UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 10-Q

(MARK ONE)
|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934
                    FOR THE PERIOD ENDING SEPTEMBER 30, 2004

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________

                         COMMISSION FILE NUMBER 0 - 1325

                                   -----------

                              MULTIBAND CORPORATION
             (Exact name of registrant as specified in its charter)

                                    MINNESOTA
         (State or other jurisdiction of incorporation or organization)

                                  41 - 1255001
                        (IRS Employer Identification No.)

              9449 SCIENCE CENTER DRIVE, NEW HOPE, MINNESOTA 55428
                    (Address of principal executive offices)

                   TELEPHONE (763) 504-3000 FAX (763) 504-3060

                          www.multibandusa.com Internet

     (Registrant's telephone number, facsimile number, and Internet address)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  and Exchange Act
of 1934  during the  preceding  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.

                                 Yes |X| No |_|

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in rule 12b-2 of the Exchange Act).

                                 Yes |_| No |X|

         On November 12, 2004 there were  25,773,767  shares  outstanding of the
registrant's  common stock,  par value $.01 per share,  and 369,531  outstanding
shares of the registrant's convertible preferred stock.

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                   Three Months Ended              Nine Months Ended
                                                             ----------------------------    ----------------------------
                                                            September 30,    September 30,   September 30,   September 30,
                                                                 2004            2003            2004            2003
                                                             ------------    ------------    ------------    ------------
                                                             (unaudited)     (unaudited)     (unaudited)     (unaudited)

<S>                                                          <C>             <C>             <C>             <C>
REVENUES                                                     $  9,068,758    $  6,283,365    $ 22,734,594    $ 17,843,508
COSTS AND EXPENSES
     Cost of products and services                              5,796,027       4,493,829      15,580,482      12,718,951
     Selling, general and administrative                        3,126,417       2,029,242       7,930,244       6,097,989
    Depreciation and amortization                               1,119,566         379,985       2,557,788       1,049,976
     Impairment of goodwill                                       527,879               0         527,879               0
                                                             ------------    ------------    ------------    ------------
     Total Costs and Expenses                                $ 10,569,889    $  6,903,056    $ 26,596,393    $ 19,866,916

LOSS FROM OPERATIONS                                           (1,501,131)       (619,691)     (3,861,799)     (2,023,408)
OTHER EXPENSE
     Interest expense                                            (347,647)       (202,958)       (949,129)       (648,368)
     Other Income (expense)                                        (2,815)         (6,513)         (9,003)        (56,777)
                                                             ------------    ------------    ------------    ------------
     Total Other Expense                                         (350,462)       (209,471)       (958,132)       (705,145)
MINORITY INTEREST IN JOINT VENTURE                                      0          (3,460)              0          (4,853)

LOSS BEFORE INCOME TAXES                                       (1,851,593)       (832,622)     (4,819,931)     (2,733,406)

PROVISION FOR INCOME TAXES                                              0               0               0               0
                                                             ------------    ------------    ------------    ------------
NET LOSS                                                       (1,851,593)       (832,622)     (4,819,931)     (2,733,406)
Preferred Stock Dividends                                         (83,714)        (43,301)       (541,640)       (135,353)
                                                             ------------    ------------    ------------    ------------
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS                     $ (1,935,307)   $   (875,923)   $ (5,361,571)   $ (2,868,759)
                                                             ============    ============    ============    ============
LOSS PER SHARE - BASIC AND DILUTED                           $       (.07)   $       (.05)   $       (.21)   $       (.18)

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED        25,480,007      16,981,266      22,494,250      15,168,069
</TABLE>

            See notes to condensed consolidated financial statements


                                       2
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                      September 30,   December 31,
                                                                                          2004            2003
                                                                                      ------------    ------------
                                                                                      (unaudited)      (audited)
<S>                                                                                   <C>             <C>
                                       ASSETS
CURRENT ASSETS
   Cash and cash equivalents ......................................................   $    465,885    $  2,945,960
   Certificate of deposit .........................................................        250,000         250,000
   Accounts receivable, net .......................................................      3,752,302       1,658,114
   Inventories, net ...............................................................      1,363,698       1,973,817
   Other Current Assets ...........................................................         78,563          96,550
                                                                                      ------------    ------------
      TOTAL CURRENT ASSETS ........................................................      5,910,448       6,924,441
                                                                                      ------------    ------------

PROPERTY AND EQUIPMENT, NET .......................................................      4,269,736       3,589,704
                                                                                      ------------    ------------
OTHER ASSETS
   Goodwill .......................................................................      2,233,366       2,748,879
   Intangible assets, net .........................................................     17,270,536         503,625
   Other ..........................................................................        330,032         136,236
                                                                                      ------------    ------------
       TOTAL OTHER ASSETS .........................................................     19,833,934       3,388,740
                                                                                      ------------    ------------
TOTAL ASSETS ......................................................................   $ 30,014,118    $ 13,902,885
                                                                                      ============    ============
                        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Checks issued in excess of cash in bank ........................................   $     32,969    $    147,398
   Wholesale line of credit .......................................................      1,069,359         976,314
   Short term debt ................................................................      5,849,906               0
   Current portion of long term debt ..............................................        637,254         998,813
   Current portion of note payable, stockholder ...................................         94,794          81,554
   Current portion of capital lease obligations ...................................        102,362          54,939
   Accounts payable ...............................................................      2,575,675       1,771,699
   Accrued liabilities ............................................................      3,700,035       1,459,705
   Deferred service obligations and revenue .......................................        413,360         315,227
                                                                                      ------------    ------------
      TOTAL CURRENT LIABILITIES ...................................................     14,475,714       5,805,649
LONG TERM DEBT, NET ...............................................................      2,519,530       2,087,156

OTHER LONG TERM DEBT ..............................................................        222,700               0
                                                                                      ------------    ------------
NOTE PAYABLE, STOCKHOLDER, NET OF CURRENT PORTION .................................              0          32,837
                                                                                      ------------    ------------
CAPITAL LEASE OBLIGATIONS, NET OF CURRENT PORTION .................................        636,499         142,898
                                                                                      ------------    ------------
TOTAL LIABILITIES .................................................................     17,854,443       8,068,540
                                                                                      ------------    ------------
MINORITY INTEREST IN JOINT VENTURE ................................................              0          26,634

