<PAGE>




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10KSB

[X]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE SECURITIES
            EXCHANGE  ACT  OF  1934
        For  the  fiscal  year  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  No.  0-28535
                       -------

                          CUSTOM BRANDED NETWORKS, INC.
                          -----------------------------
             (Exact name of Registrant as specified in its charter)


          NEVADA                                    91-1975651
-----------------------------------                 ----------------------
(State  or  other  jurisdiction  of                 (I.R.S.  Employer
incorporation  or  organization)                    Identification  Number)

2110  Ft.  Stockton  Dr.
San  Diego,  CA                                     92103
-------------------------------------------         -----
(Address  of  principal executive offices)          (Zip Code)

Registrant's  telephone  number,  including  area  code:     (559)  284-6914
                                                             ---------------

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  none

Securities  registered  pursuant  to  Section  12  (g)  of  the  Act:
50,000,000  common  shares  par  value  $0.001  per  share

Check  whether  the  issuer  (l)  has  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.
[ X ] Yes [  ]  No

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  ]

Revenues  for  the  fiscal  year  ending  June  30,  2002  were  $  3,714.

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to the last reported sale price of such stock as of June 30, 2002
is  $  470,876.

The  number  of  shares  of the issuer's Common Stock outstanding as of June 30,
2002  is  33,872,532.

Transitional  Small Business Disclosure Format (check one):  Yes [   ]  No [ X ]

                                       1

<PAGE>

                                  PART  I

Item  1.  Description  of  Business

Corporate  History

Custom  Branded  Networks,  Inc.  ("CBN", "Custom Branded" or the "Company") was
incorporated  under  the  laws of the state of Nevada on February 2, 1999, under
the  name  of  Aquistar  Ventures  (USA) Inc.  The Company was organized for the
purpose  of  exploring  for  and  ,  if  possible, developing mineral properties
primarily  in  the  province  of  Ontario,  Canada,  through  its  wholly  owned
subsidiary,  Aquistar  Ventures  Inc.  ("Aquistar Canada").  Aquistar Canada was
incorporated  under  the  laws  of  the province of British Columbia, Canada, on
April  13,  1995.

Initial  business  operations  included  the  acquisition  of various options to
search  for  mineral  deposits on certain tracts of real property and to develop
any deposits that had potential for commercial viability.  All such options have
now  lapsed  and  Aquistar  Canada  is  now  a dormant entity as far as business
operations  are  concerned.

On  February  2,  2001,  the Company acquired 100% of the issued and outstanding
capital  stock  of  Custom  Branded  Networks,  Inc.,  a Delaware corporation in
exchange  for 25,000,000 common shares of the Company.  The Company then changed
its  name  to  Custom Branded Networks, Inc.  All current business operations of
the  Company  are  the business operations of Custom Branded Networks, Inc., the
Delaware  corporation  which  is  the  Company's  wholly  owned  subsidiary.

Business  Operations

The  Company provides turnkey private label Internet solutions to businesses and
private  organizations  that  desire  to  affiliate with a customer base via the
Internet.  In  this  way,  Custom  Branded  is  seeking  to  create for itself a
recurring  revenue  stream  through  the  sale  of  subscription-based services.
Custom  Branded  also  sells  the  individual  components  of  its  services  to
established  Internet  Service Providers ("ISP's") at pricing that is profitable
for  both  parties,  including  wholesale  dialup  port  access  and back-office
services  for  ISP's.

CBN's ability to reduce the high costs, delays and risks associated with branded
Internet  services makes CBN a desirable business partner.  Unlike other private
label  Internet  providers, CBN through it proprietary business model is able to
provide  customized  turnkey Internet service to partners who have as few as 100
subscribers.  This  enables  CBN  to  reach  virtually  any  group  thereby
substantially increasing its available pool of customers.  Additionally, CBN has
developed  marketing  tools to assist its partners in generating better services
to  their  subscribers  and  higher  profits  for  the  partner.

CBN  has  its core services in operation and is acquiring customers to establish
that  portion  of  its  business.  Ideally  the  Company is hoping to acquire an
established  leader  in  the

                                       2

<PAGE>


Virtual  Internet Service Provider market space to become the Company's division
for  providing  private  label  services.  CBN  will then evolve into the public
holding  company  with  several wholly owned strategic business units conducting
all  operations.  These  units  will  include:
     -    Private  label  division
     -    UsefulWare  division
     -    Web  development  division
     -    Traditional  ISP  division

To  date,  the  Company  has  signed up one customer but deployment on the ISP's
network  has  not  occurred.

