UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


**Washington,
      D.C. 20549**


**___________**


FORM
      10-Q





**(Mark
                One)**
              x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ANDEXCHANGE
                ACT OF 1934FOR
                THE PERIOD ENDING SEPTEMBER 30, 2007ORo
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ANDEXCHANGE
                ACT OF 1934FOR
                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 o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act:





Large
      accelerated filer o Accelerated filer o Non-accelerated filer x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).





Yes o No x





On
      November 8, 2007 there were 7,420,404 shares outstanding of the registrant's
      common stock, no par value, and 374,345 outstanding shares of the registrant's
      convertible preferred stock.











**PART
      I. FINANCIAL INFORMATION**





**ITEM
      1. CONSOLIDATED FINANCIAL STATEMENTS**





**MULTIBAND
      CORPORATION AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


Three
                Months Ended
            
            Nine
                Months EndedSeptember
                30, 2007
              (unaudited)
            
            September
                30, 2006
              (unaudited)
            
            September
                30,
              2007
              (unaudited)
            
            September
                30,
              2006
              (unaudited)**REVENUES**
            
            $
            3,653,600
            
            $
            4,524,885
            
            $
            11,960,281
            
            $
            13,430,666**COSTS
                AND EXPENSES**Cost
                of products and services (exclusive of depreciation and amortizationshown
                separately below)
            
            
            2,345,895
            
            
            2,087,643
            
            
            6,395,179
            
            
            6,082,068Selling,
                general and administrative
            
            
            2,360,254
            
            
            2,915,463
            
            
            7,057,936
            
            
            8,796,724Depreciation
                and amortization
            
            
            770,215
            
            
            1,404,855
            
            
            2,814,981
            
            
            4,015,925Total
                Costs and Expenses
            
            
            5,476,364
            
            
            6,407,961
            
            
            16,268,096
            
            
            18,894,717**LOSS
                FROM OPERATIONS**
            
            
            (1,822,764
            )
            
            (1,883,076
            )
            
            (4,307,815
            )
            
            (5,464,051
            )**OTHER
                EXPENSE**Interest
                expense
            
            
            (108,847
            )
            
            (306,672
            )
            
            (430,264
            )
            
            (936,876
            )Other
                income (expense)
            
            
            13,267
            
            
            27,220
            
            
            177,361
            
            
            104,606Total
                Other Expense
            
            
            (95,580
            )
            
            (279,452
            )
            
            (252,903
            )
            
            (832,270
            )**LOSS
                FROM CONTINUING OPERATIONS**
            
            
            (1,918,344
            )
            
            (2,162,528
            )
            
            (4,560,718
            )
            
            (6,296,321
            )**INCOME
                FROM DISCONTINUED OPERATIONS**
            
            
            -
            
            
            -
            
            
            -
            
            
            2,200**NET
                LOSS**
            
            
            (1,918,344
            )
            
            (2,162,528
            )
            
            (4,560,718
            )
            
            (6,294,121
            )Preferred
                Stock Dividends
            
            
            (1,793,297
            )
            
            (302,990
            )
            
            (2,153,698
            )
            
            (3,088,438
            )**LOSS
                ATTRIBUTABLE TO COMMON STOCKHOLDERS**
            
            $
            (3,711,641
            )
            $
            (2,465,518
            )
            $
            (6,714,416
            )
            $
            (9,382,559
            )**BASIC
                AND DILUTED - LOSS PER COMMON SHARE**Loss
                from continuing operations
            
            
            (.50
            )
            
            (.36
            )
            
            (.94
            )
            
            (1.41
            )Income
                from discontinued operations
            
            
            .00
            
            
            .00
            
            
            .00
            
            
            .00**LOSS
                ATTRIBUTABLE TO COMMON STOCKHOLDERS**
            
            
            (.50
            )
            
            (.36
            )
            
            (.94
            )
            
            (1.41
            )**WEIGHTED
                AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED**
            
            
            7,356,413
            
            
            6,893,702
            
            
            7,177,435
            
            
            6,677,676





See
      notes
      to condensed consolidated financial statements


2


**MULTIBAND
      CORPORATION AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**




***ASSETS***


September
                30, 2007
            
            December
                31, 2006(unaudited)
            
            (audited)**CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            1,083,939
            
            $
            1,020,975Accounts
                receivable, net
            
            
            1,742,626
            
            
            2,018,393Inventories
            
            
            149,447
            
            
            343,815Prepaid
                expenses and other
            
            
            207,836
            
            
            181,767Current
                portion of notes receivable
            
            
            6,463
            
            
            6,116Total
                Current Assets
            
            
            3,190,311
            
            
            3,571,066**PROPERTY
                AND EQUIPMENT, NET**
            
            
            1,904,071
            
            
            3,359,842**OTHER
                ASSETS**Goodwill
            
            
            62,394
            
            
            509,086Intangible
                assets, net
            
            
            4,833,992
            
            
            9,124,980Assets
                held for sale
            
            
            -
            
            
            1,244,236Notes
                receivable – long-term, net
            
            
            58,591
            
            
            63,740Other
                assets
            
            
            126,157
            
            
            113,106Total
                Other Assets
            
            
            5,081,134
            
            
            11,055,148**TOTAL
                ASSETS**
            
            $
            10,175,516
            
            $
            17,986,056


***LIABILITIES
      AND STOCKHOLDERS' EQUITY***


**CURRENT
                LIABILITIES**Checks
                issued in excess of cash in bank
            
            $
            -
            
            $
            319,244Current
                portion of long-term debt
            
            
            1,686,356
            
            
            1,255,994Current
                portion of note payable – stockholder
            
            
            -
            
            
            24,739Current
                portion of capital lease obligations
            
            
            236,291
            
            
            444,921Accounts
                payable
            
            
            3,201,033
            
            
            2,557,409Accrued
                liabilities
            
            
            2,260,696
            
            
            2,977,356Customer
                deposits
            
            
            60,582
            
            
            61,332Current
                liabilities of discontinued operations
            
            
            -
            
            
            125,000Deferred
                service obligations and revenue
            
            
            195,194
            
            
            819,316Mandatory
                redeemable preferred stock, 22,726 and 28,000 Class F preferred
                shares
            
            
            227,256
            
            
            280,000Total
                Current Liabilities
            
            
            7,867,408
            
            
            8,865,311**LONG-TERM
                LIABILITIES**Long-term
                debt, net
            
            
            96,536
            
            
            2,969,764Capital
                lease obligations, net of current portion
            
            
            298,121
            
            
            491,672Total
                Liabilities
            
            
            8,262,065
            
            
            12,326,747**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS'
                EQUITY**Cumulative
                convertible preferred stock, no par value:8%
                Class A (25,428 and 26,658 shares issued and outstanding, $266,994
                and
                $279,909 liquidation preference)
            
            
            382,208
            
            
            400,65710%
                Class B (4,070 and 7,470 shares issued and outstanding, $42,735 and
                $78,435 liquidation preference)
            
            
            40,700
            
            
            49,70010%
                Class C (121,050 and 124,130 shares issued and outstanding, $1,210,500
                and
                $1,241,300 liquidation preference)
            
            
            1,557,710
            
            
            1,593,47610%
                Class F (150,000 shares issues and outstanding, $1,500,000 liquidation
                preference)
            
            
            1,500,000
            
            
            1,500,0008%
                Class G (38,195 shares issued and outstanding, $381,950 liquidation
                preference)
            
            
            161,431
            
            
            161,4316%
                Class H (2.0 shares issued and outstanding, $200,000 liquidation
                preference)
            
            
            -
            
            
            -Variable
                rate % Class I (39,500 and 57,500 shares issued and outstanding,
                $3,950,000 and $5,750,000 liquidation preference)
            
            
            -
            
            
            -Common
                stock, no par value (7,396,064 and 7,033,632 shares issued and
                outstanding)
            
            
            29,268,635
            
            
            26,873,255Stock
                subscriptions receivable
            
            
            (185,268
            )
            
            (229,927
            )Options
                and warrants
            
            
            45,684,735
            
            
            45,093,001Accumulated
                deficit
            
            
            (76,496,700
            )
            
