================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                   FORM 10-Q/A2

(Mark One)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    |X|      SECURITIES AND EXCHANGE ACT OF 1934
                      FOR THE PERIOD ENDING MARCH 31, 2005
                                       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

                         Internet: www.multibandusa.com

     (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 May  13,  2005  there  were  28,751,751  shares  outstanding  of the
registrant's  common stock,  par value $.01 per share,  and 457,201  outstanding
shares of the registrant's convertible preferred stock.
================================================================================

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                     MULTIBAND CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                              Three Months Ended
                                                              ------------------
                                                         March 31,            March 31,
                                                           2005                 2004
                                                       ------------         ------------
                                                        (unaudited)          (unaudited)
<S>                                                    <C>                  <C>
REVENUES                                               $  3,706,876         $    762,655
COSTS AND EXPENSES
     Cost of products and services (exclusive of
     depreciation and amortization                        1,872,268              410,962
      shown separately below)
     Selling, general and administrative                  2,146,912              828,153
     Depreciation and amortization                        1,148,867              352,245
                                                       ------------         ------------
          Total Costs and Expenses                        5,168,047            1,591,360
                                                       ------------         ------------
LOSS FROM OPERATIONS                                     (1,468,411)            (828,705)
                                                       ------------         ------------
OTHER EXPENSE
     Interest expense                                      (685,701)            (229,334)
     Other Income (expense)                                   4,932               14,863
                                                       ------------         ------------
     Total Other Expense                                   (680,769)            (214,471)
                                                       ------------         ------------
LOSS FROM CONTINUING OPERATIONS                          (2,141,940)          (1,043,176)

LOSS FROM DISCONTINUED OPERATIONS                          (441,268)            (473,688)

NET LOSS                                                 (2,583,208)          (1,516,864)
Preferred Stock Dividends                                   931,084               62,653
                                                       ------------         ------------
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS               $ (3,514,292)        $ (1,579,517)
                                                       ============         ============
BASIC AND DILUTED LOSS PER COMMON SHARE:
     LOSS FROM CONTINUING OPERATIONS                           (.08)                (.05)
     LOSS FROM DISCONTINUED OPERATIONS                         (.01)                (.03)
     NET LOSS                                                  (.09)                (.08)
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS                       (.13)                (.08)
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC
  AND DILUTED                                            27,216,574           19,280,632
</TABLE>

            See notes to condensed consolidated financial statements


                                       2
<PAGE>

<TABLE>
<CAPTION>
                     MULTIBAND CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

-------------------------------------------------------------------------------------------------------------------------
                                                                                     March 31, 2005  December 31, 2004
                                                                                       (unaudited)       (audited)
-------------------------------------------------------------------------------------------------------------------------
                                       ASSETS
-------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>              <C>
   Cash and cash equivalents                                                          $  5,928,109     $    726,553
-------------------------------------------------------------------------------------------------------------------------
   Certificate of deposit                                                                  650,000          650,000
-------------------------------------------------------------------------------------------------------------------------
   Accounts receivable, net                                                              3,298,786        2,783,774
-------------------------------------------------------------------------------------------------------------------------
   Inventories                                                                             234,052          231,993
-------------------------------------------------------------------------------------------------------------------------
   Current assets of discontinued operations                                                    --          634,307
-------------------------------------------------------------------------------------------------------------------------
   Note receivable, net                                                                    339,051               --
-------------------------------------------------------------------------------------------------------------------------
   Other Current Assets                                                                    208,586          146,334
                                                                                      ------------     ------------
-------------------------------------------------------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                                                              10,658,584        5,172,961
                                                                                      ------------     ------------
-------------------------------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                                                              4,203,454        4,372,474
                                                                                      ------------     ------------
-------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS
-------------------------------------------------------------------------------------------------------------------------
   Goodwill                                                                                812,366          812,366
-------------------------------------------------------------------------------------------------------------------------
   Intangible assets, net                                                               15,601,701       16,081,635
-------------------------------------------------------------------------------------------------------------------------
   Other assets of discontinued operations                                                       0           47,975
-------------------------------------------------------------------------------------------------------------------------
   Other assets                                                                            145,397          146,301
                                                                                      ------------     ------------
-------------------------------------------------------------------------------------------------------------------------
       TOTAL OTHER ASSETS                                                               16,559,464       17,088,277
                                                                                      ------------     ------------
-------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                          $ 31,421,502     $ 26,633,712
                                                                                      ============     ============
-------------------------------------------------------------------------------------------------------------------------
                        LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
-------------------------------------------------------------------------------------------------------------------------
   Checks issued in excess of cash in bank                                            $    235,352     $    234,348
-------------------------------------------------------------------------------------------------------------------------
   Short-term debt                                                                       2,186,099        4,481,099
-------------------------------------------------------------------------------------------------------------------------
   Wholesale line of credit                                                                     --          926,201
-------------------------------------------------------------------------------------------------------------------------
   Current portion of long-term debt                                                     1,429,450        1,524,527
-------------------------------------------------------------------------------------------------------------------------
   Current portion of note payable, stockholder                                             32,837           84,801
-------------------------------------------------------------------------------------------------------------------------
   Current portion of capital lease obligations                                            202,355          201,530
-------------------------------------------------------------------------------------------------------------------------
   Accounts payable                                                                      2,410,006        2,561,611
-------------------------------------------------------------------------------------------------------------------------
   Accrued liabilities                                                                   3,304,055        3,030,024
-------------------------------------------------------------------------------------------------------------------------
   Contingent liability                                                                    222,700          222,700
-------------------------------------------------------------------------------------------------------------------------
   Customer deposits                                                                       325,125           59,875
-------------------------------------------------------------------------------------------------------------------------
   Current liabilities of discontinued operations                                          545,381          370,921
-------------------------------------------------------------------------------------------------------------------------
   Deferred subscription revenue                                                           512,200          406,738
                                                                                      ------------     ------------
-------------------------------------------------------------------------------------------------------------------------
      TOTAL CURRENT LIABILITIES                                                         11,405,560       14,104,375
-------------------------------------------------------------------------------------------------------------------------
LONG-TERM LIABILITIES
-------------------------------------------------------------------------------------------------------------------------
    Long-term debt, net                                                                  1,481,754        3,498,657
-------------------------------------------------------------------------------------------------------------------------
    Capital lease obligations, net of current portion                                      453,344          481,249
-------------------------------------------------------------------------------------------------------------------------
    Long-term liabilities of discontinued operations                                       500,000               --
                                                                                      ------------     ------------
-------------------------------------------------------------------------------------------------------------------------
          TOTAL LIABILITIES                                                             13,840,658       18,084,281
                                                                                      ------------     ------------
-------------------------------------------------------------------------------------------------------------------------
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 (8,680  and 8,700 shares issued and outstanding, $91,140 and $91,350
liquidation  preference)                                                                    61,800           62,000
-------------------------------------------------------------------------------------------------------------------------
  10% Class C (125,340 and 125,400 shares issued and outstanding, $1,253,480 and
$1,254,000 liquidation preference                                                        1,610,505        1,611,105
-------------------------------------------------------------------------------------------------------------------------
  10% Class F (150,000 shares issues and outstanding, $1,500,000 liquidation
preference)                                                                              1,500,000        1,500,000
-------------------------------------------------------------------------------------------------------------------------
   8% Class G (45,245  shares issued and outstanding, $452,450  liquidation
preference)                                                                                179,897          179,897
-------------------------------------------------------------------------------------------------------------------------
  6% Class H (4.77 and 11.5 shares issued and outstanding, $477,000 and $1,150,000
liquidation preference)                                                                          0                0
-------------------------------------------------------------------------------------------------------------------------
  Variable rate Class I (100,000 shares issued and outstanding , $10,000,000
liquidation preference)                                                                          0                0
-------------------------------------------------------------------------------------------------------------------------
  Common stock, no par value (28,344,304 and 25,784,490 shares issued;
  28,342,300 and 25,781,818 shares outstanding)                                         18,020,929       16,888,291
-------------------------------------------------------------------------------------------------------------------------
  Stock subscriptions receivable                                                          (324,865)        (391,264)
-------------------------------------------------------------------------------------------------------------------------
   Options and warrants                                                                 44,528,600       32,985,983
-------------------------------------------------------------------------------------------------------------------------
   Unamortized compensation                                                               (196,873)          (1,724)
-------------------------------------------------------------------------------------------------------------------------
   Accumulated deficit                                                                 (48,218,901)     (44,704,609)
                                                                                      ------------     ------------
-------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                                              17,580,844        8,549,431
                                                                                      ------------     ------------
-------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                            $ 31,421,502     $ 26,633,712
                                                                                      ============     ============
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