Competition

The e-commerce industry is intensely competitive.  Many persons and entities are
looking  to  the  Internet  for business opportunity, including many ISP's.  CBN
believes  that  it  can compete successfully in this market through its business
structure  of  being  able  to  service  the small as well as the large Internet
provider.

Employees

At  the  present time, Mr. John Platt is the sole officer, director and employee
of  the  Company.

Government  Regulations

Due  to the increasing popularity and use of the Internet, it is possible that a
number  of  laws  and  regulations  may  be adopted with respect to the Internet
generally,  covering  issues  such as user privacy, pricing, and characteristics
and  quality of products and services.  Similarly, the growth and development of
the  market  for  Internet commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business  over  the  Internet.  The adoption of any such laws or regulations may
decrease  the  growth  of commerce over the Internet, increase our cost of doing
business  or  otherwise  have  a harmful effect on our business and out business
partners.

To  date,  governmental  regulations  have  not materially restricted the use or
expansion  of  the  Internet. However, the legal and regulatory environment that
pertains  to the Internet is uncertain and may change. New and existing laws may
cover  issues  that  include:

     -    Sales  and  other  taxes;
     -    User  privacy;
     -    Pricing  controls;
     -    Characteristics  and  quality  of  products  and  services;
     -    Consumer  protection;
     -    Cross-border  commerce;


                                       3

<PAGE>



     -    Libel  and  defamation;
     -    Copyright,  trademark  and  patent  infringement;  and
     -    Other  claims  based  on the nature and content of Internet materials.

We  are  not  aware  of  any  environmental  laws that will be applicable to the
operation  of  our  business.

Research  and  Development  Expenditures

During  the  fiscal  year ended June 30, 2002, we did not incur any  research or
development  expenditures.

Subsidiaries

Custom  Branded Networks, Inc., a Delaware corporation, through which we conduct
our  business  is  a  wholly  owned  subsidiary.  Aquistar  Ventures  Inc.,  a
corporation  formed  under the laws of the province of British Columbia, Canada,
is  a wholly owned subsidiary which from a business standpoint is dormant at the
present  time.

Patents  and  Trademarks

We  do  not own, either legally or beneficially, any patent or trademark.  There
is  little  or  no necessity to have patented technology in order to conduct our
business  over  the Internet.  This fact makes it easier for us to implement our
business model.  It also increases the ease with which potential competition can
enter  our  industry.

Item  2.  Description  of  Property

Property  located  at  2110  Ft.  Stockton  Dr.,  San  Diego, California is made
available to the Company by our president as an accommodation to the Company for
its  current  minimal  operations.  The Company does not have an interest in any
real  property.

Item  3.  Legal  Proceedings

CBN  is  not  a  party  to  any  legal  proceedings.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

There were no matters submitted to a vote of the share holders during the fiscal
year  ended  June  30,  2002.

                                       4

<PAGE>

                                     Part II

Item  5.  Market for Registrant's Common Equity and Related Stockholders Matters

Market  Information

The  common shares of the Company are listed on the OTC Bulletin Board under the
symbol  CBNK.  There  was  no  trading  market  in the stock prior to the fourth
calendar  quarter  of 2000.  Following is the high and low sales prices for each
quarter  beginning  with  the  fourth  calendar quarter of 2000 through June 30,
2002.  The  quotations  reflect  inter-dealer  prices,  without  retail mark-up,
mark-down  or  commission  and  may  not  represent  actual  transactions.

Quarter               High     Low
-------               ----     ---

Oct  -  Dec  2000     2.00     1.25
Jan  -  Mar  2001     1.75     0.75
Apr  -  Jun  2001     0.75     0.32
Jul  -  Sep  2001     0.60     0.07
Oct  -  Dec  2001     0.19     0.03
Jan  -  Mar  2002     0.09     0.03
Apr  -  Jun  2002     0.09     0.03

On  the  date  of this filing, being October 15, 2002, the best bid price of our
common  shares  is  $0.02  and  the  best  ask  price  is  $0.045.

At  June  30,  2002  there  were approximately 52 record holders of CBN's Common
Stock.

CBN  has  not  previously declared or paid any dividends on its common stock and
does  not  anticipate  declaring  any  dividends  in  the  foreseeable  future.

There  are  no  restrictions  in  our  articles  of incorporation or bylaws that
restrict  us from declaring dividends.  The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

     (1)  we  would not be able to pay our debts as they become due in the usual
          course  of  business;  or

     (2)  our  total assets would be less that the sum of our total liabilities.

Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation

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

For the fiscal year ended June 30, 2002, the Company had operational expenses of
$293,822  against revenues of $3,714.  However, to date, we have had no revenues
from


                                       5

<PAGE>


operations.  The  Company has signed up one customer but deployment on the ISP's
network  has  not  occurred.