            (69,782,284
            )Total
                Stockholders' Equity
            
            
            1,913,451
            
            
            5,659,309**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            $
            10,175,516
            
            $
            17,986,056


See
      notes
      to condensed consolidated financial statement




3


**MULTIBAND
      CORPORATION AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**NINE
                MONTHS ENDED SEPTEMBER 30,****2007**
            
            **2006**(unaudited)
            
            (unaudited)OPERATING
                ACTIVITIESNet
                loss
            
            $
            (4,560,718
            )
            $
            (6,294,121
            )Adjustments
                to reconcile net loss to net cash flows from operating
                activitiesDepreciation
                and amortization
            
            
            2,829,277
            
            
            4,158,716Amortization
                of deferred compensation
            
            
            -
            
            
            29,480Amortization
                of original issue discount
            
            
            29,746
            
            
            358,725Loss(gain)
                on sale of property and equipment and intangible assets
            
            
            150,582
            
            
            (105,782
            )Gain
                on sale of URON Inc. subsidiary
            
            
            -
            
            
            (26,669
            )Warrants
                issued for services
            
            
            42,300
            
            
            12,085Gain
                on debt extinguishment
            
            
            (118,040
            )Common
                stock issued for services
            
            
            -
            
            
            1,156Stock
                based compensation expense
            
            
            549,434
            
            
            655,367Change
                in allowance for doubtful accounts on accounts receivable
            
            
            (97,500
            )
            
            (165,130
            )Change
                in reserve for stock subscriptions and interest receivable
            
            
            
            
            
            36,434Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            373,588
            
            
            533,336Inventories
            
            
            191,933
            
            
            17,996Prepaid
                expenses and other
            
            
            182,272
            
            
            63,868Other
                assets
            
            
            (13,051
            )
            
            34,488Change
                in allowance for notes receivable
            
            
            45,000
            
            
            -Accounts
                payable and accrued liabilities
            
            
            (320,485
            )
            
            187,560Deferred
                service obligations and revenue
            
            
            (591,000
            )
            
            201,037Liabilities
                of discontinued operations
            
            
            (125,000
            )
            
            (375,000
            )Customer
                deposits
            
            
            (750
            )
            
            (2,454
            )Net
                cash flows from operating activities
            
            
            (1,432,412
            )
            
            (678,908
            )INVESTING
                ACTIVITIESPurchases
                of property and equipment
            
            
            (271,588
            )
            
            (756,706
            )Purchases
                of intangible assets
            
            
            -
            
            
            (31,159
            )Proceeds
                from sale of URON Inc. subsidiary
            
            
            -
            
            
            75,000Proceeds
                from sale of property and equipment and intangible assets
            
            
            2,639,869
            
            
            50,000Collections
                on notes receivable
            
            
            4,802
            
            
            2,478Net
                cash flows to(from) investing activities
            
            
            2,373,083
            
            
            (660,387
            )FINANCING
                ACTIVITIESChecks
                issued in excess of cash in bank
            
            
            (319,244
            )
            
            119,731Payments
                on long-term debt
            
            
            (146,405
            )
            
            (695,877
            )Payments
                on capital lease obligations
            
            
            (191,405
            )
            
            (167,821
            )Payments
                on note payable to stockholder
            
            
            (24,739
            )
            
            (3,837
            )Payments
                on mandatory redeemable preferred stock
            
            
            (52,744
            )
            
            (53,334
            )Payments
                for stock issuance costs
            
            
            (25,916
            )
            
            (21,339
            )Payments
                received on stock subscriptions receivable
            
            
            62
            
            
            5,938Redemption
                of preferred stock
            
            
            (77,099
            )
            
            (25,135
            )Preferred
                stock dividends
            
            
            (40,217
            )
            
            (114,496
            )Exercise
                of stock options
            
            
            -
            
            
            18,000Net
                cash flows from financing activities
            
            
            (877,707
            )
            
            (938,170
            )INCREASE(DECREASE)
                IN CASH AND CASH EQUIVALENTS
            
            
            62,964
            
            
            (2,277,465
            )CASH
                AND CASH EQUIVALENTSBeginning
                of period
            
            
            1,020,975
            
            
            3,100,427End
                of period
            
            $
            1,083,939
            
            $
            822,962






4




SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATIONCash
                paid for interest, net of amortization of original issue
                discount
            
            $
            411,477
            
            $
            408,244SUPPLEMENTAL
                DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIESConversion
                of accrued interest into common stock
            
            
            15,680
            
            
            -Conversion
                of preferred stock into common stock
            
            
            1,706,400
            
            
            2,370,000Current
                liabilities converted to stock
            
            
            -
            
            
            28,653Conversion
                of notes payable into common stock
            
            
            -
            
            
            200,000Conversion
                of accrued dividends into common stock
            
            
            534,879
            
            
            416,737Intrinsic
                value of preferred dividends
            
            
            13,884
            
            
            -Capital
                lease obligations related to property and equipment
            
            
            -
            
            
            465,242Note
                payable issued for prepaid lease
            
            
            44,407
            
            
            -Notes
                payable and other liens paid by MDUC as part of asset sale
            
            
            1,713,785
            
            
            -Note
                payable issued in relation to the acquisition of Rand’M
            
            
            -
            
            
            127,360Note
                payable issued in relation to the acquisition of Extreme
                Video
            
            
            -
            
            
            346,750Common
                stock issued in relation to acquisition of Extreme Video
            
            
            -
            
            
            162,500Sale
                of property and equipment and intangible assets for other current
                asset
            
            
            -
            
            
            361,094Debt
                and interest assumed by Directech as part of asset sale
            
            
            267,143
            
            
            -Distribution
                of URON, Inc. common stock as stock dividends
            
            
            -
            
            
            46,989Deferred
                revenue related to service agreement with URON, Inc. in exchange
                for other
                current assets
            
            
            -
            
            
            116,500Common
                stock issued for prepaid expense/service
            
            
            164,337
            
            
            -




See
      notes
      to condensed consolidated financial statements




5




**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.
      The
      consolidated financial statements should be read in conjunction with the
      consolidated financial statements and footnotes thereto included in the
      Company’s Annual Report on Form 10-K/A for the year ended December 31, 2006,
      previously filed with the Securities and Exchange Commission.





**NOTE
      2 - Summary of Significant Accounting Policies**





*Nature
      of Business*





Multiband
      Corporation 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
      nine months ended September 30, 2007 and 2006, the Company incurred net losses
      from continuing operations of $4,560,718 and $6,296,321, respectively. At
      September 30, 2007, the Company had an accumulated deficit of $76,496,700.
      The
      Company's ability to continue as a going concern is dependent on it ultimately
      achieving profitability and/or raising additional capital. Management intends
      to
      sell certain assets on a strategic basis for prices agreeable to the Company
      and/or 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 and operating lease obligations and fund the
      Company's future operations:





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


2.
            Potential
                earn-out proceeds from the sale of video subscriber assets completed
                in
                2007.


3.
            Solicit
                additional equity investment in the Company by either issuing preferred
                or
                common stock.


4.
            Continue
                to market Multiband services and acquire additional multi-dwelling
                unit
                customers.


5.
            Control
                capital expenditures by contracting Multiband services and equipment
                through a landlord-owned equipment
                program.


6.
            Establish
                market for wireless internet
                services.


7.
            Expansion
                of call center support via sales of call center services to both
                existing
                and future system operators and to buyers of the Company’s video
                subscribers.





*Principles
      of Consolidation*





The
      consolidated financial statements include the accounts of Multiband Corporation
      (MB) and its wholly owned subsidiaries, Minnesota Digital Universe, Inc. (MDU),
      Rainbow Satellite Group, LLC (Rainbow), Multiband Subscriber Services, Inc.
      (MBSS), and Multiband USA, Inc. (MBUSA). All significant intercompany
      transactions and balances have been eliminated in consolidation.





*Revenue
      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 reasonably assured; and (iv)
      product delivery has occurred or services have been rendered. The Company
      recognizes revenue as products are shipped based on FOB shipping point terms
      when title passes to customers.