STOCKHOLDERS' EQUITY
Cumulative convertible preferred stock, no par value:
   8% Class A (27,931 shares issued and outstanding, $293,276 liquidation
     preference) ..................................................................        419,752         419,752
  10% Class B (8,700 shares issued and outstanding, $91,350 liquidation preference)         62,000          62,000
  10% Class C (125,400 shares issued and outstanding, $1,254,000 liquidation
     preference) ..................................................................      1,611,105       1,611,105
  15% Class E (0 and 77,650 shares issued and outstanding,) .......................              0         438,964
  10% Class F (200,000 and 0 shares issued and outstanding, $2,000,000 liquidation
     preference) ..................................................................      2,000,000               0
  10% Class G (7,500 and 0 shares issued and outstanding, $75,000 liquidation
     preference) ..................................................................         70,672               0
  Common stock, no par value (25,621,084 and 19,036,805 shares issued;
     25,617,745 and 19,819,786 shares outstanding) ................................     16,678,538       7,726,505
  Stock subscriptions receivable ..................................................       (368,243)       (418,085)
    Options and warrants ..........................................................     31,379,338      30,514,872
    Unamortized compensation ......................................................         (1,724)       (217,210)
    Accumulated deficit ...........................................................    (39,691,763)    (34,330,192)
                                                                                      ------------    ------------
TOTAL STOCKHOLDERS' EQUITY ........................................................     12,159,675       5,807,711
                                                                                      ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........................................   $ 30,014,118    $ 13,902,885
                                                                                      ============    ============
</TABLE>

            See notes to condensed consolidated financial statements.


                                       3
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
   FOR NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003 (Unaudited)

<TABLE>
<CAPTION>
                                                                                           NINE MONTHS ENDED
                                                                                        SEPTEMBER 30, (UNAUDITED)
                                                                                      --------------------------
                                                                                         2004            2003
                                                                                      -----------    -----------
<S>                                                                                   <C>            <C>
OPERATING ACTIVITIES
   Net loss .......................................................................   $(4,819,931)   $(2,733,406)
   Adjustments to reconcile net loss to net cash flows from operating activities
      Depreciation and amortization ...............................................     2,344,853        709,404
      Amortization of deferred compensation .......................................       212,935        340,572
      Amortization of original issue discount .....................................       541,873        285,345
      Common stock issued for services ............................................       291,220        321,920
      Impairment of goodwill ......................................................       527,879              0
      Loss on sales of property and equipment .....................................        26,217         76,269
      Reduction of note payable in connection with reimbursement of seller expenses      (273,900)             0
      Interest receivable on stock subscription receivable ........................             0         13,452
      Minority interest in joint venture ..........................................             0          4,853
      Changes in operating assets and liabilities:
        Accounts receivable, net ..................................................    (2,134,902)      (329,189)
        Inventories, net ..........................................................       610,119       (411,092)
        Other current assets ......................................................        17,987         (6,026)
        Other assets ..............................................................       (87,135)       (21,531)
        Wholesale line of credit ..................................................        93,045         33,384
        Accounts payable and accrued liabilities ..................................       620,817       (388,208)
        Deferred service obligations and revenue ..................................        98,133         26,246
                                                                                      -----------    -----------
           Net cash flows from operating activities ...............................    (1,930,790)    (2,078,007)
                                                                                      -----------    -----------
INVESTING ACTIVITIES
   Purchases of property and equipment ............................................      (483,810)      (356,291)
   Purchase of Satellite Broadcasting Corporation .................................      (187,424)             0
   Purchase of Minnesota Digital Universe, Inc. ...................................    (1,100,000)             0
   Purchase of Rainbow Satellite Group, LLC .......................................    (1,000,000)             0
   Purchase of 21st Century Satellite Communications Inc ..........................      (250,000)             0
   Payment for investment in joint venture ........................................             0        (64,878)
   Proceeds from sale of property and equipment ...................................           649          6,145
   Collections on notes receivable ................................................         3,172          5,806
                                                                                      -----------    -----------
           Net cash flows from investing activities ...............................    (3,017,413)      (409,218)
                                                                                      -----------    -----------
FINANCING ACTIVITIES
   Checks issued in excess of cash in bank ........................................       (74,068)             0
   Payments on long term debt .....................................................    (1,215,788)      (183,936)
   Payments on capital lease obligations ..........................................       (63,066)       (69,252)
   Proceeds from issuance of long term debt .......................................       750,021        133,726
   Payments on note payable to stockholder ........................................       (19,598)             0
   Proceeds from issuance of stock and warrants ...................................     2,888,836      3,654,388
   Redemption of common stock .....................................................       (62,975)             0
   Exercise of warrants ...........................................................       390,279        312,030
   Redemption of preferred stock ..................................................             0         (2,100)
   Preferred stock dividends ......................................................      (125,513)       (51,263)
                                                                                      -----------    -----------
           Net cash flows from financing activities ...............................    (2,468,128)     3,793,593
                                                                                      -----------    -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..................................    (2,480,075)     1,306,368

CASH AND CASH EQUIVALENTS
   Beginning of period ............................................................     2,945,960        540,375
                                                                                      -----------    -----------
   End of period ..................................................................       465,885    $ 1,846,743
                                                                                      ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for interest, net of amortization of original issue discount .........       447,548        280,148
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
   Issuance of preferred stock for acquisition of assets ..........................             0         76,500
   Issuance of common stock for acquisition of assets, MBUSA and URON .............       274,800              0
   Warrants issued with debt ......................................................             0        208,447
   Conversion of preferred stock and accrued dividends into common stock ..........       776,500         40,000
   Current liabilities converted to stock .........................................       136,581        248,623
   Conversion of notes payable into common stock ..................................       510,908        642,000
   Conversion of dividend into common stock .......................................        78,591         84,090
   Reduction of stock subscription receivable .....................................             0         26,602
   Issuance of common stock for acquisition of 21st Century .......................       364,583              0
   Issuance of preferred stock and notes payable for acquisition of assets, Rainbow     6,519,999              0
   Purchase of property and equipment as a reduction of accounts receivable .......        40,714              0
   Capitalized construction costs in accrued expenses .............................        20,000              0
   Issuance of common stock of $3,850,000 and notes payable of $2,750,000 for
     acquisition of assets, MDU ...................................................     6,600,000              0
   Stock subscription receivable for issuance of common stock .....................             0         40,000
   Capital lease assumed in acquisition of equipment from 21st Century ............       416,666              0
</TABLE>

            See notes to condensed consolidated financial statements


                                       4
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                           SEPTEMBER 30, 2004 and 2003

NOTE 1 - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The  information  furnished  in  this  report  is  unaudited  and  reflects  all
adjustments which are normal recurring  adjustments and, which in the opinion of
management,  are  necessary  to fairly  present  the  operating  results for the
interim periods. The operating results for the interim periods presented are not
necessarily  indicative  of the  operating  results to be expected  for the full
fiscal year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenues and Cost Recognition

Multiband  Corporation  and  subsidiaries  (the Company)  earns  revenues from 6
sources:  1) Video  and  computer  technology  products  which  are sold but not
installed,  2) Voice, video and data  communication  products which are sold and
installed,  3) Service revenues related to communication products which are sold
and both  installed  and not  installed,  4) Multiband  user charges to multiple
dwelling units, 5) MB USA user charges to timeshares, 6) DirecTV fees.

