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

                                   -----------

                               AMENDMENT NO. 1 TO
                                    FORM 10-K

(Mark One)

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

                     FOR THE PERIOD ENDED DECEMBER 31, 2004
                                       OR

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

           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                         COMMISSION FILE NUMBER 0 - 1325

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

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


                                    MINNESOTA
         (State or other jurisdiction of incorporation or organization)


                                  41 - 1255001
                        (IRS Employer Identification No.)


              9449 Science Center Drive, New Hope, Minnesota 55428
                    (Address of principal executive offices)


                   Telephone (763) 504-3000 Fax (763) 504-3060
              The Company's Internet Address: www.multibandusa.com
     (Registrant's telephone number, facsimile number, and Internet address)

         Securities registered pursuant to Section 12 (b) of the Act:  None

         Securities registered pursuant to Section 12 (g) of the Act:

                           Common Stock (no par value)
<PAGE>

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  and Exchange Act
of 1934  during the  preceding  12 months (or for such  shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes |X| No |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  references  in Part III of this Form 10-K or any  amendment to
this Form 10-K / /

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

                                 Yes |_| No |X|

      As of June 30, 2004 (the most recently  completed  fiscal second quarter),
the  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant,  computed by  reference  to the average  high and low prices on such
date as reported by the Nasdaq Smallcap was approximately $50,361,036.

      As of April 13,  2005,  there were  28,479,578  outstanding  shares of the
registrant's common stock, no par value stock.
<PAGE>

                       Documents Incorporated By Reference

      Portions of the registrant's definitive proxy statement to be filed within
120  days  after  the  end of  the  fiscal  year  covered  by  this  report  are
incorporated by reference into Part III hereof.

                                Table of Contents

Part I             Item 1.  Business

                   Item 2.  Properties

                   Item 3.  Legal Proceedings

                   Item 4.  Submission of Matters to a Vote of Security Holders

Part II

                   Item 5.  Market for the Registrant's Common Equity Related
                            Shareholder Matters and Issuer Purchases of Equity
                            Securities

                   Item 6.  Selected Consolidated Financial Data

                   Item 7.  Management's Discussion and Analysis of Financial
                            Condition and Results of Operations

                  Item 7A.  Quantitative and Qualitative Disclosures About
                            Market Risk

                   Item 8.  Consolidated Financial Statements and
                            Supplementary Data

                   Item 9.  Changes in and Disagreements with Accountants on
                            Accounting and Financial Disclosure

                  Item 9A.  Controls and Procedures

                   Item 9B  None

Part III

                  Item 10.  Directors, Executive Officers, Promoters and Control
                            Persons of the Registrant

                  Item 11.  Executive Compensation

                  Item 12.  Security Ownership of Certain Beneficial Owners
                            and Management

                   Item 13  Certain Relationships and Related Transactions

                   Item 14  Principal Accountant Fees and Services

                   Item 15  Exhibits and Financial Statement Schedules.

                            Signatures
<PAGE>

Item 1
Business

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

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

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

      From its  inception  until  December  31,  1998,  Multiband  operated as a
telephone  interconnect  company only.  Effective  December 31, 1998,  Multiband
acquired  the  assets of the  Midwest  region of Enstar  Networking  Corporation
(ENC), a data cabling and networking  company. In late 1999, in the context of a
forward  triangular  merger,  Multiband to expand its range of computer products
and  related  services,  purchased  the stock of  Ekman,  Inc.  d/b/a  Corporate
Technologies,   and  merged  Ekman,   Inc.  into  the  newly  formed   surviving
corporation,  Corporate Technologies,  USA, Inc. (MBS). MBS provided voice, data
and video  systems and  services to business  and  government.  The MBS business
segment  was  sold  effective  March  31,  2005.  All  referenced  to  financial
information and  descriptions of business in this Form 10-K have been revised to
reflect  only  our   continuing   operations  and  all  references  to  our  now
discontinued  Multiband  Business  Services have been  eliminated.  MCS began in
February 2000. MCS, the Company's continuing operating division, provides voice,
data and video services to multiple dwelling units (MDUs),  including  apartment
buildings,  condominiums  and  time  share  resorts.  During  2004  the  Company
purchased video  subscribers in a number of separate  transactions,  the largest
one being Rainbow  Satellite Group,  LLC. During 2004 the Company also purchased
the stock of  Minnesota  Digital  Universe,  Inc.,  which made the  Company  the
largest master service operator in MDU's for DirecTV satellite television in the
United States.

