<PAGE>

                     SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant                        (X)
Filed by a Party other than the Registrant     ( )

Check the appropriate box:
    
( )         Preliminary Proxy Statement
( )         Confidential, for Use of the Commission Only 
            (as permitted by Rule 14a-6(e)(2))
(X)         Definitive Proxy Statement
( )         Definitive Additional Materials
( )         Soliciting Material under Section 240.14a-12
     
                  AQUISTAR VENTURES (USA) INC. 
------------------------------------------------------------------
        (Name of Registrant as Specified in its Charter)

------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
(X)    No fee required
( )    Fee computed on table below per Exchange Act Rules 
       14a-6(i)(1) and 0-11.

       1) Title of each class of securities to which transaction applies:

       2) Aggregate number of securities to which transaction applies:

       3) Per unit price or other underlying value of transaction 
          computed pursuant to Exchange Act Rule 0-11 (set forth 
          the amount on which the filing fee is calculated and 
          state how it was determined):  

       4) Proposed maximum aggregate value of transaction:   

       5) Total fee paid:  

( )    Fee paid previously with preliminary materials.

( )    Check box if any part of the fee is offset as provided by 
       Exchange Act Rule 0-11(a)(2) and identify the filing for which 
       the offsetting fee was paid previously. Identify the previous 
       filing by registration statement number, or the Form or 
       Schedule and the date of its filing.

1)         Amount Previously Paid:
2)	     Form, Schedule or Registration Statement No.:
3)         Filing Party:
4)         Date Filed:



<PAGE>

                AQUISTAR VENTURES (USA) INC. 
         2300 West Sahara Avenue, Suite 500, Box 18
                  Las Vegas, Nevada 89102 

                                             May 18, 2001
 
Dear Shareholder:
 
You are cordially invited to attend a special meeting of 
shareholders of Aquistar Ventures (USA) Inc., which will be 
held on May 29, 2001 at 10:00 a.m., Pacific Standard Time 
at Suite 500, 2300 West Sahara Avenue, Las Vegas, Nevada  
89102. 
 
Details of the business to be conducted at the special 
meeting are given in the attached Notice of Special Meeting 
of Shareholders and Proxy Statement.
 
Whether or not you attend the special meeting it is 
important that your shares be represented and voted at the 
meeting. Therefore, I urge you to sign, date, and promptly 
return the enclosed proxy. If you decide to attend the 
special meeting and vote in person, you will of course have 
that opportunity.
 
On behalf of the board of directors, I would like to express 
our appreciation for your continued interest in the affairs 
of Aquistar Ventures (USA) Inc.
 

                            Sincerely,
 
                            /s/ John P. Platt
                                               
                            CEO


<PAGE>

              AQUISTAR VENTURES (USA) INC. 

        NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                      May 18, 2001
 
To the Shareholders:
 
Notice is hereby given that a special meeting of the holders 
of shares of common stock of Aquistar Ventures (USA) Inc., a 
Nevada corporation ("Aquistar") will be held at Suite 500, 
2300 West Sahara Avenue, Las Vegas, Nevada 89102 on May    
29, 2001 at 10:00 a.m., Pacific Standard Time, for the 
following purposes:     

1.   To consider and vote upon the proposal to change of the 
name of the corporation from Aquistar Ventures (USA) 
Inc. to Custom Branded Networks, Inc., and to amend the 
Articles of the Corporation to reflect the new name.

2.   To transact such other business as may properly come 
before the meeting.
 
Only shareholders of record at the close of business on 
April 2, 2001 are entitled to notice of, and to vote at, 
this meeting.


                          BY ORDER OF THE BOARD OF DIRECTORS
 					
                          CEO



                        IMPORTANT
 
Whether or not you expect to attend in person, we urge you 
to sign, date, and return the enclosed Proxy at your 
earliest convenience. This will ensure the presence of a 
quorum at the meeting. PROMPTLY SIGNING, DATING, AND 
RETURNING THE PROXY WILL SAVE DYNAMIC ASSOCIATES THE EXPENSE 
AND EXTRA WORK OF ADDITIONAL SOLICITATION.  Sending in your 
Proxy will not prevent you from voting your stock at the 
meeting if you desire to do so, as your Proxy is revocable 
at your option.



