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 JUNE 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 August  12,  2004  there  were  25,687,670  shares  outstanding  of the
registrant's  common stock,  par value $.01 per share,  and 362,031  outstanding
shares of the registrant's convertible preferred stock.

<PAGE>

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                                           MULTIBAND CORPORATION AND SUBSIDIARIES
                                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                               Three Months Ended                Six Months Ended
                                                             June 30,        June 30,       June 30,         June 30,
                                                           ------------    ------------    ------------    ------------
                                                               2004            2003            2004            2003
                                                           ------------    ------------    ------------    ------------
                                                            (unaudited)     (unaudited)     (unaudited)     (unaudited)

<S>                                                        <C>             <C>             <C>             <C>
REVENUES                                                   $  7,918,362    $  5,688,381    $ 13,665,836    $ 11,560,143

COSTS AND EXPENSES

     Cost of products and services                            5,445,895       3,914,420       9,794,744       8,225,122
     Selling, general and administrative                      2,401,641       2,127,689       4,532,260       4,029,363
     Depreciation and Amortization                            1,243,455         375,052       1,709,790         709,374
                                                           ------------    ------------    ------------    ------------
     Total Costs and Expenses                                 9,090,991       6,417,161      16,036,794      12,963,859

LOSS FROM OPERATIONS                                         (1,172,629)       (728,780)     (2,370,958)     (1,403,716)
OTHER EXPENSE
     Interest expense                                          (280,105)       (219,723)       (601,482)       (445,410)
     Other Income (expense)                                       1,260          15,232           4,101         (50,264)
                                                           ------------    ------------    ------------    ------------
     Total Other Expense                                       (278,845)       (204,491)       (597,381)       (495,674)
MINORITY INTEREST IN JOINT VENTURE                                    0          (1,393)              0          (1,393)

LOSS BEFORE INCOME TAXES                                     (1,451,474)       (934,664)     (2,968,339)     (1,900,783)

PROVISION FOR INCOME TAXES                                            0               0               0               0
                                                           ------------    ------------    ------------    ------------
NET LOSS                                                     (1,451,474)       (934,664)     (2,968,339)     (1,900,783)
Preferred Stock Dividends                                      (395,273)        (38,580)       (457,926)        (95,051)
                                                           ------------    ------------    ------------    ------------
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS                   $ (1,846,747)   $   (973,244)   $ (3,426,265)   $ (1,995,834)
                                                           ============    ============    ============    ============
LOSS PER SHARE - BASIC AND DILUTED                         $       (.06)   $       (.06)   $       (.14)   $       (.13)

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED      22,689,301      15,068,424      20,984,967      14,247,937

</TABLE>

            See notes to condensed consolidated financial statements

                                       2
<PAGE>

<TABLE>
<CAPTION>

                                           MULTIBAND CORPORATION AND SUBSIDIARIES
                                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                            JUNE 30, 2004 AND DECEMBER 31, 2003
                                                                                        June 30,       December 31,
                                                                                          2004            2003
                                                                                      ------------    ------------
                                                                                       (unaudited)      (audited)
                                       ASSETS
CURRENT ASSETS
<S>                                                                                   <C>             <C>
   Cash and cash equivalents ......................................................   $  1,514,779    $  2,945,960
   Certificate of deposit .........................................................        250,000         250,000
   Accounts receivable, net .......................................................      2,929,708       1,658,114
   Inventories, net ...............................................................      1,554,474       1,973,817
   Other Current Assets ...........................................................        121,968          96,550
                                                                                      ------------    ------------
      TOTAL CURRENT ASSETS ........................................................      6,370,928       6,924,441
                                                                                      ------------    ------------
PROPERTY AND EQUIPMENT, NET .......................................................      3,897,363       3,589,704
                                                                                      ------------    ------------
OTHER ASSETS
   Goodwill .......................................................................      2,761,245       2,748,879
   Intangible assets, net .........................................................     17,352,854         503,625
   Other ..........................................................................        131,985         136,236
                                                                                      ------------    ------------