6




The
      Company earns revenues from five sources: 1) Voice, video and data communication
      products which are sold and installed, 2) Multiband user charges to multiple
      dwelling units, 3) MBUSA user charges to timeshares, 4) MDU earns revenue
      primarily through the activation of and residual fees on video programming
      services, and 5) Revenue generated by the support center for billing and call
      center services provided to third party customers.





Customers
      contract for both the purchase and installation of voice and data networking
      technology products and certain video technologies products. 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.





Revenue
      generated from activation of 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 reports the aforementioned voice, data, and video 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.





We
      offer
      some products and services that are provided by third party vendors. We review
      the relationship between us, the vendor and the end customer on an individual
      basis to assess whether revenue should be reported on a gross or net basis.
      As
      an example, our resold satellite digital television is reported on a net
      basis.





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.





Revenue
      generated by the support center to service third party subscribers by providing
      billing and call center support services is recognized in the period the related
      services are provided.





Multiband,
      Rainbow, MDU and MBUSA user charges are recognized as revenues in the period
      the
      related services are provided in accordance with SAB 104. Any amounts billed
      prior to services being provided are reported as deferred service obligations
      and revenues.





*Goodwill
      and Other Intangible Assets*





We
      periodically evaluate goodwill and other intangible and long-lived assets for
      potential impairment indicators. Our judgments regarding the existence of
      impairment indicators are based on legal factors, market conditions and
      operational performance of our business segments. Future events could cause
      us
      to conclude that impairment indicators exist and that goodwill and other
      intangible and long-lived assets are impaired. Any resulting impairment loss
      could have a material adverse impact on our financial condition and results
      of
      operations. Goodwill was $62,394 and $509,086 at September 30, 2007 and December
      31, 2006, respectively, and is recorded as part of our Multiband Corp. segment.
      The reduction in goodwill during 2007 is due to sales of subscribers to MDU
      Communications “MDUC” (see Note 3).




7




Components
      of intangible assets are as follows:


September
                  30, 2007
              
              December
                  31, 2006Gross
                  Carrying
              
              Accumulated
              
              Gross
                  Carrying
              
              AccumulatedAmount
              
              Amortization
              
              Amount
              
              AmortizationIntangible
                  assets subject to amortizationDomain
                  name
              
              $
              83,750
              
              $
              83,750
              
              $
              83,750
              
              $
              83,750Right
                  of entry contracts
              
              
              1,474,050
              
              
              733,187
              
              
              8,955,558
              
              
              3,591,598Subscriber
                  lists
              
              
              9,697,879
              
              
              5,605,094
              
              
              9,697,879
              
              
              4,411,865Debt
                  issuance costs
              
              
              499,837
              
              
              499,493
              
              
              499,837
              
              
              485,198Total
              
              
              11,755,516
              
              
              6,921,524
              
              
              19,237,024
              
              
              8,572,411Impairment
                  of intangibles
              
              
              -
              
              
              -
              
              
              -
              
              
              1,539,633Total
                  including impairment
              
              $
              11,755,516
              
              $
              6,921,524
              
              $
              19,237,024
              
              $
              10,112,044







Amortization
      of intangible assets was $519,519 and $898,539 for the three months ended
      September 30, 2007 and 2006, respectively. For the nine months ended September
      30, 2007 and 2006, amortization of intangible assets was $1,829,272 and
      $2,651,022 respectively. Amortization of debt issuance costs of $14,296 and
      $142,790 for the nine months ended September 30, 2007 and 2006, respectively,
      is
      included in interest expense. Estimated amortization expense of intangible
      assets for the years ending December 31, 2007, 2008, 2009, 2010, 2011 and
      thereafter is $2,295,170, $1,805,035, $1,760,586, $623,864, $48,139, $144,766,
      respectively. The weighted average remaining life of the intangibles is 2.9
      years with right of entry average life of 4.7 years and customer subscriber
      lists of 2.6 years as of September 30, 2007. The reduction in intangible value
      during 2007 is due to sales of subscribers to Directech MDU “Directech” and MDU
      Communications “MDUC” (see Note 3). The reduction in intangible value during
      2006 is due to a sale of subscribers to Consolidated Smart Broadband Systems
      “CSBS” (see Note 3). During 2006, the Company recorded an impairment charge to
      intangible assets of $1,539,633. Assets held for sale at December 31, 2006
      do
      not include intangible assets or goodwill.





*Share-Based
      Compensation*





The
      Company recognizes share-based compensation costs on a straight-line basis
      over
      the requisite service period of the award, which is generally the option vesting
      term. For the three months ended September 30, 2007 and 2006, total share-based
      compensation expense of $158,001 ($.02 per share) and $169,846 ($.02 per share)
      was included in selling, general and administrative expenses, respectively.
      For
      the nine months ended September 30, 2007 and 2006, total share-based
      compensation expense of $549,434 ($.08 per share) and $655,367 ($.10 per share)
      was included in selling, general and administrative expenses, respectively.
      Estimated share based compensation expense for the years ending December 31,
      2007, 2008, 2009, 2010, 2011 is $742,479, $663,608, $95,061, $10,543 and $0,
      respectively. This is an estimate based on options currently outstanding and
      therefore this projected expense could be more in the future.





In
      determining the compensation cost of the options granted during the three and
      nine months ended September 30, 2007 and 2006, as specified by SFAS No. 123R,
      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:




Three
                months
              ended
              September
                30,2007
            
            Three
                months
              ended
              September
                30,2006
            
            Nine
                months
              ended
              September
                30,2007
            
            Nine
                months
              ended
              September
                30,2006Risk-free
                interest rate
            
            
            4.50
            %
            
            4.88
            %
            
            4.58
            %
            
            4.73
            %Expected
                life of options granted
            
            
            10
                Years
            
            
            10
                Years
            
            
            10
                Years
            
            
            10
                YearsExpected
                volatility range
            
            
            236
            %
            
            216
            %
            
            236
            %
            
            215
            %Expected
                dividend yield
            
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %





The
      Company’s determination of fair value of share-based payment awards on the date
      of grant using an option-pricing model is affected by the Company’s stock price
      as well as assumptions regarding a number of variables. These variables include,
      but are not limited to the Company’s expected stock price volatility, and actual
      and projected stock option exercise behaviors and forfeitures.





8


*Net
      Loss per Common Share*





Basic
      net
      loss per common share is computed by dividing the loss attributable to common
      stockholders by the weighted average number of common shares outstanding for
      the
      reporting period. Diluted 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 and nine months ended September 30, 2007 and 2006 were excluded from
      the calculation of diluted loss per share as their effects were anti-dilutive
      due to the Company’s net losses for the periods.





*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, MCS, where the Company bills voice, data and video
      subscribers as a principal; and MDU where the Company as a master service
      operator for DirecTV receives net cash payments for managing video subscribers
      through its network of system operators. These video subscribers are billed
      by
      DirecTV.





*Recent
      Accounting Pronouncements*





In
      February 2007, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value
      Option for Financial Assets and Financial Liabilities - Including an amendment
      of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to
      elect to measure many financial instruments and certain other items at fair
      value. Upon adoption of SFAS No. 159, an entity may elect the fair value option
      for eligible items that exist at the adoption date. Subsequent to the initial
      adoption, the election of the fair value option may only be made at initial
      recognition of the asset or liability or upon a re-measurement event that gives
      rise to new-basis accounting. The decision about whether to elect the fair
      value
      option is applied on an instrument-by-instrument basis, is irrevocable and
      is
      applied only to an entire instrument and not only to specified risks, cash
      flows
      or portions of that instrument. SFAS No. 159 does not affect any existing
      accounting literature that requires certain assets and liabilities to be carried
      at fair value nor does it eliminate disclosure requirements included in other
      accounting standards. SFAS No. 159 is effective for fiscal years beginning
      after
      November 15, 2007. The Company is currently evaluating the impact of adopting
      SFAS No. 159 on its financial position and results of operations.





**NOTE
      3** **-
      Sales Transactions**





The
      Company had $1,244,236 of assets held for sale on December 31, 2006 related
      to
      video assets located in California. Effective March 1, 2007, the Company,
      pursuant to an asset purchase agreement entered into October 19, 2006 (the
      “agreement”), completed the sale of substantially all of its video assets
      located in California to Consolidated Smart Broadband Systems, LLC (CSBS).
      The
      purchase price paid by CSBS was $1,214,000 at closing plus an additional
      $100,000, paid on March 30, 2007. The ultimate purchase price to be paid by
      the
      CSBS for the assets will be determined, in part, by an earnout formula detailed
      in the agreement tied to free subscriber cash flow and length of right of entry
      contracts. The ultimate price paid for the assets will not be known until
      February 2008 due to the aforementioned contingencies.





