<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                          CUSTOM BRANDED NETWORKS, INC.
             (Exact Name of Registrant as Specified in Its Chapter)

        Nevada                              91-1975651
        ------                              ----------
        (State of Incorporation)            (I.R.S. Employer
                                            Identification No.)

         821 E. 29th, North Vancouver, British Columbia, Canada V7K 1B6
                            Telephone: (604) 904-6946
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                              CONSULTING AGREEMENTS
                              ---------------------
                            (Full Title of the Plan)

 Cane O'Neill Taylor, LLC, 2300 W. Sahara Ave., Suite 500, Las Vegas, NV  89102
                            Telephone: (702) 312-6255
                            -------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE


--------------------------------------------------------------------------------
                                                    Proposed
                                                    Maximum
                                  Proposed Maximum  Aggregate      Amount of
Title of Securities Amount to     Offering Price    Offering       Registration
to be Registered    be Registered Per Share (1)     Price (1)      Fee
--------------------------------------------------------------------------------
Common Stock        4,500,000       $0.01
$0.001 par value       Shares     Per Share         $45,000        $4.14
================================================================================


(1)  The  Proposed  Maximum Offering Price Per Share is calculated in accordance
     with  Rule 457(h) of the Securities Act of 1933, as amended, based upon the
     last  sale  reported  by  the  OTC Bulletin Board on January 7, 2003. These
     amounts  are  calculated  solely  for  the  purpose  of  calculating  the
     registration  fee  pursuant to Rule 457(h)(1) under Securities Act of 1933,
     as  amended.


                                ________________
                                   Copies to:
                                 Michael A. Cane
                             Cane O'Neill Taylor, LLC
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255

<PAGE>




                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


Item  1.          Plan  Information.*


Item  2.          Registrant  Information and Employee Plan Annual Information.*

*    Information  required by Part I to be contained in Section 10(a) prospectus
     is  omitted  from  the  Registration  Statement in accordance with Rule 428
     under  the  Securities  Act  of  1933,  and  Note  to  Part  I of Form S-8.


                                     PART II

Item  3.          Incorporation  of  Documents  by  Reference.

The  following documents filed by Custom Branded Networks, Inc. (the "Company"),
with  the  Securities and Exchange Commission are incorporated by reference into
this  Registration  Statement:

     (1)  The  Company's  Annual Report on Form 10-KSB filed with the Securities
          and  Exchange  Commission  on  October  15,  2002;

     (2)  The  Company's  Quarterly  Report  on  Form  10-QSB  filed  with  the
          Securities  and  Exchange  Commission  on  November  14,  2002;

     (3)  The  Company's  Schedule  14F-1 filed with the Securities and Exchange
          Commission  on  December  18,  2002;

     (4)  All  other  reports filed by the Company pursuant to Sections 13(a) or
          15(d)  of the Exchange Act since the end of the fiscal year covered by
          the  audited  financial statements in the Annual Report on Form 10-KSB
          filed with the Securities and Exchange Commission on October 15, 2002;


     (5)  The  description  of  the Company's Common Stock which is contained in
          the  Company's  registration  statement  on  Form 10-SB filed with the
          Securities  and  Exchange  Commission  on  December  17,  1999.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange  Act")  prior  to  the  filing  of  a  post-effective  amendment which
indicates  that  all securities offered have been sold or which de-registers all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  herein  and to be a part of this Registration Statement from the date
of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.


Item  4.          Description  of  Securities.

The  securities  to  be  offered are registered under Section 12 of the Exchange
Act.

                                       1

<PAGE>



Item  5.          Interests  of  Named  Experts  and  Counsel.

No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Cane O'Neill Taylor, LLC, independent legal counsel to the Company, has provided
an  opinion  regarding the due authorization and valid issuance of the shares of
Common  Stock.


Item  6.          Indemnification  of  Directors  and  Officers.

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised  Statutes  (the  "NRS")  and  the  Bylaws  of  the  Company.

Unless  specifically  limited  by a corporation's articles of incorporation, the
NRS  automatically  provides  directors with immunity from monetary liabilities.
The  Company's  Articles  of  Incorporation  do  not  contain  any such limiting
language.  Excepted  from  that  immunity  are:

(a)  a  willful  failure to deal fairly with the corporation or its shareholders
     in  connection  with a matter in which the director has a material conflict
     of  interest;

(b)  a  violation  of  criminal  law unless the director had reasonable cause to
     believe  that  his  or  her  conduct  was  lawful or no reasonable cause to
     believe  that  his  or  her  conduct  was  unlawful;

(c)  a  transaction from which the director derived an improper personal profit;
     and

(d)  willful  misconduct.