       TOTAL OTHER ASSETS .........................................................     20,246,084       3,388,740
                                                                                      ------------    ------------
TOTAL ASSETS ......................................................................   $ 30,514,376    $ 13,902,885
                                                                                      ============    ============
                        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Checks issued in excess of cash in bank ........................................   $    355,055    $    147,398
   Wholesale line of credit .......................................................      1,256,867         976,314
   Short term debt.................................................................      6,119,999               0
   Current portion of long term debt ..............................................        821,349         998,813
   Current portion of note payable, stockholder ...................................              0          81,554
   Current portion of capital lease obligations ...................................         56,975          54,939
   Accounts payable ...............................................................      1,985,876       1,771,699
   Accrued liabilities ............................................................      3,512,978       1,459,705
   Deferred service obligations and revenue .......................................        339,615         315,227
                                                                                      ------------    ------------

      TOTAL CURRENT LIABILITIES ...................................................     14,448,714       5,805,649

LONG TERM DEBT, NET ...............................................................      2,070,880       2,087,156

OTHER LONG TERM DEBT ..............................................................        222,700               0
NOTE PAYABLE, STOCKHOLDER, NET OF CURRENT PORTION .................................         64,421          32,837
CAPITAL LEASE OBLIGATIONS, NET OF CURRENT PORTION .................................        290,191         142,898
                                                                                      ------------    ------------
TOTAL LIABILITIES .................................................................     17,096,906       8,068,540
                                                                                      ------------    ------------
MINORITY INTEREST IN SUBSIDIARY ...................................................              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
  Common stock, no par value (25,186,758 and 19,036,805 shares issued;
  25,180,518 and 19,019,786 shares outstanding) ...................................     16,187,997       7,726,505
  Stock subscriptions receivable ..................................................       (371,415)       (418,085)
   Options and warrants ...........................................................     31,266,767      30,514,872
   Unamortized compensation .......................................................         (2,277)       (217,210)
   Accumulated deficit ............................................................    (37,756,459)    (34,330,192)
                                                                                      ------------    ------------
TOTAL STOCKHOLDERS' EQUITY ........................................................     13,417,470       5,807,711
                                                                                      ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........................................   $ 30,514,376    $ 13,902,885
                                                                                      ============    ============

</TABLE>

           See notes to condensed consolidated financial statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                        SIX MONTHS ENDED
                                                                                      JUNE 30, (UNAUDITED)
                                                                                      2004           2003
                                                                                   -----------    -----------
OPERATING ACTIVITIES
<S>                                                                                <C>            <C>
   Net loss ....................................................................   $(2,968,339)   $(1,900,783)
   Adjustments to reconcile net loss to net cash flows from operating activities
      Depreciation and amortization ............................................     1,531,783        449,729
      Amortization of deferred compensation ....................................       197,487        240,381
      Amortization of original issue discount ..................................       348,178        199,980
      Common stock issued for services .........................................        19,887        321,920
      Loss on sales of property and equipment ..................................             0         76,269
      Interest receivable on stock subscription receivable .....................             0        (10,272)
      Minority interest in subsidiary...........................................             0          1,393
      Changes in operating assets and liabilities:
        Accounts receivable, net ...............................................    (1,243,338)      (241,014)
        Inventories, net .......................................................       419,343       (541,581)
        Other current assets ...................................................        15,931       (107,742)
        Other assets ...........................................................       (36,980)          (801)
        Wholesale line of credit ...............................................       280,533        (31,082)
        Accounts payable and accrued liabilities ...............................      (106,407)       283,974
        Deferred service obligations and revenue ...............................        24,388        (11,352)
                                                                                   -----------    -----------
           Net cash flows from operating activities ............................    (1,517,424)    (1,270,981)
                                                                                   -----------    -----------
INVESTING ACTIVITIES
   Purchases of property and equipment .........................................      (240,413)      (307,982)
   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
   Payment for investment in subsidiary ........................................             0        (64,878)
   Proceeds from sale of property and equipment ................................           649          6,145
   Collections on notes receivable .............................................         5,320          5,000
                                                                                   -----------    -----------
           Net cash flows from investing activities ............................    (2,521,868)      (361,715)
                                                                                   -----------    -----------
FINANCING ACTIVITIES
   Checks issued in excess of cash in bank .....................................       324,037              0
   Payments on long term debt ..................................................      (701,308)       (97,896)
   Payments on capital lease obligations .......................................       (38,093)       (47,344)
   Proceeds from issuance of long term debt ....................................             0        133,726
   Payments on note payable to stockholder .....................................       (49,970)             0
   Proceeds from issuance of stock and warrants ................................     2,724,965      1,917,998
   Exercise of warrants ........................................................       390,279        199,530
   Redemption of preferred stock ...............................................             0         (2,100)
   Preferred stock dividends ...................................................       (41,799)       (40,080)
                                                                                   -----------    -----------
           Net cash flows from financing activities ............................     2,608,111      2,063,834
                                                                                   -----------    -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...............................    (1,431,180)       431,138
CASH AND CASH EQUIVALENTS
   Beginning of period .........................................................     2,945,960        540,375
                                                                                   -----------    -----------
   End of period ...............................................................   $ 1,514,779    $   971,513
                                                                                   ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for interest, net of amortization of original issue discount ......       249,471        259,391
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 .......             0         40,000
   Current liabilities converted to stock ......................................        48,001        173,148
   Conversion of notes payable into common stock .......... ....................       510,908        522,000
   Conversion of dividend into common stock ....................................        78,591         54,971
   Reduction of stock subscription receivable ..................................             0         17,852
   Issuance of common stock for acquisition of assets-MDU and SBC .............      4,120,152              0
   Issuance of preferred stock for acquisition of assets-Rainbow ..............      2,000,000              0
   Common stock issued for services ............................................       307,571              0
   Stock subscription receivable for issuance of common stock ..................             0         40,000
   Issuance of common stock for acquisition of assets- SBC ............. ......        270,152              0
   Issuance of common stock and notes payable for acquisition of assets-MDU....      6,600,000              0
   Issuance of preferred stock and notes payable for acquisition
   of assets-Rainbow .............. ...........................................      6,519,999              0