At  June  30,  2002,  the  Company  had  cash  of $902.  To sustain the business
operations  of  the Company, it is necessary for the Company to raise capital in
the immediate future.  The Company's current plans are to borrow money as needed
to  sustain  the  current  operations of the Company.  If our business prospects
become  more  promising  than  at  the  present  time,  we will attempt to raise
additional  operating  capital  through the sale of equity capital.  Operational
expenses  are  incurred primarily due to the Company's efforts to develop and to
promote  its  products  and  services,  which efforts include internal staffing,
travel  and  other  promotional  expenses.

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

Item  7.  Financial  Statements


                        Index to the Financial Statements
                      As of June 30, 2002 and 2001 and for
           For Each of the Two Years in the Period Ended June 30, 2002
--------------------------------------------------------------------------------

Report  of  Independent  Auditors                                   F-1

Balance  Sheets,  June  30,  2002  and  2001                        F-2

Consolidated  Statements  of  Operations  and  Deficit              F-3

Consolidated  Statement  of  Cash  Flows                            F-4

Consolidated  Statements  of  Shareholders'  Deficiency             F-5
Notes  to  the  Financial  Statements                               F-6

                                       6

<PAGE>












                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)












<PAGE>


                                                           MORGAN
                                                           & COMPANY
                                                           CHARTERED ACCOUNTANTS







                          INDEPENDENT AUDITORS' REPORT




To  the  Shareholders  of
Custom  Branded  Networks,  Inc.
(A  development  stage  company)

We have audited the consolidated balance sheets of Custom Branded Networks, Inc.
(a development stage company) as at June 30, 2002, and 2001 and the consolidated
statements  of  operations and deficit accumulated during the development stage,
cash flows and stockholders' equity for the years then ended. These consolidated
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.

We  conducted  our  audits  in  accordance with United States generally accepted
auditing  standards.  Those  standards require that we plan and perform an audit
to  obtain  reasonable  assurance  whether  the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion, these consolidated financial statements present fairly, in all
material  respects,  the  financial position of the Company as at June 30, 2002,
and  2001  and  the  results  of  its  operations,  cash  flows,  and changes in
stockholders'  equity  for the years then ended in accordance with United States
generally  accepted  accounting  principles.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 1 to
the consolidated financial statements, the Company has suffered recurring losses
and  net  cash  outflows  from  operations since inception.  These factors raise
substantial  doubt  about  the Company's ability to continue as a going concern.
Management's  plans  in  regard  to  these matters are also discussed in Note 1.
These  consolidated  financial  statements  do  not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.

These consolidated financial statements have been restated from those previously
presented  as  explained  in  Note  8.




Vancouver, B.C.                                             /s/ Morgan & Company
September 20, 2002                                         Chartered Accountants



Tel: (604) 687-5841           MEMBER OF            P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075             ACPA        Suite 1488 - 700 West Georgia Street
www.morgan-cas.com         INTERNATIONAL                Vancouver, B.C.  V7Y 1A1

                                 F-1


<PAGE>


                         CUSTOM  BRANDED  NETWORKS,  INC.
                          (A Development Stage Company)

                 CONSOLIDATED BALANCE SHEET (RESTATED - NOTE 8)
                            (Stated in U.S. Dollars)




----------------------------------------------------------------------
                                                      JUNE 30
                                                2002          2001
----------------------------------------------------------------------
                                                            (Restated)
ASSETS

Current
  Cash                                        $       902   $   6,230
  Prepaid expenses and advances                         -      28,384
                                              ------------------------
                                                      902      34,614

Loan Receivable From Shareholder (Note 3)               -      25,000
Capital Assets, net (Note 4)                        1,812       2,414
                                              ------------------------

                                              $     2,714   $  62,028
======================================================================

LIABILITIES

Current
  Accounts payable and accrued liabilities    $   307,860   $ 160,188

Convertible Note Payable, net of discount
 (Note 5)                                         322,803     313,499
                                              ------------------------
                                                  630,663     473,687
                                              ------------------------

STOCKHOLDERS' DEFICIENCY

Share Capital
  Authorized:
    50,000,000 common shares with a
     par value of $0.001 per share at
     June 30, 2002 and 2001

  Issued and outstanding:
    33,872,532 common shares at
     June 30, 2002 and
    32,372,532 common shares
     at June 30, 2001                              15,231      15,231

  Additional paid-in capital                      566,006     456,258

Deficit Accumulated During
 The Development Stage                         (1,209,186)   (883,148)
                                              ------------------------
                                                 (627,949)   (411,659)
                                              ------------------------

                                              $     2,714   $  62,028
======================================================================

