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,  2004
                                       ---------------

[  ]    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)

821  E.  29TH
NORTH  VANCOUVER,  B.C.                                    V7K  1B6
-----------------------                                    --------
(Address  of  principal executive offices)                 (Zip Code)

Registrant's  telephone  number,  including  area  code:     (604)  904-6949
                                                             ---------------

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,  2004  were  $  0.

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 October 13,
2004 is  $  529,337.

The  number  of  shares  of the issuer's Common Stock outstanding as of June 30,
2004  is  38,372,532.

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.

The Company was then in the business of providing turnkey private label Internet
solutions  to businesses and private organizations that desire to affiliate with
a  customer  base  via  the Internet.  In  this  way, the  Company has sought to
create  for  itself  a  recurring  revenue  stream  through  the  sale  of
subscription-based  services.  The  Company  also  attempted  to sell individual
components of its services to established Internet  Service  Providers ("ISP's")
at pricing that  would  be  profitable  for  both  parties, including  wholesale
dialup  port  access  and  back-office  services  for  ISP's.

However, even though the business plan of the Company called for the Company  to
provide  turnkey  private  label  Internet  solutions  to businesses and private
organizations  that  desired to affiliate with a customer base via the Internet,
the  business  did not developed as rapidly as we had originally anticipated. We
succeeded in signing up one customer and the deployment of the Internet services
for  this  customer  never occurred.  It now appears that we will not be able to
develop this  business plan to commercial viability.

Mr.  John  Platt,  our  former  CEO, left the employ of the Company in December,
2002.    Since  that  time,  we  have  not  had an officer, director or employee
experienced in the

                                       2

<PAGE>

private label Internet business.  Since that time we have not
been able to pursue our business plan and will not be able to unless the Company
acquires  new  personnel  with  expertise  in  this  area.

New  Developments

On May 9, 2003, the Company acquired the rights to six mineral titles within the
Turquoise  Hill  area  of  the South Gobi Region of Mongolia.   The Company paid
$50,000 toward the acquisition of the mineral titles and issued 5,000,000 shares
of  common stock of the Company to complete the transaction.  The shares will be
delivered  at  such  time  as  legal  title  to the mineral titles is delivered.
Therefore,  the  Company  is  waiting  for  the  vendor  to make necessary legal
arrangements  to  be  able to transfer title to the properties before delivering
 the  common  shares.

It is the intention of management to commence geological and geophysical testing
immediately  upon receipt of legal title to the mineral properties, with primary
focus  on  pursuing  and  identifying any mineral occurrences within the project
areas.

Employees

At  the  present  time,  Mr.  Paul  G.  Carter is the sole officer, director and
employee  of  the  Company.

Government  Regulations

                                       3
<PAGE>

With  respect to our possible mining operations in Mongolia, the Company will be
subject  to the mining laws and regulations of Mongolia as well as business laws
of  Mongolia  generally.  Because  Mongolia is just beginning to develop many of
its natural resources in a more free economy, it is uncertain how these business
regulations  will  effect  potential  mining  operations  of the Company.  It is
likely  that  potential future dealings with this foreign government could prove
to  be  very  challenging.

Research  and  Development  Expenditures

During  the  fiscal  year ended June 30, 2004, we did not incur any  research or
development  expenditures.

Subsidiaries

Custom  Branded  Networks,  Inc.,  a Delaware corporation, through which we have
conducted our Internet 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.  From a business standpoint, both
subsidiaries are dormant at  the  present  time.

Patents  and  Trademarks

We  do  not own, either legally or beneficially, any patent or trademark.

ITEM  2.  DESCRIPTION  OF  PROPERTY

Property  located  at  821 E. 29th, North Vancouver, British Columbia, Canada 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,  2004.

