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:

(X)     Preliminary  Proxy  Statement
( )     Confidential, for Use of the Commission Only (as permitted by Rule
        14a-6(e)(2))
( )     Definitive  Proxy  Statement
( )     Definitive  Additional  Materials
( )     Soliciting  Material  under  Section  240.14a-12

                          CUSTOM BRANDED NETWORKS, 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) Proposed maximum aggregate value of transaction:

         4)  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>


                          CUSTOM BRANDED NETWORKS, INC.
                                   821 E. 29th
                North Vancouver, British Columbia, Canada V7K 1B6
 
                                                      December  ____,  2004
 
Dear  Shareholder:

You  are  cordially  invited  to  attend  the special meeting of shareholders of
CUSTOM  BRANDED  NETWORKS,  INC.,  which  will  be  held  at  the offices of the
Company's  corporate counsel at 10616 Eagle Nest Street, Las Vegas, NV  89141 on
November  19,  2004  at  2:00  p.m.  Pacific  Time.

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 CUSTOM BRANDED NETWORKS, Inc.

                                       Sincerely,

                                       Paul G. Carter
                                       President &  CEO & Director



<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                                   821 E. 29th
                North Vancouver, British Columbia, Canada V7K 1B6
                            Telephone (604) 904-6946

              ____________________________________________________

                   NOTICE OF SPECIAL  MEETING OF SHAREHOLDERS

               ___________________________________________________

TO  THE  SHAREHOLDERS  OF  CUSTOM  BRANDED  NETWORKS  INC.:
 
The special meeting of the shareholders of CUSTOM BRANDED NETWORKS, INC. will be
held  at  the  offices  of  the  Company's corporate counsel at 10616 Eagle Nest
Street,  Las Vegas, NV  89141, on December ____, 2004 at 2:00 p.m. Pacific Time,
for  the  following  purposes:
 
1.     To  vote  upon a proposal to amend the articles of incorporation in order
the authorize the board of directors to increase the number of authorized common
shares  from  50,000,000  shares  to  250,000,000  shares  and to authorized the
issuance  of  50,000,000  preferred  shares  pursuant  to rights and preferences
established  by  the  board  of  directors  in  its  sole  discretion.

2.     To  vote upon a proposal to amend the articles of incorporation in to the
authorize  the  board  of  directors  to change the name of corporation from its
present  name  to  a name reflective of the business operations the Company will
engage  in,  in  the  future.

Shareholders of record at the close of business on October 26, 2004 are entitled
to  notice  of  and  to  vote  at the meeting.  The Company's proxy statement to
shareholders  accompanies  this  notice.

All  shareholders  are  invited  to  attend  the  meeting  in  person.

BY  ORDER  OF  THE  BOARD  OF  DIRECTORS,
 
Paul  G.  Carter,  President  ,  CEO  &  Director
North  Vancouver,  British  Columbia,  Canada
December  ____,  2004
 

                                    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  THE  COMPANY  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>

                          CUSTOM BRANDED NETWORKS, INC.
                                   821 E. 29th
                North Vancouver, British Columbia, Canada V7K 1B6

                            Telephone (604) 904-6946
                ________________________________________________

                                 PROXY STATEMENT
                ________________________________________________
 
                     FOR THE SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD DECEMBER ____, 2004
 

NO  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  CUSTOM  BRANDED  NETWORKS,  INC.  OR  ANY  OTHER  PERSON.

                            MATTERS TO BE CONSIDERED
 
This Proxy Statement is furnished in connection with the solicitation of proxies
by  the  Board of Directors of CUSTOM BRANDED NETWORKS, INC. (the "Company") for
use  at  the  special  meeting  of  the  shareholders  of  the  Company,  or any
adjournments  thereof.  The meeting will be held at the offices of the corporate
counsel  of  the  Company  at  10616 Eagle Nest Street, Las Vegas, NV  89141, on
December  ____,  2004  at 2:00 p.m. Pacific Time, to approve an amendment to the
articles  of  incorporation.
 