           See notes to condensed consolidated financial statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>
                     MULTIBAND CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
           FOR THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (Unaudited)

-----------------------------------------------------------------------------------------------------------------------
                                                                                          THREE MONTHS ENDED
                                                                                                MARCH 31,
-----------------------------------------------------------------------------------------------------------------------
                                                                                           2005             2004
-----------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>
   Net loss                                                                            $ (2,583,208)    $ (1,516,864)
-----------------------------------------------------------------------------------------------------------------------
   Adjustments to reconcile net loss to net cash flows from operating activities
-----------------------------------------------------------------------------------------------------------------------
      Depreciation and amortization                                                       1,273,112          363,327
-----------------------------------------------------------------------------------------------------------------------
      Amortization of deferred compensation                                                  17,761          112,641
-----------------------------------------------------------------------------------------------------------------------
      Amortization of original issue discount                                               500,098          188,979
-----------------------------------------------------------------------------------------------------------------------
      Gain on sale of business segment                                                     (103,491)              --
-----------------------------------------------------------------------------------------------------------------------
      Common stock issued for services                                                       19,200           19,887
-----------------------------------------------------------------------------------------------------------------------
        Accounts receivable, net                                                           (515,012)        (385,460)
-----------------------------------------------------------------------------------------------------------------------
        Inventories                                                                        (323,069)          22,599
-----------------------------------------------------------------------------------------------------------------------
        Other current assets                                                                (62,252)         (10,028)
-----------------------------------------------------------------------------------------------------------------------
        Other assets                                                                             --          (37,171)
-----------------------------------------------------------------------------------------------------------------------
        Wholesale line of credit                                                           (926,201)         477,411
-----------------------------------------------------------------------------------------------------------------------
        Accounts payable and accrued liabilities                                           (288,664)        (459,736)
-----------------------------------------------------------------------------------------------------------------------
        Deferred service obligations and revenue                                             73,564           17,028
-----------------------------------------------------------------------------------------------------------------------
        Customer deposits                                                                   265,249               --
                                                                                       ------------     ------------
-----------------------------------------------------------------------------------------------------------------------
           Net cash flows from operating activities                                      (2,652,913)      (1,207,387)
                                                                                       ------------     ------------
-----------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
-----------------------------------------------------------------------------------------------------------------------
   Purchases of property and equipment                                                     (141,150)         (39,659)
-----------------------------------------------------------------------------------------------------------------------
   Purchases of intangible asset                                                           (120,000)              --
-----------------------------------------------------------------------------------------------------------------------
   Purchase of Ultravision                                                                 (287,050)              --
-----------------------------------------------------------------------------------------------------------------------
   Proceeds from sale of business segment                                                 1,682,184               --
-----------------------------------------------------------------------------------------------------------------------
   Proceeds from sale of property and equipment                                                  --              151
-----------------------------------------------------------------------------------------------------------------------
   Collections on notes receivable                                                               --            3,000
                                                                                       ------------     ------------
-----------------------------------------------------------------------------------------------------------------------
           Net cash flows from investing activities                                       1,133,984          (36,508)
                                                                                       ------------     ------------
-----------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
-----------------------------------------------------------------------------------------------------------------------
   Checks issued in excess of cash in bank                                                    1,003           (4,623)
-----------------------------------------------------------------------------------------------------------------------
   Payments on short-term debt                                                           (2,295,000)              --
-----------------------------------------------------------------------------------------------------------------------
   Payments on long-term debt                                                            (2,064,077)         (31,867)
-----------------------------------------------------------------------------------------------------------------------
   Payments on capital lease obligations                                                    (27,079)         (19,723)
-----------------------------------------------------------------------------------------------------------------------
   Payments on note payable to stockholder                                                  (51,964)          (9,735)
-----------------------------------------------------------------------------------------------------------------------
   Proceeds from issuance of stock and warrants                                          11,116,458               --
-----------------------------------------------------------------------------------------------------------------------
   Payments received on stock subscriptions receivable                                       66,399               --
-----------------------------------------------------------------------------------------------------------------------
   Redemption of preferred stock                                                               (800)               0
-----------------------------------------------------------------------------------------------------------------------
   Preferred stock dividends                                                                (24,455)         (33,524)
                                                                                       ------------     ------------
-----------------------------------------------------------------------------------------------------------------------
           Net cash flows from financing activities                                       6,720,485          (99,472)
                                                                                       ------------     ------------
-----------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                          5,201,556       (1,343,367)
-----------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
-----------------------------------------------------------------------------------------------------------------------
   Beginning of period                                                                      726,553        2,945,960
-----------------------------------------------------------------------------------------------------------------------
   End of period                                                                          5,928,109        1,602,593
                                                                                       ------------     ------------
-----------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
-----------------------------------------------------------------------------------------------------------------------
   Cash paid for interest, net of amortization of original issue discount                   255,060          128,405
-----------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
-----------------------------------------------------------------------------------------------------------------------
   Note receivable recorded on sale of discontinued operations                              339,051               --
-----------------------------------------------------------------------------------------------------------------------
   Issuance of common stock for acquisition of assets                                             0          274,800
-----------------------------------------------------------------------------------------------------------------------
   Conversion of preferred stock into common stock                                          673,335                0
-----------------------------------------------------------------------------------------------------------------------
   Current liabilities converted to stock                                                    10,603           36,223
-----------------------------------------------------------------------------------------------------------------------
   Conversion of notes payable into common stock                                            548,001          190,000
-----------------------------------------------------------------------------------------------------------------------
   Conversion of dividend into common stock                                                  94,748                0
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

