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, 2001

     [ ] 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)

             COLORADO                                   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)

                             KALAN GOLD CORPORATION
              (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 September 30, 2001
        -----                 --------------------------------------------------
Common stock, $.00001 par value                  97,690,999




                                       1
<PAGE>





FORM 10-QSB
3RD QUARTER
                                      INDEX

                                                                            Page
PART I  -  FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS


     Condensed consolidated balance sheet as at
     September 30, 2001 (Unaudited)                                            3

     Condensed consolidated statements of operations
     and comprehensive income (loss) for the three-month
     and nine-month periods ended September 30, 2001 and
     September 30, 2000 (As restated) (Unaudited)                              4

     Condensed consolidated statements of cash flows for
     the periods ended September 30, 2001 and September 30, 2000
     (As restated) (Unaudited)                                                 5

     Notes to condensed consolidated financial statements (Unaudited)     6 - 10

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                        11 - 15


PART II - OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS                                            16

         ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                    16

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES                              17

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          17

         ITEM 5. OTHER INFORMATION                                            17

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                             17

         SIGNATURES                                                           18



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, 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
Malaysia. The Company does not undertake to update, revise or correct any of the
forward-looking information.



                                       2
<PAGE>



PART I -  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                DIGITAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>


                                     ASSETS
Current assets:

<S>                                                                                          <C>
     Cash                                                                                    $          44,552
     Accounts receivable, less allowance for doubtful
       accounts of $779,179                                                                            964,725
     Prepaid expenses                                                                                   24,234
                                                                                               ---------------
              Total current assets                                                                   1,033,511
Furniture and equipment, net                                                                         1,684,644
Intangible assets, net                                                                                 500,597
Long-term receivables, related parties                                                                 789,474
                                                                                               ---------------
                                                                                             $       4,008,226
                                                                                               ===============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

     Current portion of capital lease obligations                                            $          19,795
     Accounts payable                                                                                  310,657
     Accrued expenses                                                                                  352,418
     Amount due to an affiliated company                                                               238,238
     Amount due to a director                                                                          255,362
                                                                                               ---------------
              Total current liabilities                                                              1,176,470
                                                                                               ---------------
     Capital lease obligations, net of current portion                                                 120,138
     Deferred gain                                                                                     729,395
                                                                                               ---------------
              Total liabilities                                                                      2,026,003
                                                                                               ---------------
Minority interest                                                                                      128,123
                                                                                               ---------------

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;
       97,690,999 shares issued and outstanding                                                            977
     Additional paid-in capital                                                                      3,452,411
     Options (Note 4)                                                                                    3,563
     Accumulated deficit                                                                            (1,659,423)
     Accumulated other comprehensive income                                                             56,572
                                                                                               ---------------
              Total shareholders' equity                                                             1,854,100
                                                                                               ---------------
                                                                                             $       4,008,226
                                                                                               ===============
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>

<TABLE>
<CAPTION>


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

                                                              Three months ended                  Nine months ended
                                                                 September 30                       September 30
                                                            2001             2000              2001             2000
                                                           ------           -------           ------           -------
                                                                        (As restated,                     (As restated,
                                                                            Note 5)                            Note 5)
Revenues:
<S>                                                    <C>               <C>              <C>               <C>
     Related parties                                   $          --     $      84,235    $          --     $     504,941
     Others                                                1,338,158         1,544,808        3,076,842         2,335,940
                                                         -----------       -----------      -----------       -----------
                                                           1,338,158         1,629,043        3,076,842         2,840,881
Cost of revenues                                           1,283,552         1,514,395        2,870,420         2,290,098
                                                         -----------       -----------      -----------       -----------
Gross profit                                                  54,606           114,648          206,422           550,783
                                                         -----------       -----------      -----------       -----------
Operating expenses:
     Sales and marketing                                      55,160            30,284          122,475            81,750
     General and administrative:
       Related parties                                        30,000            75,000           90,000           225,000
       Others                                                158,227           139,092          517,443           982,806
                                                         -----------       -----------      -----------       -----------
Total operating expenses                                     243,387           244,376          729,918         1,289,556
                                                         -----------       -----------      -----------       -----------
Loss from operations                                        (188,781)         (129,728)        (523,496)         (738,773)
                                                         -----------       -----------      -----------       -----------
Other income (expense):
     Interest expense                                         (4,693)           (3,369)         (14,691)          (17,296)
     Gain on sale of subsidiaries                                 --           489,251               --           489,251
     Gain on disposal of assets
       Related parties                                            --                --               --           416,411
       Others                                                     --                --              526            43,538
     Other income:
       Related parties                                            --                --               --            21,027
                                                         -----------       -----------      -----------       -----------
                                                              (4,693)          485,882          (14,165)          952,931
                                                         -----------       -----------      -----------       -----------
(Loss) Income before minority interest                      (193,474)          356,154         (537,661)          214,158