</TABLE>

            See notes to condensed consolidated financial statements



                                    4
<PAGE>

                   MULTIBAND CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                             JUNE 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 less than 10% 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 over the estimate useful life of
three years using the  straight-line  method.  The Company began  amortizing the
customer  cable  lists over two to six years  effective  January  1,  2004.  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 is over a period of 72 months.

Amortization  of intangible  assets was $969,185 and $8,732 for the three months
ended June 30, 2004 and 2003, respectively.  For the six month period ended June
30, 2004 and 2003, amortization on intangible assets was $1,163,648 and $17,464,
respectively.  Estimated amortization expense of intangible assets for the years
ending December 31, 2004, 2005, 2006, 2007, and 2008 is $1,505,559,  $3,217,848,
$2,968,762, $2,910,622 and $2,895,616, respectively.

AMORTIZATION TABLE
<TABLE>
<CAPTION>
                                                          JUNE 30, 2004                    DECEMBER 31, 2003
                                              GROSS CARRYING      ACCUMULATED     GROSS CARRYING       ACCUMULATED
                                                  AMOUNT          AMOTIZATION         AMOUNT           AMOTIZATION
                                             ---------------------------------------------------------------------
<S>                                             <C>                 <C>             <C>                   <C>
Intangible assets subject to amortization
Florida Cable                                    300,000                 30,000        300,000                   0
URON                                             453,930                113,484              0                   0
Satellite Broadcasting                           457,576                 22,878              0                   0
Minnesota Digital                              9,551,831                392,541              0                   0
Rainbow Satellite                              7,043,641                 97,471              0                   0
Multiband Domain Name                             83,750                 47,458         83,750              39,083
MDU Subscriber rights                             60,042                  5,004              0                   0
Access contract-MBUSA                             60,000                 45,332         60,000              13,334
Debt issuance costs                              115,500                 19,248        115,500               3,208

Total                                        $18,126,270               $773,416     $  559,250            $ 55,625
                                             =====================================================================
Intangible assets not subject to
   amortization

Goodwill                                     $ 3,543,523               $782,278     $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  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.  The  Company  did not record  any  impairment  charges  related to
goodwill during the three or six months ended June 30, 2004 and 2003.