                                 F-2
<PAGE>


                        CUSTOM  BRANDED  NETWORKS,  INC.
                        (A  Development  Stage  Company)

                CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
                               (RESTATED - NOTE 8)
                            (Stated in U.S. Dollars)


----------------------------------------------------------------------------
                                                                 INCEPTION
                                                                  JUNE 28
                                            YEAR ENDED            1999 TO
                                              JUNE 30             JUNE 30
                                        2002          2001          2002
----------------------------------------------------------------------------
                                                   (Restated)

Revenue                             $     3,714   $   173,527   $   177,241

Operating Expenses                     (293,822)     (884,776)   (1,344,707)
                                    ----------------------------------------
Loss From Operations                   (290,108)     (711,249)   (1,167,466)

Other Income                                266           455         6,921
Interest Expense                        (36,196)            -       (36,196)
Write Down Of Capital Assets                  -       (12,445)      (12,445)
                                    ----------------------------------------

Net Loss For The Year                  (326,038)     (723,239)  $(1,209,186)
                                                                ============
Accumulated Deficit, Beginning
 Of Year                               (883,148)     (159,909)
                                    --------------------------
Accumulated Deficit, End Of Year    $(1,209,186)  $  (883,148)
==============================================================

Loss Per Share, Basic And Diluted   $     (0.01)  $     (0.01)


==============================================================

Weighted Average Number Of
 Shares Outstanding                  33,745,135    22,508,643
==============================================================

                             F-3
<PAGE>


                       CUSTOM  BRANDED  NETWORKS,  INC.
                       (A  Development  Stage  Company)

            CONSOLIDATED STATEMENT OF CASH FLOWS (RESTATED - NOTE 8)
                            (Stated in U.S. Dollars)


--------------------------------------------------------------------------
                                                                 INCEPTION
                                                                  JUNE 28
                                               YEAR ENDED         1999 TO
                                                 JUNE 30          JUNE 30
                                            2002        2001        2002
--------------------------------------------------------------------------
                                                     (Restated)

Cash Flows From Operating Activities
  Loss for the year                      $(326,038)  $(723,239)  $(1,140,844)

Adjustments To Reconcile Loss To Net
 Cash Used By Operating Activities
  Amortization                                 602         603         1,205
  Amortization of interest                  36,196           -        36,196
  Write down of capital assets                   -      12,445        12,445
  Change in prepaid expenses and
   advances                                 28,384     (27,588)      (28,546)
  Change in accounts payable and
   accrued liabilities                     147,672     135,475       307,860
  Change in deferred revenue                     -    (101,639)            -
                                         ------------------------------------
                                          (113,184)   (703,943)     (811,684)
                                         ------------------------------------

Cash Flows From Investing Activity
  Purchase of capital assets                     -      (1,808)       (1,808)
                                         ------------------------------------

Cash Flows From Financing Activities
  Proceeds from loan payable to
   shareholder                                   -           -        16,097
  Loan receivable from shareholder          25,000     (25,000)      (39,000)
  Issue of common shares                         -           -        18,950
  Convertible note payable                  82,856     734,713       817,569
  Cash acquired on acquisition of
   subsidiary                                    -         778           778
                                         ------------------------------------
                                           107,856     710,491       814,394
                                         ------------------------------------

(Decrease) Increase In Cash                 (5,328)      4,740           902

Cash, Beginning Of Year                      6,230       1,490             -
                                         ------------------------------------

Cash, End Of Year                        $     902   $   6,230   $       902
=============================================================================


SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  FINANCING  AND  INVESTING  ACTIVITIES:

During  the  year  ended  June  30, 2001, a loan payable to a shareholder in the
amount  of  $16,097  was reclassified as a contribution to capital in connection
with  the  Company's  repurchase  of common stock in preparation for the reverse
take-over  transaction.

Effective  February  2,  2001,  the  Company  acquired  100%  of  the issued and
outstanding shares of Custom Branded Networks, Inc. by issuing 25,000,000 common
shares  at  the  fair  value  of  $15,228.