Multiband Consumer Services

      Since  2000,  Multiband  has  offered  voice,  data and video  services to
residents of the multi dwelling unit (MDU) market. Our experience in this market
suggests that property owners and managers are currently  looking for a solution
that will satisfy two problems.  The first problem that they are dealing with is
how to satisfy the residents who desire to bring satellite television service to
the  unit  without  being  visually  unattractive  or  a  structural/maintenance
problem.  The  second is how to  provide  competitive  access for local and long
distance  telephone  cable  television and internet  services.  Our MCS offering
addresses these problems and provides the consumer several benefits, including:

      o     Lower Cost Per Service
<PAGE>

      o     Blended Satellite and Cable Television Package

      o     Multiple Feature Local Phone Services (features such as call
            waiting, call forwarding and three-way calling)

      o     Better than Industry Average Response Times

      o     One Number for Billing and Service Needs

      o     One Bill for Local, Long Distance Cable Television and Internet

      o     "Instant On" Service Availability

      As we develop and market this  package,  we keep a marketing  focus on two
levels  of  customer  for this  product.  The  primary  decision-makers  are the
property  owners/managers.  Their  concerns  are  focused  on  delivering  their
residents  reliability,  quality of service,  short  response  times,  minimized
disruptions  on the property,  minimized  alterations  to the property and value
added  services.  Each of these  concerns is addressed in our contracts with the
property  owner,  which  includes  annual  reviews  and 10 year terms as service
providers on the property.  The secondary  customer is the end-user.  We provide
the property with on-going marketing support for their leasing agents to deliver
clear, concise and timely information on our services.  This will include simple
sign up options that should maximize our penetration of the property.

      When taken as a whole, and based on Multiband 's  interpretations  of U.S.
Census Bureau  statistics,  cable  television,  telephone and internet  services
currently  generate  over $170 billion of revenues  annually in the U.S, with an
estimated 26 million households living in MDUs. These statistics indicate stable
growing  markets  with  demand that is likely to deliver  significant  values to
businesses that can obtain a subscriber base of any meaningful size.

Multiband Consumer Industry Analysis

Strategy

      For the  near  future,  the  services  described  below  will  be  offered
primarily in New York, California,  Minnesota,  Florida, Illinois,  Missouri and
North  Dakota.  Our  primary  competition  will come  from the  local  incumbent
providers of telephone and cable television services.

Local Telephone Service

      We  compete  with  the  former  Bell  System  companies  such  as  Verizon
Communications  (Verizon) and Qwest Communications  International,  Inc. (Qwest)
for local telephone services.  Although those companies have become the standard
for local telephone service,  we believe we have the ability to underprice their
service while maintaining high levels of customer satisfaction.
<PAGE>

Cable Television Service

      We compete with Comcast Corporation (Comcast),  Time Warner and others for
pay-TV customers.  Comcast and Time-Warner are national cable television service
providers.  We have a significant  consumer  benefit in that we are establishing
private  rather than public  television  systems,  which  allows us to deliver a
package  that is not laden with local  "public  access"  stations  that clog the
basic  service  package.  In  essence,  we will be able to deliver a  customized
service  offering to each property based upon  pre-installation  market research
that we perform.  The pricing of our service is also untariffed which allows for
flexible and competitive "bundling" of services.