                                       5
<PAGE>

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,  $99,774  and  $120,191 of
compensation   cost  has  been  recognized  in  the  accompanying   consolidated
statements  of  operations  for the three  months  ended June 30, 2004 and 2003,
respectively.  For the six months  ended June 30,  2004 and 2003,  $212,415  and
$240,381 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:

<TABLE>
<CAPTION>

                                                    Three Months Ended              Six Months Ended
                                                           June 30                       June 30
                                                     2004           2003           2004           2003
                                                  -----------    -----------    -----------    -----------

<S>                                               <C>            <C>            <C>            <C>
Loss attributable to common stockholders          $(1,846,747)   $  (973,244)   $(3,426,265)   $(1,995,834)
Pro forma loss attributable to common shares      $(2,212,473)   $(1,138,822)   $(3,921,299)   $(2,572,409)
Basic and diluted net loss per share:
   As reported                                    $      (.08)   $     (0.06)   $      (.16)   $     (0.14)
   Pro forma loss attributable to common shares   $      (.10)   $     (0.08)   $      (.19)   $     (0.18)

Stock-based compensation:
   As reported                                    $    99,774    $   120,191    $   212,415    $   240,381
   Pro forma                                      $   365,726    $   165,578    $   495,034    $   576,575

</TABLE>

In determining  the  compensation  cost of the options  granted during the three
months  ended June 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 June 30:

<TABLE>
<CAPTION>

                                       Three Months Ended          Six Months Ended
                                              June 30                   June 30
                                         2004         2003         2004         2003
                                       --------     --------     --------     --------
<S>                                       <C>          <C>          <C>          <C>
Risk-free interest rate                   3.50%        3.62%        3.50%        3.31%
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 six months ended June 30, 2004
and 2003 were anti-dilutive.


                                      6
<PAGE>

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 six months ended June 30, 2004 and 2003, the Company  incurred net losses of
$2,968,339 and  $1,900,783,  respectively.  At June 30, 2004, the Company had an
accumulated deficit of $37,756,459. 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  equity  investment  in the Company by either  issuing
      preferred or common stock.
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.

NOTE 4 - STOCK WARRANTS

Stock warrants activity is as follows for the six months ended June 30, 2004.

                                                           WEIGHTED
                                                           AVERAGE
                                            NUMBER OF      EXERCISE
                                            WARRANTS         PRICE
                                            ---------      ---------
Warrants outstanding - December 31, 2003    7,421,874           1.87
  Granted                                     704,500           2.04
  Canceled or expired                               0              0
  Exercised                                  (475,503)          1.52
                                            ---------      ---------
Warrants outstanding - June 30, 2004        7,650,871           1.86
                                            =========      =========

The warrants  granted during the six months ended June 30, 2004 were awarded for
common stock and for services rendered.

During the six months  ended June 30,  2004,  the Company  had 171,500  warrants
exercised as cashless.

NOTE 5 - BUSINESS SEGMENTS

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

<TABLE>
<CAPTION>
                                                           Multiband       Multiband
                                                            Business        Consumer
                                           Multiband        Services        Services        Total
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
Quarter ended June 30, 2004
         Revenues                        $          0    $  5,074,651    $  2,843,711    $  7,918,362
         Income (Loss) from operations       (672,363)        (89,324)       (410,942)     (1,172,629)
         Identifiable assets                4,322,547       4,977,004      21,214,824      30,514,376
         Depreciation and amortization        389,663          92,788         770,851       1,253,302
         Capital expenditures                       0          71,807         128,947         200,754

Quarter ended June 30, 2003
         Revenues                        $          0    $  5,330,420    $    357,961    $  5,688,381
         Income (Loss) from operations       (502,859)         28,463        (254,384)       (728,780)
         Identifiable assets                3,627,690       5,711,347       2,955,839      12,294,876
         Depreciation and amortization         11,726         111,722         112,149         235,597
         Capital expenditures                       0         194,123          21,574         215,697

</TABLE>


                                      7
<PAGE>

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

<TABLE>
<CAPTION>
                                                           Multiband     Multiband
                                                           Business      Consumer
                                           Multiband       Services      Services           Total
                                         ------------    ------------    ------------    ------------
<S>                                          <C>             <C>              <C>            <C>
Six months ended June 30, 2004
         Revenues                        $          0    $ 10,142,592    $  3,523,244    $ 13,665,836
         Loss from operations              (1,132,186)       (463,854)       (774,917)     (2,370,958)
         Identifiable assets                4,322,547       4,977,004      21,214,824      30,514,375
         Depreciation and amortization        520,294         206,868       1,002,108       1,729,270
         Capital expenditures                   6,690          98,641         135,082         240,413
Six months ended June 30, 2003
         Revenues                        $          0    $ 10,967,062    $    593,081    $ 11,560,143
         Loss from operations                (909,280)        (26,431)       (468,005)     (1,403,716)
         Identifiable assets                3,627,690       5,711,347       2,955,839      12,294,876
         Depreciation and amortization         23,451         218,666         207,612         449,729
         Capital expenditures                       0         230,768          77,214         307,982