                                        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.OB.  Following is the high and  low  sales prices  for  each quarter
beginning  with  the  third calendar quarter of 2002 through June 30, 2004.  The
quotations  reflect  inter-dealer  prices,  without retail mark-up, mark-down or
commission  and  may  not  represent  actual  transactions.
<TABLE>
<CAPTION>



Quarter         High    Low
--------------  -----  -----
<S>             <C>    <C>

Jul - Sep 2002   0.04   0.005
Oct - Dec 2002   0.031  0.01
Jan - Mar 2003   0.09   0.009
Apr - Jun 2003   0.09   0.025
Jul - Sep 2003   0.05   0.01
Oct - Dec 2003   0.05   0.02
Jan - Mar 2004   0.05   0.02
Apr - Jun 2004   0.02   0.02
</TABLE>

On  the date of this filing, being October 13, 2004, the best bid price of our
common  shares  is  $0.017  and  the  best  ask  price  is  $0.020.

At  June  30,  2004  there  were approximately 60 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:
---------------------

At  June  30,  2004,  the  Company  had cash  of $0.00.  To sustain the business
operations  of  the  Company,  the  Company must obtain additional capital.  The
Company's  current  plans

                                  5

<PAGE>

are  to  borrow  money  as  needed to sustain current
operations.  Since  inception,  the  Company  has  executed  $1,000,000  in  the
aggregate  principal  amount  of  convertible  notes.  The  Company has received
$892,119 in advances against the notes through June 30, 2004.  The Company hopes
to obtain additional advances against the notes in order to sustain the business
operations of the Company.  However, the holder of the notes is not obligated to
fund  the  notes  further  and  may  not be willing to do so, in which event the
Company  will  need  to  obtain  funding  from  some  other  source.

During the fiscal year ended June 30, 2004, we incurred expenses of  $95,430.00.
This is down $46,803 from the $142,233.00 in expenses incurred during the fiscal
year ended June 30, 2003.  However, during the fiscal year ended  June 30, 2003,
$50,000.00 was a payment toward the
acquisition  of  six mineral properties in Mongolia.  The decision by management
to  acquire  these  properties  is  a  departure  from  the pursuit of continued
development  of  the  business  plan  of the Company to provide certain Internet
solutions  to  businesses  and  private  organizations.  It  is the intention of
management to pursue avenues that will allow the Company to begin to investigate
the  potential  for  developing  the mineral properties.  This is our current
business  plan, to focus on the acquisition and development of mineral interests
during  the  next  12  months  and  beyond.

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.

                                     6

<PAGE>


ITEM  7.  FINANCIAL  STATEMENTS


                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)


                        CONSOLIDATED FINANCIAL STATEMENTS


                             JUNE 30, 2004 AND 2003
                            (STATED IN U.S. DOLLARS)

                                      F-1

<PAGE>

                                                           MORGAN
                                                           & COMPANY

                          INDEPENDENT AUDITORS' REPORT




To  the  Shareholders  of
Custom  Branded  Networks,  Inc.
(An  exploration  stage  company)


We have audited the consolidated balance sheets of Custom Branded Networks, Inc.
(an  exploration  stage  company)  as  at  June  30,  2004  and  2003,  and  the
consolidated  statements  of operations, cash flows and stockholders' deficiency
for  the years then ended, and for the period from inception on June 28, 1999 to
June  30,  2004.  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 the standards of the Public Company
Accounting  Oversight  Board  (United  States).  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, 2004 and
2003,  and  the  results  of  its  operations,  cash  flows,  and  changes  in
stockholders'  deficiency  for  the  years  then  ended, and for the period from
inception  on  June  28,  1999 to June 30, 2004 in conformity 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.