In
      accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
      Long-Lived Assets”, the Company classified the assets as held for sale, and
      recorded an impairment charge for the year ended December 31, 2006, that was
      determined based upon the excess net book value of assets sold over the known
      proceeds from the sale. Any consideration received for the assets during future
      accounting periods based upon the earnout formula will be recognized as a gain
      on sale of assets in that period. The results of the sale of the California
      assets resulted in a loss of $40,110, which is included in the selling, general
      and administrative expenses of the accompanying consolidated statements of
      operations for the nine months ended September 30, 2007.




9




Effective
      March 31, 2007, the Company completed the sale of substantially all of its
      video
      assets located in Ohio to Directech MDU (“Dtech”). The purchase price paid by
      Dtech was $745,790. The purchase price consisted of the assumption of a note
      payable for the gross value of $329,036 and $416,754 cash paid at closing on
      April 20, 2007. The sale of the Ohio assets resulted in a gain on sale in the
      amount of $324,626, which is included in the selling, general and administrative
      expenses of the accompanying consolidated statements of operations for the
      nine
      months ended September 30, 2007. The proceeds of $683,897, including assumed
      liabilities of $267,143, less the net book value of the MCS segment assets
      sold
      amounted to a gain on sale of $324,626.





As
      of
      September 30, 2007, the Company had sold to MDU Communications “MDUC”
approximately 9,000 subscribers and the related assets located in 174
      multi-family properties located throughout Florida, Illinois, New York,
      Colorado, N ew
      Jersey, and Texas. Total proceeds for MCS assets sold amounted to approximately
      $2,875,000. The sale resulted in a loss of $ 436,946 which is included in the
      selling, general and administrative expenses of the accompanying consolidated
      statements of operations for the three and nine months ended September 30,
      2007.
      The aforementioned loss primarily resulted from fewer multi-family properties
      being sold to MDUC than was originally intended in the party’s asset purchase
      agreement. Certain properties could not be sold due to the Company’s inability
      to obtain some property owners consent to assignment. The difference in the
      mix
      of properties ultimately transferred to MDUC increased the loss on sale compared
      to what the Company originally estimated upon execution of the asset purchase
      agreement in July 2007.





Effective
      October 16, 2007, the Company sold to MDUC approximately 800 subscribers and
      the
      related assets located in 7 multi-family properties located in Illinois and
      New
      York. Total proceeds for the MCS assets amounted to $312,490.





These
      sales were not reported as a discontinued operation because the assets sold
      did
      not constitute a segment or component of the Company’s business, and the Company
      retained assets and on-going service rights associated with the video
      subscribers.





**NOTE
      4 - Stoc** **k
      Transactions**





Stock
      warrants activity is as follows for the nine months ended September 30,
      2007:




**Number
                  of****Warrants**
              
              **Weighted
                  - Average****Exercise Price**Outstanding,
                  December 31, 2006
              
              
              3,488,329
              
              $
              8.04Granted
              
              
              14,202
              
              
              3.23Exercised
              
              
              -
              
              
              -Cancelled
              
              
              (406,074
              )
              
              (9.29
              )Outstanding,
                  September 30, 2007
              
              
              3,096,457
              
              $
              7.85




On
      July
      18, 2007, the Company’s Board of Directors authorized a 1 for 5 reverse stock
      split of the Company’s common stock, effective August 7, 2007. In conjunction
      therewith, the Company reduced its authorized capital shares from 100 million
      to
      20 million to conform to Minnesota statutory requirements. The Company in
      accordance with FAS 128 “Earning per Share” gave retroactive effect to the
      reverse stock split transaction in the accompanying balance sheet and the
      statement of operations.





**NOTE
      5 - Accrued Liabilities**





Accrued
      liabilities consisted of the following:




**September
                30, 2007**
            
            **December
                31, 2006**Payroll
                and related taxes
            
            $
            401,715
            
            $
            535,919Accrued
                preferred stock dividends
            
            
            668,566
            
            
            810,249Accrued
                liability - vendor chargebacks
            
            
            630,800
            
            
            1,103,414Other
            
            
            559,615
            
            
            527,774**Total**
            
            $
            2,260,696
            
            $
            2,977,356





10




**NOTE
      6 - Business Segments**





The
      Company has three reporting 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.





Segment
      disclosures are as follows:


MultibandCorp.
              
              MDU
              
              MCS
              
              TotalThree
                  months ended September 30, 2007:Revenues
              
              $
              -
              
              $
              2,569,486
              
              $
              1,084,114
              
              $
              3,653,600Income
                  (loss) from operations
              
              
              (1,038,768
              )
              
              461,068
              
              
              (1,245,064
              )
              
              (1,822,764
              )Identifiable
                  assets
              
              
              1,897,511
              
              
              5,392,234
              
              
              2,885,771
              
              
              10,175,516Depreciation
                  and amortization
              
              
              39,846
              
              
              397,850
              
              
              332,519
              
              
              770,215Capital
                  expenditures
              
              
              1,987
              
              
              -
              
              
              28,720
              
              
              30,707




MultibandCorp.
              
              MDU
              
              MCS
              
              TotalThree
                  months ended September 30, 2006:Revenues
              
              $
              -
              
              $
              2,630,299
              
              $
              1,894,586
              
              $
              4,524,885Income
                  (loss) from operations
              
              
              (1,041,312
              )
              
              962,819
              
              
              (1,804,583
              )
              
              (1,883,076
              )Identifiable
                  assets
              
              
              2,445,687
              
              
              6,788,833
              
              
              12,147,891
              
              
              21,382,411Depreciation
                  and amortization
              
              
              56,589
              
              
              401,079
              
              
              947,187
              
              
              1,404,855Capital
                  expenditures
              
              
              7,413
              
              
              -
              
              
              169,244
              
              
              176,657




**NOTE
      6 - Business Segments** **(continued)**


MultibandCorp.
              
              MDU
              
              MCS
              
              TotalNine
                  months ended September 30, 2007:Revenues
              
              $
              -
              
              $
              7,619,689
              
              $
              4,340,592
              
              $
              11,960,281Income
                  (loss) from operations
              
              
              (3,220,516
              )
              
              2,508,408
              
              
              (3,595,707
              )
              
              (4,307,815
              )Identifiable
                  assets
              
              
              1,897,511
              
              
              5,392,234
              
              
              2,885,771
              
              
              10,175,516Depreciation
                  and amortization
              
              
              139,573
              
              
              1,208,592
              
              
              1,466,816
              
              
              2,814,981Capital
                  expenditures
              
              
              1,987
              
              
              -
              
              
              269,601
              
              
              271,588




MultibandCorp.
              
              MDU
              
              MCS
              
              TotalNine
                  months ended September 30, 2006:Revenues
              
              $
              -
              
              $
              7,785,688
              
              $
              5,644,978
              
              $
              13,430,666Income
                  (loss) from operations
              
              
              (3,246,183
              )
              
              3,016,733
              
              
              (5,234,601
              )
              
              (5,464,051
              )Identifiable
                  assets
              
              
              2,445,687
              
              
              6,788,833
              
              
              12,147,891
              
              
              21,382,411Depreciation
                  and amortization
              
              
              175,594
              
              
              1,203,234
              
              
              2,637,097
              
              
              4,015,925Capital
                  expenditures
              
              
              32,332
              
              
              -
              
              
              724,374
              
              
              756,706




Segment
      disclosures are provided by entity to the extent practicable under the Company's
      accounting system.





11




**NOTE
      7 - Commitments and Contingencies**





*Legal
      Proceedings*





The
      Company is involved in legal actions in the ordinary course of its business.
      As
      of September 30, 2007, 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 August 2005. 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 70.3% and 63.7% of total revenue for the three and nine months
      ended September 30, 2007, respectively. Revenues generated from DirecTV for
      the
      three and nine months ended September 30, 2006 were 58.1% and 58.0% of total
      revenue, respectively.





