital                                                                             3,549,242
      Treasury stock at cost (1,000,000 common shares)                                                       (100,000)
      Options (Note 4)                                                                                          10,070
      Deferred compensation cost (Note 4)                                                                         (705)
      Accumulated deficit                                                                                   (1,336,182)
      Accumulated other comprehensive income                                                                    56,569
                                                                                                       ---------------
                Total shareholders' equity                                                                   2,179,982
                                                                                                       ---------------
                                                                                                 $           4,531,264
                                                                                                       ===============
</TABLE>

      See accompanying notes to condensed consolidated financial statements






                                       3
<PAGE>

<TABLE>
<CAPTION>

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

                                                           Three months ended                         Six months ended
                                                                June 30                                   June 30
                                                         2002                2001                 2002                2001
                                                        ------              -------              ------              -------
Revenues:
     <S>                                      <C>                   <C>                     <C>                   <C>
      Related parties                           $       100,000      $            --         $     100,000         $        --
      Others                                          3,522,312              802,631             6,857,650           1,738,684
                                                    -----------          -----------           -----------         -----------
                                                      3,622,312              802,631             6,957,650           1,738,684
Cost of revenues                                      3,402,838              757,894             6,561,067           1,586,868
                                                    -----------          -----------           -----------         -----------
Gross profit                                            219,474               44,737               396,583             151,816
                                                    -----------          -----------           -----------         -----------
Operating expenses:
      Sales and marketing                                19,915               47,099                35,331              67,315
      General and administrative:
        Related parties                                  30,000               30,000                60,000              60,000
        Others                                          204,126              196,643               394,498             359,239
                                                    -----------          -----------           -----------         -----------
Total operating expenses                                254,041              273,742               489,829             486,554
                                                    -----------          -----------           -----------         -----------
Loss from operations                                    (34,567)            (229,005)              (93,246)           (334,738)
                                                    -----------          -----------           -----------         -----------
Other income (expense):
      Interest expense                                   (4,014)              (4,889)               (8,247)             (9,998)
      Gain on disposal of assets                             --                   --                    --                 526
      Other income                                           --                   --                   135                  --
                                                    -----------          -----------           -----------         -----------
                                                         (4,014)              (4,889)               (8,112)             (9,472)
                                                    -----------          -----------           -----------         -----------
Loss before minority interest                           (38,581)            (233,894)             (101,358)           (344,210)

Minority interest                                         1,179               10,550                (1,847)             21,117
                                                    -----------          -----------           -----------         -----------
Net loss                                        $       (37,402)     $      (223,344)      $      (103,205)      $    (323,093)
                                                    ===========          ===========           ===========         ===========
Basic and diluted
 loss per common share                          $             *      $             *       $             *       $           *
                                                    ===========          ===========           ===========         ===========
Weighted average number
 of common shares outstanding                        98,736,339           97,326,358            98,352,909          97,326,358
                                                    ===========          ===========           ===========         ===========

</TABLE>

* Less than $.01 per share






      See accompanying notes to condensed consolidated financial statements



                                       4
<PAGE>


<PAGE>


<TABLE>
<CAPTION>

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

                                                                                Six Months Ended
                                                                                    June 30
                                                                       2002                       2001
                                                                   -------------              ------------
CASH FLOWS FROM OPERATING ACTIVITIES
      <S>                                                         <C>                        <C>
      Net cash used in operating activities                        $    (143,070)             $   (164,790)
                                                                   -------------

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                                (12,086)                       --
                                                                   -------------              ------------
             Net cash provided by investing activities                   (12,086)                   13,947
                                                                   -------------              ------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from issue of shares of common stock                       89,029                    40,000
      Payment for reacquisition of shares of common stock               (100,000)
      Net proceeds from affiliated company                               188,080                    40,129
      Net proceeds from (payments to) a director                         (10,204)                  110,610
      Payment of obligation under capital leases                          (3,524)                       --
                                                                   -------------              ------------
             Net cash provided by financing activities                   163,381                   190,739
                                                                   -------------              ------------

Net increase in cash                                                       8,225                    39,896
Cash, beginning of period                                                    402                     4,071
                                                                   -------------              ------------
Cash, end of period                                                $       8,627              $     43,967
                                                                   =============              ============

</TABLE>






      See accompanying notes to condensed consolidated financial statements




                                       5
<PAGE>


                        DIGITAL BROADBAND NETWORKS, INC.
          NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                  JUNE 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 in 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 six-month period ended June 30, 2002, the Company reported a net loss of
$103,205 and at June 30, 2002, has an accumulated deficit of $1,336,182. The
Company suffered losses from operations and had negative cash flows from
operating activity during the past two years, and expects to incur continued
cash outflows, which are expected to result in an increased working capital
deficiency 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 supply 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.