</TABLE>

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 three and six months  ended June 30, 2004
and 2003,  respectively.  In  addition,  the  Company  had  accounts  receivable
outstanding from these companies of approximately  $147,000 and $142,000 at June
30, 2004 and December 31, 2003, respectively.

NOTE 7- ACQUISITIONS

      In April 2004, the Company purchased certain assets consisting of data and
video  subscribers  and systems  from  Satellite  Broadcasting  Corporation  and
affiliates  (SBC).  The total purchase  price for said assets was  approximately
$645,000.

      On April 2,  2004,  Multiband  Corporation  (the  Company),  f/k/a  Vicom,
Incorporated,  completed its  acquisition of Minnesota  Digital  Universe,  Inc.
(MDU)  for  approximately  7.7  million  dollars,  half of which was paid for in
Multiband  Corporation  common stock,  valued at $1.75 per share,  ($3,850,000),
$1.1  million  paid in cash and the balance in  promissory  notes due by January
2005.  These notes are  unsecured  and bear no  interest.  The stock value was a
negotiated price between Seller and Buyer. 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 the Company
had previously raised in a private placement. The assets were acquired from Pace
Electronics.  Prior  to the  transaction,  there  was no  material  relationship
between  the  owners  of MDU and the  Company  other  than  the fact  that  Pace
Electronics  previously owned a 50% interest in a company subsidiary,  Multiband
USA,  Inc.,  which Vicom  repurchased  the remaining 50% of ownership  from Pace
Electronics  in January  2004 for 30,000  shares of the  Company's  common stock
valued at $39,000.

      With this acquisition,  the Company became a nationwide agent for DirecTV.
MDU services nearly 40,000 video subscribers  through a network of private cable
operators  located  throughout the United States.  The purchase also permits the
Company to receive ongoing  residual  payments from DirecTV,  during the term of
the  master  system  operator  agreement  with  DirecTV,   which  initially  had
approximately 25 months remaining at the time of purchase.

ALLOCATION OF PURCHASE PRICE-MDU AND RAINBOW

Total Cash/Stock Consideration                     14,519,999
Add: Transaction costs                              1,030,000
Add: Liabilities assumed                            1,912,153
                                                   ----------
Total Consideration                                17,462,152
Less tangible assets                                 (566,680)
Less goodwill                                               0
                                                   ----------
Intangible assets, net                             16,895,472
                                                   ==========

      MDU's results of operations for April,  May, and June 2004 are included in
the Company's income statement for the quarter ended June 30, 2004.


                                      8
<PAGE>

On July 9, 2004, Multiband (the Company) completed its acquisition, which had an
effective  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  unsecured  and bear no  interest.  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 effective date of which was June 1, 2004, the Company
acquired  over  16,000  video   subscribers   which  are  primarily  located  in
California,  Colorado,  Texas, Florida, Illinois and New York. Rainbow's results
of  operations  for  June,  2004 are  included  in the  Company's  Statement  of
Operations for the quarter ended June 30, 2004.

A final determination of the required purchase accounting  adjustments  relating
to the MDU and Rainbow  acquisitions including  the  allocation  of the purchase
price to the asset required and  liabilities  assumed based on their  respective
fair values, had not yet been made.

      The following  unaudited pro forma condensed results of operations for the
three and six months ended June 30, 2004 and 2003 give effect to the acquisition
of URON,  MDU and  Rainbow 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
                                                               ----------------------------     ----------------------------
                                                                PRO FORMA                        PRO FORMA
                                                               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 - Ended June 30, 2004 and 2003
Revenues                                                       $  7,918,362    $  8,755,440     $  5,688,381    $  8,278,302
Loss from operations                                           $ (1,172,629)   $ (1,153,363)    $   (728,780)   $   (705,379)
Net loss                                                       $ (1,451,474)   $ (1,432,208)    $   (934,664)   $   (907,182)
Net loss per share - basic and diluted                         $       (.06)   $       (.06)    $       (.06)   $       (.06)
Weighted average shares outstanding - basic and diluted          22,689,301      22,689,301       15,068,424      15,068,424