            See notes to condensed consolidated financial statements


                                       4
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------

    Nature of Business

Multiband  Corporation and subsidiaries,  formerly known as Vicom,  Incorporated
and subsidiaries, (the Company) was incorporated in Minnesota in September 1975.
The Company  provides  voice,  data and video  services to  multi-dwelling  unit
customers.  The  Company's  products and services are sold to customers  located
throughout the United States of America.

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 three months ended March 31, 2005 and 2004, the Company  incurred net losses
of $2,583,208, and $1,516,864,  respectively. At March 31, 2005, the Company had
an accumulated  deficit of $48,218,901.  The Company's  ability to continue as a
going  concern is  dependent on it  ultimately  achieving  profitability  and/or
raising  additional  capital.  On February 3, 2005, the Company  completed a $10
million private placement of the Company's Series I Convertible  Preferred Stock
which  includes  $520,000  of  offering  costs.  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.  The Company,  in February  2005 issued  $10,000,000
worth of Class I Preferred Stock to a group of accredited investors.
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.
6. Discontinuation of Multiband business services segment which was unprofitable
in 2004.


                                                                          Page 5
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

    Principles of Consolidation

The  consolidated   financial  statements  include  the  accounts  of  Multiband
Corporation (MB) and its wholly owned subsidiaries, Corporate Technologies, USA,
Inc. (CTU), URON, Inc., Minnesota Digital,  Inc. (MDU), Rainbow Satellite Group,
LLC (Rainbow) and Multiband Subscriber Services, Inc. (Multiband) which provides
voice, data and video services to residential  multi-dwelling units. In February
2003,  the Company formed a 50% owned  subsidiary,  Multiband USA, Inc. (MB USA)
with Pace  Electronics,  Inc. (PACE) a video  wholesaler,  and provides the same
services as Multiband).  On January 1, 2004, the Company  purchased the 50% PACE
interest  in  Multiband  USA.  All  significant  intercompany  transactions  and
balances have been eliminated in consolidation.

On January 1, 2004, the Company merged Multiband into CTU. On April 1, 2005, the
continuing operations of CTU terminated (see Note 7.)

    Discontinued Operations

During  the  first  quarter  of  2005,  the  Company  sold  certain  assets  and
transferred  certain  liabilities  related to its  Multiband  Business  Services
(a/k/a CTU). The Company began  discussions  and efforts to sell these assets in
the fourth quarter of 2004.  These assets met the  requirements  of Statement of
Financial  Accounting  Standards No. 144, "Accounting for Impairment or Disposal
of Long-Lived Assets" as being held for sale.  Operations and cash flows will be
eliminated as a result of the sale and the Company will not have any significant
involvement in the  operations  after the sale. In accordance  with  appropriate
accounting rules, the Company has reclassified the previously reported financial
results to exclude  the results of the  Multiband  Business  Services  (CTU) and
these  results are  presented  on a historical  basis as a separate  line in the
consolidated  statements  of  operations  and the  consolidated  balance  sheets
entitled  "Discontinued  Operations".  All of the financial  information  in the
consolidated  financial  statements  and  notes  to the  consolidated  financial
statements has been revised to reflect only the results of continuing operations
(see Note 7). Based on the  discussions  and efforts to sell these  assets,  the
Company  determined,  based on the final  purchase price which was arrived at in
the first quarter of 2005,  it was required to take an impairment  charge to the
goodwill of the Multiband Business Services division. As a result, an impairment
charge  related to goodwill of $2,221,000  was recorded in the fourth quarter of
2004.

    Revenues and Cost Recognition

The  Company  recognizes  revenue in  accordance  with the  Securities  Exchange
Commission's Staff Accounting Bulletin No. 104 (SAB 104) "Revenue  Recognition",
which requires that four basic criteria be met before revenue can be recognized:
(i)  persuasive  evidence of a customer  arrangement  exists;  (ii) the price is
fixed or determinable;  (iii)  collectibility  is reasonable  assured;  and (iv)
product  delivery  has  occurred or  services  have been  rendered.  The Company
recognizes revenue (included in discontinued operations) as products are shipped
based on FOB shipping point terms when title passes to customers.

The Company earns  revenues from six 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) Voice,  data,  and video
revenue directly generated by the Company as a principal to subscribers,  and 6)
DirecTV master service operator revenue earned primarily  through the activation
of and residual fees on video programming services.


                                                                          Page 6
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

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.  This revenue has been included with  discontinued
operations.

Customer's  contract 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.  Revenue is  recognized  when the  products  are
delivered  and  installed  and the  customer  has accepted the terms and has the
ability to fulfill the terms.  This revenue has been included with  discontinued
operations.

Substantially all of the service revenue the Company had in the past was part of
the business  segment,  Multiband  Business  Services,  which was sold effective
after business hours March 31, 2005. Service revenues for continuing  operations
accounted  for less than 10% of total  revenues for the three months ended March
31, 2005 and 2004.

