1
                                  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,  2003
                                       ---------------

[  ]    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,  2003  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 September 29,
2003  is  $  495,338.

The  number  of  shares  of the issuer's Common Stock outstanding as of June 30,
2003  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.  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 has been 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, Custom Branded has sought to
create  for  itself  a  recurring  revenue  stream  through  the  sale  of
subscription-based  services.  Custom  Branded  has  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 has called for the Company
to  provide  turnkey  private label Internet solutions to businesses and private
organizations  that  desire  to affiliate with a customer base via the Internet,
our  business  has not developed as rapidly as we had originally anticipated. To
date, we have signed up one customer and the deployment of the Internet services
for  this  customer  has not occurred as of yet.  It is uncertain at the present
time  whether  we  will  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.

Management  is  pleased  with  the  acquisitions due to their close proximity to
mineral  rich  deposits that have been recently discovered within the South Gobi
Region. Preliminary reports have indicated that the Ivanhoe Mines Ltd. Turquoise
Hill  (Oyu  Tolgoi) deposit within the Turquoise Hill area is one of the largest
copper  and  gold  porphyry  deposits  in  the  world.  With  Ivanhoe's proposed
construction  of  an 80 km railway link from China to Turquoise Hill and with at
least  7  km  of the railway link running through or close to one of the mineral
titles we have acquired, management is optimistic about this project.  Proximity
of  our mineral titles to the Ivanhoe deposit does not assure our mineral titles
will  possess  the  same  mineral  qualities  as  the  Ivanhoe  deposit.

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.

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 had
hoped  to  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.  Paul  G.  Carter 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

                                      3

<PAGE>

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.

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, 2003, 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 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  increases  the  ease  with which potential
competition  can  enter  this  industry.

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,  2003.

                                        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.  Following  is  the  high  and  low  sales prices for each quarter
beginning  with  the  third calendar quarter of 2001 through June 30, 2003.  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 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
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
</TABLE>

On  the date of this filing, being September 29, 2003, the best bid price of our
common  shares  is  $0.017  and  the  best  ask  price  is  $0.030.

At  June  30,  2003  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,  2003,  the  Company  had  cash  of $894.  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
$882,719 in advances against the notes through June 30, 2003.  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, 2003, we incurred expenses of $142,233.00.
Of  the  $142,233.00  in expenses incurred,  $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.  As these possibilities
develop,  it  is  likely  that  the  Company will abandon its Internet solutions
business  plan and 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


                        INDEX TO THE FINANCIAL STATEMENTS
                      AS OF JUNE 30, 2003 AND 2002 AND FOR
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



Report  of  Independent  Auditors                                       F-1

Balance  Sheets,  June  30,  2003  and  2002                            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-7

                                    7

<PAGE>


                          CUSTOM BRANDED NETWORKS, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                        CONSOLIDATED FINANCIAL STATEMENTS


                             JUNE 30, 2003 AND 2002
                            (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, 2003 and 2002, 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, 2003 and
2002,  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.




Vancouver,  B.C.
                                                     "MORGAN  &  COMPANY"

September  16,  2003                                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 SHEETS
                            (STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>


-----------------------------------------------------------------------------------------------------------
                                                                               JUNE  30

                                                                          2003          2002
                                                                      ------------  ------------
<S>                                                                   <C>           <C>

ASSETS

CURRENT
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       894   $       902

CAPITAL ASSETS (Note 3). . . . . . . . . . . . . . . . . . . . . . .          967         1,812
                                                                      -------------------------
                                                                      $     1,861   $     2,714
===============================================================================================
LIABILITIES

CURRENT
Accounts payable and accrued liabilities . . . . . . . . . . . . . .  $   316,398   $   307,860

CONVERTIBLE NOTE PAYABLE, net of discount (Note 4) . . . . . . . . .      388,029       322,803
                                                                      -------------------------
                                                                          704,427       630,663
                                                                      -------------------------
STOCKHOLDERS' DEFICIENCY

SHARE CAPITAL
 Authorized:
  50,000,000 common shares with a par value of
  $0.001 per share at June 30, 2003 and 2002