*Gain
      on extinguishment of debt*





Effective
      June 30, 2007, the Company revised its debt agreement with Lexus Tower I, L.P.
      to pay for certain leasehold improvements at its Fargo, ND location, resulting
      in a reduction of the outstanding principal in the amount of $118,040. The
      note
      is payable in 37 monthly installments of $2,737 including interest at 4%. This
      modification was accounted for as a gain on extinguishment of debt in accordance
      with EITF 96-19, “Debtor’s Accounting for a Modification or Exchange of Debt
      Instruments”. The gain of $118,040 for the nine months ended September 30, 2007
      was included in other income of the consolidated statement of
      operations.





*Current
      portion of long-term debt*





As
      of
      September 30, 2007, the Company failed to meet the compliance covenants of
      its
      lender, Convergent Capital, with respect to having minimum net worth of three
      million dollars and positive EBITDA for the quarter ended September 30, 2007
      of
      $150,000. Convergent Capital provided the company with a waiver for both
      covenants for the quarter ended September 30, 2007. The Company’s management
      believes it is probable that the violation will not be cured at measurement
      dates that are within the next twelve months. In accordance with EITF 86-30
      “Classification of obligations when a violation is waived by the creditor”, the
      Company has classified the debt as current as of September 30, 2007.





*Guaranty*





On
      March
      1, 2006, Corporate Technologies, LLC (CTLLC), a subsidiary of North Central
      Equity, LLC (the purchaser of the MBS business segment) signed a lease with
      Lexstar Tower I Limited Partnership whereby CTLLC assumed the lease obligation
      for substantially all of the first floor space the Company is renting in Fargo,
      North Dakota for the period beginning March 1, 2006 to February 28, 2011.
      Pursuant to the aforementioned lease, the Company entered into a guaranty
      whereby the Company, in the event of a default or early termination of the
      lease
      by CTLLC, is obligated to perform CTLLC’s lease obligation during months 43-60
      of the lease. The Company remains obligated to provide free rent to CTLLC
      through March 31, 2007 as defined in the purchase agreement of MBS. This
      guaranty has no effect on the Company’s consolidated financial statements for
      the periods ended September 30, 2007 and 2006. However, should Multiband
      eventually have to perform on the guaranty in the future, it could be liable
      for
      $348,881 worth of rent payments plus any associated charges such as property
      taxes and common area maintenance.





12




**NOTE** **8
      - Income Taxes**





At
      September 30, 2007, the Company’s federal and state net operating loss
      carryforwards were estimated to be approximately $41,000,000 and $32,700,000,
      respectively.





Effective
      January 1, 2007, the Company adopted FASB Interpretation 48 (FIN 48),
“Accounting for Uncertainty in Income Taxes” to address the non-comparability in
      reporting tax assets and liabilities resulting from a lack of specific guidance
      in FASB Statement of Financial Accounting Standards No. 109 (SFAS 109),
“Accounting for Income Taxes” on the uncertainty in income taxes recognized in
      an enterprise’s financial statements. Specifically, FIN 48 prescribes (a) a
      consistent recognition threshold and (b) a measurement attribute for the
      financial statement recognition and measurement of a tax position taken or
      expected to be taken in a tax return, and provides related guidance on
      derecognition, classification, interest and penalties, accounting interim
      periods, disclosure and transition. To the extent interest and penalties would
      be assessed by taxing authorities on any underpayment of income taxes, such
      amounts would be accrued and classified as a component of income tax expenses
      on
      the consolidated statement of operations. The adoption of FIN 48 did not impact
      the consolidated financial statements for the three and nine months ended
      September 30, 2007. The Company’s federal and state tax returns are potentially
      open to examinations for fiscal years 2004-2006.





**NOTE** **9
      - Subsequent Events**





Effective
      October 16, 2007, the Company sold to MDUC approximately 800 subscribers and
      the
      related assets located in 7 multi-family properties located in Illinois and
      New
      York. Total proceeds for the MCS assets were $312,490 (Note 3). The Company
      anticipates the loss from this sale to be immaterial.





On
      October 31, 2007, Multiband Corporation and DirecTech Holding Co (DTHC) entered
      into a Plan of Merger and Share Exchange Agreement whereby each common stock
      share of DTHC will be exchanged for 24.9308 shares of Multiband Common Stock.
      DTHC currently has approximately one million common shares outstanding.
      Subsequent to the merger, if completed, DTHC will be a wholly owned subsidiary
      of Multiband Corporation.





13





**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. Words such as “anticipates”,
“may”, “will”, “should”, “believes”, “estimates”, “expects”, “intends”, “plans”,
“predicts”, “will likely result”, “will continue”, or similar expressions
      identify forward-looking statements. 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.





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




**OUR
      COMPANY**





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





The
      Company completed an initial public offering in June 1984. In
      November 1992, the Company became a non-reporting company under the
      Securities Exchange Act of 1934. In July 2000, the Company regained its
      reporting company status. In December 2000, The Company 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.





The
      Company’s website is located at : www.multibandusa.com .





From
      its
      inception until December 31, 1998, the Company operated as a telephone
      interconnect company only. Effective December 31, 1998, the Company
      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, the Company, 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. The Company’s MCS segment 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., (MDU segment) which made the
      Company the largest master service operator in MDU’s for DirecTV satellite
      television in the United States. As of September 30, 2007, the Company has
      sold
      24,000 owned subscriptions. Multiband’s call center, pursuant to the terms of
      the applicable asset purchase agreements related to those sales, will continue
      to support these subscribers by performing billing, dispatch, call center and
      other services. At
      September 30, 2007, the Company had approximately 94,000 owned and managed
      subscriptions with an additional 24,300 subscribers supported by the call
      center **.** In
      October 2007, the Company sold an additional 800 owned subscribers, and together
      with the previously sold subscribers, effectively disposed of the remainder
      of
      the Rainbow Satellite Group, LLC assets.





14




**SELECTED
      **CONSOLIDATED
      FINANCIAL DATA****




DOLLAR
                  AMOUNTS AS A PERCENTAGE OF REVENUES
              
              DOLLAR
                  AMOUNTS AS A PERCENTAGE OF REVENUESTHREE
                  MONTHS ENDED
              
              NINE
                  MONTHS ENDEDSeptember
                  30, 2007
              
              September
                  30, 2006
              
              September
                  30, 2007
              
              September
                  30, 2006(unaudited)
              
              (unaudited)
              
              (unaudited)
              
              (unaudited)REVENUES
              
              
              100
              %
              
              100
              %
              
              100
              %
              
              100
              %COST
                  OF PRODUCTS & SERVICES (Exclusive of depreciation and amortization
                  shown below)
              
              
              64.2
              %
              
              46.1
              %
              
              53.5
              %
              
              45.3
              %SELLING,
                  GENERAL & ADMINISTRATIVE
              
              
              64.6
              %
              
              64.4
              %
              
              59.0
              %
              
              65.5
              %DEPRECIATION
                  & AMORTIZATION
              
              
              21.1
              %
              
              31.0
              %
              
              23.5
              %
              
              29.9
              %LOSS
                  FROM OPERATIONS
              
              
              -46.5
              %
              
              -41.5
              %
              
              -36.0
              %
              
              -40.7
              %INTEREST
                  EXPENSE & OTHER, NET
              
              
              -2.6
              %
              
              -6.2
              %
              
              -2.1
              %
              
              -6.2
              %LOSS
                  FROM CONTINUING OPERATIONS
              
              
              -52.5
              %
              
              -47.7
              %
              
              -38.1
              %
              
              -46.9
              %INCOME
                  (LOSS) FROM DISCONTINUED OPERATIONS
              
              
              -
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS
              
              
              -52.5
              %
              
              -47.7
              %
              
              -38.1
              %
              
              -46.9
              %





**RESULTS
      OF OPERATIONS**





*Revenues*





Total
      revenues decreased 19.3% to $3,653,600 for the quarter ended September 30,
      2007
      as compared to $4,524,885 for the quarter ended September 30, 2006. Revenues
      for
      the nine month period ended September 30, 2007 decreased 10.9% to $11,960,281
      from $13,430,666 for the same period in 2006. This decrease is primarily due
      to
      sales of approximately 28,000 owned subscriptions between the comparable
      periods. The Company expects revenues to continue to decrease in 2007 over
      2006
      due to sales of subscribers in the MCS portfolio. The Company throughout 2007
      intends to continue to strategically sell unprofitable owned assets as prudent
      and redeploy the proceeds from those assets into facilitating growth of its
      managed subscriber services including its support center and its master system
      operator program. The Company believes it can ultimately increase revenues
      by
      selling its support center services to its network of system operators and
      by
      providing ancillary programs for voice and data services to that same
      network.