Revenue generated from activation on video programming services is earned in the
month of activation.  According to the Company's  agreement with DirecTV, in the
event that a customer cancels within the first 12 months of service, DirecTV has
the right to  chargeback  the  Company  for a  portion  of the  activation  fees
received. In accordance with Securities Exchange Commission SAB 104, the Company
has estimated the potential  charge back of  commissions  received on activation
fees  during the past 12 months  based on  historical  percentages  of  customer
cancellations  and has included that amount as a reduction of revenue.  Residual
income is earned  as  services  are  provided  by  DirecTV  through  its  system
operators.  As a master system  operator for DirecTV,  the Company earns a fixed
percentage based on net cash received by DirecTV for recurring  monthly services
and a variable  amount  depending on the number of activations in a given month.
The  Company's  master  system  operator  contract with DirecTV also permits the
Company to earn revenues  through its control of other system  operators who are
unable to provide  DirecTV  video  programming  services  without the  Company's
performance.

The Company has determined that the accounting  policies for income  recognition
described above were in accordance with the Financial Accounting Standards Board
Emerging Issues Task Force ("EITF") Issue No. 99-19, "Reporting Revenue Gross as
a Principal versus Net as an Agent".  EITF No. 99-19 employs  multi-factor tests
to determine whether amounts charged to customers in respect of certain expenses
incurred should be included in revenues or netted against such expenses.

The  Company  reports  the  aforementioned  voice,  data and  video  programming
revenues on a gross basis based on the  following  factors:  the Company has the
primary  obligation in the arrangement with its customers;  the Company controls
the pricing of its  services;  the  Company  performs  customer  service for the
agreements;  the Company approves customers; and the Company assumes the risk of
payment for services  provided.  The Company  reports  DirecTV  revenue on a net
basis.

Multiband,  Rainbow,  MDU and MB USA user charges are  recognized as revenues in
the period the related services are provided in accordance with SAB 104.

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

    Goodwill and Other Intangible 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.


                                                                          Page 7
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

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.  Goodwill  related  to  continuing  operations  was
$812,366 as of March 31, 2005.

Components of intangible assets are as follows:

<TABLE>
<CAPTION>
                                               March  31, 2005                  December 31, 2004
                                               ---------------                  -----------------
                                           Gross                             Gross
                                           Carrying     Accumulated          Carrying     Accumulated
                                           Amount       Amortization         Amount       Amortization
                                        -----------     -----------        -----------    -----------
<S>                                     <C>             <C>                <C>            <C>
Intangible assets subject to
amortization Domain name                $    83,750     $    60,021        $    83,750    $    55,833
     Access contracts                        60,000          38,333             60,000         33,333
     Debt issuance costs                    313,837         112,526            313,837         47,214
     Right of entry                      17,346,759       2,652,175         17,226,759      1,933,294
     Customer cable lists                 1,019,119         358,709            753,930        286,967
                                        -----------     -----------        -----------    -----------
         Total                          $18,823,465     $ 3,221,764        $18,438,276    $ 2,356,641
                                        ===========     ===========        ===========    ===========
Intangible assets not subject to
amortization
     Goodwill                           $   812,366     $         0        $   812,366    $         0
                                        ===========     ===========        ===========    ===========
</TABLE>

         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,  over their useful  estimated  lives ranging from two to five years.  The
Company is amortizing the right of entry contracts,  over their estimated useful
lives ranging from 36 to 73 months.  Debt issuance  costs are amortized over the
life of the loan of  approximately  three years using the  straight-line  method
which approximates the interest method.

Amortization of intangible assets was $865,123, and $91,454 for the three months
ended March 31, 2005 and 2004, respectively. Amortization of debt issuance costs
of $65,312 is included in interest expense.  Estimated  amortization  expense of
intangible assets for the years ending December 31, 2005, 2006, 2007, 2008, 2009
and 2010 is  $3,297,005,  $3,047,921,  $2,974,281,  $2,908,666,  $2,817,297  and
$1,036,464, respectively. The weighted average remaining life of the intangibles
is 5.5 years with right of entry  average life of 6.0 years and  customer  cable
lists of 2.6 years.


                                                                          Page 8
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

    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. Options and
warrants issued to nonemployees  are recorded at fair value, as required by SFAS
No. 123  "Accounting for Stock-Based  Compensation,"  (SFAS No. 123),  using the
Black  Scholes  pricing  model.  The Company has  adopted  the  disclosure  only
provision of SFAS No. 148, "Accounting for Stock-Based Compensation."

Pursuant  to APB  No.  25  and  related  interpretations,  $0  and  $112,641  of
compensation   cost  has  been  recognized  in  the  accompanying   consolidated
statements  of  operations  for the three  months ended March 31, 2005 and 2004,
respectively.  Had compensation cost been recognized based on the fair values of
options at the grant dates  consistent  with the provisions of SFAS No. 123, the
Company's loss  attributable to common  stockholders  and basic and diluted loss
per common share would have increased to the following pro forma amounts for the
three months ended March 31:

                                                      2005            2004
                                                   -----------     -----------
Loss attributable to common stockholders           $(3,514,292)    $(1,579,517)
Pro forma loss attributable to common shares       $(3,814,386)    $(1,708,825)

Basic and diluted loss attributable to
 common shareholders:
   As reported                                     $      (.13)    $     (0.08)
   Pro forma loss attributable to common shares    $      (.14)    $     (0.09)

Stock-based compensation:
   As reported                                     $         0     $   112,641
   Pro forma                                       $   300,094     $   129,308

In determining  the  compensation  cost of the options  granted during the three
months  ended March 31, 2005 and 2004,  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:

                                                      2005           2004
                                                  -----------    -----------
Risk-free interest rate                               3.38%          3.50%
Expected life of options granted                  10 years       10 years
Expected volatility range                              203%           184%
Expected dividend yield                                  0%             0%

    Net Loss per Common Share


                                                                          Page 9
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

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 restricted
stock  outstanding  during the three  months  ended March 31, 2005 and 2004 were
anti-dilutive.

    Segment Reporting

A business  segment is a  distinguishable  component  of an  enterprise  that is
engaged  in  providing  an  individual  product or service or a group of related
products or services and that is subject to risks and returns that are different
from those of other business segments.  Management believes that the Company has
two operating segments: 1) MCS, which acts as a principal in billing voice, data
and cable revenues to  subscribers;  and 2) MDU, Inc. which collects net revenue
from DirecTV.