                                       6
<PAGE>




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


The Company is also deploying a wireless broadband network, "VISIONET", in
Malaysia and intends to acquire additional licenses and spectrum rights in other
Asian markets. 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. The
Company has now developed a revised business model based on the operations of an
integrated national broadband network. The Company expects to generate revenues
by providing other broadband communication services that include:

1.   operation of  VISIONET;
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
risks. 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 VISIONET. The Company
established its first VISIONET cell in December 2001 and hopes to commence
commercial operation sometime in 2002 but cannot provide assurance that any
target launch date will be met. The Company is currently negotiating with
application service providers to host and deliver their content via VISIONET.

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

o     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.

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

o     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.

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

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

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


                                       7
<PAGE>

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 LOSS PER COMMON SHARE

Loss per common share is calculated by dividing net loss by the weighted average
number of common shares outstanding for the period. Diluted loss per common
share includes the dilution that would occur if outstanding stock options and
other dilutive securities were exercised, unless the effect is 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 December 2000 on
the straight line method over five years.

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. 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.

The Company incurred net losses for the six-month periods ended June 30, 2002
and 2001, therefore, the Company had no tax provision.




                                       8
<PAGE>



3.  SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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 six-month ended June 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. Other intangible assets will
continue to be amortized over their useful lives. 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 six-month period ended June 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.



                                       9
<PAGE>



4.  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. Under the terms of the agreement, 125,000 of the
options, which vested April 30, 2002, are exercisable by the consultant through
August 31, 2002. These options were valued at $0.06 per option based upon the
Black-Sholes option pricing model, resulting in recognition of compensation
expense of $4,833 during the six-month period ended June 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 beginning in August 2002,
contingent upon continuous service by the consultant through specified dates,
through February 2007. The options were valued at $0.05 per option, based upon
the Black-Sholes option pricing model, resulting in recognition of compensation
expense of $2,115 during the six-month period ended June 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 June 30, 2002.

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 are available for
re-issuance at a future date.


5.  COMMITMENTS AND CONTINGENCIES

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

On November 28, 2001, the Company signed an agreement to purchase office space
in Australia for $1.8 million Australian dollars (approximately $1,014,000 USD
at June 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 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.



                                       10
<PAGE>

5.  COMMITMENTS AND CONTINGENCIES (Continued)

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.

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

One supplier accounted for substantially all cost of revenue during the
six-months ended June 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 believes it could utilize
alternative suppliers for the services that it requires. For the six-months
ended June 30, 2001, no one supplier accounted for more than 10% of cost of
revenue.

7.  SUBSEQUENT EVENTS

On July 1, 2002, the Company's wholly owned subsidiary, EMI, signed a letter of
intent to acquire 100% of the issued and outstanding common stock of E-Dreamz
Inc. ("E-Dreamz") for $1.4 million in cash and stock. E-Dreamz is based in
Charlotte, North Carolina and is an interactive professional services firm
specializing in user-focus, dynamic web development and interactive multimedia
applications. The acquisition is subject to completion of due diligence and is
expected to close within ninety days from the date of the Letter of Intent.

On July 22, 2002, the Company entered into a letter agreement with PointRed
Technologies Inc. ("PointRed") whereby the Company has agreed in principle that
it will market and sell PointRed's products worldwide. In return, PointRed has
agreed in principle that it will market and sell the Company's EyStar SmartHome
Consoles, value-added applications and services to its existing and future
clients. The Company is to establish a service and sales center in Malaysia
to service PointRed's customers in the Asian region. 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 the approval of the Board of
Directors of the respective companies. The agreement between the Company and
PointRed is subject to the execution of a formal strategic partnership agreement
and stock purchase agreement.



                                       11
<PAGE>












<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 supply 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.

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").






                                       12
<PAGE>



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 in the first half of
2002. 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.
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 improvement on the cell configuration, the Company established its
first VISIONET cell in December 2001 and hopes to commence full commercial
operation sometime in 2002.

In connection with the build out of VISIONET, 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. Following the countrywide deployment of VISIONET in
Malaysia, the Company hopes to work with Siemens to tap opportunities in the
operation of broadband networks in the Asian regional markets.