Vancouver, Canada	                                    /s/ Morgan & Company

September 27, 2004                                     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-2

<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS
                            (STATED IN U.S. DOLLARS)


<TABLE>
<CAPTION>
                                                               JUNE  30
                                                          2004          2003
                                                      ------------  ------------
<S>                                                   <C>           <C>

ASSETS

CURRENT
Cash . . . . . . . . . . . . . . . . . . . . . . . .  $         -   $       894

EQUIPMENT, net . . . . . . . . . . . . . . . . . . .          774           967
                                                      -------------------------
                                                      $       774   $     1,861
===============================================================================
LIABILITIES

CURRENT
Accounts payable and accrued liabilities . . . . . .  $   323,663   $   316,398

CONVERTIBLE NOTE PAYABLE, net of discount (Note 3) .      449,306       388,029
                                                      -------------------------
                                                          772,969       704,427
                                                      -------------------------
STOCKHOLDERS' DEFICIENCY

SHARE CAPITAL
Authorized:
50,000,000 common shares with a par value of $0.001
   per share at June 30, 2004 and 2003

Issued and outstanding:

38,372,532 common shares at June 30, 2004 and 2003 .       38,373        38,373

Additional paid-in capital . . . . . . . . . . . . .      636,281       632,980

DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE . .   (1,446,849)   (1,351,419)

OTHER. . . . . . . . . . . . . . . . . . . . . . . .            -       (22,500)
                                                      --------------------------
                                                         (772,195)     (702,566)
                                                      --------------------------

                                                      $       774   $     1,861
===============================================================================
</TABLE>

                                         F-3

<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            (STATED IN U.S. DOLLARS)


<TABLE><CAPTION>


                                                        INCEPTION
                                                         JUNE 28
                                  YEARS ENDED            1999 TO
                                    JUNE 30              JUNE 30
                               2004          2003          2004
------------------------------------------------------------------
<S>                        <C>           <C>           <C>

REVENUE . . . . . . . . .  $         -   $         -   $   184,162
                           ---------------------------------------
EXPENSES
Administrative expenses .       39,574        47,041     1,431,322
Interest expense. . . . .       55,856        45,192       137,244
Mineral property payment.            -        50,000        50,000
Write down of equipment .            -             -        12,445
                           ---------------------------------------
                               (95,430)      142,233     1,631,011
                           ---------------------------------------
NET LOSS FOR THE YEAR . .  $   (95,430)  $  (142,233)  $(1,446,849)
==================================================================

NET LOSS PER SHARE, BASIC
   AND DILUTED. . . . . .  $     (0.01)  $     (0.01)
====================================================



WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING,
   Basic and diluted. . .   38,372,532    36,030,066
====================================================
</TABLE>

                                      F-4


<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (STATED IN U.S. DOLLARS)


<TABLE>
<CAPTION>


                                                           INCEPTION
                                                            JUNE 28
                                        YEARS ENDED         1999 TO
                                          JUNE 30           JUNE 30
                                     2004        2003         2004
----------------------------------------------------------------------
<S>                                <C>        <C>         <C>
OPERATING ACTIVITIES
Loss for the year . . . . . . . .  $(95,430)  $(142,233)  $(1,446,849)

ADJUSTMENTS TO RECONCILE LOSS
   TO NET CASH USED BY OPERATING
   ACTIVITIES
Shares issued for other than cash    22,500      22,500        45,000
Amortization. . . . . . . . . . .       193         845         3,039
Amortization of interest. . . . .    55,178      45,192       136,566
Write down of equipment . . . . .         -           -        12,445
Change in accounts payable and
   accrued liabilities. . . . . .     7,265       8,538       323,663
                                   -----------------------------------
                                    (10,294)    (65,158)     (926,136)
                                   -----------------------------------
INVESTING ACTIVITY
Purchase of equipment . . . . . .         -           -        (1,808)
                                   -----------------------------------
FINANCING ACTIVITIES
Proceeds from loan payable to
   shareholder. . . . . . . . . .         -           -        16,097
Issue of common shares. . . . . .         -           -        18,950
Note payable advances . . . . . .     9,400      65,150       892,119
Cash acquired on acquisition
   of subsidiary. . . . . . . . .         -           -           778
                                   -----------------------------------
                                      9,400      65,150       927,944
                                   -----------------------------------
DECREASE IN CASH. . . . . . . . .      (894)         (8)            -

CASH, BEGINNING OF YEAR . . . . .       894         902             -
                                   -----------------------------------
CASH, END OF YEAR . . . . . . . .  $      -   $     894   $         -
======================================================================
</TABLE>




SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  FINANCING  AND  INVESTING  ACTIVITIES:

During  the year ended June 30, 2003, the Company issued 4,500,000 common shares
for  consulting  services  at  a  fair  value  of  $45,000.