<PAGE>

                    AQUISTAR VENTURES (USA) INC. 
              2300 West Sahara Avenue, Suite 500, Box 18
                      Las Vegas, Nevada 89102 
                                                             
 
                                         May 18, 2001 
 
                 PROXY STATEMENT FOR SPECIAL MEETING

                          OF SHAREHOLDERS
                      TO BE HELD May 29, 2001
 
N
O PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR 
TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN 
THIS PROXY STATEMENT IN CONNECTION WITH THE SOLICITATION OF 
PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION 
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN 
AUTHORIZED BY AQUISTAR OR ANY OTHER PERSON.

                        THE SPECIAL MEETING

GENERAL

This proxy statement is furnished in connection with the 
solicitation of proxies by the board of directors of 
Aquistar Ventures (USA) Inc., a Nevada corporation 
("Aquistar"), to be voted at a special meeting of 
shareholders of Aquistar (the "special meeting"), which will 
be held at 10:00 a.m. Pacific Standard Time on May 29, 
2001, at Suite 500, 2300 West Sahara Avenue, Las Vegas, 
Nevada 89102.  The purpose of the special meeting is to 
consider and vote upon an amendment to the Articles of 
Incorporation for the purpose of changing the name of 
Aquistar to Custom Branded Networks, Inc.  A copy of the 
proposed Certificate of Amendment to Articles of 
Incorporation which would effect the name change when filed 
with the office of the Secretary of State for the State of 
Nevada is attached to this proxy statement as Appendix A.  
This proxy statement and the enclosed form of proxy are 
first being mailed to Aquistar shareholders on or about 
May 29, 2001.

RECORD DATE; SOLICITATION OF PROXIES
    
The board of directors of Aquistar has fixed the close of 
business on April 2, 2001 as the record date for the 
determination of shareholders entitled to notice of and to 
vote at the special meeting.  At the record date, there were 
33,018,246 shares of common stock issued and outstanding and 
entitled to vote at the special meeting. Holders of common 
stock are entitled to one vote at the special meeting for 
each share of common stock held of record at the record 
date.  There are no separate voting groups or separate 
series of stock.   
    
In addition to the solicitation of proxies by the board of 
directors through use of the mails, proxies may also be 
solicited by Aquistar and its directors, officers and 
employees (who will receive no additional compensation 
therefor) by telephone, telegram, facsimile 

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transmission or other electronic communication, and/or by personal 
interview.  Aquistar will reimburse banks, brokerage houses, 
custodians and other fiduciaries who hold shares of common 
stock in their name or custody, or in the name of nominees 
for others, for their out-of-pocket expenses incurred in 
forwarding copies of the proxy materials to those persons 
for whom they hold such shares.  Aquistar will bear the 
costs of the special meeting and of soliciting proxies 
therefor, including the cost of printing and mailing this 
proxy statement and related materials. 
      
Any questions or requests for assistance regarding 
Aquistar's proxies and related materials may be directed in 
writing to the corporate attorney Gary R. Henrie, Esq., at 
2300 West Sahara Avenue, Suite 500, Box 18, Las Vegas, 
Nevada 89109.

In order to obtain shareholder approval of the name change, 
a majority of the issued and outstanding shares of common 
stock entitled to vote as of the record date, is required to 
vote in favor of the name change at the special meeting.  

You can vote by either attending the special meeting in 
person or by filling out and sending in your proxy.  Shares 
of common stock that are represented by properly executed 
proxies, unless such proxies shall have previously been 
properly revoked (as provided herein), will be voted in 
accordance with the instructions indicated in such proxies.  
If no contrary instructions are indicated, such shares will 
be voted FOR the name change, and in the discretion of the 
persons named in the proxy as proxy appointees, as to any 
other matter that may properly come before the special 
meeting (of which Aquistar is not presently aware).  Shares 
represented by proxies that have voted against the 
propositions presented at the meeting cannot be used to 
postpone or adjourn the meeting in order to solicit more 
votes for the proposition.

Brokers who hold shares in a street name have the authority 
to vote when they have not received instructions from the 
beneficial owners.  

OTHER MATTERS

It is not expected that any matters other than those 
referred to in this proxy statement will be brought before 
the special meeting.  If other matters are properly 
presented, however, the persons named as proxy appointees 
will vote in accordance with their best judgment on such 
matters. The grant of a proxy also will confer discretionary 
authority on the persons named as proxy appointees to vote 
in accordance with their best judgment on matters incident 
to the conduct of the special meeting.