Long Distance Telephone Service

      Cingular-Wireless, LLC (Cingular), WorldCom Inc. dba MCI (MCI), and Sprint
Corporation  (Sprint) are our principal  competitors  in providing long distance
telephone service. They offer new products almost weekly. Our primary concern in
this  marketplace  is to assure  that we are  competitive  with the most  recent
advertised offerings in the "long distance wars." We will meet this challenge by
staying within a penny of the most current  offering,  while still maintaining a
high gross margin on our product.  We accomplish  this through  various  carrier
agency  associations.  We  expect to  generate  a high  penetration  in our long
distance services amongst our local service subscribers because private property
owners in the shared tenant environment (similar to a hotel environment) are not
required to offer multiple long distance carriers to their tenants.

Internet Access Service

      The clear  frontrunners  in this  highly  unregulated  market are  America
Online,  Inc. and CompuServe  Corp.  They compete with local exchange  carriers,
long  distance  carriers,  Internet  backbone  companies  and  many  local  ISPs
(Internet  Service  Providers).  Competition  has  driven  this  to a flat  rate
unlimited access dial-up service market.  The general concern among consumers is
the quality of the connection and the speed of the download. Our design provides
the highest connection speeds that are currently available. The approach that we
will market is "blocks of  service."  Essentially,  we deliver the same high bit
rate service in small,  medium and large packages,  with an appropriate per unit
cost  reduction  for  those  customers  that  will  commit  to a higher  monthly
expenditure.

Market Description

      We are currently marketing Multiband services to MDU properties  primarily
throughout Minnesota, North Dakota, Missouri,  Florida, New York, California and
Illinois.  We will  target  properties  that  range  from 50 to 150  units  on a
contiguous MDU property for television and Internet  access only. We will survey
properties  that exceed 150 units for the feasibility of local and long distance
telephone services.

      We are initially  concentrating on middle to high-end rental complexes. We
are also pursuing  resort area  condominiums.  A recent U.S. Census Bureau table
indicates  that there are more than 65,000  properties in the United States that
fit this profile.  Assuming an average of 100 units per complex, our focus is on
a potential subscriber base of 6,500,000.

      A recent Property Owners and Manager Survey,  published by the U.S. Census
Bureau , shows that the rental properties are focusing on improving services and
amenities  that are available to their  tenants.  These  improvements  are being
undertaken to reduce tenant  turnover,  relieve  pricing  pressures on rents and
attract tenants from competing properties.  We believe that most of these owners
or managers are not  interested in being "in the  technology  business" and will
use the services that we are offering.  Various  iterations of this package will
allow the owners to share in the  residual  income  stream  from the  subscriber
base.
<PAGE>

Minnesota Digital Universe, Inc. (MDU, Inc.)

The Company,  through its MDU, Inc. subsidiary,  also serves as a master service
operator for DirecTV, a provider of satellite television service. DirecTV is the
largest  provider of  satellite  television  services in the United  States with
approximately  13 million  subscribers.  DirecTV competes with the leading cable
companies and with  Echostar,  America's  second  largest  provider of satellite
television.  The  Company,  through  its  direct  operations,   markets  DirecTV
services.  The MDU,  Inc.  subsidiary  allows  the  Company  to offer  satellite
television  services to residents of  Multi-dwelling-units  through a network of
affiliated operators.

Number of Units/Customers

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

Employees

      As of March  31,  2005,  Multiband  employed  three  full-time  management
employees,  four accounting personnel, and six information technology employees.
As of that same date,  MCS had 33 full-time  employees,  consisting  of eight in
sales and marketing,  seven in technical positions,  sixteen in customer service
and related support, and two in management.

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.
<PAGE>

      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.

      The specific risk factors,  as detailed  below,  should be analyzed in the
context of the Company's anticipated MCS related growth.

Net Losses

      The  Company  had net  losses of  $9,783,962  for the  fiscal  year  ended
December 31, 2004,  $4,365,004  for the fiscal year ended December 31, 2003, and
$4,438,059 for the fiscal year ended  December 31, 2002.  Multiband 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.