                                      F-5
<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

               CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY

             PERIOD FROM INCEPTION ON JUNE 28, 1999 TO JUNE 30, 2004
                            (STATED IN U.S. DOLLARS)


<TABLE>
<CAPTION>


                                                                        DEFICIT
                                                                      ACCUMULATED
                                                   ADDITIONAL          DURING THE
                                 COMMON STOCK       PAID-IN           EXPLORATION
                              SHARES      AMOUNT    CAPITAL   OTHER      STAGE        TOTAL
                            ------------------------------------------------------------------
<S>                         <C>          <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)       (1)    16,098        -            -      16,097
                            ------------------------------------------------------------------
                                 2,020         2     35,045        -     (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)       (2)         2        -            -           -
Aquistar Ventures
  (USA) Inc. . . . . . . .  15,463,008    15,463    (15,463)       -            -           -
                            ------------------------------------------------------------------
                            15,463,008    15,463     19,584        -     (159,909)   (124,862)
Shares allotted in
  connection with the
  acquisition of Custom
  Branded Networks, Inc. .  25,000,000    25,000     (9,772)       -            -      15,228
Less: Allotted and not
  yet issued . . . . . . .  (8,090,476)   (8,090)     8,090        -            -           -
Common stock
  conversion rights. . . .           -         -    421,214        -            -     421,214
Net loss for the year. . .           -         -          -        -     (723,239)   (723,239)
                            ------------------------------------------------------------------
Balance, June 30, 2001 . .  32,372,532    32,373    439,116        -     (883,148)   (411,659)

Additional shares issued
  in connection with the
  acquisition of Custom
   Branded Networks, Inc..   1,500,000     1,500     (1,500)       -            -           -
Common stock
  conversion rights. . . .           -         -    109,748        -            -     109,748
Net loss for the year. . .           -         -          -        -     (326,038)   (326,038)
                            ------------------------------------------------------------------
Balance, June 30, 2002 . .  33,872,532    33,873    547,364        -   (1,209,186)   (627,949)
</TABLE>

                                           F-6


<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

         CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY (CONTINUED)

             PERIOD FROM INCEPTION ON JUNE 28, 1999 TO JUNE 30, 2004
                            (STATED IN U.S. DOLLARS)


<TABLE>
<CAPTION>


                                                                      DEFICIT
                                                                    ACCUMULATED
                                              ADDITIONAL            DURING THE
COMMON STOCK     PAID-IN              EXPLORATION
                            SHARES    AMOUNT   CAPITAL     OTHER       STAGE        TOTAL
                          ------------------------------------------------------------------
<S>                       <C>         <C>      <C>       <C>        <C>           <C>
Balance, June 30, 2002 .  33,872,532  $33,873  $547,364  $      -   $(1,209,186)  $(627,949)

Issue of common stock
   for deferred
  compensation expense .   4,500,000    4,500    40,500   (45,000)            -           -
Amortization of deferred
   compensation. . . . .           -        -         -    22,500             -      22,500
Common stock conversion
   rights. . . . . . . .           -        -    45,116         -             -      45,116
Net loss for the year. .           -        -         -         -      (142,233)   (142,233)
                          ------------------------------------------------------------------
Balance, June 30, 2003 .  38,372,532   38,373   632,980   (22,500)   (1,351,419)   (702,566)