                                     F-4
<PAGE>

<TABLE>
<CAPTION>
                               CUSTOM  BRANDED  NETWORKS,  INC.
                               (A  Development  Stage  Company)

                      CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY
                                     (RESTATED - NOTE 8)

                                        JUNE 30, 2002
                                   (Stated in U.S. Dollars)



                                                                        Deficit
                                                                      Accumulated
                                          Common Stock    Additional  During The
                                     --------------------  Paid-In    Development
                                       Shares     Amount   Capital        Stage      Total
                                     --------------------------------------------------------
<S>                                  <C>          <C>      <C>       <C>           <C>
Issuance of shares to founders            3,465   $     3  $ 18,947  $         -   $  18,950

Net loss for the period                       -         -         -     (159,909)   (159,909)
                                     --------------------------------------------------------

Balance, June 30, 2000                    3,465         3    18,947     (159,909)   (140,959)

Repurchase of common stock by
 consideration of forgiveness
 of loan payable to shareholder          (1,445)        -    16,097            -      16,097
                                     --------------------------------------------------------
                                          2,020         3    35,044     (159,909)   (124,862)
Adjustment to number of shares
 issued and outstanding as a
 result of the reverse take-over
 transaction
  Custom Branded Networks, Inc.          (2,020)        -         -            -           -
  Aquistar Ventures (USA) Inc.       15,463,008         -         -            -           -
                                     --------------------------------------------------------
                                     15,463,008         3    35,044     (159,909)   (124,862)
Shares allotted in connection
 with the acquisition of
 Custom Branded Networks, Inc.       25,000,000    15,228         -            -      15,228

Less: Allotted and not yet issued    (8,090,476)        -         -            -           -

Common stock conversion rights                -         -   421,214            -     421,214

Net loss for the year                         -         -         -     (723,239)   (723,239)
                                     --------------------------------------------------------

Balance, June 30, 2001               32,372,532    15,231   456,258     (883,148)   (411,659)

Additional shares issued in
 connection with the acquisition
 of Custom Branded Networks, Inc.     1,500,000         -         -            -           -
Common stock conversion rights                -         -   109,748            -     109,748
Net loss for the year                         -         -         -     (326,038)   (326,038)
                                     --------------------------------------------------------

Balance, June 30, 2002               33,872,532   $15,231  $566,006  $(1,209,186)  $(627,949)
                                     ========================================================
</TABLE>

                                  F-5
<PAGE>

                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



1.     NATURE  OF  OPERATIONS

Custom  Branded  Networks,  Inc.  (the  "Company")  engages  in  the business of
providing  turnkey  private  label internet services to organizations throughout
the  domestic  United States and Canada.  The Company plans to provide wholesale
internet  access service acting as the internet service provider ("ISP") through
its  relationships  with other ISPs who will provide the service for the Company
and  perform  the  billing  services  directly  to the customer.  Currently, the
Company  has  one  ISP  relationship  in  place  for dial-up modem service.  The
Company also provides the customer set-up, and the branded compact disc with the
customer's  unique  content  and  packaging.  The  Company  is  considered  a
development  stage  company in accordance with Statement of Financial Accounting
Standards  No.  7.  The  Company has not commenced planned principal operations.

i)     Going  Concern

The  Company has generated limited operating revenues and it has used cash in
its
operations  since  its  inception,  thereby  generating  operating losses.  Such
losses  are  due  primarily  to the Company's efforts to develop and promote its
products and services, which efforts include internal staffing, travel and other
promotional  expenses.  The  Company  has  signed  up  certain  customers  but
deployment on the ISP's network has not occurred.  Management expects deployment
to  occur  in  the  near  future.  The  Company  plans  to  continue to focus on
deployment  and  acquiring customers, which will require additional expenditures
for  operating costs. There can be no assurance that the Company will be able to
successfully deploy customers, be successful in raising sufficient funds for its
operations,  or achieve or sustain profitability or positive cash flows from its
operations.  The  Company's  ability to continue as a going concern is dependent
on  its  ability  to  raise  additional  amounts  of  capital.

ii)     Acquisition  of  Custom  Branded  Networks,  Inc.  and  Name  Change

On February 2, 2001, the shareholders of the Company, formerly known as Aquistar
Ventures  (USA)  Inc.  ("Aquistar"), a Nevada corporation, approved an agreement
and  plan  of reorganization (the "reorganization") involving the acquisition of
Custom  Branded  Networks,  Inc. ("Custom Branded"), a Delaware corporation, and
the  change  of  the  name  Aquistar  to  Custom  Branded.

As  a  consequence  of  the  implementation of the reorganization, the following
occurred:

a)   The  Company  acquired all the shares of Custom Branded in exchange for the
     issue  of  25,000,000  shares  of the Company to the former shareholders of
     Custom  Branded.

                                   F-6
<PAGE>

                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



1.     NATURE  OF  OPERATIONS  (Continued)

b)     The  Company  changed  its name from Aquistar to Custom Branded Networks,
Inc.