Revenues  from video and computer  technology  products,  which are sold but not
installed, are recognized when delivered and the customer has accepted the terms
and has the ability to fulfill the terms. Product returns and customer discounts
are netted against revenues.

Customer  contracts  for both the  purchase and  installation  of voice and data
networking  technology  products and certain video technologies  products on one
sales   agreement,   as   installation  of  the  product  is  essential  to  the
functionality  of the  product.  Revenues are  recognized  when the products are
delivered  and  installed,  and the  customer has accepted the terms and has the
ability to fulfill the terms.

Service revenues related to technology products including  consulting,  training
and support are recognized when the services are provided.  Service revenues are
expected to account for  approximately 20% of total revenues for the year ending
December 31, 2004. Service revenues were less than 10% of total revenues for the
year ended December 31, 2003. The Company,  if the customer elects,  enters into
equipment   maintenance   agreements   for  products   sold  once  the  original
manufacturer's  warranty has expired.  Revenues from all  equipment  maintenance
agreements  are  recognized  on a  straight-line  basis  over the  terms of each
contract. Costs for services are expensed as incurred.

MultiBand  and MBUSA user charges are  recognized  as revenues in the period the
related services are provided.

Warranty costs incurred on new product sales are substantially reimbursed by the
equipment suppliers.

Intangible Assets

The Company  amortizes a domain name acquired during the year ended December 31,
2001 over its  estimated  useful  life of five  years  using  the  straight-line
method.  The Company  amortizes access contracts and customer cable lists, on an
average,  over their useful  estimated lives which usually range from two to six
years.  The Company is also  amortizing the value of its DirecTV agent agreement
obtained  via MDU over a 73 month  period  beginning  April  2004.  The  Rainbow
Satellite  amortization of cable lists is over a period of 73 months,  beginning
June, 2004.

Amortization of intangible  assets was $810,097 and $19,188 for the three months
ended September 30, 2004 and 2003, respectively. For the nine month period ended
September 30, 2004 and 2003,  amortization  of intangible  assets was $1,489,242
and $36,652  respectively.  Estimated  amortization expense on intangible assets
for the quarter  ending  December 31, 2004 and years  ending  December 31, 2005,
2006,  2007 and 2008 is  $1,554,749,  $3,335,904,  $3,086,818,  $3,028,678,  and
$3,013,672 respectively.


                                       5
<PAGE>

AMORTIZATION -INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                     SEPTEMBER 30, 2004           DECEMBER 31, 2003

                                              Gross Carrying  Accumulated   Gross Carrying  Accumulated
                                                  Amount      Amortization      Amount     Amortization
                                              --------------  ------------  -------------- ------------
<S>                                              <C>           <C>            <C>              <C>
Intangible assets subject to amortization

Florida Cable                                      300,000        45,000        300,000              0
URON                                               453,930       170,225              0              0
Satellite Broadcasting                             457,576        38,131              0              0
Minnesota Digital Universe                       9,551,831       785,082              0              0
Rainbow Satellite                                7,043,641       391,313              0              0
Multiband Domain Name                               83,750        51,645         83,750         39,083
MDU Subscriber Rights                               60,042        10,008              0              0
Access Contracts                                    60,000        28,333         60,000         13,334
21st Century                                       708,334        19,675              0              0
Debt Issuance Costs                                130,333        39,489        115,500          3,208
                                                ----------    ----------     ----------     ----------
Total                                           18,849,437     1,578,901        559,250         55,625
                                                ==========    ==========     ==========     ==========

Intangible assets not subject to amortization

                                                ----------    ----------     ----------     ----------
Goodwill                                         3,543,523     1,310,157      3,531,157        782,278
                                                ==========    ==========     ==========     ==========
</TABLE>

Goodwill

Goodwill  represents  the  excess of  acquisition  costs  over the fair value of
identifiable  net  assets  acquired  and  was  originally  amortized  using  the
straight-line method over ten years. Due to changes in accounting standards, the
carrying value of goodwill is now reviewed at least annually to see if the facts
and circumstances  suggest that it may be impaired. If the review indicates that
goodwill will not be recoverable,  as determined based on the undiscounted  cash
flows  of the  assets  acquired  over the  remaining  amortization  period,  the
Company's  carrying  value of goodwill is reduced by the estimated  shortfall of
cash flows.  During the three  months  ended  September  30,  2004,  the Company
completed its review of goodwill and determined it was partially  impaired.  The
Company  recorded  impairment  charges to goodwill  of  $527,879  related to the
Corporate  Technologies  acquisition  during  the  three and nine  months  ended
September,  2004 and $0 during the three and nine  months  ended  September  30,
2003.

Stock-Based Compensation

In accordance with Accounting  Principles Board (APB) Opinion No. 25 and related
interpretations, the Company uses the intrinsic value-based method for measuring
stock-based compensation cost which measures compensation cost as the excess, if
any, of the quoted market price of the Company's  common stock at the grant date
over the  amount the  employee  must pay for the stock.  The  Company's  general
policy is to grant stock options at fair value at the date of grant.

Pursuant to APB No. 25 and  related  interpretations,  $15,448  and  $100,191 of
compensation   cost  has  been  recognized  in  the  accompanying   consolidated
statements of operations for the three months ended September 30, 2004 and 2003,
respectively.  For the nine months ended  September 30, 2004 and 2003,  $212,935
and $340,572 of compensation  cost has been recognized.  Had  compensation  cost
been  recognized  based  on the  fair  values  of  options  at the  grant  dates
consistent with the provisions of Statements of Financial  Accounting  Standards
(SFAS) No. 123 "Accounting for Stock-Based Compensation", the Company's net loss
and loss  attributable  to common  stockholders  and basic and diluted  loss per
common share would have been increased to the pro forma amounts:


                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                       Three Months Ended            Nine Months Ended
                                                          September 30                  September 30
                                                  --------------------------    --------------------------
                                                      2004           2003           2004           2003
                                                  -----------    -----------    -----------    -----------
<S>                                               <C>            <C>            <C>            <C>
Loss attributable to common stockholders          $(1,935,307)   $  (875,923)   $(5,361,571)   $(2,868,759)
Pro forma loss attributable to common shares      $(1,965,795)   $(1,013,109)   $(5,887,093)   $(3,582,520)

Basic and diluted net loss per share:
   As reported                                    $        (.08) $     (0.05)   $      (.24)   $     (0.19)
   Pro forma loss attributable to common shares   $        (.08) $     (0.06)   $      (.26)   $     (0.24)

Stock-based compensation:
   As reported                                    $    15,448    $   100,191    $   212,935    $   340,572
   Proforma                                       $    30,488    $   137,186    $   525,522    $   713,761
</TABLE>