The  Articles  of  Incorporation  of  the  Company  state  as  follows:

The  corporation shall indemnify, to the full extent and in the manner permitted
under  the  laws  of  Nevada  and  any other applicable laws, any person made or
threatened  to  be  made  a  party to an action or proceeding, whether criminal,
civil,  administrative or investigative, by reason of the fact that he is or was
a  director  or  officer of this corporation or served any other enterprise as a
director  or  officer  at  the  request  of  this  corporation;  such  right  of
indemnification  shall  also  be applicable to the executors, administrators and
other  similar  legal  representative  of  any  such  director  or officer.  The
provisions  of  this  Section  shall  be  deemed  to  be  a contract between the
corporation  and  each  director  and officer who serves in such capacity at any
time  while  this  Section  is in effect, and any repeal or modification of this
Section shall not affect any rights or obligations then existing with respect to
any state of facts then existing or any action, suit or proceeding brought based
in  whole  or  in  part  upon  any such state of facts.  The foregoing rights of
indemnification  shall  not be deemed exclusive of any other rights to which any
director  or  officer or his legal representative may be entitled apart from the
provisions  of  this  Section.


The  By-laws  of  the  Company  state  as  follows:

The  corporation shall indemnify, to the full extent and in the manner permitted
under  the  laws  of  Nevada  and  any other applicable laws, any person made or
threatened  to  be  made  a  party to an action or proceeding, whether criminal,
civil,  administrative or investigative, by reason of the fact that he is or was
a  director  or  officer of this corporation or served any other enterprise as a
director  or  officer  at  the  request  of  this  corporation;  such  right  of
indemnification  shall  also  be applicable to the executors, administrators and
other  similar  legal  representative  of  any  such  director  or officer.  The
provisions  of  this  Section  shall  be  deemed  to  be  a contract between the
corporation  and  each  director  and officer who serves in such capacity at any
time  while  this  Section  is in effect, and any repeal or modification of this
Section shall not affect any rights or obligations then existing with respect to
any state of facts then existing or any action, suit or proceeding brought based
in  whole  or  in  part  upon  any such

                                       2

<PAGE>


state  of  facts.  The  foregoing  rights of indemnification shall not be deemed
exclusive  of  any  other  rights  to which any director or officer or his legal
representative  may  be  entitled apart from the provisions of this Section. The
following  provisions  shall  govern  indemnification  under  this  Section:

     Each  person  indemnified by the corporation must promptly after receipt of
written notice of any demand or claim or the commencement of any action, suit or
proceeding within the corporation's indemnification obligation shall immediately
notify  the  corporation  in  writing.

     The  corporation shall have the right, by notifying the party who asserts a
claim  for  indemnification  within  thirty  (30)  days  after the corporation's
receipt  of  the  notice of the claim or demand, to assume the entire control of
the  defense,  compromise,  or  settlement  of  the  action, suit or proceeding,
including  employment  of  counsel  of  the corporation's choice.  The party who
asserts  the right to indemnification under this Section shall have the right to
participate, at such party's expense and with counsel of such party's choice, in
the  defense,  compromise,  or  settlement  of  the  matter.

     The  corporation's  indemnification  obligations  shall  be  binding on the
corporation  and  its  successors  and assigns and shall enure to the benefit of
and,  where  applicable,  shall  be  binding  on  each  party  entitled  to
indemnification  and  his  or  her  successors and assigns.  The corporation may
prospectively  amend, modify or revoke the provisions of this Section concerning
indemnification.

     Each  party  entitled  to  indemnification under this Section expressly and
unconditionally  waives,  in  connection  with  any  suit,  action or proceeding
brought  by  such  party  concerning indemnification under this Section, any and
every  right  such  person  may  have to:  (a) injunctive relief; (b) a trial by
jury;  (c)  interpose  any  counterclaim;  and  (d)  have  such  suit, action or
proceeding  consolidated  with any other or separate suit, action or proceeding.
Nothing  in  this  Section  shall  prevent  or  prohibit  the  corporation  from
instituting  or  maintaining  a  separate action against any party who asserts a
claim  for  indemnification  under  this  Section.

     This  indemnity  provision  and  the  rights and obligations of the parties
under  this  Section  shall  in  all  respects be governed by, and construed and
enforced  in  accordance with, the laws of the State of Nevada applicable to the
interpretation,  construction  and  enforcement  of  indemnities (without giving
effect  to  Nevada's  principles  of  conflicts  of  law).