Amortization of deferred
   compensation. . . . .           -        -         -    22,500             -      22,500
Common stock
   conversion rights . .           -        -     3,301         -             -       3,301
Net loss for the year. .           -        -         -         -       (95,430)    (95,430)
                          ------------------------------------------------------------------
Balance, June 30, 2004 .  38,372,532  $38,373  $636,281  $      -   $(1,446,849)  $(772,195)
                          ==================================================================
</TABLE>
                                               F-7


<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2004 AND 2003
                            (STATED IN U.S. DOLLARS)



1.     NATURE  OF  OPERATIONS  AND  GOING  CONCERN

Custom  Branded  Networks,  Inc.  (the  "Company") was previously engaged in the
business  of  providing turnkey private label internet services to organizations
throughout  the  domestic  United States and Canada.  During the year ended June
30,  2003,  the  Company  became  an  exploration  staged company engaged in the
acquisition  and  exploration  of mineral claims.  Upon location of a commercial
minable  reserve,  the  Company  expects  to  actively  prepare the site for its
extraction  and  enter  a  development  stage.

Going  Concern

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss  of  $1,446,849  since inception, and has no sales.  The future of the
Company  is  dependent  upon  its  ability  to  obtain financing and upon future
profitable  operations  from  the development of its mineral claims.  Management
has  plans  to  seek  additional  capital through a private placement and public
offering  of  its  common  stock.  The  financial  statements do not include any
adjustments  relating  to  the  recoverability  and  classification  of recorded
assets,  or  the  amounts  of  and  classification  of liabilities that might be
necessary  in  the  event  the  Company  cannot  continue  in  existence.


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 (a Delaware
corporation)  and  its wholly-owned subsidiary, Custom Branded Networks, Inc. (a
Nevada  corporation).

                                      F-8

<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2004 AND 2003
                            (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)     Equipment

Equipment is recorded at cost and is amortized over its useful life at a rate of
20%  on  a  declining  balance  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)     Mineral  Claim  Payments  and  Exploration  Costs

The  Company  expenses  all  costs  related  to the acquisition, maintenance and
exploration  of  mineral claims in which it has secured exploration rights prior
to  establishment of proven and probable reserves.  To date, the Company has not
established  the commercial feasibility of its exploration prospects, therefore,
all  costs  are  being  expensed.

f)     Financial  Instruments

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

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.

                                     F-9

<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2004 AND 2003
                            (STATED IN U.S. DOLLARS)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

g)     Stock  Based  Compensation

The  Company  measures  compensation cost for stock based compensation using the
intrinsic  value  method  of accounting as prescribed by A.P.B. Opinion No. 25 -
"Accounting  for  Stock  Issued  to  Employees".  The  Company has adopted those
provisions  of Statement of Financial Accounting Standards No. 123 - "Accounting
for  Stock Based Compensation", which require disclosure of the pro-forma effect
on  net  earnings  and  earnings  per  share  as  if  compensation cost had been
recognized  based upon the estimated fair value at the date of grant for options
awarded.

The  Company  has  not granted any stock options during the years ended June 30,
2004  and  2003.

h)     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  dilutive 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.

i)     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.

                                     F-10


<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2004 AND 2003
                            (STATED IN U.S. DOLLARS)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

j)     New  Accounting  Pronouncements

In May 2003, the Financial Accounting Standards Board (FASB) issued Statement of
Financial  Accounting  Standards  (SFAS)  No.  150  -  "Accounting  for  Certain
Financial  Instruments  with  Characteristics  of  Both Liabilities and Equity".
SFAS  No.  150  establishes  standards for how an issuer classifies and measures
certain  financial  instruments  with  characteristics  of  both liabilities and
equity.  It  requires  that  an  issuer  classify a financial instrument that is
within  its  scope  as  a  liability  (or  an asset in some circumstances).  The
requirements of SFAS No. 150 apply to issuers' classification and measurement of
freestanding  financial instruments, including those that comprise more than one
option  or  forward  contract.  SFAS No. 150 does not apply to features that are
embedded  in  a  financial  instrument that is not a derivative in its entirety.
SFAS  No.  150  is  effective for financial instruments entered into or modified
after  May  31,  2003,  and otherwise is effective at the beginning of the first
interim  period beginning after June 15, 2003, except for mandatorily redeemable