Minority interest                                             10,993            (7,704)          32,110            (7,704)
                                                         -----------       -----------      -----------       -----------
Net (loss) income                                           (182,481)          348,450         (505,551)          206,454
Comprehensive income (loss) - translation adjustment             (44)               --              (67)              293
                                                         -----------       -----------      -----------       -----------
Comprehensive (loss) income                            $    (182,525)    $     348,450    $    (505,618)    $     206,747
                                                         ===========       ===========      ===========       ===========
Basic and diluted income (loss) per common share       $           *     $           *    $           *     $           *
                                                         ===========       ===========      ===========       ===========

Weighted average number of common shares outstanding      97,690,999        97,290,999       97,449,241        96,836,054
                                                         ===========       ===========      ===========       ===========

</TABLE>

* Less than $.01 per share


      See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>



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

<TABLE>
<CAPTION>

                                                                                  Nine Months Ended
                                                                                       September 30
                                                                             2001                  2000
                                                                           --------              --------
                                                                                             (As restated,
                                                                                               Note 5)

<S>                                                                    <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net cash used in operating activities                             $        (228,109)    $      (716,138)
                                                                       -----------------     ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from sale of furniture and equipment                                   526             130,610
     Proceeds from disposal of investment in subsidiaries                         13,421                  --
     Proceed from sale of assets                                                      --             492,105
     Purchase of furniture and equipment                                                            (412,388)
                                                                       -----------------      --------------
           Net cash provided by investing activities                              13,947             210,327
                                                                       -----------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issue of shares of common stock                                40,000           1,150,000
     Net proceeds from (payments to) affiliated company                           92,309            (181,396)
     Net proceeds from (payments to) a director                                  134,941            (408,275)
     Payment of obligation under capital leases                                  (12,540)            (48,655)
                                                                       -----------------      --------------
           Net cash provided by financing activities                             254,710             511,674
                                                                       ---------------------- --------------

Effect of exchange rate change on cash                                               (67)                293
Net increase in cash                                                              40,548               5,863
Cash, beginning of period                                                          4,071               3,959
                                                                       ---------------------- --------------
Cash, end of period                                                    $          44,552     $        10,115
                                                                       =====================================

</TABLE>


      See accompanying notes to condensed consolidated financial statements




                                       5
<PAGE>



                        DIGITAL BROADBAND NETWORKS, INC.
          NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (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. (f/k/a Kalan Gold Corporation) and its wholly-owned
subsidiary, Animated Electronic Industries Sdn Bhd ("AEI"), as well as AEI's 86%
owned subsidiary, Perwimas Telecommunications Sdn Bhd ("PTSB"), companies
incorporated in Malaysia. 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, 2000 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 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, 2001, the Company reported a net loss of
$505,551 and at September 30, 2001, has an accumulated deficit of $1,659,423.
The Company has not recognized any significant revenues 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 developing 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.


                                       6
<PAGE>


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

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 multimedia content production
and the roll out of VISIONET. To cope with its expansion in the multimedia
content production business, the Company had, since April 2000, sub-contracted
production work to contractors to focus on marketing its content production
services to gain a larger market share. The Company hopes to commercially launch
VISIONET sometime in the fourth quarter of 2001 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    The Company may consider a private placement of its shares.

o    The Company may also seek to obtain equipment financing.

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.


                                       7
<PAGE>



INCOME (LOSS) PER COMMON SHARE

Income (loss) per common share is calculated by dividing net income (loss) by
the weighted average number of common shares outstanding for the period. Diluted
income (loss) per common share includes the dilution that would occur if
outstanding stock options and other dilutive securities were exercised and is
comparable to the income (loss) per common share the Company has historically
reported. The diluted income (loss) per common share calculation excludes the
effect of stock options when their exercise prices exceed the average market
price over the period.