Revenues
      in the third quarter of fiscal year 2007, for the MCS segment, decreased 42.8%
      to $1,084,114 as compared to $1,894,586 in the third quarter of fiscal 2006.
      Revenues for the nine month period ended September 30, 2007, for the MCS
      segment, decreased 23.1% to $4,340,592 from $5,644,978 for the same period
      in
      2006. These decreases are primarily due to sales of 28,000 owned subscriptions
      during the comparable periods offset by an increase in call center
      revenue.





Revenues
      in the third quarter of 2007 for the MDU segment decreased 2.3% to $2,569,486
      as
      compared to $2,630,299 in the third quarter of fiscal 2006. Revenues for the
      nine month period ended September 30, 2007, for the MDU segment, decreased
      2.1%
      to $7,619,689 from $7,785,688 for the same period in 2006. These decreases
      are
      primarily due to the aforementioned decrease in the number of owned subscribers
      and a related decrease in agent fees during the comparable period.





15




*Cost
      of Products and Services (Exclusive of depreciation and
      amortization)*





The
      Company's cost of products and services, increased by 12.4% to $2,345,895 for
      the quarter ended September 30, 2007 as compared to $2,087,643 for the similar
      quarter last year. For the nine months ended September 30, 2007, cost of
      products and services were $6,395,179 compared to $6,082,068 in the prior year,
      a 5.1% increase. Overall costs of products and services as a percentage of
      revenue did increase between the nine months ended September 30, 2007 and the
      nine months ended September 30, 2006 due to specific vendor price increases
      without corresponding increase in price to customers, certain commission
      payments, and allocation of certain support center costs to costs of products
      and services. In 2006 those support center costs were immaterial due to the
      small number of subscribers supported by the call center.





Costs
      of
      products and services for the MCS segment for the quarter were $772,985 compared
      to $992,614 in the same quarter last year, a 22.1% decrease. For the nine months
      ended September 30, 2007, cost of products and services were $2,865,173 for
      the
      MCS segment, compared to $3,010,770 in the prior year, a 4.8% decrease. In
      2007,
      the decrease in costs of products and services in the MCS segment is directly
      related to a decrease in programming and circuit charges between the comparable
      periods due to a decreased subscriber number.





Costs
      of
      products and services for the MDU segment for the quarter were $1,572,910
      compared to $1,095,029 in the same quarter last year, a 43.6% increase. For
      the
      nine months ended September 30, 2007, cost of products and services were
      $3,530,006 for the MDU segment, compared to $3,071,298 in the prior year, a
      14.9% increase. The increase of costs of products and services in the MDU
      segment for the quarter and year to date is primarily related to an increase
      in
      bulk subsidy and promotional commission costs due to system
      operators.





*Selling,
      General and Administrative Expenses*





Selling,
      general and administrative expenses decreased 19.0% to $2,360,254 in the quarter
      ended September 30, 2007, compared to $2,915,463 in the prior year’s quarter.
      Selling, general and administrative expenses were, as a percentage of revenues,
      64.6% for the quarter ended September 30, 2007 and 64.4% for the similar period
      a year ago. This decrease is primarily a result of decreases in payroll and
      employee expenses, property maintenance expenses and stock option expense
      between the comparable periods. The Company anticipates that selling, general
      and administrative expenses, exclusive of stock option expenses, will continue
      to decrease in 2007 due to reduced payroll expenses from the sale of subscribers
      in the MCS portfolio.





For
      the
      nine months ended September 30, 2007, these expenses decreased 19.8% to
      $7,057,936 compared to $8,796,724 for the nine months ended September 30, 2006.
      As a percentage of revenue, selling general and administrative expenses were
      59.0% for the nine months ended September 30, 2007, compared to 65.5% for the
      same period in 2006. This percentage decrease is primarily due to the decreases
      in payroll and employee expenses, property maintenance expenses, stock option
      expense and a gain on sale of assets between the comparable
      periods.





*Depreciation
      and Amortization*





Depreciation
      and amortization expense decreased 45.2% to $770,215 for the quarter ended
      September 30, 2007 compared to $1,404,855 in the prior year’s quarter. For the
      nine months ended September 30, 2007, depreciation and amortization expense
      decreased 29.9% to $2,814,981 compared to $4,015,925 for the nine months ended
      September 30, 2006. This decrease in depreciation and amortization is due to
      the
      sale of tangible and intangible assets in various states. (Note 3).





16




*Loss
      from Operations*





The
      Company, in the third quarter of 2007, incurred a loss from operations for
      its
      combined operating business segments of $1,697,764 versus a loss of $1,883,076
      during the prior year’s period. Loss from operations from said segments was
      $4,182,815 during the first nine months of 2007, compared to $5,464,051 during
      the first nine months of 2006. The MDU segment showed a profit from operations
      of $461,068 and $2,508,408, for the three and nine months ended September 30,
      2007 compared to profits of $962,819 and $3,016,733 for the three and nine
      months ended September 30, 2006. For the third quarter of 2007, the MCS segment
      showed a loss from operations of $1,120,064 compared to a loss of $1,804,583
      for
      the same quarter last year. For the nine months ended September 30, 2007, the
      MCS segment showed a loss from operations of $3,470,707 compared to a loss
      of
      $5,234,601 for the same period in 2006. The Multiband Corporation segment,
      which
      has no revenues, showed a loss from operations of $1,038,768 for the three
      months ended September 30, 2007 and $3,220,516 for the nine months ended
      September 30, 2007 compared to losses of $1,041,312 and $3,246,183 for the
      same
      periods last year. The Multiband Corporation loss is expected to remain constant
      in future periods as corporate overhead is expected to be consistent with
      current levels. The Company expects the MDU segment profitability in future
      periods to stabilize as the year to date reduction in profits for this segment
      has been significantly impacted by the loss of agent fees tied to owned
      subscriber sales. These sales have now largely been completed. In addition
      to
      the sale of subscribers, the Company hopes that it can continue to mitigate
      its
      loss in the MCS segment by reducing related payroll expenses. At the same time,
      the Company will look to add subscribers in its MDU division since the on-going
      selling, general and administrative expenses to service those subscribers can
      be
      more variable than fixed.





*Interest
      Expense*





Interest
      expense was $108,847 for the quarter ended September 30, 2007, versus $306,672
      for the similar period a year ago, primarily reflecting a decrease in the
      Company’s debt and original issue discount expense. Amortization of original
      issue discount was $13,157 and $111,907 for the three months ended September
      30,
      2007 and 2006.





Interest
      expense was $430,264 for the nine months ended September 30, 2007 and $936,876
      for the same period last year, primarily reflecting the aforementioned decrease
      in the Company’s debt and original issue discount expense. Amortization of
      original issue discount was $29,746 for the nine months ended September 30,
      2007
      and $358,725 for the same period last year.





*Net
      Loss*





In
      the
      third quarter of fiscal 2007, the Company incurred a net loss of $1,918,344
      compared to a net loss of $2,162,528 for the third fiscal quarter of 2006.
      For
      the nine months ended September 30, 2007, the Company recorded a net loss of
      $4,560,718 compared to $6,294,121 for the nine months ended September 30, 2006.