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 a periodic "impairment" analysis for fiscal years
beginning  after December 15, 2001. In 2004, the Company  recorded an impairment
charge of $527,879 related to Multiband Business Services.  In 2004, the Company
wrote off $2,221,000 worth of goodwill related to discontinued operations. As of
December  31,  2004,  the Company had  remaining  recorded  goodwill of $812,366
related to the purchase of Rainbow Satellite Group, LLC.

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.
<PAGE>

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 which expires in May 2007.  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.

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.
<PAGE>

Variability of Quarterly Operating Results; Seasonality

      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.  Further,
Multiband has historically  experienced a seasonal  fluctuation in its operating
results, with a larger proportion of its revenues and operating income occurring
during the third quarter of the fiscal year.

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.  We cannot be sure that an active  public market for our common stock
will continue after this offering.  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.
<PAGE>

Competition

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

FORWARD-LOOKING STATEMENTS

      This document  contains  forward-looking  statements within the meaning of
federal   securities  law.   Terminology   such  as  "may,"  "will,"   "expect,"
"anticipate,"  "believe,"  "estimate,"  "continue,"  "predict," or other similar
words,  identify  forward-looking  statements.  These statements  discuss future
expectations,  contain  projections  of results of  operations  or of  financial
condition or state other forward-looking information. Forward-looking statements
appear in a number of places in this prospectus and include statements regarding
our intent,  belief or current  expectation  about,  among other things,  trends
affecting  the  industries  in which we operate,  as well as the  industries  we
service,  and our business and growth  strategies.  Although we believe that the
expectations  reflected  in  these  forward-looking   statements  are  based  on
reasonable assumptions,  forward-looking statements are not guarantees of future
performance  and  involve  risks and  uncertainties.  Actual  results may differ
materially from those predicted in the forward-looking statements as a result of
various factors, including those set forth in "Risk Factors."

Item 2:

Properties

      Multiband and its  subsidiaries  lease  principal  offices located at 2000
44th  Street  SW,  Fargo,  ND 58103 and 9449  Science  Center  Drive,  New Hope,
Minnesota  55428.  We have no foreign  operations.  The main Fargo  office lease
expires in 2017 and covers approximately 22,500 square feet. The Fargo base rent
ranges from $23,565 to $30,377 per month.  The New Hope office lease  expires in
2013 and covers  approximately 47,000 square feet. The New Hope base rent ranges
from  $18,389 to  $25,166  per month.  Both the New Hope and Fargo  leases  have
provisions  that call for the tenants to pay net operating  expenses,  including
property taxes, related to the facilities.  Both offices have office,  warehouse
and training facilities.

      Multiband  considers its current facilities adequate for its current needs
and believes that suitable additional space would be available as needed.

Item 3:

Legal Proceedings

      The  Company  is  involved  in legal  actions  in the  ordinary  course of
business,  including an action brought by Private Investor's Equity Group (PIEG)
brought in the third  quarter of 2004,  which seeks damages in excess of $75,000
over an alleged  financing fee owed. The Company believes the claims are without
merit and is  vigorously  defending against the action.  However, as of December
31, 2004, with the possible  exception of the  aforementioned  PIEG  proceeding,
Multiband was not engaged in any pending legal proceedings where, in the opinion
of the Company, the outcome is likely to have a material adverse effect upon the
business, operating results and financial condition of the Company.
<PAGE>

Item 4:

Submission of Matters to a Vote of Security Holders

      The Company did not submit  matters to a vote of security  holders  during
the last quarter of the fiscal year covered by this report.