REVOCATION OF PROXY

Any shareholder may revoke his, her or its proxy (other than 
an irrevocable proxy coupled with an interest) at any time 
before it is voted, by: (1) filing with the corporate 
secretary of Aquistar an instrument revoking the proxy;  (2) 
returning a duly executed proxy bearing a later date; or (3) 
attending the special meeting and voting in person.  
Attendance at the special meeting will not by itself 
constitute revocation of a proxy.  
 
                             2


<PAGE>


                          PROPOSAL 

      AMENDMENT TO AQUISTAR'S ARTICLES OF INCORPORATION 
      TO CHANGE THE NAME OF AQUISTAR TO CUSTOM BRANDED 
                      NETWORKS, INC.

On February 2, 2001, Aquistar acquired 100% of the issued 
and outstanding capital stock of Custom Branded Networks, 
Inc., a Delaware corporation ("CBN").  CBN provides turnkey 
private label Internet solutions to businesses and private 
organizations that desire to affiliate with a customer base 
via the Internet.  The business operations of CNB will, for 
the foreseeable future, constitute all of the business 
operations of Aquistar.

With the change in the focus of Aquistar from its prior 
business pursuits to the business conducted by CBN, the 
board of directors of Aquistar believe it would be 
appropriate and in the best interest of Aquistar to change 
the name of Aquistar to Custom Branded Networks, Inc.

In order to effect the name change, it is necessary to amend 
the Articles of Incorporation of Aquistar and designate 
within the Articles of Incorporation the new name.   A copy 
of the proposed Certificate of Amendment to Articles of 
Incorporation which would effect the name change when filed 
with the office of the Secretary of State for the State of 
Nevada is attached to this proxy statement as Appendix A.  A 
vote in favor of the name change is also a vote in favor of 
amending the Articles of Incorporation by having an officer 
of Aquistar sign and file the Certificate of Amendment to 

Articles of Incorporation with applicable Nevada state 
authorities. 

               AQUISTAR'S BOARD RECOMMENDATION

The board of directors of Aquistar recommends that 
s
hareholders of Aquistar vote in favor of the name and the 
corresponding amendment to the Articles of Incorporation at 
the special meeting of shareholders.  This recommendation is 
for the reasons stated in the section immediately above. 


      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                      AND MANAGEMENT

The following table sets forth, as of May 18, 2001, 
information regarding the beneficial ownership of shares by 
each person known by Aquistar to own five percent or more of 
the outstanding shares, by each of the directors and by the 
officers and by each director and officer as a group.

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<PAGE>

T
itle                               Amount and
 Of        Name and address of      Nature of                Percentage 
Class      Beneficial Owner         Beneficial Ownership(1)  of Class
-----      -------------------      -----------------------  ----------
Common     Right Mind LLC            8,270,000(2)            25.0%
           535 Chesterfield Circle
           San Marcos, CA 93069
				
Common     Integrated Marketing      5,280,000(3)            16.0%
             Solutions LLC
           918 Lido Lane
           Foster City, CA 94404
			
Common     T. Randolph Catanese(3)   3,126,667                9.5%
           31416 W. Agoura Rd, 
           Suite 240
           Westlake Village, CA  
           91361

Common     Elvira Cusano             2,400,000                7.3%
           Via Nilolo D'Auzzano 79	            
           Firenze, Italy

Common     Paolo Stinghi             2,400,000                7.3%
           873 E 14th Street
           N. Vancouver, 
           British Columbia
				
Common     Alexander Ozer            3,120,000                9.4%
           614-860 W. Hastings Street
           Vancouver, British Columbia
		
Common     Donald Currie             3,520,008               10.7%
           1361 Greenbriar Way
           N. Vancouver, 
           British Columbia

Common     Wagstall Developments Ltd 2,000,000                6.1%
           P.O. Box N8627
           Nassau, Bahamas
		
Common     All officers 
           and directors            16,676,667               50.5%
		as a group (3 persons)

(1)  All shares are owned outright unless indicated otherwise.
(2)  Mr. John P. Platt, our CEO, is the owner of Right Mind LLC          
(3)  Mr. Stevan R. Browning, our President, is the owner of Integrated
     Marketing Solutions LLC.                           
(4)  The actual owner is The Catanese Family dated December 22, 1989 of 
     which Mr. Catanese is the beneficial owner.