    Reclassifications

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

--------------------------------------------------------------------------------
NOTE 3 - Business Acquisitions
--------------------------------------------------------------------------------

On January 1, 2004,  the Company  entered into a stock  purchase  agreement with
URON, Inc. (URON) to purchase all of the outstanding capital stock of URON for a
total  purchase  price of 350,000  shares of the  Company's  common  stock to be
issued in  installments  as follows:  a) 180,000  shares  issued at closing,  b)
170,000  shares  held in escrow.  The common  shares  were valued at fair market
value on the date of agreement which was $1.31 per share for a purchase price of
$458,500.  The terms of the escrow are as follows:  50,000 shares to be released
upon URON providing the Company with  documentation  satisfactory to the Company
of a release  from a certain  vendor or any  related  entity of all  liabilities
incurred to a certain  vendor by URON;  120,000  shares to be released in 40,000
share  increments  upon the Company's  receipt of  distributable  gross profits,
generated by certain customers,  in increments of $75,000 cash. The escrow shall
be  terminated  24 months  after the date of the  agreement  and any  shares not
released will be rescinded to the Company.  The Company must register all shares
issued within one year from the date of issuance. The reason for the purchase of
URON is to continue to expand the Company's services related to voice, data, and
video services. The purchase price of $458,500 was allocated to customer list of
$453,930  and  property  and  equipment  of $4,570.  The  customer  list will be
amortized  over its  estimated  useful  lives of two years and the  property and
equipment  for fifteen  months.  At March 31, 2005 and December  31,  2004,  the
Company was not obligated to issue any of the contingent shares of common stock.

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 $679,200.

On April 2, 2004,  Multiband  Corporation and subsidiaries  (the Company),  (fka
Vicom,  Incorporated and  subsidiaries),  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. Included in the purchase price is $700,000 related to
a finder's  fee.  In December  2004,  the notes with an  outstanding  balance of
$990,000 were extended  through May 2005; with $200,000 of the outstanding  note
balance  being  extended  to July 2006.  These notes are  unsecured  and bear no
interest.  The stock  value was a  negotiated  price  between the Seller and the
Buyer.  The  consideration  paid was based on the  Company's  analysis of likely
future  net  income  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 Multiband bought
out 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.


                                                                         Page 10
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

With the MDU 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.

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  7.5 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. In December 2004,  these notes were extended to May 31, 2005.  Included in
the  purchase  price is  $321,850  related  to a finders  fee.  These  notes are
collateralized  by Rainbow  assets and bear interest at the prime rate (5.75 and
5.25% at March 31, 2005 and  December  31,  2004.) In  connection  with the debt
extension, the Company issued 75,000 two year warrants with an exercise price of
$1.35 valued at $68,652 using the Black Scholes  pricing model.  The stock value
was a  negotiated  price  between the 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 the 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.


                                                                         Page 11
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

On August 9, 2004, Multiband Corporation (the Company) completed its acquisition
of certain assets of 21st Century Satellite Communications,  Inc. (21st Century)
for $1,080,754, $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 stock  value was a  negotiated  price
between the Buyer and Seller.  Included in the purchase price is $86,750 related
to a finders fee. The purchase price 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  Multiband 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  was paid in cash by
December 31, 2004.

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

<TABLE>
<CAPTION>
                                                MDU            Rainbow       21st Century
                                             ----------      ----------      ------------
Allocation of Purchase Price:
-----------------------------
<S>                                          <C>             <C>             <C>
Total Cash/Stock Consideration               $7,000,000      $7,219,999      $  987,000
     Add: Transaction Costs                     726,550         361,850          93,754
     Add:  Liabilities assumed                2,030,373         319,921              --
                                             ----------      ----------      ----------
Total Consideration                           9,756,923       7,901,770       1,080,754
     Less: Cash and accounts receivable          59,044              --              --
     Less: Tangible assets                           --         773,000         372,420
     Less: Goodwill                                  --         800,000              --
                                             ----------      ----------      ----------
Intangible assets, net                       $9,697,879      $6,328,770      $  708,334
                                             ==========      ==========      ==========
</TABLE>

Goodwill  was  recorded  on the Rainbow  transaction  based on a six year future
projection of cash flows which  indicated that those future cash flows would not
equal or exceed total  consideration paid for all intangible Rainbow assets. The
goodwill is anticipated to be deductible for tax purposes.

         The following  unaudited pro forma condensed  results of operations for
the three months ended March 31, 2005 and 2004 give effect to the acquisition of
MDU,  Rainbow,  and 21st Century as if such transactions had occurred on January
1, 2004.  Ultravision  was  purchased  March 15, 2005 with an effective  date of
April 1, 2005. Therefore,  proforma results for the three months ended March 31,
2005 have not been included for the Ultravision acquisition.


                                                                         Page 12
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

         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>
                                           For the three months ended March 31:
                                                       2005                              2004
                                           -----------------------------------------------------------
                                           Consolidated                      Consolidated
                                           as reported     Pro Forma         as reported      Pro Forma
                                             per I/S       Disclosed           per I/S        Disclosed
                                           -----------     ---------         -----------      ---------
<S>                                      <C>               <C>               <C>              <C>
Revenues                                 $  3,706,876      $  3,706,876      $    762,655     $  3,730,170

Loss from continuing operations            (2,141,940)       (2,141,940)       (1,043,176)        (880,050)

Loss from discontinued operations            (441,268)         (441,268)         (473,688)        (473,688)

Net loss                                 $ (2,583,208)     $ (2,583,208)     $ (1,516,864)    $ (1,353,738)

Basic and diluted loss per share:
   Loss from continuing operations       $       (.08)     $       (.08)     $       (.03)    $       (.05)
   Loss from discontinued operations     $       (.01)     $       (.01)     $       (.03)    $       (.02)
   Net loss                              $       (.09)     $       (.09)     $       (.08)    $       (.07)

Weighted average shares outstanding
 - basic and diluted                       27,216,574        27,216,574        19,280,632       19,280,632
</TABLE>

The unaudited  pro forma results of operations  for the three months ended March
31, 2005 and 2004 as a result of the SBC and Florida Cable acquisitions of video
subscribers  and video  equipment  is not material to the  historical  financial
statements.
--------------------------------------------------------------------------------
NOTE 4 - Stockholder Equity
--------------------------------------------------------------------------------

    Stock Warrants

Stock warrants activity is as follows for the three months ended March 31, 2005:

<TABLE>
<CAPTION>
                                   Number of Warrants    Weighted - Average Exercise Price
                                   ------------------    ---------------------------------
<S>                                      <C>                                  <C>
Outstanding, December 31, 2004           11,795,641                           1.64
      Granted                             8,882,723                           1.70
      Exercised                             (20,000)                           .85
      Forfeited                                  --                             --
                                        -----------                    -----------
Outstanding, March 31, 2005              20,658,364                           1.67
                                        ===========                    ===========
</TABLE>

The  warrants  granted  during the three  months  ended  March 31, 2005 were for
common and preferred stock purchased and for services rendered.