     Each  party  who  asserts  a  claim  for indemnification under this Section
irrevocably  submits  to  the  jurisdiction  of and venue in of any Nevada state
court or United States District Court sitting in Washoe County, Nevada, over any
suit,  action  or  proceeding  arising from or relating to indemnification under
this  Section,  and  agrees  that  any  suit, action or proceeding concerning or
relating  to  a  claim for indemnification under this Section shall be commenced
and  maintained  in  such  courts.  Each such party agrees and consents that, in
addition  to  any  other  methods  of  service  of  process  provided  for under
applicable  law,  all  service of process in any such suit, action or proceeding
may  be made by certified or registered mail, return receipt requested, directed
to  such  person  at  his  or  her respective address, and such service shall be
complete  five  (5)  days  after  mailing.


Item  7.          Exemption  from  Registration  Claimed.

Not  applicable.


                                       3
<PAGE>


Item  8.          Exhibits.

Exhibit
Number   Description  of  Document
------   -------------------------

5.1      Opinion  of  Cane  O'Neill  Taylor,  LLC,  independent  legal counsel,
         regarding  the  due  authorization and valid issuance of the shares of
         Common  Stock,  with  consent  to  use.
10.1     Consulting  Agreement  with  Jason  Hofman
10.2     Consulting  Agreement  with  Raymond  Hofman
10.3     Consulting  Agreement  with  Lucia  Azevedo
23.1     Consent  of  Morgan  &  Company,  Chartered  Accountants



Item  9.          Undertakings.

The  Company  hereby  undertakes:

     (a)  To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration:

          (1)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933;

          (2)  To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the Registration Statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  Registration  Statement;  and

          (3)  To  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  Registration
               Statement  or  any  material  change  to  such information in the
               Registration  Statement;

     Provided  however, that that paragraphs (a) (1) and (2) do not apply if the
     information  required to be included in a post-effective amendment by those
     paragraphs  is  contained in periodic reports filed by the Company pursuant
     to section 13 or section 15(d) of the Exchange Act that are incorporated by
     reference  herein.

     (b)  That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new Registration Statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  bona  fide  offering thereof.

     (c)  To  remove  from registration by means of post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

(2)  The  Company  hereby  undertakes  that,  for  purposes  of  determining any
     liability  under  the  Securities Act of 1933, each filing of the Company's
     annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
     Act of 1934 that is incorporated by reference in the Registration Statement
     shall  be  deemed  to  be  a  new  Registration  Statement  relating to the
     securities offered therein, and the offering of such securities at the time
     shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

(3)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Company pursuant to the foregoing provisions, or otherwise, the Company has
been  advised that in the opinion of the Securities and Exchange Commission such
indemnification  is  against  public  policy  as  expressed  in  the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  the  director,  officer


                                       4

<PAGE>


     or  controlling  person  of  the  Company  in the successful defense of any
     action,  suit  or  proceeding)  is  asserted  by  such director, officer or
     controlling  person in connection with the securities being registered, the
     Company  will,  unless  in  the  opinion of the counsel the matter has been
     settled  by  controlling  precedent, submit to the appropriate jurisdiction
     the question of whether such indemnification by it is against public policy
     as  expressed  in the Act and will be governed by the final adjudication of
     such  issue.


                                   SIGNATURES


Pursuant  to  the  requirements  of  the Securities Act of 1933, the registrant,
Custom  Branded  Networks,  Inc.,  certifies  that  it has reasonable grounds to
believe that it meets all of the requirements for filing a Form S-8 and has duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized, in the City of Vancouver, Province of
British  Columbia,  on  January  8,  2003.

                                     Custom  Branded  Networks,  Inc.


                                     By:  /s/ Paul G. Carter
                                          ______________________
                                          Paul G. Carter
                                          Principal  Executive  Officer


Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the  date  indicated.