financial  instruments  of  non-public  entities.  It  is  to  be implemented by
reporting  the  cumulative  effect  of  a  change in an accounting principle for
financial instruments created before the issuance date of SFAS No. 150 and still
existing at the beginning of the interim period of adoption.  Restatement is not
permitted.  The  adoption of this standard did not have a material effect on the
Company's  results  of  operations  or  financial  position.


3.     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  $892,119  in  advances  through  to  June 30, 2004.  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 share of common
stock  at an exercise price of $0.05 per share.  The warrants expire three years
from  the  grant  day.

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
$579,378  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  the  year,  the  Company recorded interest expense of
$55,178.

                                       F-11
<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2004 AND 2003
                            (STATED IN U.S. DOLLARS)



4.     MINERAL  PROPERTIES

On  February  5,  2003,  the  Company  entered into an agreement to acquire 100%
interest  in  mineral  properties  located  in  outer  Mongolia by making a cash
payment  of  $50,000 (paid) and issuing 5,000,000 common shares, as such time as
legal  title  to  the  mineral  property is delivered.  As at June 30, 2004, the
Company  has  not  received  legal  title  to  the  mineral  property.


5.     RELATED  PARTIES

As  at June 30, 2004, an amount of $303,526 (2003 - $303,526) is due to officers
and  directors,  and it is included in accounts payable and accrued liabilities.


6.     INCOME  TAX  LOSSES

The  Company's  provision  for income taxes differs from the amounts computed by
applying  the  United States federal statutory income tax rates to the loss as a
result  of  the  following:
<TABLE>
<CAPTION>



                                                        2004       2003
                                                      =========  =========
<S>                                                   <C>        <C>
Statutory rates. . . . . . . . . . . . . . . . . . .        35%        35%
                                                      --------------------
Recovery of income taxes computed at statutory rates  $(33,000)  $(50,000)
Mineral property . . . . . . . . . . . . . . . . . .     1,000      5,000
Tax benefit not recognized on current year's losses.    32,000     45,000
                                                      --------------------
                                                      $      -   $      -
                                                       =======================
</TABLE>



The  tax  effects  of temporary timing differences that give rise to significant
components  of  the future tax assets and future tax liabilities are as follows:
<TABLE>
<CAPTION>



                                     2004        2003
                                  ==========  ==========
<S>                               <C>         <C>
Net operating loss carry forward  $ 500,000   $ 468,000
Mineral property . . . . . . . .      4,000       5,000
Less:  Valuation allowance . . .   (504,000)   (473,000)
                                  ----------------------
Deferred tax asset . . . . . . .  $       -   $       -
</TABLE>                          ======================

                              F-12


<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2004 AND 2003
                            (STATED IN U.S. DOLLARS)



6.     INCOME  TAX  LOSSES  (Continued)

At  June  30,  2004,  the  Company  has  net  operating  losses of approximately
$1,428,000,  which  may be carried forward to apply against future years' income
for  tax  purposes  expiring  as  follows:
<TABLE>
<CAPTION>
<S>   <C>
2020  $160,000
      ========
2021  $723,000
2022  $326,000
2023  $127,000
2024  $ 92,000
</TABLE>
                                       F-13

<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.

ITEM  8A.  CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-14  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer,  Paul  G.  Carter.  Based  upon  that  evaluation, our Chief
Executive  Officer  and  Chief  Financial  Officer concluded that our disclosure
controls  and procedures are effective in timely alerting management to material
information  relating to us which is required to be included in our periodic SEC
filings.  There  have been no significant changes in our internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  we  carried  out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.