As  a  result  of  the reorganization, the former shareholders of Custom Branded
hold  61.8%  of  the  outstanding  common  shares  of  the  Company.

iii)     Reverse  Take-Over

Effective  February  2, 2001, Aquistar Ventures (USA) Inc. ("Aquistar") acquired
100%  of  the  issued  and  outstanding  shares of Custom Branded Networks, Inc.
("Custom  Branded")  by issuing 25,000,000 common shares.  Since the transaction
resulted in the former shareholders of Custom Branded owning the majority of the
issued  shares  of Aquistar, the transaction, which is referred to as a "reverse
take-over", has been treated for accounting purposes as an acquisition by Custom
Branded  of  the  net  assets  and liabilities of Aquistar.  Under this purchase
method  of  accounting,  the  results  of operations of Aquistar are included in
these  financial  statements  from  February  2,  2001.

Control  of  the net assets of Aquistar was acquired for the total consideration
of  $15,228  representing  the  fair  value  of  the assets of Aquistar.  Custom
Branded is deemed to be the purchaser for accounting purposes.  Accordingly, its
net  assets  are  included  in  the  balance  sheet at their previously recorded
values.


2.     SIGNIFICANT  ACCOUNTING  POLICIES

The  consolidated  financial  statements  of  the  Company have been prepared in
accordance  with  generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future  events, the preparation of financial statements for a period necessarily
involves  the  use  of  estimates  which  have been made using careful judgment.

The  financial  statements have, in management's opinion, been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant  accounting  policies  summarized  below:

a)     Consolidation

These  financial  statements  include  the  accounts  of  the  Company  and  its
wholly-owned  subsidiary,  Custom Branded Networks, Inc. (a Nevada corporation).

                                    F-7
<PAGE>

                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

b)     Use  of  Estimates

The  preparation  of  financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements,  and the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  management's best
estimates  as  additional  information  becomes  available  in  the  future.

c)     Capital  Assets

Capital  assets  are  recorded at cost and are amortized at the following rates:

          Office equipment  -  20%  declining  balance  basis
          Computer equipment  -  3  years  straight  line  basis

d)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for Income Taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability  approach for financial accounting and reporting on income
taxes.  If it is more likely than not that some portion of all of a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.

e)     Revenue  Recognition

Revenues  will  consist  of recurring monthly fees from internet access and from
set-up  fees.  Subscriber contract terms vary by customer, although, the monthly
internet  access  fees  are generally paid by the subscriber at the beginning of
the  month.  Subscribers  canceling service are not entitled to receive funds of
the monthly access fee per the service contract, unless it is prepaid for future
periods.  Revenues  for  monthly  internet access fees are earned and recognized
when  received  for  the current month.  Internet access fees prepaid for future
months  are  deferred  until  the  beginning of the service month.  Revenues for
set-up  fees  are  recognized  once the customer is deployed and internet access
service  is  active.  Customers  are  entitled  to  refunds  of  set-up  fees if
deployment  does  not  occur.

f)     Financial  Instruments

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

                                    F-8
<PAGE>

                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

f)     Financial  Instruments  (Continued)

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

g)     Loss  Per  Share

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

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

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

i)     New  Accounting  Pronouncements

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

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

                                  F-9
<PAGE>

                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.      SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

i)     New  Accounting  Pronouncements  (Continued)

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


3.     LOAN  RECEIVABLE  FROM  SHAREHOLDER

The  loan  receivable  was due from a shareholder with interest at 3% per annum,
due  on  December  18,  2004.


4.     CAPITAL  ASSETS

                                      2002                      2001
                       ------------------------------------  ---------
                                   Accumulated     Net Book   Net Book
                          Cost     Depreciation      Value      Value
                       -----------------------------------------------
Computer equipment     $  1,808     $  1,205      $    603   $  1,205
Office equipment          3,380        2,171         1,209      1,209
                       -----------------------------------------------
                       $  5,188     $  3,376      $  1,812   $  2,414




5.     CONVERTIBLE  NOTE  PAYABLE

On  January 31, 2002, the Company executed $1,000,000 aggregate principal amount
of  convertible  notes  due  not  earlier than January 31, 2009. The Company has
received  $817,569  in  advances  through  to  June  30, 2002. The notes bear no
interest  until the maturity date, and interest at 5% per annum on any remaining
principal  balance  after  the  maturity date. The notes are convertible, at the
option  of  the  holder,  at any time on or prior to maturity into shares of the
Company's  common  stock  at  a  conversion  price  of $0.05 per share, and each
converted  share includes a warrant to purchase an additional common stock share
at  an  exercise price of $0.05 per share.  The warrants expire three years from
the  grant  day.
                                     F-10

<PAGE>

                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



5.     CONVERTIBLE  NOTE  PAYABLE  (Continued)

Because the market interest rate on similar types of notes was approximately 14%
per  annum the day the notes were issued, the Company has recorded a discount of
$520,962  related  to  the  beneficial  conversion feature. The discount will be
amortized  as interest expense over the life of the convertible notes, or sooner
upon  conversion.  During  fiscal 2002, the Company recorded interest expense of
$36,196.