Private Placement

On  February 3, 2005,  Multiband  Corporation  completed  a $10 million  private
placement of the company's  Series I Convertible  Preferred  Stock. The offering
was made by Mercator Advisor Group, LLC of Los Angeles,  California,  though its
designated funds, Monarch Pointe Fund, Ltd, Mercator Momentum Fund, LP. Mercator
Momentum Fund III, LP., and certain investors.

Under the terms of the preferred  stock  offering,  the Company  issued  100.000
shares of its Series I Convertible  Preferred  stock in the  aggregate  offering
amount  of $10  million.  The  shares of Series I  Convertible  Preferred  Stock
contain a monthly  dividend that is payable at prime plus 10% through August 31,
2005, at prime rate from September 1, 2005 through August 31, 2006, and at prime
rate plus 1% thereafter.  The preferred  shares are  convertible  into 7,142,858
shares of common stock at the fixed rate of $1.50 per share.  In  addition,  the
investors  received  three-year  warrants to purchase  shares of Common Stock at
exercise  prices of $1.57 and $1.73 per share.  The Company is also  required to
file a registration  statement  providing for the resale of shares issuable upon
the conversion of the Series I Convertible  Preferred stock and upon exercise of
the warrants.


                                                                         Page 13
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004


--------------------------------------------------------------------------------
NOTE 5 - Accrued Liabilities
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                 March 31, 2005        December 31, 2004
                                                 --------------        -----------------
<S>                                                <C>                    <C>
Payroll and related taxes                          $   424,892            $   389,394
Accrued preferred stock dividends                  $   580,926            $   415,120
Accrued liability-vendor charge backs              $ 1,901,972            $ 1,901,972
Other                                              $   396,265            $   323,538
                                                   -----------            -----------
Total                                              $ 3,304,055            $ 3,030,024
                                                   ===========            ===========
</TABLE>

--------------------------------------------------------------------------------
NOTE 6 - Business Segments
--------------------------------------------------------------------------------

The  Company has the  following  business  segments.  Multiband  Corp.  includes
corporate  expenses (e.g.  corporate  administrative  costs),  interest  income,
interest  expense,  depreciation and  amortization.  The MDU segment  represents
results as the master  service  operator for DirecTV.  The MCS segment  provides
voice,  data and  video  services  to  residential  multi-dwelling  units as the
principal to  subscribers.  The  discontinued  operations  segment  includes the
Multiband  Business  Services segment which was sold subsequent to year-end (see
Note 9).

Segment disclosures are as follows:

<TABLE>
<CAPTION>
                                            Multiband                                  Discontinued
                                              Corp.           MDU           MCS         Operations        Total
                                           -----------    -----------   -----------    ------------   -----------
<S>                                        <C>              <C>           <C>          <C>            <C>
Three months ended March 31, 2005:
  Revenues                                 $        --      1,828,559     1,878,317    $         --   $ 3,706,876
  Income (loss) from oerations              (1,221,797)       258,832    (1,178,975)             --    (2,141,940
  Identifiable assets                        9,653,316      9,377,707    12,390,479              --    31,421,502
  Depreciation and amortization                  7,843        401,079       739,945              --     1,148,867
  Capital expenditures                              --             --       102,792              --       141,150

<CAPTION>
                                            Multiband                                  Discontinued
                                              Corp.           MDU           MCS         Operations        Total
                                           -----------    -----------   -----------    ------------   -----------
<S>                                        <C>              <C>           <C>          <C>            <C>
Three months ended March 31, 2004:
  Revenues                                 $        --             --   $   762,655    $         --   $   762,655
  Income (loss) from oerations                (459,823)            --      (583,353)             --    (1,043,176)
  Identifiable assets                        7,928,115             --     3,511,975       1,676,535    13,116,625
  Depreciation and amortization                 17,979             --       345,348              --       363,327
  Capital expenditures                          28,769             --         6,135           4,755        39,659
</TABLE>

Segment  disclosures are provided by entity to the extent  practicable under the
Company's  accounting  system.  Depreciation  and  amortization  above  does not
include  depreciation and amortization related to discontinued  operations.  The
cash flow statements  presentation of depreciation and amortization includes the
depreciation and amortization from discontinued operations.


--------------------------------------------------------------------------------
NOTE 7 - Commitments and Contingencies
--------------------------------------------------------------------------------

Legal Proceedings

    The  Company is  involved  in legal  actions in the  ordinary  course of its
business,  including an action brought by Private Investor's Equity Group (PIEG)
in the third  quarter of 2004,  which seeks damages in excess of $75,000 over an
alleged  financing fee owed. The Company believes the claim is without merit and
is  vigorously  defending  the action.  As of March 31, 2005,  with the possible
exception of the aforementioned PIEG matter,  management believes that there are
no pending  legal  proceedings  against or  involving  the Company for which the
outcome  is  likely  to  have a  material  adverse  effect  upon  the  Company's
consolidated financial position, results of operations, or cash flows.

Significant Relationship

The  Company  is a master  agent  for  DirecTV  pursuant  to a  system  operator
agreement  with DirecTV dated May 22, 2003. The initial term of the agreement is
for three years and provides for two additional two-year renewals if the Company
has a minimum number of paying video subscribers in its system operator network.
Termination of the Company's  DirecTV  agreement  would have a material  adverse
impact on the Company's  on-going  operations.  Revenues  generated from DirecTV
were 40.7% of total revenue for the three months ended March 31, 2005. There was
no revenue from DirecTV for the three months ended March 31, 2004.

--------------------------------------------------------------------------------
NOTE 8 - Related Party
--------------------------------------------------------------------------------

The  Company,  during the  quarter  ended March 31,  2005  received  payment for
accounts receivable of approximately $119,000 from companies that are associated
with a  board  director.  In  addition,  the  Company  had  accounts  receivable
outstanding from these companies of approximately $20,000, and $140,000 at March
31, 2005, and December 31, 2004, respectively.  Furthermore, the Company, during
the quarter ended March 31, 2005 paid the aforementioned  companies $120,000 for
a subscriber  right of entry  agreement.  A third party  appraisal was performed
related to said right of entry purchase.

--------------------------------------------------------------------------------
NOTE 7 -Subsequent Events
--------------------------------------------------------------------------------

    Acquisition of Assets

Effective April 1, 2005, the Company  purchased  certain video assets (equipment
and video  subscribers) from Ultravision,  Inc. for $287,050 including a finders
fee of $12,050.