Signature                     Title                            Date

                              Principal Executive Officer
                              Principal  Accounting  Officer
/s/ Paul G. Carter            Principal  Financial  Officer
________________________      Sole Director                   January 8, 2003
Paul G. Carter




                                       5
[{"type": "S-8", "sequence": "1", "filename": "custombrndednetseight.txt", "secsgml_size_bytes": 20056}]
{"company-data": {"conformed-name": "CUSTOM BRANDED NETWORKS INC", "cik": "0001084554", "assigned-sic": "1400", "irs-number": "911975651", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102437", "film-number": "03509565"}, "business-address": {"street1": "918 LIDO LANE", "city": "FOSTER CITY", "state": "CA", "zip": "94404", "phone": "6047627177"}, "mail-address": {"street1": "918 LIDO LANE", "city": "FOSTER CITY", "state": "CA", "zip": "94404"}, "former-company": {"former-conformed-name": "AQUISTAR VENTURES USA INC", "date-changed": "19990728"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________

                          CUSTOM BRANDED NETWORKS, INC.
             (Exact Name of Registrant as Specified in Its Chapter)

        Nevada                              91-1975651
        ------                              ----------
        (State of Incorporation)            (I.R.S. Employer
                                            Identification No.)

         821 E. 29th, North Vancouver, British Columbia, Canada V7K 1B6
                            Telephone: (604) 904-6946
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                              CONSULTING AGREEMENTS
                              ---------------------
                            (Full Title of the Plan)

 Cane O'Neill Taylor, LLC, 2300 W. Sahara Ave., Suite 500, Las Vegas, NV  89102
                            Telephone: (702) 312-6255
                            -------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                                    Proposed
                                                    Maximum
                                  Proposed Maximum  Aggregate      Amount of
Title of Securities Amount to     Offering Price    Offering       Registration
to be Registered    be Registered Per Share (1)     Price (1)      Fee
--------------------------------------------------------------------------------
Common Stock        4,500,000       $0.01
$0.001 par value       Shares     Per Share         $45,000        $4.14
================================================================================

(1)  The  Proposed  Maximum Offering Price Per Share is calculated in accordance
     with  Rule 457(h) of the Securities Act of 1933, as amended, based upon the
     last  sale  reported  by  the  OTC Bulletin Board on January 7, 2003. These
     amounts  are  calculated  solely  for  the  purpose  of  calculating  the
     registration  fee  pursuant to Rule 457(h)(1) under Securities Act of 1933,
     as  amended.

                                ________________
                                   Copies to:
                                 Michael A. Cane
                             Cane O'Neill Taylor, LLC
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item  1.          Plan  Information.*

Item  2.          Registrant  Information and Employee Plan Annual Information.*

*    Information  required by Part I to be contained in Section 10(a) prospectus
     is  omitted  from  the  Registration  Statement in accordance with Rule 428
     under  the  Securities  Act  of  1933,  and  Note  to  Part  I of Form S-8.

                                     PART II

Item  3.          Incorporation  of  Documents  by  Reference.

The  following documents filed by Custom Branded Networks, Inc. (the "Company"),
with  the  Securities and Exchange Commission are incorporated by reference into
this  Registration  Statement:

     (1)  The  Company's  Annual Report on Form 10-KSB filed with the Securities
          and  Exchange  Commission  on  October  15,  2002;

     (2)  The  Company's  Quarterly  Report  on  Form  10-QSB  filed  with  the
          Securities  and  Exchange  Commission  on  November  14,  2002;

     (3)  The  Company's  Schedule  14F-1 filed with the Securities and Exchange
          Commission  on  December  18,  2002;

     (4)  All  other  reports filed by the Company pursuant to Sections 13(a) or
          15(d)  of the Exchange Act since the end of the fiscal year covered by
          the  audited  financial statements in the Annual Report on Form 10-KSB
          filed with the Securities and Exchange Commission on October 15, 2002;

     (5)  The  description  of  the Company's Common Stock which is contained in
          the  Company's  registration  statement  on  Form 10-SB filed with the
          Securities  and  Exchange  Commission  on  December  17,  1999.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange  Act")  prior  to  the  filing  of  a  post-effective  amendment which
indicates  that  all securities offered have been sold or which de-registers all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  herein  and to be a part of this Registration Statement from the date
of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.

Item  4.          Description  of  Securities.

The  securities  to  be  offered are registered under Section 12 of the Exchange
Act.

                                       1
Item  5.          Interests  of  Named  Experts  and  Counsel.

No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Cane O'Neill Taylor, LLC, independent legal counsel to the Company, has provided
an  opinion  regarding the due authorization and valid issuance of the shares of
Common  Stock.

Item  6.          Indemnification  of  Directors  and  Officers.

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised  Statutes  (the  "NRS")  and  the  Bylaws  of  the  Company.