Other  than  the  matters  specifically discussed herein, management knows of no
other business that may properly come before the meeting to be voted upon though
there may be a discussion of projected upcoming events.  The above matters to be
voted  upon require for their approval the affirmative vote of a majority of the
shares  of  the  Company  issued  and  outstanding.
 
This  proxy  statement  and the enclosed form of proxy are first being mailed to
shareholders  on  or  about  December  ____,  2004.
 
                      RECORD DATE; SOLICITATION OF PROXIES

The  board  of directors of CUSTOM BRANDED NETWORKS, INC. has fixed the close of
business  on  October  26,  2004  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 approximately 48,272,532 shares of common stock issued,
outstanding,  and  entitled  to vote at the meeting. Holders of common stock are
entitled  to  one  vote  at  the  meeting for each share of common stock held of
record  on  the  record  date.  There  are no separate voting groups or separate
series  of  stock.


<PAGE> 

In addition to the solicitation of proxies by the board of directors through use
of the mails, proxies may also be solicited by CUSTOM BRANDED NETWORKS, INC. and
its  directors,  officers  and  employees  (who  will  receive  no  additional
compensation  therefor)  by telephone, telegram, facsimile transmission or other
electronic  communication,  and/or  by  personal  interview.  CUSTOM  BRANDED
NETWORKS,  INC.  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.  CUSTOM  BRANDED NETWORKS, INC. 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. CUSTOM BRANDED NETWORKS,
INC.  has  spent  approximately  $2,000  in  legal  and  other  expenses  in the
preparation  of  this  proxy  statement  and  other  expenses connected with the
solicitation  of  security  holders.  It  is  anticipated  that  CUSTOM  BRANDED
NETWORKS,  INC.  will  spend  an  additional  $1,000 in solicitation of security
holders  before  the  meeting  is  held.

Any  questions  or  requests  for  assistance regarding CUSTOM BRANDED NETWORKS,
INC.'s  proxies  and  related  materials  may  be directed in writing to Paul G.
Carter,  President & CEO, at 821 E. 29th, North Vancouver, B.C.  Canada V7K 1B6.

                            VOTE REQUIRED AND VOTING

In  order  to  obtain  shareholder approval for the amendment to the articles of
incorporation,  it requires the affirmative vote at the meeting of a majority of
all  common  shares  issued  and  outstanding.

You  can  vote  by  either attending the 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 amendment to the articles of incorporation.  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.  Brokers who do not
receive  instructions,  but who are present in person or by proxy at the meeting
will  be  counted  as  present  for  quorum  purposes.

                                  OTHER MATTERS

It  is  not expected that any matters other than those referred to in this proxy
statement  will  be brought before the meeting to be voted upon though there may
be  a  discussion  of  projected upcoming events.  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  meeting.


<PAGE>
                               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  CUSTOM BRANDED NETWORKS, INC. an instrument
revoking the proxy; (2) returning a duly executed proxy bearing a later date; or
(3)  attending the meeting and voting in person.  Attendance at the meeting will
not  by  itself  constitute  revocation  of  a  proxy.

SHAREHOLDERS  ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED
IN  THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY  RETURN  THE  ENCLOSED  PROXY  IN  THE  ACCOMPANYING  PREPAID ENVELOPE.

                                   PROPOSAL I


                   AMENDMENT TO THE ARTICLES OF INCORPORATION 
    TO INCREASE THE NUMBER OF AUTHORIZED COMMON STOCK FROM 50,000,000 SHARES 
             TO 250,000,000 SHARES AND TO AUTHORIZED THE ISSUANCE OF 
                          50,000,000 PREFERRED SHARES