INTANGIBLE ASSETS

Intangible assets at September 30, 2001 consist of goodwill of $500,597.
Goodwill represents the costs of the Company's investment in PTSB in excess of
the net tangible assets acquired, and is amortized on the straight line method
over five years.

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 nine-month periods ended September 30,
2001 and 2000, therefore, the Company had no tax provision.

ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles 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 July 2001, The Financial Accounting Standards Board (FASB) issued SFAS No.
141, 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 will be prohibited after that date. SFAS No. 142
changes the accounting for goodwill and intangible assets with indefinite lives
from an amortization method to an impairment-only approach and requires
intangible assets with finite lives to be amortized over their useful lives.
Thus, amortization of goodwill and intangible assets with indefinite lives will
cease upon adoption of the statement. SFAS No. 142 is required to be applied in
fiscal years beginning after December 15, 2001. The Company is currently
assessing the impact, if any, that SFAS No. 141 and SFAS No. 142 may have on its
financial condition or results of operations.


                                       8
<PAGE>



RECENTLY ISSUED ACCOUNTING STANDARDS (continued)

In August 2001, the FASB issued SFAS No. 144, Accounting for 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 is
currently assessing the impact, if any, that SFAS No. 144 may have on its
financial condition and results of operations.

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.   SHAREHOLDERS' EQUITY

On May 18, 2001, the Company sold 400,000 shares of its restricted common stock
to a shareholder at $.10 per share. The shares were sold in reliance upon the
exemption provided by Regulation S under the Securities Act of 1933, as amended.

In June 2001, the Company granted options to purchase 750,000 shares (Option
Shares) of the Company's common stock at $.085 per share to a consultant for
services to be provided to the Company. These options are exercisable through
May 2006, contingent upon continuous service by the consultant through specified
dates. On September 30, 2001, the Option Agreement between the Company and the
consultant was terminated. Under the terms of the agreement, 62,500 options were
exercisable by the consultant through December 30, 2001. These options were
valued at $.057 per share based upon the Black-Sholes option pricing model,
resulting in recognition of compensation expense of $3,563 during the period
ended September 30, 2001. The remaining balance of 687,500 Option Shares were
canceled following termination of the agreement.

On November 1, 2001, the Company granted options to purchase 250,000 shares of
the Company's common stock at $.12 per share to a consultant for services to be
provided to the Company. These options are exercisable through October 2006,
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 $.11
per share.



                                       9
<PAGE>



5. RESTATEMENT OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED
SEPTEMBER 30, 2000

Subsequent to the issuance of the Company's September 30, 2000 Form 10QSB filed
November 17, 2000, management became aware that related party receivables
related to normal operations and asset sales were not recorded properly. Due to
the extended period of time without payment from related parties and the
uncertain collectibility, the Company determined that sales to related parties
for normal operations should be recorded as revenue when cash is collected.
Also, the sale of assets to related parties has been recorded under the cost
recovery method. Revenue is to be recognized when the cost of the equipment sold
has been fully recovered. The Company's September 30, 2000 financial statements
have been restated to reflect this accounting change as follows:

                      Nine months ended September 30, 2000
                      ------------------------------------

                                       As previously
                                         reported             As restated
                                      ---------------        --------------

     Total assets                    $     3,565,496    $      4,897,105
     Total liabilities                     1,083,238           1,728,197
     Shareholders' equity                  2,090,178           2,776,829
     Net income applicable to
         common shareholders for
         the three months ended
         September 30, 2000                  264,214             348,450
     Net income applicable to
         common shareholders for
         the nine months ended
         September 30, 2000                   34,003             206,454


6.   SUBSEQUENT EVENT

On November 5, 2001, the Company signed a letter of intent to purchase office
space in Australia for $909,080. The Company intends to lease the space for
rental until it finalizes its plan to relocate its Asian headquarters to
Australia. The purchase is subject to approval by the Company's board of
directors and relevant statutory authorities as necessary under applicable laws,
and subject to the terms of a definitive agreement that is to be executed by
both parties within thirty days from the date of the letter of intent. In the
event the definitive agreement is not executed within this time, either party
may terminate the letter of intent.