6.     INCOME  TAXES

No  provision  for income taxes has been recorded as the Company has incurred an
operating  loss  from  the commencement of operations through June 30, 2002.  At
June  30,  2002,  the Company has a net operating loss carryforward available to
offset  future  taxable income for federal and California income tax purposes of
approximately $1,346,000.  These carryforwards will expire in the years 2021 and
2009,  respectively.  Deferred  tax  assets  total  approximately  $484,000  and
represent  the  effects  of these net operating loss carryforwards.  The Company
has  provided a valuation allowance to offset all deferred tax assets due to the
uncertainty  of  realization.


7.     RELATED  PARTY  TRANSACTIONS

During  the  years  indicated,  the  Company incurred the following amounts with
shareholders,  officers  and  directors,  and  with  a  related  company:


                            2002         2001
                         ---------------------

Legal fees               $      -     $100,000
                         =====================

Rent                     $ 16,200     $ 46,800
                         =====================

Consulting fees          $ 30,000     $ 75,000
                         =====================

Wages                    $139,693     $180,000
                         =====================


8.     PRIOR  PERIOD  ADJUSTMENT

During  the  year  ended  June 30, 2002, the Company adjusted its accounting for
convertible  notes.  The  notes  bear  no interest until maturity date.  Amounts
advanced up to June 30, 2002 have been restated to record a discount of $421,214
related  to  the  beneficial  conversion  feature  of  the  note, using a market
interest  rate  of  14%  per  annum.

                                     F-11
<PAGE>

                          CUSTOM BRANDED NETWORKS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



8.     PRIOR  PERIOD  ADJUSTMENT  (Continued)

The  following  summarizes  the  effects  of  the  restatement:


                                    AS
                                PREVIOUSLY       AS
                                PRESENTED     RESTATED
                                   2001         2001
                                ----------------------

Convertible note payable         $734,713    $313,499

Additional paid in capital         35,044     456,258



There  was  no  effect  on net loss for the year and loss per share for the year
ended  June  30,  2001.

                                   F-12



<PAGE>


Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosure

We  have  had  no  disagreements with our accountants on accounting or financial
disclosures.


                                    PART III

Item  9.  Directors  and  Executive  Officers  of  the  Registrant

The following table sets forth the names, ages, and  positions with CBN for each
of  the  directors  and  officers  of  CBN.

Name                    Age          Position  (1)               Since
--------               -------       -------------               -----
John  Platt             42           Chairman, CEO and           2001
                                     Director

(1)     All  executive  officers are elected by the Board and hold office until
        the  next  Annual  Meeting  of shareholders  and until their successors
        are elected  and  agree  to  serve.

         Mr.  Platt  has been chairman  and CEO of  CBN since the acquisition of
Custom  Branded  Networks,  Inc.,  a  Delaware  corporation  ("Custom  Branded
Delaware"),  on  February 2, 2001.  Mr. Platt had been the CEO of Custom Branded
Delaware since its inception in 1997.  From 1995 through 1997, Mr. Platt was the
director  or marketing and sales of Internet Services and Technology 1999.  From
1991 through 1993, he was the national sales manager of Home Watch, a subsidiary
of  AT&T.  From  1985  through  1991,  he  was  a  Vice  President  at  American
Contractors,  a  defense  contractor.

Section  16(A)  Beneficial  Ownership  Reporting  Compliance

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  Section  16(a) of the Exchange Act during the most recent
fiscal  year:



                                                                 Known Failures
                                    Number       Transactions    To File
                                    Of Late      Not Timely      a Required
Name and Princeton Position         Report       Reported        Form

--------------------------------------------------------------------------------
John  Platt,  Chairman                 0             0             1


                                       7

<PAGE>

Item  10.  Executive  Compensation

The  following  table  sets forth certain information as to our sole officer and
director.

                        Annual Compensation Table
--------------------------------------------------------------------------------
                          Annual Compensation      Long Term Compensation
                       -------------------------   -----------------------
                                           Other                            All
                                           Annual                          Other
                                           Com-                             Com-
                                           pen-   Restricted                pen-
                   Fiscal                  sa-    Stock  Options/   LTIP    sa-
Name     Title     Year     Salary   Bonus tion   Awarded SARs(#) payouts($)tion
----   ----------  -------- -------- ----- ------ ------- ------- --------- ----
John   CEO,        2000-2001 $20,000     0      0       0       0         0    0
Platt  Chairman    2001-2002 $0.00       0      0       0       0         0    0
       and
       Director

CBN has entered into  an employment  arrangement with Mr. Platt wherein he is to
receive  salary  of $10,000 per month if and when the Company has the ability to
pay  such  salary.