**Liquidity
      and Capital Resources**





During
      the nine months ended September 30, 2007 and 2006, the Company recorded a net
      loss of $4,560,718 and $6,294,121 respectively. Net cash used by operations
      during the nine months ended September 30, 2007 was $1,432,412 as compared
      to
      cash used by operations during the nine months ended September 30, 2006 of
      $678,908. Principal payments on current long-term debt over the next 12 months
      are expected to total $186,356. As of September 30, 2007, the Company failed
      to
      meet the compliance covenants of its lender, Convergent Capital, with respect
      to
      having minimum net worth of three million dollars and positive EBITDA for the
      quarter ended September 30, 2007 of $150,000. Convergent Capital provided the
      company with a waiver for both covenants for the quarter ended September 30,
      2007. The Company’s management believes it is probable that the violation will
      not be cured at measurement dates that are within the next twelve months. In
      accordance with EITF 86-30 “Classification of obligations when a violation is
      waived by the creditor”, the Company has classified the debt as current as of
      September 30, 2007.





17




Cash
      and
      cash equivalents totaled $1,083,939 at September 30, 2007 versus $1,020,975
      at
      December 31, 2006. Working capital deficit for the nine months ended September
      30, 2007 decreased to $4,677,097 as compared to $5,294,245, at December 31,
      2006, primarily due to net proceeds received from the sale of video assets
      to
      CSBS, Dtech and MDUC(see Note 3), during 2007. Total debt was reduced in the
      nine months ended September 30, 2007 as the Company continued to retire
      financing debt and certain notes were paid off in conjunction with asset sales.
      The Company had a material decrease in accounts receivable for the period ended
      September 30, 2007 verses the period ended December 31, 2006 due to sales of
      assets. Accounts payable and accrued liabilities combined remained relatively
      constant in total from December 31, 2006 to September 30, 2007. Net cash flows
      from investing activities totaled $2,373,083 compared to ($660,387) for the
      comparable period reflecting the sale of video assets to CSBS, Dtech and MDUC,
      previously mentioned herein.





The
      Company experienced a material decrease in revenues between the quarter ended
      September 30, 2007 and the quarter ended September 30, 2006. For the remainder
      of 2007, the Company intends to continue to strategically sell unprofitable
      owned assets as prudent and redeploy the proceeds from those assets into
      facilitating growth of its managed subscriber services including its support
      center and its master system operator program. The Company believes it can
      increase revenues by selling its support center services to its network of
      system operators and by providing ancillary programs for voice and data services
      to that same network.




Management intends to sell certain assets on a strategic basis for prices
      agreeable to the Company and/or 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 and operating lease obligations
      and fund the Company's operations through 2007:





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





2.  Potential
      earn-out proceeds from the sale of video subscriber assets completed in 2007.





3.  Solicit
      additional equity investment in the Company by either issuing preferred or
      common stock.





4.  Continue
      to market Multiband services and acquire additional multi-dwelling unit
      customers.





5.  Control
      capital expenditures by contracting Multiband services and equipment through
      a
      landlord-owned equipment program.





6.  Establish
      market for wireless internet services.





7.  Expansion
      of call center support via sales of call center services to both existing and
      future system operators and to buyers of the Company’s video
      subscribers.




Management
      of the Company believes that cash on hand, as of September 30, 2007, combined
      with capital resources and the ability to monetize intangible subscriber assets,
      as was done in the sale of assets to MDUC, is adequate to meet the anticipated
      liquidity and capital resource requirements of its business for the next 12
      months.





*Capital
      Expenditures*





The
      Company used $271,588 for capital expenditures during the nine months ended
      September 30, 2007, as compared to $756,706 in the similar period last year.
      Capital expenditures consisted of project build-outs and equipment acquired
      for
      internal use. Overall capital expenditures in 2007 are expected to decrease
      significantly as the Company intends to build out fewer services in 2007 than
      in
      2006.




18




**CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES**





Impairment
      of Long-Lived Assets





The
      Company’s long-lived assets include property, equipment and leasehold
      improvement. At September 30, 2007, the Company had net property and equipment
      of $1,904,071, which represents approximately 18.7% 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, which may be material. During
      the nine months ended September 30, 2007 and 2006, the Company did not record
      any impairment losses related to long-lived assets.





Impairment
      of Goodwill





At
      year
      end, we test goodwill for impairment. If indicators of impairment are determined
      to exist, we test goodwill for impairment quarterly. Our judgments regarding
      the
      existence of impairment indicators are based on legal factors, market conditions
      and operational performance of our operating segments. Future events could
      cause
      us to conclude that impairment indicators exist and that goodwill associated
      with our operating segments which amounts to $62,394 as of September 30, 2007,
      may be impaired. Any resulting impairment loss could have a material adverse
      impact on our financial condition and results of operations. During the three
      months ended September 30, 2007 and 2006, the Company did not record any
      impairment losses related to goodwill.





Impairment
      of Intangible Assets





The
      intangible assets consist of rights of entry contracts, customer cable lists,
      debt issuance costs, domain name and access contracts. These intangibles are
      being amortized over their estimated useful lives ranging from 18 to 180 months.
      If significant changes would occur to the estimated future cash flows associated
      with these intangibles, the Company would determine if there is impairment
      and
      reduce the value of intangibles based on the discounted present value of such
      cash flows. At September 30, 2007, the Company had net intangibles of $4,833,992
      which represented approximately 47.5% of the Company’s total assets. During the
      nine months ended September 30, 2007 and 2006, the Company did not record any
      impairment losses related to intangible assets.





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.





Share-Based
      Payments





Effective
      January 1, 2006, the Company adopted Statement of Financial Accounting
      Standard No. 123 (revised 2004), *Share-Based
      Payment* (SFAS
      123(R)), which requires the measurement and recognition of compensation expense
      for all share-based payment awards made to employees and directors including
      employee stock options based on fair values. The Company’s determination of fair
      value of share-based payment awards is based on the date of grant using an
      option-pricing model which incorporates a number of highly complex and
      subjective variables. These variables include, but are not limited to, the
      Company’s expected stock price volatility and estimates regarding projected
      employee stock option exercise behaviors and forfeitures. The Company recognizes
      the expense related to the fair value of the award straight-line over the
      vesting period.




19




Revenue
      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 reasonably assured; and (iv)
      product delivery has occurred or services have been rendered. Discontinued
      operations revenues were recognized as products were shipped based on FOB
      shipping point terms when title passes to customers.





The
      Company earns revenues from four sources:, 1) Voice, video and data
      communication products which are sold and installed, 2) Multiband user charges
      to multiple dwelling units, 3) MBUSA user charges to timeshares, and 4) MDU
      earns revenue primarily through the activation of and residual fees on video
      programming services.





Customers
      contract for both the purchase and installation of voice and data networking
      technology products and certain video technologies products. 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.





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 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 MBUSA user charges are recognized as revenues in the period
      the
      related services are provided in accordance with SAB 104. Any amounts billed
      prior to services being provided are reported as deferred service obligations
      and revenues.








**ITEM
      3. QUANTITIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISK**





The
      Company is not subject to any material interest rate risk as any current lending
      agreements are at a fixed rate of interest except for the Convergent Capital
      note of $2,500,000, which varies from 11% to 14%, dependent on the Company’s
      common stock price. On July 21, 2007, $1,000,000 of the Convergent Capital
      note
      was paid in conjunction with the sale of subscribers to MDU Communications
      (see
      Note 3). Each 1% change in interest impacts the statement of operations $15,000
      annually.





Multiband
      also has variable rate percentage of Class I convertible preferred stock which
      pays dividends based on a basis of prime plus one percent (8.75% at September
      30, 2007).





20




**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.
      There was no change in the Company’s internal control over financial reporting
      during the Company’s most recently completed fiscal quarter that has materially
      affected, or is reasonably likely to materially affect, the Company’s internal
      control over financial reporting.





**PART
      II. OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





The
      Company is involved in legal actions in the ordinary course of its business.
      As
      of September 30, 2007, 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.





**ITEM
      1A. RISK FACTORS**





Our
      operations and our securities are subject to a number of risks, including but
      not limited to those described below. If any of the following risks actually
      occur, the business, financial condition or operating results of Multiband
      and
      the trading price or value of our common stock could be materially adversely
      affected.





**General**





Multiband,
      since 1998, has taken several significant steps to reinvent and reposition
      itself to take advantage of opportunities presented by a shifting economy and
      industry environment.