In determining  the  compensation  cost of the options  granted during the three
months ended September 30, 2004 and 2003, as specified by SFAS No. 123, the fair
value of each  option  grant has been  estimated  on the date of grant using the
Black-Scholes  option pricing model and the weighted average assumptions used in
these calculations are summarized as follows for September 30:

<TABLE>
<CAPTION>
                                                       Three Months Ended            Nine Months Ended
                                                          September 30                  September 30
                                                  --------------------------    --------------------------
                                                      2004           2003           2004           2003
                                                  -----------    -----------    -----------    -----------
<S>                                               <C>            <C>            <C>            <C>
Risk-free interest rate                                 3.50%          3.62%          3.50%          3.41%
Expected life of options granted                     10 years       10 years       10 years       10 years
Expected volatility range                                184%           170%           184%           170%
Expected dividend yield                                    0%             0%             0%             0%
</TABLE>

Net Loss per Share

Basic net loss per common share is computed by dividing the loss attributable to
common  stockholders by the weighted average number of common shares outstanding
for the  reporting  period.  Diluted  net loss per common  share is  computed by
dividing loss  attributable  to common  stockholders  by the sum of the weighted
average number of common shares  outstanding  plus all  additional  common stock
that would have been  outstanding if potentially  dilutive common shares related
to  common  share  equivalents  (stock  options,  stock  warrants,   convertible
preferred  shares,  and issued but not  outstanding  restricted  stock) had been
issued. All options, warrants,  convertible preferred shares, and issued but not
outstanding  restricted  stock during the three and nine months ended  September
30, 2004 and 2003 were anti-dilutive.

Reclassifications

Certain accounts in the prior quarters'  consolidated  financial statements have
been  reclassified for comparative  purposes to conform with the presentation in
the current quarter consolidated financial statements.  These  reclassifications
had no effect on the net loss or stockholders' equity.

NOTE 3 - LIQUIDITY

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going concern that  contemplates  the realization
of assets and satisfaction of liabilities in the normal course of business.  For
the nine months  ended  September  30, 2004 and 2003,  the Company  incurred net
losses of $4,819,931 and  $2,733,406,  respectively.  At September 30, 2004, the
Company had an  accumulated  deficit of  $39,691,763.  The Company's  ability to
continue  as  a  going   concern  is  dependent  on  it   ultimately   achieving
profitability  and/or raising additional  capital.  Management intends to obtain
additional  debt or equity capital to meet all of its existing cash  obligations
and fund  commitments on planned  MultiBand  projects  however,  there can be no
assurance that the sources will be available or available on terms  favorable to
the Company. Management anticipates that the impact of the actions listed below,
will generate sufficient cash flows to pay current  liabilities,  long-term debt
and capital lease obligations and fund the Company's future operations:

1.    Continued   reduction  of  operating  expenses  by  controlling   payroll,
      professional fees and other general and administrative expenses.

2.    Solicit  additional  debt or equity  investment  in the  Company by either
      issuing  notes payable or preferred or common stock ( on November 12, 2004
      Multiband  obtained a secured debt financing of approximately $2.1 million
      and on November 16, 2004  Multiband  finalized a private  placement of the
      Company's Series H Preferred stock of approximately $1 million.)

3.    Continue   to   market   MultiBand   services   and   acquire   additional
      multi-dwelling unit customers.

4.    Control  capital  expenditures  by  contracting   MultiBand  services  and
      equipment through a landlord-owned equipment program.

5.    Establish market for wireless internet services.


                                       7
<PAGE>

NOTE 4 - STOCK WARRANTS

Stock  warrants  activity is as follows for the nine months ended  September 30,
2004.
                                               NUMBER OF    WEIGHTED AVERAGE
                                               WARRANTS      EXERCISE PRICE
                                              ----------    ----------------
Warrants outstanding - December 31, 2003
                                               7,421,874         1.87
  Granted                                        814,799         1.98
  Canceled or expired                                  0            0
  Exercised
                                                (475,503)        1.52
Warrants outstanding - SEPTEMBER 30, 2004      7,761,170         1.86

The  warrants  granted  during the nine  months  ended  September  30, 2004 were
awarded with common stock and for services rendered.

NOTE 5 - BUSINESS SEGMENTS

Following is Company  business  segment  information  for the three months ended
September 30, 2004 and 2003:

<TABLE>
<CAPTION>
                                                           Multiband       Multiband
                                                           Business        Consumer
                                          Multiband        Services        Services          Total
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
Quarter ended September 30, 2004
         Revenues                        $          0    $  5,203,269    $  3,865,489    $  9,068,758
         Income (Loss) from operations       (936,075)         62,682        (627,738)     (1,501,131)
         Identifiable assets                2,402,401       4,946,792      22,664,925      30,014,118
         Depreciation and amortization          7,636          71,537       1,040,393       1,119,566
         Capital expenditures                   3,083          37,201         203,113         243,397
Quarter ended September 30, 2003
         Revenues                        $          0    $  5,864,468    $    418,897    $  6,283,365
         Income (Loss) from operations       (370,645)         72,428        (321,474)       (619,691)
         Identifiable assets                4,543,772       5,601,468       2,803,524      12,948,764
         Depreciation and amortization        129,950         100,173         149,862         379,985
         Capital expenditures                       0          41,698           6,611          48,309
</TABLE>


Following  is Company  business  segment  information  for the nine months ended
September 30, 2004 and 2003:

<TABLE>
<CAPTION>
                                                           Multiband       Multiband
                                                           Business        Consumer
                                          Multiband        Services        Services          Total
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
Nine months ended September 30, 2004
         Revenues                        $          0    $ 15,345,871    $  7,388,723    $ 22,734,594
         Loss from operations              (2,068,241)       (401,172)     (1,392,366)     (3,861,799)
         Identifiable assets                2,402,401       4,946,792      22,664,925      30,014,118
         Depreciation and amortization        236,882         278,405       2,042,501       2,557,788
         Capital expenditures                   9,773         135,842         338,195         483,810

Nine months ended September 30, 2003
         Revenues                        $          0    $ 16,831,531    $  1,011,977    $ 17,843,508
         Loss from operations              (1,279,925)         45,997        (789,480)     (2,023,408)
         Identifiable assets                4,543,772       5,601,468       2,803,524      12,948,764
         Depreciation and amortization        373,662         318,839         357,475       1,049,976
         Capital expenditures                       0         272,466          83,825         356,291
</TABLE>

                                       8
<PAGE>

NOTE 6 - RELATED PARTIES

         The Company had revenues  from  companies  that are  associated  with a
director,   who  was  elected  to  the  board  of  directors   during  2003,  of
approximately  $0 and $17,000 for the nine months ended  September  30, 2004 and
2003, respectively. In addition, the Company had accounts receivable outstanding
from these  companies of  approximately  $140,000 and $142,000 at September  30,
2004 and 2003, respectively.