REASON  FOR  THE INCREASE IN AUTHORIZED COMMON STOCK AND TO AUTHORIZED PREFERRED
STOCK
 
The  Company  has previously announced its intention to acquire a resource based
project with proven reserves.  A resource based project will include a mining or
similar project involving mineral deposits.  We expect that any project in which
the  Company becomes involved will have had prior testing done  establishing the
existence of mineral deposits having the potential of commercial viability.  The
Company  expects  to  continue  the  testing of any mineral deposits and then be
instrumental  in  moving  the Company forward in harvesting the deposits through
mining  operations.  Our  President,  Paul  G. Carter, is experienced in mineral
exploration  and  mining  operations.  From 1980 through 1987, Mr. Carter worked
for  Skyline  Explorations  Ltd.,  now  known  as  International  Skyline   Gold
Corporation  (?Skyline?).   Skyline  is  involved  primarily  in gold and silver
production.  During  the  time  Mr.  Carter  worked  for  Skyline,  it went from
exploring  for  gold  and  silver  into the production phase.  From 1987 through
1997,  Mr.  Carter  worked for Gulf International Minerals as a project manager.
Mr. Carter  was  also  a member of the board of directors of Gulf International.
Gulf  International  is  in the business of exploring for and producing precious
minerals.  The  Company  believes  that  due  to  Mr.  Carters experience in the
exploration  phase  and  in  the  production  phase  of resource based (mineral)
projects,  which  experience  he  received  while  employed  by Skyline and Gulf
International,  and due to his contacts within the industry, the Company will be
able to locate a resource based project that has potential commercial viability.
The Company also expects to  engage  consultants  as  necessary  to  locate  and
develop an appropriate project.  The board of  directors has determined that the
best  way  to  finalize an acquisition is to have available common and preferred
shares to be issued in connection with the  acquisition.  The  Company  has  not
as yet determined to acquire any particular project or asset.
  
At the present time the Company has 50,000,000 common shares authorized of which
48,272,532  are  issued and outstanding.  Management believes that if authorized
common  stock  is  increased to a total of 250,000,000 common shares, sufficient
common  shares will be available to complete a transaction.  Management does not
believe  a  suitable  acquisition  can  be obtained unless additional shares are
authorized by the approval of Proposal I.  However, it is not known at this time
how  many  shares  will  be  outstanding  following  any  potential acquisition.
Management  also  believes  that  preferred  stock  should also be available for
issuance  in  case it is needed in the transaction.  Accordingly, management has
proposed  that  50,000,000  preferred  shares  be authorized for issuance by the
board of directors.  The amendment to the articles of incorporation will specify
that  that  board  of directors shall have authority to designate the rights and
preferences  of  the  preferred  shares  or  any  series  thereof  prior  to the
issuance of  any  preferred shares.  These designations may  give the holders of
preferred  shares  rights that are superior to the holders of common shares.  At
the present time,  there are no  preferred  shares  that  are  authorized  to be
issued.

The additional authorized shares, both common and preferred, may also be used in
the  future  for additional acquisitions and/or for capital raising purposes, or
to  be  issued  to employees, consultants and advisors of the Company in payment
for  services  rendered  for  the  Company.  The Company may also issue stock to
settle  debts  with  suppliers  and  creditors.

The authorization of additional capital in the form of both common and preferred
stock  pursuant  to this proposal will allow the board of directors to issue the
additional  authorized  shares  pursuant  to  their discretion.  The issuance of
these  shares  can  have the effect of diluting the holdings of shareholders who
hold  shares  prior  to the new issuances of stock.  It is impossible to know at
this time the extent of dilution that will take place or the impact it will have
on the total voting power of existing shareholders, since it is unknown how much
stock will need to be issued in order to acquire a project or asset that will be
appropriate  for the Company,  However, the board of directors believes that the
increase  in  the  authorized  common  shares and the authorization of preferred
shares  will  be well merited since it may result in the Company building a core
of  income-producing  assets. The board of directors believes that over the long
term  the  impact  of these income-producing assets may result in an increase in
the  company's valuation and stock price such that the dilution arising from the
issuance of additional equity capital may be more than offset by the increase in
valuation  such  that  stockholders  may see an increase in the stock price as a
result.

It  should  be  noted  that  successful  mining operations can require extensive
investments  in labor and capital.  Before the Company can achieve the ownership
and  operation  of commercially viable income-producing mineral based assets, it
is  likely  that it will have to make considerable investments in the operations
of  the  Company.  If  for any reason a project obtained by the Company fails to
become commercially viable, the shareholders of the Company will have suffered a
dilution  of  their  stock  without  achieving  any  commercial  benefit.