                                                               CONSOLIDATED                     CONSOLIDATED
                                                               AS REPORTED      PRO FORMA       AS REPORTED      PRO FORMA
                                                                 PER I/S        DISCLOSED         PER I/S        DISCLOSED
                                                               ------------    ------------     ------------    ------------
SIX MONTHS - Ended June 30, 2004 and 2003
Revenues                                                       $ 13,665,836    $  1,616,537     $ 11,560,143    $ 16,468,213
Loss from operations                                           $ (2,370,958)   $ (2,335,047)    $ (1,403,716)   $ (1,304,110)
Net loss                                                       $ (2,968,339)   $ (2,968,239)    $ (1,900,783)   $ (1,793,159)
Net loss per share - basic and diluted                         $       (.14)   $       (.14)    $      (.013)   $      (.013)
Weighted average shares outstanding - basic and diluted          20,984,967      20,984,967       14,247,937      14,247,937

</TABLE>

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


                                       9
<PAGE>

NOTE 8 - SUBSEQUENT EVENT

      On August 9, 2004,  Multiband  Corporation  (the  Company)  completed  its
acquisition  of  certain  assets  of  21st  Century  Satellite   Communications,
Inc.(MDU)  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.

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.


                                        10
<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 June 30, 2004, MBS was providing  telephone equipment and service to
approximately 800 customers, with approximately 17,000 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 June 30, 2004,  MCS had 27,897  subscribers  using its services  (3,248
using voice  services,  21,763  using video  services  and 2,886 using  internet
services).


                                       11
<PAGE>

<TABLE>
<CAPTION>

SELECTED CONSOLIDATED FINANCIAL DATA

                                                       DOLLAR AMOUNTS AS A                      DOLLAR AMOUNTS AS A
                                                     PERCENTAGE OF REVENUES                    PERCENTAE OF REVENUES
                                                        THREE MONTHS ENDED                        SIX MONTHS ENDED
                                                ---------------------------------        ----------------------------------
                                                June 30, 2004       June 30, 2003        June 30, 2004        June 30, 2003
                                                 (unaudited)         (unaudited)          (unaudited)          (unaudited)
                                                -------------       -------------        -------------        -------------
<S>                                                 <C>                 <C>                  <C>                   <C>
REVENUES                                            100%                100%                 100.%                 100%
COST OF PRODUCTS & SERVICES                         68.7%               68.8%                71.6%                71.2%
GROSS MARGIN                                        31.2%               31.2%                28.3%                28.8%
SELLING, GENERAL & ADMINISTRATIVE                   46.0%               44.0%                45.6%                41.0%
OPERATING LOSS                                     -14.1%              -12.8%                -17.3%               -12.1%
  INTEREST EXPENSE & OTHER, NET                     -3.5%               -3.6%                -4.3%                -4.3%
LOSS BEFORE TAXES                                  -18.3%              -16.4%                -21.7%               -16.4%
  INCOME TAX                                          0                   0                    0                    0
NET LOSS                                           -18.3%              -16.4%                -21.7%               -16.4%

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

                                                        THREE MONTHS ENDED                         SIX MONTHS ENDED
                                                JUNE 30, 2004        JUNE 30, 2003        JUNE 30, 2004        JUNE 30, 2003
                                                -------------       -------------        -------------        -------------
GROSS MARGIN PERCENTAGES:
  MBS                                               25.7%                30.4%                23.6%                28.2%
  MCS                                               41.1%                43.6%                41.8%                55.65

</TABLE>

RESULTS OF OPERATIONS

Revenues

      Revenues increased 39.2% to $7,918,362 in the quarter ended June 30, 2004,
as compared to $5,688,381 for the quarter ended June 30, 2003.

      Revenues for (MBS)  decreased 4.7% in the second quarter of fiscal 2004 to
$5,074,651  as  compared  to  $5,330,420  in the second  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 expects revenues will stabilize in future quarters.

      Revenues for MCS increased 694.1% to $2,843,711 as compared to $357,961 in
the second quarter of fiscal 2003. This increase is due to expansion of MCS as a
result of the acquisitions of MDU and Rainbow.