NOTE 7- ACQUISITIONS

On July 9, 2004, Multiband (the Company) completed its acquisition, which had an
acquisition  date of June 1, 2004, of the  outstanding  membership  interests of
Rainbow  Satellite  Group,  LLC  (Rainbow),  a provider of satellite  television
services to multi-dwelling  units, for  approximately  6.9 million dollars,  two
million of which was paid for in Multiband  Preferred Stock, valued at $2.00 per
share on a conversion  formula to Multiband common stock, one million dollars of
which was paid for in cash and the  balance in  promissory  notes due by January
2005. These notes are secured by Rainbow Company assets and bear interest at the
prime rate. The stock value was a negotiated price between Buyer and Seller.  In
the event Multiband defaults in the payment of said promissory notes, the former
owners  of  Rainbow  have  certain  rights  to  repurchase  the   aforementioned
membership  interests for 20% less than any sums Multiband has paid prior to the
date of default.  The consideration  paid was based on the Company's analysis of
likely future net incomes to be generated over a six year period by the acquired
Company.  The cash was provided by funds  Multiband had  previously  raised in a
private placement.  The  aforementioned  purchase price is subject to adjustment
pursuant to the parties agreement if the number of Rainbow subscribers increases
or  decreases  as of an  adjustment  date.  The assets  were  acquired  from the
members/owners  of  Rainbow.  Prior to the  transaction,  there was no  material
relationship  between  the  owners  of  sellers  and  the  Company.   With  this
acquisition,  the Company  acquired  over  16,000  video  subscribers  which are
primarily  located in California,  Colorado,  Texas,  Florida,  Illinois and New
York.  In  connection  with the  acquisition,  the  Company  incurred a $300,000
finder's fee.

On August 9, 2004, Multiband Corporation (the Company) completed its acquisition
of certain assets of 21st Century Satellite Communications,  Inc. (21st Century)
for one million dollars, $333,333 of which was paid for in Company stock, valued
at $1.60 per share,  $250,000  of which was paid for in cash and the  balance in
equipment lease payments due by August 2007. The consideration paid was based on
the Company's  analysis of the value of the acquired video equipment and related
video subscribers  totaling  approximately 5,000. The cash was provided by funds
Vicom had  previously  raised in a private  placement.  In  connection  with the
acquisition,  the Company incurred a $125,000 finder's fee which was paid for in
Company  stock ,  valued  at $1.42  for a total of  $31,250,  and the  remaining
$93,750 is included in accrued liabilities at September 30, 2004.

         With these  acquisitions,  the Company has substantially  increased its
subscriber base.

ALLOCATION OF PURCHASE PRICE

                                          21St Century        Rainbow
                                          ------------      ----------
Total cash/stock consideration              1,000,000        7,219,999
Add: Transaction costs                        125,000          300,000
Add: Liabilities assumed                            0                0
                                            ---------        ---------
Total Consideration                         1,125,000        7,519,999
Less Tangible assets                         (416,666)        (476,358)
                                            ---------        ---------
Intangible assets, net                        708,334        7,043,641
                                            =========        =========


                                       9
<PAGE>

         The following  unaudited pro forma condensed  results of operations for
the three and nine months ended  September  30, 2004 and 2003 give effect to the
acquisition of URON, MDU, Rainbow,  and 21st Century as if such transactions had
occurred on January 1, 2003.

         The unaudited pro forma  information does not purport to represent what
the  Company's   results  of  operations   would  actually  have  been  if  such
transactions  in fact had  occurred  at such date or to  project  the  Company's
results of future operations.

<TABLE>
<CAPTION>
                                                               2004                           2003
                                                  ----------------------------    ----------------------------
                                                   CONSOLIDATED                    CONSOLIDATED
                                                   AS REPORTED      PRO FORMA      AS REPORTED      PRO FORMA
                                                     PER I/S        DISCLOSED        PER I/S        DISCLOSED
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>
THREE MONTHS - JULY TO SEPTEMBER
Revenues                                          $  9,068,758    $  9,134,591    $  6,283,365    $  9,297,729

Loss from operations                              $ (1,501,131)   $ (1,501,425)   $   (619,691)   $   (404,990)

Net loss                                          $ (1,851,593)   $ (1,851,887)   $   (832,622)   $   (750,189)

Net loss per share - basic and diluted            $       (.07)   $       (.07)   $       (.05)   $       (.04)
Weighted average shares outstanding - basic and
  diluted                                           25,480,007      25,480,007      16,981,266      16,981,266

<CAPTION>
                                                               2004                           2003
                                                  ----------------------------    ----------------------------
                                                   CONSOLIDATED                    CONSOLIDATED
                                                   AS REPORTED      PRO FORMA      AS REPORTED      PRO FORMA
                                                     PER I/S        DISCLOSED        PER I/S        DISCLOSED
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>
NINE MONTHS - JANUARY TO SEPTEMBER
Revenues                                          $ 22,734,594    $ 26,229,743    $ 17,843,508    $ 26,320,653

Loss from operations                              $ (3,861,799)   $ (3,827,946)   $ (2,023,408)   $ (1,136,437)

Net loss                                          $ (4,819,931)   $ (4,821,889)   $ (2,733,406)   $ (2,233,074)

Net loss per share - basic and diluted            $       (.21)   $       (.21)   $       (.19)   $       (.14)

Weighted average shares outstanding - basic and
  diluted                                           22,494,250      22,494,250      15,168,069      15,168,069
</TABLE>

The  unaudited  pro forma  results of  operations  for the three and nine months
ended  September 30, 2004 and 2003 as a result of the SBC  acquisition  of video
subscribers  and video  equipment  is not material to the  historical  financial
statements.


NOTE 8 - LEGAL PROCEEDINGS

         In the third  quarter of 2004,  the Company was named as a defendant in
an action  brought  by Private  Investor's  Equity  Group  (PIEG) who is seeking
damages in excess of $75,000 over an alleged financing fee owed. The Company has
raised  numerous  defenses to said action  including a release  executed by PIEG
related to said financing fee.


                                       10
<PAGE>

NOTE 9 - SUBSEQUENT EVENTS

         a) On November  12,  2004,  Multiband  Corporation  finalized a secured
convertible debt financing.

The offering was funded by a group of  institutional  and accredited  investors.
Multiband  intends on utilizing the new long-term  debt facility to  restructure
existing  short-term  debt  obtained  through the firm's  extensive  acquisition
activities and for general working capital purposes.