    Sale of Multiband Business Services segment

After the close of business on March 31, 2005, the Company completed the sale of
certain assets and liabilities relating to its Multiband Business Services (MBS,
a/k/a Corporate  Technologies USA) division. The buyer was North Central Equity,
LLC ("Buyer").

The  purchase  price  paid  by the  Buyer  was  $2,550,000  which  consisted  of
$1,682,184  in cash at closing,  $349,817 in assumed  vacation  pay and warranty
liabilities, and the balance of $517,999 in a note receivable at 7% interest due
on December 31, 2005. The amount of the note receivable is subject to adjustment
based on certain  representations  and warranties provided by the Company in the
purchase agreement.  The Company has recorded a reserve of $178,948 against this
note receivable due to uncertainty of collectibility of the note.


                                                                         Page 14
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004

In connection with the purchase  agreement,  the Company entered into an interim
services  agreement  whereby the Buyer is able to sublease space at no charge at
the  Company's  Minneapolis  and Fargo  locations  and obtain  access to certain
aspects of the Company's information technology resources for one year. Services
provided  will be charged  by either  party at fair  value and is  estimated  by
management to be insignificant.  In addition the services  agreement is explicit
that the  Company  has no control  over the  buyer's  operations.  The buyer may
receive  additional  free rent for part or all of a second year depending on the
results of a post closing inventory appraisal. It is indeterminable at this time
the results of this appraisal,  however,  the Company  estimates the second year
option will be exercised  and will be accruing the liability as part of the sale
transaction.

In conjunction with the sale, the Company reduced its indebtedness to Convergent
Capital  $2,000,000 since part of the collateral of this note payable relates to
the assets sold. Estimated gain on sale of MBS Business:

Sale Price
----------
      Cash proceeds                                           $1,682,184
      Note receivable, net of reserve of $178,948                339,051
      Assumed liabilities                                        349,817
                                                              ----------
             Total sale price, net of reserve
               of $178,948                                     2,371,052
 Assets sold
 -----------
      Inventory, net of reserve                                1,045,110
      Property and equipment                                      52,351
                                                              ----------
             Net assets sold                                   1,097,461
Less costs and expenses
-----------------------
      Broker's fee                                               132,500
      Sublease for one year at no charge                         500,000
      Additional free rent related to inventory adjustment       500,000
      Legal and accounting costs                                  37,600
                                                              ----------
             Total costs                                       1,170,100
                                                              ----------
       Net gain on sale                                       $  103,491
                                                              ==========

The  following  are  condensed  statements  of  operations  of the  discontinued
operations for the three months ended March 31:

         Statement of Operations                  2005                2004
                                           -----------         -----------
Revenues                                   $ 3,815,681         $ 4,984,818
Cost of sales                                2,843,587           3,937,886
Selling, general and administrative          1,105,808           1,307,121
Depreciation and amortization                   56,188             114,090
Income (loss) from operations                 (189,902)           (374,279)

Other income (expense)                        (354,855)            (99,409)
                                           -----------         -----------
Net Loss                                   $  (544,757)        $  (473,688)
Gain on Sale                                   103,491                  --
                                           -----------         -----------
Loss From Discontinued Operations             (441,268)           (473,688)
                                           ===========         ===========



                                                                         Page 15
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004


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.


                                                                         Page 16
<PAGE>

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

OUR COMPANY

         Multiband  Corporation  (Multiband), (f/k/a Vicom,  Incorporated), is a
Minnesota  corporation  formed in September  1975.  Multiband  has two operating
segments:  1)  Multiband  Consumer  Services  (MCS,  legally  known as Multiband
Subscriber  Services,  Inc.),  which  encompasses  the subsidiary  corporations,
Multiband  USA,  Inc.,  URON,  Inc., and Rainbow  Satellite  Group,  LLC; and 2)
Minnesota Digital Universe, Inc. (MDU).

         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,  the symbol was changed to MBND
concurrent with the Company's name change from Vicom,  Incorporated to Multiband
Corporation.

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

         From its inception  until  December 31, 1998,  Multiband  operated as a
telephone  interconnect  company only.  Effective  December 31, 1998,  Multiband
acquired  the  assets of the  Midwest  region of Enstar  Networking  Corporation
(ENC), a data cabling and networking  company. In late 1999, in the context of a
forward  triangular  merger,  Multiband to expand its range of computer products
and  related  services,  purchased  the stock of  Ekman,  Inc.  d/b/a  Corporate
Technologies,   and  merged  Ekman,   Inc.  into  the  newly  formed   surviving
corporation,  Corporate Technologies,  USA, Inc. (MBS). MBS provided voice, data
and video  systems and  services to business  and  government.  The MBS business
segment  was  sold  effective   April  1,  2005.  All  referenced  to  financial
information and descriptions of business in this  registration have been revised
to  reflect  only  our  continuing  operations  and  all  references  to our now
discontinued  Multiband  Business  Services have been  eliminated.  MCS began in
February 2000. MCS, the Company's continuing operating division, provides voice,
data and video services to multiple  dwelling units (MDU),  including  apartment
buildings,  condominiums  and  time  share  resorts.  During  2004  the  Company
purchased video  subscribers in a number of separate  transactions,  the largest
one being Rainbow  Satellite Group,  LLC. During 2004 the Company also purchased
the stock of  Minnesota  Digital  Universe,  Inc.,  which made the  Company  the
largest master service operator in MDU's for DirecTV satellite television in the
United States.

At March 31, 2005, MCS had 36,816  subscriptions  for its services  (1,386 voice
subscriptions, 31,177 video subscriptions and 4,253 internet subscriptions).


                                                                         Page 17
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

--------------------------------------------------------------------------------
                                      DOLLAR AMOUNTS AS A PERCENTAGE OF
                                                  REVENUES
--------------------------------------------------------------------------------
                                               THREE MONTHS ENDED
--------------------------------------------------------------------------------
                                       March 31, 2005         March 31, 2004
                                        (unaudited)            (unaudited)
--------------------------------------------------------------------------------
REVENUES                                    100%                   100%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COST OF PRODUCTS & SERVICES (exclusive
  of depreciation and amortization
  shown below)                             50.7%                  53.9%
--------------------------------------------------------------------------------
SELLING, GENERAL & ADMINISTRATIVE          57.9%                 108.6%
--------------------------------------------------------------------------------
DEPRECIATION & AMORTIZATION                31.0%                  46.2%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LOSS FROM OPERATIONS                      -39.6%                -108.7%
--------------------------------------------------------------------------------
  INTEREST EXPENSE & OTHER, NET           -18.2%                 -28.1%
--------------------------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS           -57.8%                -136.8%
--------------------------------------------------------------------------------
LOSS FROM DISCONTINUED OPERATIONS         -11.9                  -62.1%
--------------------------------------------------------------------------------
  INCOME TAX                                 0                      0
--------------------------------------------------------------------------------
NET LOSS                                  -69.7%                -198.9%
--------------------------------------------------------------------------------

RESULTS OF OPERATIONS

Revenues

         Revenues in the first quarter of fiscal 2005 for MCS  increased  135.4%
to $1,795,371 as compared to $762,655 in the first quarter of fiscal 2004.  This
increase is primarily due to the  acquisition  of video  subscribers  throughout
2004.