PART II

Item 5:

Market for the  Registrant's  Common  Equity,  Related  Shareholder  Matters and
Issuer Purchases of Equity Securities

      Through May 17,  2000,  Multiband's  common stock was traded and quoted on
the OTC Bulletin  Board(R)  ("OTCBB") under the symbol "VICM." From May 18, 2000
until August 21, 2000,  the common stock was quoted under the VICM symbol on the
Pink  Sheets(R)  operated by Pink Sheets LLC.  From August 21, 2000, to December
12, 2000,  Multiband's common stock was traded and quoted on the OTCBB under the
VICM  symbol.  Since  then,  the stock has been  traded and quoted on the Nasdaq
Smallcap market system. In July 2004, the symbol was changed to MBND to coincide
with the Company's  name change to Multiband  Corporation.  The table below sets
forth the high and low bid prices for the common  stock  during each  quarter in
the two years  ended  December  31,  2003 and  December  31, 2004 as provided by
Nasdaq.

                Quarter Ended                         High Bid          Low Bid
                -------------                         --------          -------

March 31, 2003 .......................                $   1.37         $    .77

June 30, 2003 ........................                    2.49             1.03

September 30, 2003 ...................                    2.20             1.52

December 31, 2003 ....................                    1.85             1.23

March 31, 2004 .......................                    1.68             1.04

June 30, 2004 ........................                    2.70             1.30

September 30, 2004 ...................                    1.45              .96

December 31, 2004 ....................                    1.78             1.01

      As of March 31,  2005,  Multiband  had 637  shareholders  of record of its
common stock and 28,434,584 shares of common stock outstanding. As of that date,
eight shareholders held a total of 27,931 of Class A Preferred, two shareholders
held  8,700  shares  of Class B  Preferred,  five  shareholders  held a total of
125,400  shares of Class C Preferred,  one  shareholder  held a total of 150,000
shares of Class F Preferred,  14  shareholders  held a total of 45,245 shares of
Class  G  Preferred,  8  shareholders  held a total  of 4.8  shares  of  Class H
Preferred,  and four  shareholders  held a total of  100,000  shares  of Class I
Preferred.
<PAGE>

Recent Sales of Unregistered Securities

      In 2004, the Company,  via accredited investor purchasers of common stock,
exercise of warrants,  or other conversion into common stock, issued 2.3 million
common shares at various prices, netting proceeds of approximately $3.2 million.

      The Company in 2004 issued  $212,110  worth of its common stock to Pyramid
Trading LP in connection with conversion of a note payable and accrued interest.
The common stock was issued at various prices  pursuant to a formula tied to the
trading price of the Company's common stock.

      The Company in 2004 issued  $230,909  worth of its common  stock to Laurus
Master Fund Ltd in connection  with  conversion  of a note  payable.  The common
stock was issued at a conversion rate of $1.40.

      At various  other times in 2004,  the  Company  issued  $194,575  worth of
common stock in connection  with  conversion of interest and notes payable.  The
common  stock was issued at various  prices  pursuant  to a formula  tied to the
trading price of the Company's common stock.

      In 2004 the Company  repurchased 27,500 shares of common stock for $62,975
from a former officer of the Company.

      The Company, during 2004, issued $452,450 worth of Class G Preferred Stock
and $1,083,341 worth of Class H Preferred Stock to various accredited investors.

      In  connection   with  these  sales,  we  relied  on  the  exemption  from
registration  provided by Sections 4(2) and 4(6) of the  Securities Act of 1933,
as well as Rule 506 of  Regulation D based on (i) our belief that the  issuances
did not involve a public offering,  (ii) the transactions involved fewer than 35
purchasers,  and (iii) because we had a reasonable basis to believe that each of
the shareholders  were either  accredited or otherwise had sufficient  knowledge
and  sophistication,  either  alone  or  with  a  purchaser  representative,  to
appreciate and evaluate the risks and merits  associated  with their  investment
decision.

Common Stock

      Holders of common  stock are entitled to one vote per share in all matters
to be voted upon by shareholders. There is no cumulative voting for the election
of directors,  which means that the holders of shares  entitled to exercise more
than 50% of the voting rights in the election of directors are able to elect all
of the directors.  Multiband's Articles of Incorporation provide that holders of
the Company's common stock do not have preemptive rights to subscribe for and to
purchase additional shares of common stock or other obligations convertible into
shares of common stock which may be issued by the Company.