To complement its business in operating a broadband network, 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. This potential acquisition is only
in the early discussion stage and would not be expected to occur, if at all,
until some time after the second quarter of 2002, and would also be subject to
the approval of relevant regulatory authorities.

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
VISIONET's subscribers 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.


                                       13
<PAGE>

The Company hopes that this will broaden VISIONET's subscriber base and generate
additional revenue stream that should contribute positively to the Company's
cash flow. The successful implementation of the integrated network will pave the
way for the collaboration with Aptilo to be extended to countries beyond
Malaysia.

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.

On July 1, 2002, the Company's wholly owned subsidiary, EMI, signed a letter of
intent to acquire 100% of the issued and outstanding common stock of E-Dreamz
Inc. ("E-Dreamz") for $1.4 million in cash and stock. E-Dreamz is based in
Charlotte, North Carolina and is a interactive professional services firm
specializing in user-focus, dynamic web development and interactive multimedia
applications. The acquisition is subject to completion of due diligence and is
expected to close within ninety days from the date of the Letter of Intent.

On July 22, 2002, the Company entered into a letter agreement with PointRed
Technologies Inc. ("PointRed") whereby the Company has agreed in principle that
it will market and sell PointRed's products worldwide. In return, PointRed has
agreed in principle that it will market and sell the Company's EyStar SmartHome
Consoles, value added applications and services to its existing and future
clients. The Company will also establish a service and sales center in Malaysia
to service PointRed's customers in the Asian region. 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 the approval of the Board of
Directors of the respective companies. The agreement between the Company and
PointRed is subject to the execution of a formal strategic partnership agreement
and stock purchase agreement.

For the year 2002, 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, 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. Payments of approximately $35,000 have been received in
     2002.

b)   In December 2001, the Company entered into a marketing agreement with
     Worldlink Dotcom Sdn. Bhd. to distribute its service gateway for
     home/office automation in Malaysia, Singapore and Australia. This initial
     contract is estimated to generate revenue of $4.0 million for the Company.
     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, the Company hopes MBE could achieve a sales
     target of $17.5 million for the SmartHome Console.




                                       14
<PAGE>



c)   The Company hopes to secure contracts worth about $3.5 million from a local
     mobile network jointly deployed with Aptilo Networks.

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. Payments of
     approximately $19,000 have been received in 2002. 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.


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


REVENUES

Revenues for the three months ended June 30, 2002 totaled $3,622,312 compared to
$802,631 for the three months ended June 30, 2001, an increase of $2,819,681 or
351%. The increase in net sales in the three months ended June 30, 2002 as
compared to the three months ended June 30, 2001, was due to an increase in fees
earned from the production of multimedia programs, revenue received for project
consulting services and income received from a related party. For the three
months ended March 31, 2002, two customers, respectively, accounted for 50% and
49% of total revenue. No single customer accounted for more than 10% of total
revenue for the three months ended June 30, 2001.


GROSS PROFIT

Gross profit increased to $219,474 for the three months ended June 30, 2002,
compared to $44,737 for the three months ended June 30, 2001, an increase of
$174,737 or 391%. The increase in gross profit was due to higher revenue in
2002. As a result of higher revenue, cost of revenue increased by $2,644,944 or
349%, to $3,402,838 in 2002 from $757,894 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 $27,184, or 58%, to $19,915 for the
three months ended June 30, 2002 from $47,099 for the three months ended June
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.





                                       15
<PAGE>



GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses were $234,126 for the three months ended
June 30, 2002 compared to $226,643 for the three months ended June 30, 2001, an
increase of $7,483 or 3%. 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 $30,000 for the
three months ended June 30, 2002.


NET LOSS

The Company recorded a net loss of $37,402 for the three months ended June 30,
2002 compared to a net loss of $223,344 for the three months ended June 30,
2001.


COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2002 TO THE SIX MONTHS ENDED
JUNE 30, 2001


REVENUES

Revenues for the six months ended June 30, 2002 totaled $6,957,650 compared to
$1,738,684 for the six months ended June 30, 2001, an increase of $5,218,966 or
300%. The increase in net sales in the six months ended June 30, 2002 as
compared to the six months ended June 30, 2001 was mainly due to an increase in
fees earned from the production of multimedia programs and revenue received for
project consulting services. For the six months ended June 30, 2002, two
customers, respectively, accounted for 50% and 49% of total revenue. No single
customer accounted for more than 10% of total revenue for the six months ended
June 30, 2001.