Unless  specifically  limited  by a corporation's articles of incorporation, the
NRS  automatically  provides  directors with immunity from monetary liabilities.
The  Company's  Articles  of  Incorporation  do  not  contain  any such limiting
language.  Excepted  from  that  immunity  are:

(a)  a  willful  failure to deal fairly with the corporation or its shareholders
     in  connection  with a matter in which the director has a material conflict
     of  interest;

(b)  a  violation  of  criminal  law unless the director had reasonable cause to
     believe  that  his  or  her  conduct  was  lawful or no reasonable cause to
     believe  that  his  or  her  conduct  was  unlawful;

(c)  a  transaction from which the director derived an improper personal profit;
     and

(d)  willful  misconduct.

The  Articles  of  Incorporation  of  the  Company  state  as  follows:

The  corporation shall indemnify, to the full extent and in the manner permitted
under  the  laws  of  Nevada  and  any other applicable laws, any person made or
threatened  to  be  made  a  party to an action or proceeding, whether criminal,
civil,  administrative or investigative, by reason of the fact that he is or was
a  director  or  officer of this corporation or served any other enterprise as a
director  or  officer  at  the  request  of  this  corporation;  such  right  of
indemnification  shall  also  be applicable to the executors, administrators and
other  similar  legal  representative  of  any  such  director  or officer.  The
provisions  of  this  Section  shall  be  deemed  to  be  a contract between the
corporation  and  each  director  and officer who serves in such capacity at any
time  while  this  Section  is in effect, and any repeal or modification of this
Section shall not affect any rights or obligations then existing with respect to
any state of facts then existing or any action, suit or proceeding brought based
in  whole  or  in  part  upon  any such state of facts.  The foregoing rights of
indemnification  shall  not be deemed exclusive of any other rights to which any
director  or  officer or his legal representative may be entitled apart from the
provisions  of  this  Section.

The  By-laws  of  the  Company  state  as  follows:

The  corporation shall indemnify, to the full extent and in the manner permitted
under  the  laws  of  Nevada  and  any other applicable laws, any person made or
threatened  to  be  made  a  party to an action or proceeding, whether criminal,
civil,  administrative or investigative, by reason of the fact that he is or was
a  director  or  officer of this corporation or served any other enterprise as a
director  or  officer  at  the  request  of  this  corporation;  such  right  of
indemnification  shall  also  be applicable to the executors, administrators and
other  similar  legal  representative  of  any  such  director  or officer.  The
provisions  of  this  Section  shall  be  deemed  to  be  a contract between the
corporation  and  each  director  and officer who serves in such capacity at any
time  while  this  Section  is in effect, and any repeal or modification of this
Section shall not affect any rights or obligations then existing with respect to
any state of facts then existing or any action, suit or proceeding brought based
in  whole  or  in  part  upon  any such

                                       2
state  of  facts.  The  foregoing  rights of indemnification shall not be deemed
exclusive  of  any  other  rights  to which any director or officer or his legal
representative  may  be  entitled apart from the provisions of this Section. The
following  provisions  shall  govern  indemnification  under  this  Section:

     Each  person  indemnified by the corporation must promptly after receipt of
written notice of any demand or claim or the commencement of any action, suit or
proceeding within the corporation's indemnification obligation shall immediately
notify  the  corporation  in  writing.

     The  corporation shall have the right, by notifying the party who asserts a
claim  for  indemnification  within  thirty  (30)  days  after the corporation's
receipt  of  the  notice of the claim or demand, to assume the entire control of
the  defense,  compromise,  or  settlement  of  the  action, suit or proceeding,
including  employment  of  counsel  of  the corporation's choice.  The party who
asserts  the right to indemnification under this Section shall have the right to
participate, at such party's expense and with counsel of such party's choice, in
the  defense,  compromise,  or  settlement  of  the  matter.

     The  corporation's  indemnification  obligations  shall  be  binding on the
corporation  and  its  successors  and assigns and shall enure to the benefit of
and,  where  applicable,  shall  be  binding  on  each  party  entitled  to
indemnification  and  his  or  her  successors and assigns.  The corporation may
prospectively  amend, modify or revoke the provisions of this Section concerning
indemnification.

     Each  party  entitled  to  indemnification under this Section expressly and
unconditionally  waives,  in  connection  with  any  suit,  action or proceeding
brought  by  such  party  concerning indemnification under this Section, any and
every  right  such  person  may  have to:  (a) injunctive relief; (b) a trial by
jury;  (c)  interpose  any  counterclaim;  and  (d)  have  such  suit, action or
proceeding  consolidated  with any other or separate suit, action or proceeding.
Nothing  in  this  Section  shall  prevent  or  prohibit  the  corporation  from
instituting  or  maintaining  a  separate action against any party who asserts a
claim  for  indemnification  under  this  Section.