      Holders of common  stock are  entitled to receive  such  dividends  as are
declared by  Multiband's  Board of Directors out of funds legally  available for
the payment of dividends.  Multiband  presently intends not to pay any dividends
on the common stock for the foreseeable  future. Any future  determination as to
the  declaration  and payment of dividends will be made at the discretion of the
Board of Directors.  In the event of any liquidation,  dissolution or winding up
of Multiband, and subject to the preferential rights of the holders of the Class
A Preferred, Class B Preferred, Class C Preferred, Class D Preferred and Class E
Preferred,  the  holders of common  stock will be entitled to receive a pro rata
share of the net assets of Multiband  remaining  after  payment or provision for
payment of the debts and other liabilities of Multiband.
<PAGE>

      All of  the  outstanding  shares  of  common  stock  are  fully  paid  and
non-assessable.  Holders of common stock of Multiband are not liable for further
calls or assessments.

      The  Company's  Board of Directors  has not declared any  dividends on our
common  stock  since  our  inception,  and does not  intend  to pay out any cash
dividends on our common stock in the foreseeable  future. We presently intend to
retain all  earnings,  if any, to provide  for our  growth.  The payment of cash
dividends  in the  future,  if any,  will be at the  discretion  of the Board of
Directors  and will  depend  upon  such  factors  as  earnings  levels,  capital
requirements,  our financial  condition and other factors deemed relevant by our
Board of Directors.

Preferred Stock

In December 1998, Multiband issued 2,550 shares of Class A Preferred for $23,638
and 37,550 shares of Class B Preferred  for $359,893.  The Class B Preferred was
offered to certain  note  holders  at a  conversion  rate of $10.00 per share of
Class B  Preferred.  Each share of Class A Preferred  and Class B  Preferred  is
non-voting  (except as  otherwise  required  by law) and  convertible  into five
shares of common stock,  subject to adjustment  in certain  circumstances.  Each
holder of a share of Class A  Preferred  or Class B  Preferred  has a  five-year
warrant to  purchase  one share of common  stock at $3.00 per share,  subject to
adjustment. During 2001, Multiband issued 67,655 shares of Class A Preferred for
$676,556.

      In June 2000,  Multiband  issued  80,500  shares of Class C Preferred  for
$805,000.  The Class C  Preferred  was  offered  to  certain  note  holders at a
conversion  rate of  $10.00 a share.  In  September  2000,  Multiband  issued an
additional 72,810 shares of Class C Preferred for $728,100.  Each share of Class
C Preferred is non-voting  (except as otherwise required by law) and convertible
into two shares of Multiband  common  stock,  subject to  adjustment  in certain
circumstances.

      In November 2000,  Multiband issued 72,500 shares of Class D Preferred for
$490,332. The Class D Preferred was sold to eight accredited investors at $10.00
per share.  Each share of Class D Preferred is  non-voting  (except as otherwise
required  by law) and  convertible  into two and  one-half  shares of  Multiband
Common Stock, subject to adjustment in certain circumstances.

      In the second  quarter of 2002,  Preferred  Class D stocks were  redeemed;
$100,000 converted to Common Stock, and $300,000 converted to a Note Payable.

      In the fourth quarter of 2002,  Multiband  issued 70,000 shares of Class E
Preferred  for $700,000,  with $600,000  related to conversion of a note payable
from a director of the Company into Preferred Stock.

      In the first quarter of 2003, $72,000 worth of Class C Preferred Stock was
issued to an officer of the Company in a conversion of accounts payable. Also in
the first quarter of 2003,  $76,500 worth of Class E Preferred  Stock was issued
to a member of the Board for his purchase of Multiband assets.
<PAGE>

      In the third quarter of 2003 $25,000 worth of Class B Preferred  Stock was
purchased by an accredited investor.

      In addition,  during 2003  $133,100  worth of Class C Preferred  Stock was
redeemed.