         The  MDU  segment  had revenues of  $1,911,505  in the first quarter of
2005 and no revenues in the first  quarter of 2004.  The Company  purchased  MDU
Inc. in the second quarter of 2004.


Cost of Products and Services (exclusive of depreciation and amortization)

         The Company's cost of products and services (exclusive of  depreciation
and  amortization)  increased 355.6% or $1,461,306 to $1,872,268 for the quarter
ended March 31, 2005 as compared to $410,962 for the similar  quarter last year.
This  increase  is  primarily  due  to  the  acquisition  of  video  subscribers
throughout 2004.

         Costs of products and sevices for the MCS segment for the quarter were
$905,726  compared to $410,962 in the same quarter last year, a 120.4% increase.
The increase is due to the increase in revenues.

         Costs of products and services for the MDU segment were  $966,542 and
$0 for the first quarter of 2005 and 2004, respectively.

Selling, General and Administrative Expenses

         Selling,  general  and  administrative  expenses  increased  159.2%  to
$2,146,912  in the  quarter  ended March 31,  2005,  compared to $828,153 in the
prior year quarter.  This  increase is primarily a result of increased  expenses
related  to the  acquisition  of video  subscribers  throughout  2004.  Selling,
general and administrative expenses were, as a percentage of revenues, 57.9% for
the quarter ended March 31, 2005 and 108.6% for the similar period a year ago.

Interest Expense

         Interest  expense was  $685,701  for the quarter  ended March 31, 2005,
versus $229,334 for the similar period a year ago, reflecting an increase in the
Company's  debt and original issue discount  expense.  Amortization  of original
issue  discount  was  $500,098 and $188,979 for the three months ended March 31,
2005 and 2004.

                                                                         Page 18
<PAGE>

Net Loss

         In the first quarter of fiscal 2005, the Company incurred a net loss of
$2,583,208  compared to a net loss of $1,516,864 for the first fiscal quarter of
2004.

Liquidity and Capital Resources

         Available  working  capital,  for the three months ended March 31, 2005
increased  significantly  compared to December 31, 2004  primarily due to the 10
million dollar sale of Class I preferred  stock.  Accounts  receivables and cash
increased, while current liabilities decreased. The increases in receivables are
directly  related to increases in revenues.  Both short and long term debts were
reduced  in the  first  quarter  of  2005 as the  Company  continued  to  retire
financing debt and debt related to acquisitions.

         The Company continues to experience  significant growth,  primarily due
to  increased   subscriber  related  recurring  revenues  acquired  via  various
transactions previously mentioned herein.


                                                                         Page 19
<PAGE>

         Management  of  Multiband  believes  that,  for the near  future,  cash
generated by sales of stock, and existing credit agreements,  in aggregate,  are
adequate to meet the anticipated  liquidity and capital resource requirements of
its business for at least the next 12 months.

Capital Expenditures

         The Company  used  $141,150 for capital  expenditures  during the three
months ended March 31, 2005,  as compared to $39,659 in the similar  period last
year. Capital expenditures  consisted of equipment acquired for internal use. We
estimate  capitalized  expenditures  for the remainder of 2005 will  approximate
$300,000.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Impairment of Long-Lived Assets
The  Company's  long-lived  assets  include  property,  equipment  and leasehold
improvement.  At March 31, 2005,  the Company had net property and  equipment of
$4,203,454,  which represents  approximately  13% of the Company's total assets.
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 months ended March 31, 2005 and 2004, 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 months ended
March 31,  2005 and 2004,  the  Company  did not  record any  impairment  losses
related to goodwill.

Amortization of 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 the average,  over their useful  estimated  lives ranging from two to
five  years.  The  Company is  amortizing  the right of entry  contracts,  on an
average,  over their estimated  useful lives ranging from 36 to 73 months.  Debt
issuance  costs are amortized over the life of the loan of  approximately  three
years using the straight-line method which approximates the interest method.

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 not  subject to any  material  interest  rate risk as any
current lending agreements are at a fixed rate of interest.

ITEM 4.  CONTROLS AND PROCEDURES

         As of the end of the  period  covered  by this  quarterly  report,  the
Company  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation of the Company's  management,  of the  effectiveness of the design
and operation of the Company's  disclosure  controls and procedures  pursuant to
Rule  13a-14(c)  of  the  Securities  Exchange  Act of  1934.  Based  upon  that
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's disclosure controls and procedures are effective in
alerting them in a timely basis to material  information relating to the Company
required to be disclosed in the Company's periodic SEC reports.  There have been
no significant  changes in the Company's  internal  controls or in other factors
which could  significantly  affect internal controls  subsequent to the date the
Company carried out its evaluation.


                                                                        Page 20
<PAGE>

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The  Company is  involved in legal  actions in the  ordinary  course of
business,  including an action brought by Private Investor's Equity Group (PIEG)
in the third  quarter of 2004,  which seeks damages in excess of $75,000 over an
alleged  financing fee owed.  The Company  believes the claims are without merit
and is vigorously defending the action.  However, as of March 31, 2005, with the
possible exception of the aforementioned PIEG matter,  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 6.  EXHIBITS

      (a)   Exhibits

            31.1  Certification  of Chief  Executive  Officer  pursuant to Rules
                  13a-14 and 15d-14 of the Exchange Act.

            31.2  Certification  of Chief  Financial  Officer  pursuant to Rules
                  13a-14 and 15d-14 of the Exchange Act.

            32    Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section  1350.   Certification  of  Chief  Financial   Officer
                  pursuant to 18 U.S.C. Section 1350.


                                                                        Page 21
<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: September 1, 2005     By:

                                             /s/ James L. Mandel
                                           Chief Executive Officer
Date: September 1, 2005     By:

                                                /s/ Steven M. Bell
                                             Chief Executive Officer
                                   (Principal Financial and Accounting Officer)


                                                                        Page 22