Under the terms of the debt  offering,  the Company  will issue  junior  secured
thirty-six  month term convertible  promissory notes in the aggregate  principal
amount of  approximately  $2,100,000.  The Company  assets  secure the notes via
junior lien. The convertible  notes accrue interest at the rate of 6% per annum,
are payable  semi-annually at the option of the Company in cash or shares of the
Company's  common stock,  and are convertible into shares of common stock at the
rate of $1.00 per share.  The Company  also is  required to file a  registration
statement providing for the resale of the shares issuable upon the conversion of
the notes.

         b) On November  16,  2004,  Multiband  Corporation  finalized a private
placement of the company's  Series H Convertible  Preferred  Stock. The Series H
Preferred Stock offering was funded by a group of  institutional  and accredited
investors.  Multiband  intends  on  utilizing  the  proceeds  received  from the
offering to retire short-term debt and for general working capital purposes.

Under the terms of the preferred stock  offering,  the Company will issue shares
of its Series H Convertible  Preferred Stock in the aggregate offering amount of
approximately  $1,050,000.  The shares of Series H Convertible  Preferred  Stock
accrue dividends at the rate of 6% per annum,  are payable  semi-annually at the
option of the Company in cash or shares of the Company's  common stock,  and are
convertible  into  shares  of common  stock at the rate of $1.00 per share  (one
million fifty  thousand  shares).  In addition,  the investors will also receive
five-year warrants to purchase an aggregate of approximately 3,150,000 shares of
Common  Stock at an  exercise  price of $1.25 per  share.  The  Company  also is
required to file a registration statement providing for the resale of the shares
issuable upon the  conversion of the Series H  Convertible  Preferred  Stock and
upon exercise of the warrants.


FORWARD-LOOKING STATEMENTS

         From time to time, the Company may publish  forward-looking  statements
relating  to  such  matters  as  anticipated  financial  performance,   business
prospects,  product pricing, management for growth, integration of acquisitions,
technological  developments,  new  products,  and similar  matters.  The Private
Securities   Litigation   Reform  Act  of  1995   provides  a  safe  harbor  for
forward-looking  statements including those made in this statement.  In order to
comply  with the terms of the Private  Securities  Litigation  Reform  Act,  the
Company notes that a variety of factors could cause the Company's actual results
and experience to differ  materially from the  anticipated  results or Company's
forward-looking statements.

         The  risks  and   uncertainties   that  may  affect   the   operations,
performance,  developments  and results of the  Company's  business  include the
following:  national  and  regional  economic  conditions;  pending  and  future
legislation affecting IT and telecommunications industries; market acceptance of
the Company's products and services;  the Company's  products and services;  the
Company's  continued ability to provide integrated  communication  solutions for
customers in a dynamic industry; and other competitive factors.

         Because these and other  factors  could affect the Company's  operating
results,  past financial  performance  should not necessarily be considered as a
reliable indicator of future performance and anticipated future period results.


                                       11
<PAGE>

                                     ITEM 2.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

GENERAL

         Multiband  Corporation  (formerly  named  Vicom,  Inc.) is a  Minnesota
corporation formed in September 1975. Multiband has two operating divisions:  1)
Multiband Business Services (MBS, legally known as Corporate Technologies,  USA,
Inc dba Multiband), and Multiband Consumer Services (MCS), which encompasses the
subsidiary  corporations,  Multiband USA, Inc.,  URON, Inc.,  Minnesota  Digital
Universe, Inc., and Rainbow Satellite Group, LLC.

         Multiband  completed  an  initial  public  offering  in June  1984.  In
November 1992,  Multiband  became a  non-reporting  company under the Securities
Exchange Act of 1934. In July 2000,  Multiband  regained its  reporting  company
status.  In December,  2000,  Multiband  stock began trading on the NASDAQ stock
exchange under the symbol VICM. In July,  2004,  concurrent with the name change
to Multiband Corporation, the Company's NASDAQ symbol changed to MBND.

         Multiband's website is located at: www.multibandusa.com.

         As of September  30, 2004,  MBS was providing  telephone  equipment and
service to approximately 600 customers,  with approximately 10,000 telephones in
service.   In  addition,   MBS  provided   computer  products  and  services  to
approximately 1,800 customers. Telecommunications systems distributed by MBS are
intended to provide users with flexible, cost-effective alternatives as compared
to systems  available from major telephone  companies,  including those formerly
comprising the Bell System and from other interconnect telephone companies.

         MBS  provides  a full  range of voice,  data and  video  communications
systems and service,  system  integrations,  training and related  communication
sales and support  activities for  commercial,  professional  and  institutional
customers,  most of which  are  located  in  Minnesota  and  North  Dakota.  MBS
purchases  products and equipment from NEC America,  Inc. (NEC),  Cisco Systems,
Inc. (Cisco), Nortel Networks Corp (Nortel),  Tadiran  Telecommunications,  Inc.
(Tadiran), and other manufacturers of communications and electronic products and
equipment.  MBS uses these  products to design  telecommunications  and computer
systems to fit its customers' specific needs and demands.

         MCS provides satellite television, local and long distance services and
internet services to residents of multi-dwelling units (MDUs), such as apartment
buildings and time share resorts. The Company obtains access agreements with the
owners of MDU properties  permitting us the rights to provide the aforementioned
services.

         At September 30, 2004,  MCS had 32,336  subscribers  using its services
(3,299  using  voice  services,  25,357  using  video  services  and 3,680 using
internet services).


                                       12
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
                                         DOLLAR AMOUNTS AS A PERCENTAGE OF               DOLLAR AMOUNTS AS A
                                                      REVENUES                          PERCENTAE OF REVENUES
                                                 THREE MONTHS ENDED                       NINE MONTHS ENDED
                                       --------------------------------------- -----------------------------------------
                                         September 30,
                                             2004         September 30, 2003    September 30, 2004   September 30, 2003
                                          (unaudited)         (unaudited)          (unaudited)          (unaudited)
                                       ------------------ -------------------- --------------------- -------------------
<S>                                          <C>                 <C>                  <C>                   <C>
REVENUES                                     100%                100%                 100.%                  100%
COST OF PRODUCTS & SERVICES                  63.9%               71.5%                68.5%                 71.3%
GROSS MARGIN                                 36.1%               28.5%                31.5%                 28.7%
SELLING, GENERAL & ADMINISTRATIVE
  INCLUDING DEPRECIATION AND
  AMORTIZATION                               46.8%               38.4%                 46.1%                40.0%
OPERATING LOSS                              -16.6%               -9.9%                -17.0%               -11.3%
  INTEREST EXPENSE & OTHER, NET              -3.9%               -3.4%                -423%                 -4.0%
LOSS BEFORE TAXES                           -20.4%              -13.3%                -21.2%               -15.3%
  INCOME TAX                                   0                   0                    0                    0
NET LOSS                                    -20.4%              -13.3%                -21.2%               -15.3%
</TABLE>

The  following  table sets forth,  for the period  indicated,  the gross  margin
percentages for Corporate Technologies USA, Inc. and MultiBand, Inc.