                FORWARD -LOOKING STATEMENTS

This proxy statement includes statements that are not 
historical facts.  These statements are "forward-looking 
statements" as defined in the Private Securities Litigation 
Reform Act of 1995 and are based, among other things, on our 
current plans and expectations 

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<PAGE>

relating to expectations of developing the business of CBN as a 
subsidiary of Aquistar.  As such, these forward-looking statements 
involve uncertainty.  External factors that could cause our actual 
results to differ materially from our expectations include:

*     The business of CBN not developing as expected;
*     Aquistar acquiring and developing other business interests.   

Other factors and assumptions not identified above could 
also cause the actual results to differ materially from 
those set forth in any forward-looking statement.  We do not 
undertake any obligation to update the forward-looking 
statements contained in this proxy statement to reflect 
actual results, changes in assumptions, or changes in other 
factors affecting these forward-looking statements.

                FUTURE STOCKHOLDER PROPOSALS

It is anticipated that the release date for Aquistar' proxy 
statement and form of proxy for its next annual meeting of 
shareholders will be April 16, 2002.  The deadline for 
submittals of shareholder proposals to be included in that 
proxy statement and form of proxy is 120 days prior to that 
date.  The date after which a notice of a shareholder 
proposal submitted independent of Aquistar' proxy statement 
and form of proxy is considered untimely is 45 days prior to 
April 16, 2002.

            WHERE YOU CAN FIND MORE INFORMATION

Aquistar is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended.  Aquistar files 
reports, proxy statements and other information with the 
SEC.  You may read and copy these reports, proxy statements 
and other information at the SEC's Public Reference Section 
at 450 Fifth Street, N.W., Washington, D.C. 20549.  You may 
obtain information on the operation of the Public Reference 
Room by calling the SEC at 1-800-SEC-0330.  The SEC also 
maintains an Internet website, located at www.sec.gov, that 
contains reports, proxy statements and other information 
regarding companies and individuals that file electronically 
with the SEC.
	
By Order of the Board of Directors
of Aquistar Ventures (USA) Inc. 



/s/ John P. Platt
_______________________________
CEO

                             5

<PAGE>

                        Appendix A



  Certificate of Amendment to Articles of Incorporation
                Nevada Profit Corporation
           (Pursuant to NRS 78.385 and 78.390)

1.    The name of this corporation is Aquistar Ventures (USA) Inc.

2.    The articles have been amended as follows:

          Paragraph 1. of the Articles of Incorporation is 
          amended to read in its entirety as follows:

          1.  Name of Corporation.  The name of this 
              corporation is Custom Branded Networks, Inc.

3.    The vote by which the stockholders holding shares in 
      the corporation entitling them to exercise at least 
      a majority of the voting power, or such greater 
      proportion of the voting power as may be required in 
      the case of a vote by classes or series, or as may 
      be required by the provisions of the articles of 
      incorporation have voted in favor of the amendment 
      is: _______.

4.    Signatures


_______________________               _______________________
President                             Secretary

                             6


<PAGE>

                       AQUISTAR VENTURES (USA) INC.
                                  PROXY

FOR THE SPECIAL MEETING OF THE SHAREHOLDERS OF AQUISTAR VENTURES (USA) INC.

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints T. Randolph Catanese with full 
power of substitution as proxy to vote the shares which the 
undersigned is entitled to vote at the special meeting of 
Aquistar Ventures (USA) Inc., a Nevada corporation ("Aquistar"), 
to be held at Suite 500, 2300 West Sahara Avenue, Las Vegas, 
Nevada 89102 , on May 29, 2001 at 10:00 a.m. Pacific Standard 
Time, and at any adjournments thereof.

Please mark your votes as indicated   [X]		
Total Number of Shares Held: ______________

This proxy when properly signed will be voted in the manner 
directed herein by the undersigned shareholder.  IF NO DIRECTION 
IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.

PROPOSAL:  To change the name of the corporation to Custom 
Branded Networks, Inc. and to amend the Articles of Incorporation 
to reflect the new name.   

             FOR name change        NOT FOR name change
                   [_]                      [_]

In their discretion, the proxies are authorized to vote upon such 
other business as may properly come before the meeting.

IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held 
by joint tenants, both should sign. When signing as attorney, 
executor, administrator, trustee, or guardian, please give full 
title as such. If a corporation, please sign in full corporate 
name by President or other authorized officer. If a partnership, 
please sign in partnership name by an authorized person.


Signature(s)                        Dated:  ________________, 2001


___________________________           ___________________________