     This  indemnity  provision  and  the  rights and obligations of the parties
under  this  Section  shall  in  all  respects be governed by, and construed and
enforced  in  accordance with, the laws of the State of Nevada applicable to the
interpretation,  construction  and  enforcement  of  indemnities (without giving
effect  to  Nevada's  principles  of  conflicts  of  law).

     Each  party  who  asserts  a  claim  for indemnification under this Section
irrevocably  submits  to  the  jurisdiction  of and venue in of any Nevada state
court or United States District Court sitting in Washoe County, Nevada, over any
suit,  action  or  proceeding  arising from or relating to indemnification under
this  Section,  and  agrees  that  any  suit, action or proceeding concerning or
relating  to  a  claim for indemnification under this Section shall be commenced
and  maintained  in  such  courts.  Each such party agrees and consents that, in
addition  to  any  other  methods  of  service  of  process  provided  for under
applicable  law,  all  service of process in any such suit, action or proceeding
may  be made by certified or registered mail, return receipt requested, directed
to  such  person  at  his  or  her respective address, and such service shall be
complete  five  (5)  days  after  mailing.

Item  7.          Exemption  from  Registration  Claimed.

Not  applicable.

                                       3
Item  8.          Exhibits.

Exhibit
Number   Description  of  Document
------   -------------------------

5.1      Opinion  of  Cane  O'Neill  Taylor,  LLC,  independent  legal counsel,
         regarding  the  due  authorization and valid issuance of the shares of
         Common  Stock,  with  consent  to  use.
10.1     Consulting  Agreement  with  Jason  Hofman
10.2     Consulting  Agreement  with  Raymond  Hofman
10.3     Consulting  Agreement  with  Lucia  Azevedo
23.1     Consent  of  Morgan  &  Company,  Chartered  Accountants

Item  9.          Undertakings.

The  Company  hereby  undertakes:

     (a)  To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration:

          (1)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933;

          (2)  To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the Registration Statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  Registration  Statement;  and

          (3)  To  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  Registration
               Statement  or  any  material  change  to  such information in the
               Registration  Statement;

     Provided  however, that that paragraphs (a) (1) and (2) do not apply if the
     information  required to be included in a post-effective amendment by those
     paragraphs  is  contained in periodic reports filed by the Company pursuant
     to section 13 or section 15(d) of the Exchange Act that are incorporated by
     reference  herein.

     (b)  That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new Registration Statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  bona  fide  offering thereof.

     (c)  To  remove  from registration by means of post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

(2)  The  Company  hereby  undertakes  that,  for  purposes  of  determining any
     liability  under  the  Securities Act of 1933, each filing of the Company's
     annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
     Act of 1934 that is incorporated by reference in the Registration Statement
     shall  be  deemed  to  be  a  new  Registration  Statement  relating to the
     securities offered therein, and the offering of such securities at the time
     shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

(3)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Company pursuant to the foregoing provisions, or otherwise, the Company has
been  advised that in the opinion of the Securities and Exchange Commission such
indemnification  is  against  public  policy  as  expressed  in  the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  the  director,  officer

                                       4
or  controlling  person  of  the  Company  in the successful defense of any
     action,  suit  or  proceeding)  is  asserted  by  such director, officer or
     controlling  person in connection with the securities being registered, the
     Company  will,  unless  in  the  opinion of the counsel the matter has been
     settled  by  controlling  precedent, submit to the appropriate jurisdiction
     the question of whether such indemnification by it is against public policy
     as  expressed  in the Act and will be governed by the final adjudication of
     such  issue.

                                   SIGNATURES

Pursuant  to  the  requirements  of  the Securities Act of 1933, the registrant,
Custom  Branded  Networks,  Inc.,  certifies  that  it has reasonable grounds to
believe that it meets all of the requirements for filing a Form S-8 and has duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized, in the City of Vancouver, Province of
British  Columbia,  on  January  8,  2003.

                                     Custom  Branded  Networks,  Inc.

                                     By:  /s/ Paul G. Carter
                                          ______________________
                                          Paul G. Carter
                                          Principal  Executive  Officer

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the  date  indicated.

Signature                     Title                            Date

                              Principal Executive Officer
                              Principal  Accounting  Officer
/s/ Paul G. Carter            Principal  Financial  Officer
________________________      Sole Director                   January 8, 2003
Paul G. Carter

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