                                       10
<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

The Company, formerly known as Kalan Gold Corporation and Knight Natural Gas,
Inc., 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 20, 1999, the Company completed a merger with Animated Electronic
Industries Sdn Bhd ("AEI"), a Malaysian, privately-held company formed October
6, 1988. At closing, AEI's shareholders received approximately 88% or 83,320,000
shares of the outstanding post-merger common stock of the Company in exchange
for their AEI common stock. The transaction has been recorded in 1999 as an
acquisition of Kalan Gold Corporation by AEI, and a recapitalization of AEI.

Digital Broadband Networks, Inc. and subsidiaries (the "Company") provides
network facilities and services for two-way wireless broadband applications that
include distance learning, live news coverage, remote video surveillance,
emergency field services (including tele-medicine) and on site progress
monitoring. Presently, the Company's revenues are primarily derived from the
design, development and production of interactive multimedia websites and
content.

The Company is 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, Perwimas Telecommunications Sdn Bhd ("PTSB"), sometime in
the fourth quarter of 2001. In September 2001, PTSB has also been 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. New applications expected to generate
additional revenue streams include:

-    remote access serving for users of an enterprise;

-    specialized applications that would be expensive to install and maintain by
     an enterprise or individual;

-    a off-premises  local area network that allows mobile users to be connected
     to a common file server; and

-    construction of owned and operated networks for third parties.

In connection with the build out of VISIONET, the Company had 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 an initial
purchase of hardware valued at $250,0000 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.



                                       11
<PAGE>



To complement its business in operating a broadband network, the Company has
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. As a demonstration of its confidence
in the Company, a company associated with CA will also acquire a significant
minority stake in the Company's Malaysian subsidiary, subject to the approval of
relevant regulatory authorities. The Company's subsidiary, PTSB, will also act
as a facilitator and partner in Malaysian and Asian projects jointly identified
with CA.

In September 2001, the Company announced its strategic collaboration with Aptilo
Networks, Sweden, to deploy local mobile networks ("LMN") 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 has been planned for deployment in a major
shopping mall in Kuala Lumpur, Malaysia during Q4 2001. 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 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.

On November 5, 2001, the Company signed a letter of intent to purchase office
space in Australia for $909,080. The Company intends to lease the space for
rental until it finalizes its plan to relocate its Asian headquarters to
Australia sometime in 2002. This acquisition is another step taken by the
Company to move into the regional markets and to reduce dependency on Malaysian
operations. The purchase is subject to approval by the Company's board of
directors and relevant statutory authorities as necessary under applicable laws,
and subject to the terms of a definitive agreement that is to be executed by
both parties within thirty days from the date of the letter of intent. In the
event the definitive agreement is not executed within this time, either party
may terminate the letter of intent.



COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2001 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 2000


REVENUES

Revenues for the three months ended September 30, 2001 totaled $1,338,158
compared to $1,629,043 for the three months ended September 30, 2000, a decrease
of $290,885 or 18%. The decrease in net sales in the three months ended
September 30, 2001 as compared to the three months ended September 30, 2000 was
due to decrease in income received from related parties and lower revenue from
design, development and production of interactive multimedia websites and
content. No single customer accounted for more than 10% of total revenue for the
three months ended September 30, 2001 and 2000.



                                       12
<PAGE>



GROSS PROFIT

Gross profit decreased to $54,606 for the three months ended September 30, 2001,
compared to $114,648 for the three months ended September 30, 2000, a decrease
of $60,042 or 52%. The decrease in gross profit was due to higher cost of
revenues incurred in 2001. Cost of revenue increased as a percentage of revenue
from 93% for the three months ended September 30, 2000 to 96% for the three
months ended September 30, 2001. This increase was a result of the Company
requiring additional external resources in order to fulfill the increased demand
for the Company's non-related party services. Cost of revenues was lower for the
three months ended September 30, 2000 because the outsourcing of content
production work only commenced in April 2000.

SALES AND MARKETING EXPENSES

Sales and marketing expenses increased by $24,876, or 82%, to $55,160 for the
three months ended September 30, 2001 from $30,284 for the three months ended
September 30, 2000. The increase was primarily due to higher 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 $188,227 for the three months ended
September 30, 2001 compared to $214,092 for the three months ended September 30,
2000, a decrease of $25,865 or 12%. The decrease was mainly attributable to
lower general and administrative expenses resulting from reduced management fees
to a company in which the President and Chief Executive Officer of the Company,
has a financial interest. The management fee was charged on the basis of time
spent for the administration and management services provided to the Company.