      During the second  quarter of 2004,  $776,500  worth of Class E  Preferred
Stock was converted into Common Stock at a price of $1.25 per share.  During the
third quarter of 2004, two million  dollars worth of Class F Preferred Stock was
issued.  During the fourth quarter of 2004,  $452,450 worth of Class G Preferred
Stock was issued and $1,083,341 worth of Class H Preferred Stock was issued.

      In the first  quarter of 2005,  the company  issued  $10,000,000  worth of
Class I Preferred Stock.

      The  holders  of the  Class  A  Preferred,  Class  B  Preferred,  Class  C
Preferred,  Class D  Preferred,  Class E Preferred,  Class F Preferred,  Class G
Preferred and Class H Preferred  (collectively,  "Preferred Stock") are entitled
to receive,  as and when declared by the Board, out of the assets of the Company
legally  available for payment  thereof,  cumulative  cash dividends  calculated
based on the per  share  stated  value of the  Preferred  Stock.  The per  annum
dividend  rate is eight  percent (8%) for the Class A Preferred  and ten percent
(10%) for the  Class B  Preferred,  Class C  Preferred  and  Class F  Preferred,
fourteen percent (14%) for the Class D Preferred,  fifteen percent (15%) for the
Class E  Preferred,  to be paid in kind,  eight  percent  (8%)  for the  Class G
Preferred and six percent (6%) for the Class H Preferred. Dividends on the Class
A Preferred, Class C Preferred, Class D Preferred, Class F Preferred and Class G
Preferred are payable quarterly on March 31, June 30, September 30, and December
31 of each year.  Dividends on the Class B Preferred are payable  monthly on the
first day of each calendar month. Dividends on the Class H Preferred are payable
semiannually on June 30 and December 31 of each year. Dividends on the Preferred
Stock accrue cumulatively on a daily basis until the Preferred Stock is redeemed
or converted.

      In the event of any  liquidation,  dissolution or winding up of Multiband,
the holders of the Class A Preferred  and Class B Preferred  will be entitled to
receive a  liquidation  preference  of $10.50 per share,  and the holders of the
Class C Preferred,  Class D Preferred,  Class E Preferred, Class F Preferred and
Class G Preferred will be entitled to receive a liquidation preference of $10.00
per share, each subject to adjustment.  Holders of the Class H Preferred will be
entitled  to  receive a  liquidation  preference  of  $100,000  per  share.  Any
liquidation  preference  shall be  payable  out of any net  assets of  Multiband
remaining  after  payment  or  provision  for  payment  of the  debts  and other
liabilities of Multiband.

      Multiband  may  redeem  the  Preferred  Stock,  in whole or in part,  at a
redemption  price of $10.50 per share for the Class A Preferred  and the Class B
Preferred  and $10.00 per share for the Class C  Preferred,  Class D  Preferred,
Class  E  Preferred,  Class  F  Preferred  and  Class G  Preferred  (subject  to
adjustment,  plus any earned and unpaid dividends) on not less than thirty days'
notice to the  holders of the  Preferred  Stock,  provided  that the closing bid
price of the common stock exceeds $4.00 per share  (subject to  adjustment)  for
any ten consecutive trading days prior to such notice. Upon Multiband's call for
redemption,  the holders of the Preferred  Stock called for redemption will have
the option to convert each share of Preferred  Stock into shares of common stock
until the close of business on the date fixed for redemption, unless extended by
Multiband  in its sole  discretion.  Preferred  Stock not so  converted  will be
redeemed.  No holder of Preferred  Stock can require  Multiband to redeem his or
her shares.
<PAGE>

Item 6:

Selected Consolidated Financial Data

      The following  selected  financial data should be read in conjunction with
our consolidated  financial statements including the accompanying notes and with
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations".  The data for each of the  fiscal  years in the three  year  period
ended  December 31, 2004,  have been  derived  from our  consolidated  financial
statements and accompanying notes contained in this prospectus. The Statement of
Operations  Data for the year ended  December  31, 2001 and 2000 and the Balance
Sheet  data at  December  31,  2002,  2001 and 2000 have been  derived  from our
audited  consolidated  financial  statements  which  are not  contained  in this
filing.