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED                        NINE MONTHS ENDED
                                       ---------------------------------------- -----------------------------------------
                                       SEPTEMBER 30, 2004  SEPTEMBER 30, 2003    SEPTEMBER 30, 2004   SEPTEMBER 30, 2003
                                       ------------------- -------------------- --------------------- -------------------
<S>                                          <C>                  <C>                  <C>                  <C>
GROSS MARGIN PERCENTAGES:
  MBS                                        25.3%                27.4%                24.2%                28.0%
  MCS                                        50.3%                43.1%                46.1%                41.3%
</TABLE>

RESULTS OF OPERATIONS

Revenues

         Revenues  increased  44.3% to $9,068,758 in the quarter ended September
30, 2004, as compared to $6,283,365 for the quarter ended September 30, 2003.

         Revenues for MBS decreased 11.2% in the third quarter of fiscal 2004 to
$5,203,269  as  compared  to  $5,864,468  in the third  quarter  of fiscal  2003
primarily  as a result of reduced  spending by a few larger MBS  customers.  The
Company is diversifying its customer base to add medium and small businesses and
as a result the Company hopes revenues will stabilize in future quarters.

         Revenues for MCS increased 822.8% to $3,865,489 as compared to $418,897
in the third quarter of fiscal 2003. This increase is due to expansion of MCS as
a result of the acquisitions of MDU, Rainbow and 21st Century.

         Revenues for the nine month period ended  September 30, 2004  increased
27.4% to $22,734,594  from  $17,843,508  for the same period in 2003, due to the
aforementioned increase in MCS revenues obtained as a result of the acquisitions
noted above.


                                       13
<PAGE>

Gross Margin

         The Company's gross margin  increased 82.8% or $1,483,195 to $3,272,731
for the quarter  ended  September  30, 2004 as  compared to  $1,789,536  for the
similar quarter last year. For the quarter ended September30, 2004, as a percent
of total  revenues,  gross margin was 36.0% as compared to 28.5% for the similar
period last year.

         Gross margin for MBS decreased by 18.1% to  $1,318,270  for the quarter
ended  September  30, 2004,  as compared to  $1,608,975  in the third quarter of
fiscal 2003 due to lower MBS sales and lower profits on those sales.

         Gross margin for MCS for the quarter ended September 30, 2004 increased
977.2% to  $1,945,065  as compared  to $180,561 in the second  quarter of fiscal
2003 reflecting on the increase of revenue being billed.

         For the nine month period  ended  September  30, 2004,  as a percent of
total revenues,  gross margin was 31.5% as compared to 28.7% for the same period
in 2003.  For the remainder of fiscal year 2004,  gross margin  percentages  are
expected  to remain  constant  as the  Company  continues  to enhance  recurring
subscriber revenues.

Selling, General and Administrative Expenses

         Selling, general and administrative expenses including depreciation and
amortization  increased  76.2% to $4,245,983 in the quarter ended  September 30,
2004,  compared  to  $2,409,227  in the prior year  quarter.  This  increase  is
primarily a result of increased  operating and amortization  expenses related to
the  purchase  and  addition  of new MDU  property  assets in the MCS  division.
Selling,  general and administrative expenses were, as a percentage of revenues,
46.8% for the  quarter  ended  September  30,  2004 and  38.4.1% for the similar
period a year ago.

         For the nine month  period  ended  September  30,  2004 these  expenses
increased  46.1% to  $10,488,032  as compared to $7,147,965  for the nine months
ended  September  30, 2003. As a percentage  of revenues,  selling,  general and
administrative  expenses  are 46.1% for the period ended  September  30, 2004 as
compared to 40.0% for the same period 2003.

Interest Expense

         Interest expense was $347,647 for the quarter ended September 30, 2004,
versus $202,958 for the similar period a year ago, reflecting an increase in the
Company's long term debt as a result of financing the acquisitions  noted above.
Amortization  of original  issue discount was $171,773 and $85,364 for the three
months ended September 30, 2004 and 2003, respectively.

         Interest  expense was $949,129 for the nine months ended  September 30,
2004 and  $648,368  for the same  period last year.  For the nine  months  ended
September  30, 2004  amortization  of original  issue  discount was $483,787 and
$285,345 in the same period last year, respectively.

Net Loss

         In the third quarter of fiscal 2004, the Company incurred a net loss of
$1,851,593  compared to a net loss of $832,622 for the third  fiscal  quarter of
2003. This includes a goodwill  impairment  charge of $527,879 and  amortization
primarily related to identifiable  intangible assets obtained in acquisitions of
$754,971.

          For the nine months ended  September 30, 2004, the Company  recorded a
net loss of  $4,819,931  as compared  to  $2,733,406  for the nine months  ended
September 30, 2003.

Liquidity and Capital Resources

         Available   working   capital,   at   September   30,  2004   decreased
significantly  over the  similar  period last year  primarily  due to short term
notes  payable  issued  during the third quarter and in the course of the second
quarter acquisitions.


                                       14
<PAGE>

         The Company continues to face a very competitive environment in its MBS
division which in the second  quarter of 2004 produced both  declining  revenues
and  margins  versus the same  period a year ago.  The  Company's  MCS  division
continues  to  experience   significant  growth,   primarily  due  to  increased
subscriber  related  recurring   revenues  acquired  via  various   transactions
previously mentioned herein.

         The  Company,  between  September  30,  2004 and  January 1,  2005,  is
obligated to pay approximately  $5.8 million to retire the notes payable related
to its MDU Inc. and Rainbow  acquisitions.  The Company as of September 30, 2004
did not have  available  cash on hand  sufficient to retire said notes  payable.
Nonetheless,  management of Multiband  believes that, for the near future,  cash
generated by sales of stock, and existing credit facilities,  in aggregate,  are
adequate to meet the anticipated  liquidity and capital resource requirements of
its business. The Company also believes,  although it cannot guarantee,  that it
will  continue  to be  able  to  raise  money  for  the  purposes  of  financing
acquisitions.  During the nine months  ended  September  30,  2004,  the Company
raised  approximately  $3.2 million via sales of its common stock to  accredited
investors  primarily  for such  purposes.  In  addition,  for the quarter  ended
September 30, 2004, the Company  achieved  positive  earnings  before  interest,
taxes,  depreciation,  amortization  and a non cash goodwill  impairment  charge
("EBITDA") of $146,314.