      Revenues for the six month period ended June 30, 2004  increased  18.2% to
$13,665,836   from  $11,560,143  for  the  same  period  in  2003,  due  to  the
aforementioned increase in MCS revenues obtained via acquisitions.

Gross Margin

      The Company's  gross margin  increased 39.3% or $698,506 to $2,472,467 for
the  quarter  ended June 30,  2004 as  compared  to  $1,773,961  for the similar
quarter last year.  For the quarter  ended June 30, 2003,  as a percent of total
revenues,  gross  margin was 31.5% as compared  to 31.1% for the similar  period
last year.


                                       12
<PAGE>

      Gross  margin for MBS  decreased  by 26.2% to  $1,303,471  for the quarter
ended June 30, 2004, as compared to  $1,618,065 in the second  quarter of fiscal
2003 due to lower MBS sales and lower profits on those sales.

      Gross margin for MCS for the quarter ended June 30, 2004 increased  649.5%
to  $1,168,996  as compared  to  $155,896  in the second  quarter of fiscal 2003
reflecting on the increase of revenue being billed.

      For the six month  period  ended  June 30,  2004,  as a  percent  of total
revenues,  gross  margin was 28.5% as  compared  to 28.8% for the same period in
2003.  For the second half of fiscal year 2004,  gross  margin  percentages  are
expected to remain  constant or increase  slightly as the company  continues  to
enhance recurring subscriber revenues.

Selling, General and Administrative Expenses

      Selling,  general and administrative  expenses including  depreciation and
amortization  increased  45.6% to $3,645,096 in the quarter ended June 30, 2004,
compared to $2,502,741  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,  46.0% for the
quarter ended June 30, 2004 and 43.9% for the similar period a year ago.

      For the six month  period  ended June 30,  2004 these  expenses  increased
31.7% to $6,242,050 as compared to $4,738,737  for the six months ended June 30,
2003. As a percentage of revenues,  selling, general and administrative expenses
are 45.3% for the period  ended June 30,  2004 as compared to 45.2% for the same
period 2003.

Interest Expense

      Interest expense was $280,105 for the quarter ended June 30, 2004,  versus
$219,723  for the  similar  period a year ago,  reflecting  an  increase  in the
Company's long term debt.  Amortization  of original issue discount was $159,199
and  $85,364  for the three  months  ended June 30,  2004 and 2003.  For the six
months ended June 30, 2004  amortization of original issue discount was $348,178
and $199,980 in the same period last year.

      Interest  expense was  $601,482 for the six months ended June 30, 2004 and
$445,410  for the same period last year.

Net Loss

      In the second quarter of fiscal 2004,  the Company  incurred a net loss of
$1,451,474  compared to a net loss of $934,664 for the second fiscal  quarter of
2003.

      For the six months ended June 30, 2004, the Company recorded a net loss of
$2,968,339 as compared to $1,900,783 for the six months ended June 30, 2003.

Liquidity and Capital Resources

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

      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  June 30, 2004 and January 1, 2005,  is obligated to
pay  approximately  $6.9 million to retire the notes payable  related to its MDU
Inc.  and  Rainbow  acquisitions.  The  Company as of June 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 six months ended June 30, 2004, the Company raised approximately $3.1
million via sales of its common stock to accredited investors primarily for such
purposes. In addition, for the quarter ended June 30, 2004, the Company achieved
positive  earnings  before  interest,  taxes,  depreciation,   and  amortization
("EBITDA") of $70,826.


                                       13
<PAGE>

      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
accounting  principles  generally  accepted  in the  United  States  of  America
reference in the Company's  case is the removal of interest,  depreciation,  and
amortization  expenses.  The following  table  reconciles  Company EBITDA to our
consolidated net loss as computed under GAAP.