GROSS PROFIT

Gross profit increased to $396,583 for the six months ended June 30, 2002,
compared to $151,816 for the six months ended June 30, 2001, an increase of
$244,767 or 161%. The increase in gross profit was due to higher revenue in
2002. As a result of higher revenue, cost of revenue increased by $4,974,199 or
313%, to $6,561,067 in 2002 from $1,586,868 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 $31,984, or 48%, to $35,331 for the
six months ended June 30, 2002 from $67,315 for the six months ended June 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.



                                       16
<PAGE>

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses were $454,498 for the six months ended June
30, 2002 compared to $419,239 for the six months ended June 30, 2001, an
increase of $35,259 or 8%. 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 $59,000 for the
six months ended June 30, 2002.

NET LOSS

The Company recorded a net loss of $103,205 for the six months ended June 30,
2002 compared to a net loss of $323,093 for the six months ended June 30, 2001.


LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2002, the Company had cash of $8,627. 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 $143,070 was mainly attributable to a
reduction of about $193,000 in accounts receivable, a reduction of about
$386,000 in accounts payable and payments for general and administrative
expenses incurred during the six months ended June 30, 2002.

Net cash used in investing activities of $12,086 during the six months ended
June 30, 2002 was attributable to the purchase of fixed assets.

Net cash provided by financing activities of $163,381 was primarily from the
issuance of shares of common stock for $89,029 and advances from an affiliated
company in which the Company's principal shareholder, CEO and president has a
financial interest. As of June 30, 2002, the Company owed Mr. Lim, the Chief
Executive Officer, President and a Director of the Company, $245,149 for
short-term cash advances made to the subsidiary of the Company for working
capital purposes from time to time. Additionally, as of June 30, 2002 the amount
owed to a company in which Mr. Lim has a financial interest amounted to
$489,642. 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,
emphasizing factors that raise 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.

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


                                       17
<PAGE>

o     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.

o     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.

o     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.

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

o 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 and from the
distribution agreement with Mutual Base Equity Sdn. Bhd. for sale of the EyStar
SmartHome Console in Malaysia and Singapore.

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 June 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 $5.0 million will be
required for the countrywide 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.

On November 28, 2001, the Company signed an agreement to purchase office space
in Australia for $1.8 million Australian dollars (approximately $1,014,000 USD
at June 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.

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



                                       18
<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. Under the terms of the agreement, 125,000
of the options, which vested April 30, 2002, are exercisable by the consultant
through August 31, 2002. The remaining 125,000 options were canceled following
termination of the consulting agreement.

      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.

      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 returned to the treasury and are available
for re-issuance at a future date.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

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

           At a Special Meeting of the Company's shareholders held on June 5,
2002, the shareholders adopted and approved the merger of Digital Broadband
Networks Inc. with and into a wholly owned subsidiary, Digital Broadband
Networks, Inc., a Delaware corporation, for the purpose of reincorporating under
the law of the State of Delaware. The number of shares entitled to vote was
98,800,899.

           For         :   76,485,110
           Against     :      124,000
           Abstention  :        5,533


ITEM 5. OTHER INFORMATION

           On June 26, 2002, Mark Deschaine was appointed an independent
Director and a member of the Audit Committee.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits

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

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


      (b) Reports on Form 8-K:

           On June 6, 2002, the Company filed a report on Form 8-K to disclose
the merger of Digital Broadband Networks Inc (Colorado) with and into a wholly
owned subsidiary, Digital Broadband Networks Inc., a Delaware corporation.


                                       19
<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: August 14, 2002                    BY: /s/ Patrick Soon-Hock Lim
                                            ------------------------------
                                            Patrick Soon-Hock Lim
                                            President & Chief Executive Officer



DATE: August 14, 2002                    BY: /s/ Chee Hong Leong
                                             ------------------------------
                                             Chee Hong Leong
                                             Chief Financial Officer
                                             (Principal Financial Officer and
                                             Principal Accounting Officer)






                                       20
<PAGE>



                                                                   Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Digital Broadband Networks, Inc. (the
"Company") on Form 10-QSB for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Patrick
Soon-Hock Lim, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/s/ Patrick Soon-Hock Lim

Patrick Soon-Hock Lim
Chief Executive Officer
August 14, 2002




                                       21
<PAGE>



                                                                   Exhibit 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Digital Broadband Networks, Inc. (the
"Company") on Form 10-QSB for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Chee
Hong Leong, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/s/ Chee Hong Leong

Chee Hong Leong
Chief Financial Officer
August 14, 2002






                                       22
<PAGE>