         The  Company,  as  is  common  in  the  cable  and   telecommunications
industries,  uses EBITDA as a measure of  performance  to  demonstrate  earnings
exclusive  of interest  and non cash  events.  EBITDA is not,  and should not be
considered,  an alternative to net income, income from operations,  or any other
measure for determining operating performance or liquidity,  as determined under
accounting principles generally accepted in the United States. The most directly
comparable  GAAP  reference  in the  Company's  case is the removal of interest,
depreciation,  amortization  and other non cash  charges.  The  following  table
reconciles Company EBITDA to our consolidated net loss as computed under GAAP.

<TABLE>
<CAPTION>
                                THREE MONTHS ENDED SEPTEMBER 30,   NINE MONTHS ENDED SEPTEMBER 30,
                                  ----------------------------      ----------------------------
                                      2004             2003             2004             2003
                                  -----------      -----------      -----------      -----------
<S>                               <C>              <C>              <C>              <C>
EBITDA                            $   146,314      $  (239,706)     $  (504,564)     $(1,035,062)
Interest Expense, other              (350,462)        (212,931)        (958,132)        (648,368)
Depreciation and Amortization      (1,119,566)        (379,985)      (2,557,788)      (1,049,976)
Goodwill Impairment                  (527,879)               0         (527,879)               0
Other Non Cash Expense
 associated with Common stock
 issuance                                   0                0         (271,568)               0
                                  -----------      -----------      -----------      -----------
Net Loss                          $(1,851,593)     $  (832,622)     $(4,819,931)     $(2,733,406)
                                  ===========      ===========      ===========      ===========
</TABLE>

Capital Expenditures

         The Company  used  $483,810  for capital  expenditures  during the nine
months ended  September 30, 2004, as compared to $356,291 in the similar  period
last year.  Capital  expenditures  consisted of equipment  acquired for internal
use. The Company  anticipates  future capital  purchases will remain  consistent
with current year expenditures.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Impairment of Long-Lived Assets

The  Company's  long-lived  assets  include  property,  equipment  and leasehold
improvements.  The  estimated  fair value of these  assets is  dependent  on the
Company's future  performance.  In assessing for potential  impairment for these
assets,  the Company  considers future  performance.  If these forecasts are not
met,  the  Company  may have to  record  an  impairment  charge  not  previously
recognized,  which may be  material.  During  the three  and nine  months  ended
September  30,  2004 and 2003,  the  Company  did not record  impairment  losses
related to long-lived assets.

Impairment of Goodwill

We  periodically   evaluate   acquired   businesses  for  potential   impairment
indicators.  Our judgements regarding the existence of impairment indicators are
based on legal factors,  market  conditions and  operational  performance of our
acquired  businesses.  Future events could cause us to conclude that  impairment
indicators  exist and that goodwill  associated with our acquired  businesses is
impaired.  Any resulting impairment loss could have a material adverse impact on
our  financial  condition and results of  operations.  During the three and nine
months ended September 30, 2004 and 2003, the Company recorded impairment losses
related to goodwill of $527,879 and $0, respectively.


                                       15
<PAGE>

Inventories

We value our inventory at the lower of the actual cost or the current  estimated
market value of the inventory.  We regularly review inventory quantities on hand
and record a provision for excess and obsolete  inventory.  Rapid  technological
change,  frequent new product  development,  and rapid product obsolescence that
could result in an increase in the amount of obsolete  inventory  quantities  on
hand characterize our industry.

ITEM 3.  QUANTITIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISK

         Multiband is subject to interest rate  variations  related to its notes
payable with Rainbow and Laurus  Master Fund Ltd.,  both of which have  interest
tied to the prime lending rate.

ITEM 4.  CONTROLS AND PROCEDURES

         The Company  carried out an evaluation,  under the supervision and with
the  participation  of the Company's  management,  including the Company's Chief
Executive  Officer,  and its  President  and  Chief  Financial  Officer,  of the
effectiveness  of the Company's  "disclosure  controls and procedures" as of the
end of the period  covered  by this  report,  pursuant  to Rules  13a-15(b)  and
15d-15(b)  under the Exchange  Act.  Based upon that  evaluation,  the Company's
Chief  Executive  Officer and its  President  and Chief  Financial  Officer have
concluded  that,  as of the  end of the  period  covered  by  this  report,  the
Company's  disclosure  controls and procedures were effective in timely alerting
them to material  information relating to the Company required to be included in
the  Company's  periodic  SEC  filings.  However,  due to the limited  number of
Company  employees  engaged  in the  authorization,  recording,  processing  and
reporting of transactions,  there is inherently a lack of segregation of duties.
The  Company  periodically  assesses  the cost  versus  benefit  of  adding  the
resources that would remedy or mitigate this  situation and currently,  does not
consider the benefits to outweigh the costs of adding  additional staff in light
of the limited number of transactions related to the Company's operations.

Internal Control Over Financial Reporting

         There  have  been no  significant  changes  in  internal  control  over
financial  reporting  that occurred  during the fiscal  quarter  covered by this
report that have  materially  affected,  or are reasonably  likely to materially
affect, the Company's internal control over financial reporting.


PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         The  Company is  involved in legal  actions in the  ordinary  course of
business  including,  in the third  quarter of 2004,  the Company was named as a
defendant in an action brought by Private  Investor's Equity Group (PIEG) who is
seeking  damages in excess of $75,000 over an alleged  financing  fee owed.  The
Company has raised numerous defenses to said action including a release executed
by PIEG related to said financing fee.

ITEM 2. ISSUANCE OF COMMON STOCK

         The Company,  during the third quarter, issued 106,832 common shares to
various accredited  investors for net proceeds of approximately  $106,250 mainly
due to a pre-existing  preferred  stock  conversion  right.  The securities were
offered and sold by the Company in reliance upon the  exemptions  provided under
Section 4(2) of the  Securities  Act relating to sales not  involving any public
offering, and/or Rule 506 of Regulation D under the Securities Act.

         In the third  quarter  of 2004,  the  Company  issued  common  stock in
connection  with  the  acquisitions  as  itemized  in  Note 7 in  the  condensed
footnotes herein.


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<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  31.1  Rule 13a-14(s)  Certification of Chief Executive Officer
                        - James Mandel

                  31.2  Rule 13a-14(s)  Certification of Chief Financial Officer
                        - Steven Bell

                  32.1  Section  1350  of  Sarbanes-Oxley  Act of  2002 -  James
                        Mandel and Steven Bell

         (b)      Reports on Form 8-K.
                      Filed July 9, 2004
                      Filed August 6, 2004
                      Filed August 20, 2004



                                       17
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      MULTIBAND CORPORATION
                                      Registrant


Date: November 19, 2004               By: /s/ James L. Mandel
                                          -----------------------------------
                                          Chief Executive Officer

Date: November 19, 2004               By: /s/ Steven M. Bell
                                          -----------------------------------
                                          Chief Executive Officer
                                          (Principal Financial and Accounting
                                          Officer)



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