<TABLE>
<CAPTION>

                                                  THREE MONTHS ENDED JUNE 30,              SIX MONTHS ENDED JUNE 30,
                                                   2004                2003               2004                2003
                                                -----------         -----------        -----------         -----------
<S>                                             <C>                   <C>              <C>                 <C>
EBITDA                                          $    70,826           $(353,728)       $  (661,168)        $  (674,500)
Interest Expense and other                         (278,845)           (205,884)          (597,380)           (516,908)
Depreciation and Amortization                    (1,243,455)           (375,052)        (1,709,790)           (709,375)
                                                -----------         -----------        -----------         -----------
Net Loss                                        $(1,451,474)          $(934,664)       $(2,968,339)        $(1,900,783)
                                                ===========         ===========        ===========         ===========
</TABLE>

Capital Expenditures

      The Company used $196,347 for capital  expenditures  during the six months
ended June 30,  2004,  as compared to $307,982 in the similar  period last year.
Capital  expenditures  consisted  of equipment  acquired  for internal  use. The
Company  anticipates  that for the  second  half of  fiscal  year  2004  capital
purchases will remain somewhat consistent with first half capital 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 six months ended June 30, 2004 and
2003,  the Company did not record any  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 six
months ended June 30, 2004 and 2003,  the Company did not record any  impairment
losses related to goodwill.

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.


                                       14
<PAGE>

ITEM 3.  QUANTITIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISK

      Multiband  is subject to  interest  rate  variations  related to its notes
payable  with Raibow 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. However, as of June 30, 2004, Multiband was not engaged in any pending
legal proceedings where, in the opinion of the Company, the outcome is likely to
have a  material  adverse  effect  upon  the  business,  operating  results  and
financial condition of the Company.

ITEM 2. ISSUANCE OF COMMON AND PREFERRED STOCK

      The Company,  during the second quarter, issued 1,650,000 common shares to
various accredited investors for net proceeds of approximately $3.1 million. 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 second  quarter of 2004,  the Company  issued  common and preferred
stock in connection with the acquisitions as itemized in Note 7 in the condensed
footnotes herein.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      (a)   An annual meeting of Vicom (now Multiband Corporation)  shareholders
            was held on June 17, 2004. There were present or present by proxy at
            the meeting  12,438,122  votes,  the  majority  necessary  to hold a
            quorum.

      (b)   The meeting resulted in the following votes related to the following
            proxy items:

                  1. Election of Directors:

         Steven Bell                Frank Bennett            Jonathan Dodge
         David Ekman                Eugene Harris            James Mandel
         Donald Miller              David Weiss


                                       15
<PAGE>

<TABLE>
<CAPTION>

                                               For                   Against           Abstain
<S>                                         <C>                       <C>                  <C>
         Ekman                              12,368,122                70,000               0
         Bennett                            12,368,122                70,000               0
         Mandel                             12,366,872                70,000               0
         Bell                               12,436,872                 1,250               0
         Miller, Dodge, Harris, Weiss       12,438,122                     0               0

</TABLE>

                 2.  To approve an  amendment  to Vicom's  1999  Employee  Stock
                     Compensation  Plan to  increase  the total  number of stock
                     shares reserved for awards to employees under the Plan from
                     1.8 million to 4.3 million.

                          For               Against          Abstain
                          12,102,441        328,181          7,500

                 3.  To  approve  an  amendment  to  Vicom's  2000  Non-Employee
                     Director  Stock  Compensation  Plan to  increase  the total
                     number of stock  shares  reserved  for awards to  Directors
                     under the Plan from 300,000 to 800,000.

                          For               Against          Abstain
                          12,094,229        338,008          5,885

                 4.  To approve  an  amendment  to  Vicom's  bylaws to lower the
                     percentage  of the  outstanding  shares needed to achieve a
                     quorum for a shareholder meeting from 50.1% to 34%.

                          For               Against          Abstain
                          12,078,698        290,206          69,218

                 5.  To  approve  an  amendment  to the  Company's  Articles  of
                     Incorporation  to change  the  Company's  name from  VICOM,
                     Incorporated to Multiband Corporation.

                          For               Against          Abstain
                          12,436,171        0                1,951

                 6.  To   approve  an   amendment   to   Vicom's   Articles   of
                     Incorporation  to increase the  authorized  number of Vicom
                     shares from 50 million to 100 million.

                          For               Against          Abstain
                          12,043,941        313,181          81,000

                 7.  Ratify the  election of Virchow,  Krause & Company,  LLP as
                     independent auditors of the Company for Fiscal Year 2003.

                           For               Against          Abstain
                           11,438,122        0                1 million


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 June 9, 2004


                                      16
<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: August 19, 2004           By:
                                   -----------------------
                                   /s/ James L. Mandel
                                   Chief Executive Officer

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


                                      17