At the present time, section 4. of the Articles of the Incorporation reads:

4.     Authorized  Capital.  The  authorized  capital  of this corporation shall
consist  of  50,000,000  shares  of  the  par  value  of  $.001  per  share.

Following the amendment, section 4 of the Articles of Incorporation will read:

4.     Authorized  Capital.  The aggregate number of shares that the Corporation
will  have  authority  to issue is Three Hundred Million (300,000,000), of which
Two  Hundred  Fifty Million (250,000,000) shares  will  be  common  stock,  with
a  par value of $0.001 per share, and Fifty Million  (50,000,000) shares will be
preferred  stock,  with  a  par  value  of  $0.001  per  share.

The  Preferred  Stock  may  be  divided  into and issued in series. The Board of
Directors  of  the  Corporation is authorized to divide the authorized shares of
Preferred Stock into one or more series, each of which shall be so designated as
to  distinguish  the  shares  thereof  from  the  shares of all other series and
classes.  The  Board  of  Directors of the Corporation is authorized, within any
limitations  prescribed  by  law,  to  fix  and  determine  the  designations,
rights,  qualifications,  preferences,  limitations  and terms of the shares  of
any  series  of  Preferred  Stock

THE  BOARD  RECOMMENDS  A  VOTE  IN  FAVOR  OF  THE AMENDMENT TO THE ARTICLES OF
INCORPORATION  TO  INCREASE AUTHORIZED COMMON SHARES AND TO AUTHORIZED PREFERRED
SHARES.


<PAGE> 
                                  PROPOSAL II

              AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE
                          THE NAME OF THE CORPORATION.

REASON  TO  CHANGE  THE  NAME  OF  THE  COMPANY
 
Since  in  or  about  November,  2000,  the  Company's business plan has been to
provide  turnkey  private  label  Internet  solutions  to businesses and private
organizations  that  desire  to affiliate with a customer base via the Internet.
In  this way, the Company sought to create for itself a recurring revenue stream
through the sale of subscription-based services.  However, the Company succeeded
in  obtaining  only  one  customer  and the subscription based services for that
customer  never  became  operational.  The  Company  also  attempted  to  sell
individual  components of its services to established Internet Service Providers
at pricing that would be profitable for both parties, including wholesale dialup
port  access  and  back-office  services  for  ISP's.

Even  though  the business plan of the Company called for the Company to provide
turnkey private label Internet solutions to businesses and private organizations
that  desired  to  affiliate with a customer base via the Internet, the business
did  not  developed  as  had been anticipated. The board of directors ultimately
decided that it was not likely that this business plan could be developed by the
Company  to  commercial  viability.
 
The  Company  has  now  decided  to acquire a resource based project with proven
reserves.  In light of this, the board of directors has determined that it is in
the  best  interest  of  the Company to change the name of the Company to a name
that will more accurately reflect the future business operations of the Company.
The  new  name  that has been chosen for the Company is Novastar Resources, Ltd.
The  word  ?Resources?  in the new name indicates the Company may be involved in
resource  projects.  The  word  ?Novastar? is simply a word liked by management.
It  has  no connection to any resource or potential project known to management.
If this proposal number II is approved by the shareholders, it will grant to the
board  of  directors the authority to change the name of the Company to Novastar
Resources,  Ltd.
 
By  changing  the  name  of  the Company from CUSTOM BRANDED NETWORKS, INC., the
Company  will lose the good will that has been established and is represented by
that name.  The board of directors believes however that the amount of good will
that  will be lost is negligible because the Company was ultimately unsuccessful
in  establishing  the business represented by that name.  In addition, the board
of  directors  does  not  believe  the  loss of the name will damage the Company
because  it no longer intends to pursue the business direction suggested by that
name.