GAIN ON SALE OF SUBSIDIARIES

During the three months ended September 30, 2000, the Company sold its 51%
equity interest in Vistel (Malaysia) Sdn Bhd for a receivable of $13,418. At the
date of the sale, the Company's portion of the subsidiary's net liabilities over
assets was $475,833. As a result of the sale, the Company recognized a $489,251
gain on disposal of subsidiary.

NET LOSS

The Company recorded a net loss of $182,481 for the three months ended September
30, 2001 compared to a net income of $348,450 for the three months ended
September 30, 2000.


COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2001 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2000


REVENUES

Revenues for the nine months ended September 30, 2001 totaled $3,076,842
compared to $2,840,881 for the nine months ended September 30, 2000, an increase
of $235,961 or 8%. The increase in net sales in the nine months ended September
30, 2001 as compared to the nine months ended September 30, 2000 was mainly due
to an increase in fees earned from the production of multimedia programs. No
single customer accounted for more than 10% of total revenue for the nine months
ended September 30, 2001. For the nine months ended September 30, 2000, one
customer, a related entity, accounted for 11% of total revenue.

                                       13
<PAGE>

GROSS PROFIT

Gross profit decreased to $206,422 for the nine months ended September 30, 2001,
compared to $550,783 for the nine months ended September 30, 2000, a decrease of
$344,361 or 63%. The decrease in gross profit was due to higher cost of revenues
incurred in 2001. Cost of revenues increased by $580,322, or 25%, to $2,870,420
in 2001 from $2,290,098 in 2000. This increase was a result of the Company
requiring additional external resources in order to fulfill the increased demand
for the Company's non-related party 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. Cost of revenues was lower for the
nine months ended September 30, 2000 because the outsourcing of content
production work only commenced in April 2000.

SALES AND MARKETING EXPENSES

Sales and marketing expenses increased by $40,725, or 50%, to $122,475 for the
nine months ended September 30, 2001 from $81,750 for the nine months ended
September 30, 2000. The increase was primarily due to higher 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 $607,443 for the nine months ended
September 30, 2001 compared to $1,207,806 for the nine months ended September
30, 2000, a decrease of $600,363 or 50%. The decrease was mainly attributable to
lower general and administrative expenses resulting from outsourcing of
multimedia content production to contractors, reduction in allowance for
doubtful receivables, legal fees and expenses incurred for the "soft launch" of
VISIONET in September 2000. Lower general and administrative expenses in 2001
were also due to reduced management fees to a company in which the President and
Chief Executive Officer of the Company, has a financial interest. The management
fee was charged on the basis of time spent for the administration and management
services provided to the Company.

GAIN ON SALE OF SUBSIDIARIES

During the nine months ended September 30, 2000, the Company sold its 51% equity
interest in Vistel (Malaysia) Sdn Bhd for a receivable of $13,418. At the date
of the sale, the Company's portion of the subsidiary's net liabilities over
assets was $475,833. As a result of the sale, the Company recognized a $489,251
gain on disposal of subsidiary.

GAIN ON DISPOSAL OF ASSETS - RELATED PARTIES

During the nine months ended September 30, 2000, the Company recognized a
previously deferred gain on disposal of assets of $416,411. The gain was
deferred from 1998 when the company sold a patent to a related party for
$421,521, where the consideration received was an account receivable. The gain
was recognized in 2000 after the Company received full payment from the related
party.

NET LOSS

The Company recorded a net loss of $505,551 for the nine months ended September
30, 2001 compared to a net income of $206,454 for the nine months ended
September 30, 2000.


                                       14
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2001, the Company had cash of $44,552. All operations were
funded from internally generated funds and working capital advanced 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 $228,109 was attributable to the net loss
incurred during the nine months ended September 30, 2001.

Net cash received from investing activities of $13,947 during the nine months
ended September 30, 2001 was primarily due to receipt of proceeds attributable
to sale of a subsidiary in 2000.