Recognizing
      that voice, data and video technologies in the late twentieth century were
      beginning to systematically integrate as industry manufacturers were evolving
      technological standards from "closed" proprietary networking architectures
      to a
      more "open" flexible and integrated approach, Multiband, between 1998 and 2001,
      purchased three competitors which, in the aggregate, possessed expertise in
      data
      networking, voice and data cabling and video distribution technologies.





In
      early
      2000, Multiband created its MCS division, employing the aforementioned
      expertise, to provide communications and entertainment services (local dial
      tone, long distance, high-speed internet and expanded satellite television
      services) to residents in MDUs on one billing platform, which the Company
      developed internally.





**Net
      Losses**





The
      Company had net losses of $4,560,718 for the nine months ended September 30,
      2007, $10,183,723 for the year ended December 31, 2006, and $7,475,000 for
      the
      year ended December 31, 2005. The Company may never be profitable.




The
      prolonged effects of generating losses without additional funding may restrict
      our ability to pursue our business strategy. Unless our business plan is
      successful, an investment in our common stock may result in a complete loss
      of
      an investor's capital.





If
      we
      cannot achieve profitability from operating activities, we may not be able
      to
      meet:


o
            our
                capital expenditure objectives;


o
            our
                debt service obligations; or


o
            our
                working capital needs.





21




**Goodwill**





In
      June
      2001, the Financial Accounting Standards Board (FASB) adopted Statement of
      Financial Accounting Standards (SFAS) 142, "Goodwill and Other Intangible
      Assets" which changed the amortization rules on recorded goodwill from a monthly
      amortization to an annual test of "impairment" for fiscal years beginning after
      December 15, 2001. In 2006, the Company recorded an impairment charge to
      goodwill of $417,465 related to the sale of video assets to CSBS (see Note
      3).
      As of September 30, 2007, the Company had remaining recorded goodwill of $62,394
      primarily related to the purchase of Rainbow Satellite Group, LLC. At September
      30, 2007 the Company did not note any indications of impairment related to
      goodwill.





**Deregulation**





Several
      regulatory and judicial proceedings have recently concluded, are underway or
      may
      soon be commenced that address issues affecting operations and those of our
      competitors, which may cause significant changes to our industry. We cannot
      predict the outcome of these developments, nor can we assure you that these
      changes will not have a material adverse effect on us. Historically, we have
      been a reseller of products and services, not a manufacturer or carrier
      requiring regulation of its activities. Pursuant to Minnesota statutes, our
      Multiband activity is specifically exempt from the need to tariff our services
      in MDU's. However, the Telecommunications Act of 1996 provides for significant
      deregulation of the telecommunications industry, including the local
      telecommunications and long-distance industries. This federal statute and the
      related regulations remain subject to judicial review and additional
      rule-makings of the Federal Communications Commission, making it difficult
      to
      predict what effect the legislation will have on us, our operations, and our
      competitors.





**Dependence
      on Strategic Alliances**





Several
      suppliers or potential suppliers of Multiband, such as McLeod, WorldCom, WS
      Net,
      XO Communications and others have filed for bankruptcy in recent years. While
      the financial distress of its suppliers or potential suppliers could have a
      material adverse effect on Multiband's business, Multiband believes that enough
      alternate suppliers exist to allow the Company to execute its business plans.
      The Company is also highly dependent on its Master System Operator agreement
      with DirecTV. The initial term of the agreement, expires in August 2008, and
      provides for two additional two-year renewals if the Company has a minimum
      number of paying video subscribers in its system operator network. Although
      an
      alternate provider of satellite television services, Echostar, exists, the
      termination of its agreements with DirecTV could have a material adverse effect
      on Multiband's business.





**Changes
      in Technology**





A
      portion
      of our projected future revenue is dependent on public acceptance of broadband
      and expanded satellite television services. Acceptance of these services is
      partially dependent on the infrastructure of the internet and satellite
      television which is beyond Multiband's control. In addition, newer technologies,
      such as video-on-demand, are being developed which could have a material adverse
      effect on the Company's competitiveness in the marketplace if Multiband is
      unable to adopt or deploy such technologies.





**Attraction
      and Retention of Employees**





Multiband's
      success depends on the continued employment of certain key personnel, including
      executive officers. If Multiband were unable to continue to attract and retain
      a
      sufficient number of qualified key personnel, its business, operating results
      and financial condition could be materially and adversely affected. In addition,
      Multiband's success depends on its ability to attract, develop, motivate and
      retain highly skilled and educated professionals with a wide variety of
      management, marketing, selling and technical capabilities. Competition for
      such
      personnel is intense and is expected to increase in the future.





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**Intellectual
      Property Rights**





Multiband
      relies on a combination of trade secret, copyright and trademark laws, license
      agreements, and contractual arrangements with certain key employees to protect
      its proprietary rights and the proprietary rights of third parties from which
      Multiband licenses intellectual property. Multiband also relies on agreements
      with owners of MDUs which grant the Company rights of access for a specific
      period to MDU premises whereby Multiband is allowed to offer its voice, data,
      and video services to individual residents of the MDUs. If it was determined
      that Multiband infringed the intellectual property rights of others, it could
      be
      required to pay substantial damages or stop selling products and services that
      contain the infringing intellectual property, which could have a material
      adverse effect on Multiband's business, financial condition and results of
      operations. Also, there can be no assurance that Multiband would be able to
      develop non-infringing technology or that it could obtain a license on
      commercially reasonable terms, or at all. Multiband's success depends in part
      on
      its ability to protect the proprietary and confidential aspects of its
      technology and the products and services it sells. There can be no assurance
      that the legal protections afforded to Multiband or the steps taken by Multiband
      will be adequate to prevent misappropriation of Multiband's intellectual
      property.





**Variability
      of Quarterly Operating Results**





Variations
      in Multiband's revenues and operating results occur from quarter to quarter
      as a
      result of a number of factors, including customer engagements commenced and
      completed during a quarter, the number of business days in a quarter, employee
      hiring and utilization rates, the ability of customers to terminate engagements
      without penalty, the size and scope of assignments and general economic
      conditions. Because a significant portion of Multiband's expenses are relatively
      fixed, a variation in the number of customer projects or the timing of the
      initiation or completion of projects could cause significant fluctuations in
      operating results from quarter to quarter.





**Certain
      Anti-Takeover Effects**





Multiband
      is subject to Minnesota statutes regulating business combinations and
      restricting voting rights of certain persons acquiring shares of Multiband.
      These anti-takeover statutes may render more difficult or tend to discourage
      a
      merger, tender offer or proxy contest, the assumption of control by a holder
      of
      a large block of Multiband's securities, or the removal of incumbent management.





**Volatility
      of Multiband's Common Stock**





The
      trading price of our common stock has been and is likely to be volatile. The
      stock market has experienced extreme volatility, and this volatility has often
      been unrelated to the operating performance of particular companies. Investors
      may not be able to sell the common stock at or above the price they paid for
      their common stock, or at all. Prices for the common stock will be determined
      in
      the marketplace and may be influenced by many factors, including variations
      in
      our financial results, changes in earnings estimates by industry research
      analysts, investors' perceptions of us and general economic, industry and market
      conditions.





**Future
      Sales of Our Common Stock May Lower Our Stock Price**





If
      our
      existing shareholders sell a large number of shares of our common stock, the
      market price of the common stock could decline significantly. The perception
      in
      the public market that our existing shareholders might sell shares of common
      stock could depress our market price.





**Competition**





We
      face
      competition from others who are competing for a share of the MDU market,
      including other satellite companies, cable companies and telephone companies.
      Some of these companies have significantly greater assets and resources than
      we
      do.





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**ITEM
      6. EXHIBITS**




(a)
              Exhibits31.1
              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.32.1
              Certification
                  of Chief Executive Officer pursuant to 18 U.S.C. Section
                  1350.32.2
              Certification
                  of Chief Financial Officer pursuant to 18 U.S.C. Section
                  1350.




**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
              RegistrantDate: November
              14, 2007
            By:
            /s/ James
              L.
              Mandel*Chief
                Executive Officer*


Date: November
                14, 2007
              By:
              /s/ Steven
                M.
                Bell*Chief
                  Financial Officer*
                **(Principal
                  Financial and Accounting
                  Officer)**


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