At  the  present  time,  section  1. of the Articles of the Incorporation reads:

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

Following  the  amendment, section 1 of the Articles of Incorporation will read:

1.     Name of Corporation.  The name of this corporation is Novastar Resources,
Ltd.

THE  BOARD  RECOMMENDS  A  VOTE  IN  FAVOR  OF  THE AMENDMENT TO THE ARTICLES OF
INCORPORATION  TO CHANGE THE NAME OF THE CORPORATION AS CHOSEN BY THE DIRECTORS.
 


<PAGE> 
                           BENEFICIAL STOCK OWNERSHIP

The  following  table sets forth, as of October 26, 2004, Common Stock ownership
of (1) the Directors of the Company, (2) the only persons known to management to
be  the  beneficial  owners of more than five percent of the Common Stock of the
Company,  based  on  management's best knowledge at the date set out above , and
(3)  the  Company's  Directors  and  Officers  as  a  group:

Directors, Officers                             Shares Beneficially
and 5% Stockholders                                    Owned
-------------------------               -------------------------------------
                                           Number                   Percent
                                         ----------                ---------

Paul G. Carter                            2,000,000                   4.1%
821 E. 29th
North Vancouver, B.C.
V7K  1B6

Power Products Australia Pty Ltd.         7,235,026                  15.0%
200-220  Toogood  Road
Bayview  Heights,  Caims  4870
Queensland,  Australia

OTC Investments, Ltd.                    17,842,380(1)               27.0%
1710-1177 West Hastings Street
Vancouver, B.C.  V6E 2L3

All directors and officers                2,000,000                   4.1%
as a group (1 person)

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

                       WHERE YOU CAN FIND MORE INFORMATION

CUSTOM  BRANDED  NETWORKS,  INC. is subject to the informational requirements of
the  Securities Exchange Act of 1934, as amended.  CUSTOM BRANDED NETWORKS, INC.
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.

PLEASE  SIGN,  DATE  AND  RETURN  THE  ACCOMPANYING  PROXY  AT  YOUR  EARLIEST
CONVENIENCE,  WHETHER  OR  NOT  YOU  CURRENTLY  PLAN  TO  ATTEND  THE  MEETING.

BY  ORDER  OF  THE  BOARD  OF  DIRECTORS
Paul  G.  Carter
President,  CEO  and  Director


<PAGE>
                          CUSTOM BRANDED NETWORKS, INC.
                                      PROXY

                         SPECIAL MEETING OF SHAREHOLDERS
                               DECEMBER ___, 2004

                                      PROXY

The  undersigned  appoints  Paul G. Carter of CUSTOM BRANDED NETWORKS, INC. with
full power of substitution, the attorney and proxy of the undersigned, to attend
the special meeting of shareholders of CUSTOM BRANDED NETWORKS, INC., to be held
December  ___,  2004,  beginning at 2:00 p.m., Pacific Time, at 10616 Eagle Nest
Street,  Las  Vegas,  NV  89141, and at any adjournment thereof, and to vote the
stock  the  undersigned  would be entitled to vote if personally present, on all
matters  set  forth in the Proxy Statement sent to Shareholders, a copy of which
has  been  received  by  the  undersigned,  as  follows:

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.

1.     To  approve  the  amendments to the articles of incorporation to increase
the authorized common shares and to authorized the issuance of preferred shares.

                      FOR  Amendment               NOT  FOR  Amendment
                            [_]                         [_]

2.     To  approve  an  amendment to the articles of incorporation to change the
name  of  the  Company  to  Novastar Resources, Inc.

                      FOR  Amendment               NOT  FOR  Amendment
                            [_]                         [_]

In  his  discretion, the proxy is authorized to vote upon such other business as
may  properly  come  before  the  meeting.

IMPORTANT  -  PLEASE  SIGN  AND RETURN PROMPTLY. When joint tenants hold shares,
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. Please sign exactly as
your  name  appears  on  your  stock  certificate(s).

Dated:  ________________,  2004

Signature(s)

X  _________________________

___________________________
SHAREHOLDER  (PRINT  NAME)

         PLEASE SIGN AND RETURN THIS PROXY PRIOR TO DECEMBER ___, 2004.