Net cash provided by financing activities of $254,710 was primarily from the
issuance of shares of common stock for $40,000 and advances by the principal
shareholder, director and officer of the Company. As of September 30, 2001, the
Company owed Mr. Lim, the Chief Executive Officer, President and a Director of
the Company, $255,362 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, 2001 the amount owed to a company in which Mr. Lim has a financial
interest amounted to $238,238. 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, 2000 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, 2000.

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 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. Such
     funds have been provided by Mr. Lim since the completion of the reverse
     acquisition of the Company by AEI.

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

o    The Company may also seek to obtain equipment financing.

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, 2001, the Company has acquired assets of approximately $1.2 million, in
preparing for the roll out of VISIONET. In addition, the Company has committed
to an initial purchase of hardware valued at $250,000 for the limited commercial
rollout of VISIONET in 2001. 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. The Company will continuously evaluate its
financing requirements and may decide to consider alternative modes of
financing.

                                       15
<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On January 26, 2000, the Company filed a complaint with the Colorado Supreme
Court Office of Attorney Regulation Counsel against David Wagner, who was the
Company's former corporate counsel and who acted in that capacity until July
1999. The Company made 5 general complaints in connection with Mr. Wagner's
actions and omissions taking place while he acted as its corporate counsel.

Following an investigation, including taking statements from the Company and Mr.
Wagner, the Office of Attorney Regulation Counsel informed the Company in
writing of its decision on April 27, 2001. The Attorney Regulation Counsel
determined that the interests of the public will be best protected by requiring
Mr. Wagner to sign a diversion agreement and comply with certain rules and
conditions for one year in order to maintain his license to practice law.

On June 20, 2001, in connection with a suit the Company instituted against
Sanford Altberger, Michael Raisch, David J. Wagner, David Wagner & Associates,
P.C, David Wagner & Associates Defined Benefits Plan, Marion Limited Liability
Company and Veronica Brownell, Case no. 00CV0172, the Arapahoe County District
Court entered its Order directing the Company to set the case for trial or
suffer a dismissal without prejudice. The Order further directed that the
Company file a statement showing good cause in order to avoid dismissal within
30 days from date of the Order.

After considering the action taken by the Attorney Regulation Counsel against
Mr. Wagner, the Company elected not to set a trial date nor file a statement
showing good cause to avoid dismissal. On August 1, 2001, the Arapahoe County
District Court dismissed the case, without prejudice to the Company's rights to
re-file the suit, which rights are subject only to the bars of the applicable
statutes of limitation.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

In June, 2001, pursuant to a retainer agreement between the Company and its
Director of Investor Relations, Mr. Joseph Daley, the Company granted a stock
option to Mr. Daley for 750,000 shares of common stock at $0.085 per share. The
option was exercisable through May 2006, contingent upon continuous service by
the optionee through specified dates and for certain limited time thereafter in
the event of termination of the retainer agreement. On September 30, 2001, the
retainer agreement and option agreement between the Company and Mr. Daley were
terminated. Under the terms of the agreements, 62,500 shares were exercisable by
Mr. Daley through December 30, 2001. These options were valued at $.057 per
share based upon the Black-Sholes option pricing model, resulting in recognition
of compensation expense of $3,563 during the period ended September 30, 2001.
The remaining balance of 687,500 Option Shares were canceled following
termination of the agreements.

On November 1, 2001, the Company granted options to purchase 250,000 shares of
the Company's common stock at $.12 per share to a consultant for services to be
provided to the Company. These options are exercisable through October 2006,
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 $.11
per share.


                                       16
<PAGE>



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 August 17, 2001, the
shareholders adopted and approved an amendment to the Company's Articles of
Incorporation to change the name of the Company to "Digital Broadband Networks,
Inc". Holders of 89,410,846 shares of the Company's common stock voted in favor
of the amendment and no holder voted against it. Holders of 200 shares abstained
from voting.


ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

          None.

     (b) Reports on Form 8-K:

          None.




                                       17
<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 12, 2001              BY: /s/ Patrick Soon-Hock Lim
                                         -------------------------
                                         Patrick Soon-Hock Lim
                                         President & Chief Executive Officer


DATE: November 12, 2001              BY: /s/ Chee Hong Leong
                                         -------------------------
                                         Chee Hong Leong
                                         Chief Financial Officer
                                         (Principal Financial Officer and
                                         Principal Accounting Officer)


                                       18