 Issued and outstanding:
  38,372,532 common shares at June 30, 2003 and
  33,872,532 common shares at June 30, 2002. . . . . . . . . . . . .       19,731        15,231

 Additional paid-in capital . . . . . . . . . . . . . . .  . . . . .      651,622       566,006

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE . . . . . . . . . .   (1,351,419)   (1,209,186)

OTHER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (22,500)            -
                                                                      -------------------------
                                                                         (702,566)     (627,949)
                                                                      -------------------------
                                                                      $     1,861   $     2,714
===============================================================================================
</TABLE>

                                     F-2
<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

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


<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------
                                                                            INCEPTION
                                                                             JUNE 28
                                                        YEARS ENDED          1999 TO
                                                          JUNE 30            JUNE 30
                                                   2003          2002          2003
--------------------------------------------------------------------------------

<S>                                            <C>           <C>           <C>


REVENUE . . . . . . . . . . . . . . . . . . .  $         -   $     3,980   $   184,162
                                               ---------------------------------------
EXPENSES
Administrative expenses . . . . . . . . . . .       47,041       293,822     1,391,748
Interest expense. . . . . . . . . . . . . . .       45,192        36,196        81,388
Mineral property payment. . . . . . . . . . .       50,000             -        50,000
Write down of capital assets. . . . . . . . .            -             -        12,445
                                               ---------------------------------------
                                                   142,233       330,018     1,535,581
                                               ---------------------------------------

NET LOSS FOR THE YEAR . . . . . . . . . . . .     (142,233)     (326,038)  $(1,351,419)
                                                                           ===========


ACCUMULATED DEFICIT, BEGINNING OF YEAR. . . .   (1,209,186)     (883,148)
                                                -------------------------

ACCUMULATED DEFICIT, END OF YEAR. . . . . . .  $(1,351,419)  $(1,209,186)
=========================================================================

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


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING   36,030,066    33,745,135
=========================================================================
</TABLE>


                                     F-3

<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                          (A DEVELOPMENT 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
                                                                          2003         2002        2003
-----------------------------------------------------------------------------------------------------------
<S>                                                                     <C>         <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year. . . . . . . . . . . . . . . . . . . . . . . . . . .  $(142,233)  $(326,038)  $(1,283,077)

ADJUSTMENTS TO RECONCILE LOSS TO NET CASH USED BY OPERATING ACTIVITIES
Shares issued for other than cash. . . . . . . . . . . . . . . . . . .     22,500           -        22,500
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        845         602         2,050
Amortization of interest . . . . . . . . . . . . . . . . . . . . . . .     45,192      36,196        81,388
Write down of capital assets . . . . . . . . . . . . . . . . . . . . .          -           -        12,445
Change in prepaid expenses and advances. . . . . . . . . . . . . . . .          -      28,384      (28,546)

Change in accounts payable and accrued liabilities . . . . . . . . . .      8,538     147,672       316,398
                                                                         ----------------------------------
                                                                          (65,158)   (113,184)    (876,842)
                                                                         ----------------------------------
CASH FLOWS FROM INVESTING ACTIVITY
Purchase of capital assets . . . . . . . . . . . . . . . . . . . . . .          -           -       (1,808)
                                                                         ----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan payable to shareholder. . . . . . . . . . . . . . .          -           -        16,097
Loan receivable from shareholder . . . . . . . . . . . . . . . . . . .          -      25,000      (39,000)
Issue of common shares . . . . . . . . . . . . . . . . . . . . . . . .          -           -        18,950
Convertible note payable . . . . . . . . . . . . . . . . . . . . . . .     65,150      82,856       882,719
Cash acquired on acquisition of subsidiary . . . . . . . . . . . . . .          -           -           778
                                                                         ----------------------------------
                                                                           65,150     107,856       879,544
                                                                         ----------------------------------
(DECREASE) INCREASE IN CASH. . . . . . . . . . . . . . . . . . . . . .         (8)     (5,328)          894

CASH, BEGINNING OF YEAR. . . . . . . . . . . . . . . . . . . . . . . .        902       6,230             -
                                                                         ----------------------------------
CASH, END OF YEAR. . . . . . . . . . . . . . . . . . . . . . . . . . .  $     894   $     902   $       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-4
<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

               CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY

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

<TABLE>
<CAPTION>

                                                                      Deficit
                                                                    Accumulated
                           Common  Stock       Additional            During The
                      ---------------------     Paid-In              Development
                          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)        -       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)

           CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY (Continued)

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

<TABLE>
<CAPTION>

                                                                      Deficit
                                                                    Accumulated
                           Common  Stock       Additional            During The
                      ---------------------     Paid-In              Development
                          Shares    Amount      Capital     Other       Stage         Total
                      ---------------------------------------------------------------------
<S>                  <C>         <C>        <C>         <C>        <C>            <C>

Balance, June 30,
2002                 33,872,532    15,231     566,006         -    (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  $ 19,731   $ 651,622   $(22,500)$(1,351,419)    $(702,566)

</TABLE>
                                      F-6
<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2003 AND 2002
                            (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  mining 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  $1,351,419 for the period from April 12, 2002 (inception) to June
30,  2003,  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  and  its
wholly-owned  subsidiary,  Custom Branded Networks, Inc. (a Nevada corporation).

                                     F-7

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2003 AND 2002
                            (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)     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, accounts receivable, and
accounts  payable.

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-8

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2003 AND 2002
                            (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.

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  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.

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.

j)     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.

                                      F-9
<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2003 AND 2002
                            (STATED IN U.S. DOLLARS)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

j)     New  Accounting  Pronouncements  (Continued)

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.


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.     CAPITAL  ASSETS

2003        2002
                        --------------------------------------   --------
                                    ACCUMULATED     NET BOOK     NET BOOK
                        COST       DEPRECIATION       VALUE        VALUE
                        -------------------------------------------------

Computer equipment      $1,808     $   1,808        $    -       $  603
Office equipment .       3,380         2,413           967        1,209
                        --------------------------------------   --------

                        $5,188     $   4,221        $  967       $1,812



4.     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  $882,719  in  advances  through  to  June 30, 2003.  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.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2003 AND 2002
                            (STATED IN U.S. DOLLARS)



4.     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
$576,078  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
$45,192.


5.     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.

                                  F-11


<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
----                    ---          ----------------            -----
Paul  G.  Carter         41          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
------------------------------  ---------   ------------   ----------------
John  Platt,  Former  Chairman      0            0                 1
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
----      -------    ----  -------  ----- ------ ------- ------- --------- ----
John     Former
Platt    CEO and     2000-
         Director    2001  $20,000    0      0      0       0        0       0

                     2001-
                     2002      0      0      0      0       0        0       0

Paul G.
Carter    CEO
          and       2002-
          Director  2003       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

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


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 $382,719 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, 2003, the
total  advances  received  on  the  Notes  totaled  in  the  aggregate $882,719.

                                     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.

ITEM  14.  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.


                                     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:     September  29,  2003


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:     September  29,  2003






<PAGE>
             CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE
             SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I,  Paul  G.  Carter, the chief executive officer and chief financial officer of
Custom  Branded  Networks,  Inc.,  certify  that:

1. I have reviewed this annual report on Form 10-KSB of Custom Branded Networks,
Inc.  (the  Registrant);
2.  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;
3.  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;
4.  I  am  responsible  for establishing and maintaining disclosure controls and
procedures  (as  defined  in  Exchange  Act Rules 13a-14) for the registrant and
have:
    a)  designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  me by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;
    b)  evaluated  the effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and
    c)  presented  in  this annual report my conclusions about the effectiveness
of  the  disclosure  controls  and  procedures  based on my evaluation as of the
Evaluation  Date;
5.  I  have  disclosed,  based on my most recent evaluation, to the registrant's
auditors  and the audit committee of registrant's board of directors (or persons
performing  the  equivalent  functions):
    a)  all  significant  deficiencies  in  the  design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and
    b)  any  fraud,  whether  or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

<PAGE>
6. I have indicated in this annual report whether there were significant changes
in  internal  controls  or  in  other  factors  that  could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any  corrective  actions  with  regard  to significant deficiencies and material
weaknesses.

Dated:  September  29,  2003

/s/ Paul G. Carter
-------------------------------------
Paul  G.  Carter
Chief  Executive  Officer
Chief  Financial  Officer