                                    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
----                    ---          ----------------            -----
Paul  G.  Carter         42          President,  Secretary,      2002
                                     Treasurer,  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.  Carter  is  employed  by Tempco Oil and Gas Drilling Contractors.  From May
2000  through  February 2001 he was production manager for Dealer Equipment Ltd.
From  1998  through 2000, Mr. Carter was special projects manager for Streamside
Management  Ltd.  From  1994  through  1998,  he  was  project  manager  for the
Tajikistan  Development  Project  that  reactivated an open pit mine in Northern
Tajikistan.

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:

                                Number      Transactions   Known  Failures
                                Of  late    Not Timely      To  File  a
Name  and  principal  position  Reports      Reported      Required Form
------------------------------  ---------   ------------   ----------------
Paul  G.  Carter,  President        0            0                 1

                                      8
<PAGE>

ITEM  10.  EXECUTIVE  COMPENSATION

The  following  table  sets  forth  certain  information  as to our officers and
directors.


                        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
----      -------    ----  -------  ----- ------ ------- ------- --------- ----

Paul G.
Carter    CEO
          and       2002-
          Director  2003       0      0       0      0      0         0      0

                    2003-
                    2004       0      0       0      0      0         0      0

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

Paul  G.  Carter                                0                       0%
821  E.  29th
North  Vancouver,  B.C.  V7K  1B6

Power  Products  Australia  Pty  Ltd.      7,235,026                  19.0%
200-220  Toogood  Road
Bayview  Heights,  Caims  4870
Queensland,  Australia

OTC Investments, Ltd.                     17,842,380(1)               32.0%
1710-1177 West Hastings Street
Vancouver, B.C.  V6E 2L3

All  Executive  officers  and
    Directors  as  a  Group  (one)              0                       0%

(1)  OTC Investments, Ltd. does not hold any shares directly but is the bene-
     ficial holder of the shares as the holder of a senior security with the
     right to convert to 17,842,380 common shares within 60 days.

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.

                                      9
<PAGE>


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 $392,119 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, 2004, the
total  advances  received  on  the  Notes  totaled  in  the  aggregate $892,119.

                                     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)
     14.1     Code of Ethics
     21.1     Subsidiaries  (2)
     31.1     Certification  of CEO and CFO pursuant to Securities Exchange Act
              rules 13a-15  and  15d-15(c)  as adopted pursuant to section 302
              of the Sarbanes-Oxley act  of  2002.
     32.1     Certification  of  CEO  and  CFO 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.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

AUDIT  FEES

The  aggregate fees billed by our auditors for professional services rendered in
connection with the audit of our annual financial statements for the fiscal year
ended  June 30, 2003 was CAN$5,950.  The  aggregate  fees billed by our auditors
for professional services rendered in connection  with  the  audit of our annual
financial  statements  for  the  fiscal year ended  June 30, 2004 was CAN$4,500.

AUDIT-RELATED  FEES

Our auditors did not bill any additional fees for assurance and related services
that  are  reasonably  related  to the performance of the audit or review of our
financial  statements.

TAX  FEES

The  aggregate  fees  billed  by  our auditors for professional services for tax
compliance,  tax  advice,  and  tax planning were $0 and $0 for the fiscal years
ended  June 30,  2003  and  2004.

ALL  OTHER  FEES

The aggregate fees billed by our auditors for all other non-audit services, such
as  attending  meetings  and  other  miscellaneous financial consulting, for the
fiscal  years  ended  June 30,  2003  and 2004 were $0 and $0 respectively.



                                     10

<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/ Paul G. Carter
     ----------------------------------------------
     Paul  G.  Carter,  Chief  Executive  Officer
     Director
     Date:     October 13, 2004


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/ Paul G. Carter
     ----------------------------------------------
     Paul  G.  Carter,  President,
     Secretary  and  Treasurer  and  Sole  Director
     (Principal  Executive  Officer)
     (Principal  Financial  Officer)
     (Principal  Accounting  Officer)
     (Director)
     Date:     October 13, 2004

                                         11