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

The  following  table  provides  the beneficial ownership of our common stock by
each  person  known  by  us to beneficially own more than 5% of our common stock
outstanding  as  of  June 30, 2002 and by the officers and directors of CBN as a
group.  Except  as  otherwise  indicated,  all  shares  are  owned  directly.


                                       Common                Percent of
Name  and  Address                     Shares                Class

John  Platt  (1)                      1,654,000              5.1%
535  Chesterfield  Circle
San  Marcos,  CA  92069

Right  Mind  LLC                      8,270,000             25.5%
535  Chesterfield  Circle
San  Marcos,  CA  92069

All  Executive  officers  and
   Directors  as  a  Group  (one)     1,654,000              5.1%


(1)   The  shares attributed to Mr. Platt are held by Right Mind LLC, an entity
in  which  Mr.  Platt  has  a  20%  beneficial  interest.

                                       8

<PAGE>

Item  12.  Certain  Relationships  and  Related  Transactions

The  law  firm  of Catanese and Wells has provided legal services to the Company
for  which  it has been compensated by the Company in cash and stock valued at a
total of approximately $125,000.  At the time the work was done, Mr. T. Randolph
Catanese,  a  principal  in  the  law  firm  was also a director of the Company.

Effective  January  31,  2002,  the  Company,  restructured  its  debt  with OTC
Investments,  Ltd.  ("OTC  Investments")  at  1710-1177  West  Hastings  Street,
Vancouver,  B.C.  V6E 2L3.  The restructuring was necessary to obtain additional
financing  from  OTC  Investments to stabilize the current financial position of
the  Company.  The Company issued two convertible promissory notes (the "Notes")
to  OTC  Investments.  Each of the Notes is in the face amount of $500,000.  One
of  the  Notes,  however,  is  structured  as  a  line  of  credit against which
approximately $300,000 has been drawn at the present time.  The Notes replaced a
convertible  note  then  held by OTC Investments in the face amount of $750,000.
The Notes also documented additional financing that OTC Investments had extended
to  the  Company  over  the  $750,000  amount.  The  restructuring  allows  OTC
Investments  to  extend  additional financing to the Company at OTC Investment's
discretion until a total of $1,000,000, or the full face amount of both of Notes
is  reached.  At OTC Investment's option, the Notes, or any portion thereof, are
convertible  into  common  shares  of  the  Company  at the rate of $0.05 of the
principal  balance  of the Notes per common share.  The conversion rate of $0.05
is not altered by any reverse split of the common shares or any recapitalization
or  other roll back of the equity capital of the Company.  At June 30, 2002, the
total  advances  received  on  the  Notes  totaled  in  the  aggregate $817,569.

                                     PART IV

Item  13.  Exhibits  and  Reports  on  Form  8-K

(a)  Reports  on  Form  8-K

None

(b)  Exhibits
     3.1.     Articles  of  Incorporation  (1)
     3.2.     By-laws  (1)
     21.1     Subsidiaries  (2)
     99.1     Certification  of  Chief  Executive  Officer  and  Chief Financial
              Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
              Section  906  of the  Sarbanes-Oxley  Act  of  2002

(1)     Previously  filed  as  an exhibit to the Form 10SB on December 17, 1999.
(2)     As  filed  with  Form  10-KSB  for  the fiscal year ended June 30, 2001.

                                       9

<PAGE>

                                   SIGNATURES


In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


CUSTOM  BRANDED  NETWORKS,  INC.


By:  /s/ JOHN PLATT
     ___________________________________
     JOHN PLATT, President and Chief Executive  Officer
     Director
     Date:     October  15,  2002


In  accordance  with  the  Securities  Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and  on  the  dates  indicated.



By:  /s/ JOHN PLATT
     ___________________________________
     JOHN  PLATT,  President  and  Chief  Executive  Officer
     Secretary  and  Treasurer  and  Sole  Director
     (Principal  Executive  Officer)
     (Principal  Financial  Officer)
     (Principal  Accounting  Officer)
     (Director)
     Date:     October  15,  2002



                                       10


<PAGE>

                                 CERTIFICATIONS

I,  JOHN  PLATT,  President,  Secretary,  Treasurer, Chief Executive Officer and
Chief  Financial  Officer  certify  that;

A    I  have  reviewed  this  annual  report  on  Form10-KSB  of  Custom Branded
     Networks,  Inc.;

B    Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

C    Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;



Date:   October  15,  2002

/s/ JOHN PLATT
___________________________________
(Signature)
President,  Secretary,  Treasurer
Chief  Executive  Officer
Chief  Financial  Officer



                                       11