<TABLE>
<CAPTION>
Statement of Operations Data           2004               2003               2002               2001               2000
-----------------------------     ------------       ------------       ------------       ------------       ------------
<S>                               <C>                <C>                <C>                <C>                <C>
Revenues ....................     $ 11,067,834       $  1,441,118       $    577,221       $    265,996       $     73,319
Cost of products and services
                                  $  5,943,395       $    884,536       $    418,093       $    226,432       $    105,617
Gross profit ................     $  5,124,439       $    556,582       $    159,128       $     39,564       $    (32,298)
% of revenues ...............             46.3%              38.6%              27.6%              14.9%            (44.05)%
Selling, general and
  administrative expenses ...     $  5,960,050       $  2,647,870       $  1,971,584       $  2,555,144       $  2,870,657
% of revenues ...............             53.9%             183.0%             641.6%             960.6%           3915.30%
Depreciation and amortization     $  3,432,779       $  1,065,650       $  1,193,306          1,165,610            830,181
Loss from Operations ........     $ (4,268,390)      $ (3,156,938)      $ (3,005,762)      $ (3,681,190)      $ (3,733,136)
Other expense net ...........     $ (1,058,252)      $   (548,476)      $ (1,439,069)      $ (1,070,802)      $   (280,962)
Minority interest in
   subsidiary ...............     $          0       $     33,366       $          0       $          0       $          0

Loss before income taxes ....     $ (5,326,642)      $ (3,672,048)      $ (4,444,831)      $ (4,751,992)      $ (4,014,098)
Income tax provision ........     $          0       $          0       $          0       $          0       $      8,849
Net Loss from Continuing
   Operations ...............     $ (5,326,642)      $ (3,672,048)      $ (4,444,831)      $ (4,751,992)      $ (4,022,947)
Discontinued operations .....     $ (4,457,320)      $   (692,956)             6,772       $   (573,560)          (212,884)
Net Loss ....................     $ (9,783,962)      $ (4,365,004)      $ (4,438,059)      $ (5,325,552)      $ (4,235,831)
Loss attributable to common
   stockholders .............     $(10,374,417)      $ (4,613,693)      $ (4,591,637)      $ (5,758,221)      $ (5,082,011)
Loss per common share-basic
   and diluted ..............     $       (.42)      $       (.27)      $       (.38)      $       (.66)      $      (0.72)
Weighted average shares
   outstanding ..............       23,307,594         16,112,231         11,735,095          8,762,814          7,009,751
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Balance Sheet Data                     2004               2003               2002               2001               2000
-----------------------------     ------------       ------------       ------------       ------------       ------------
<S>                               <C>                <C>                <C>                <C>                <C>
Working capital
   (deficiency) .............     $ (8,931,414)      $  1,118,792       $   (252,870)      $    426,549       $  2,870,114
Total assets ................     $ 26,633,712       $ 13,902,885       $ 10,347,316       $ 12,209,681       $ 15,614,573
Long-term debt ..............     $  3,498,657       $  2,262,891       $  3,273,350       $  3,311,870       $  3,362,083
Stockholders' equity ........     $  8,549,431       $  5,807,711       $  2,642,285       $  4,184,001       $  5,876,352
</TABLE>

Item 7:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION

      The  following  discussion  of the  financial  condition  and  results  of
operations  of  Multiband  should  be read in  conjunction  with  the  Condensed
Consolidated  Financial  Statements and the Notes thereto included  elsewhere in
this report.

Years Ended December 31, 2004 and December 31, 2003.

This discussion does not include the results of discontinued operations.

Results of Operations

The following table sets forth certain items.

                                                           2004          2003
                                                         -------       -------
Revenues

Multiband                                                      0%            0%
MCS                                                          100%          100%
                                                         -------       -------
                               Total Revenues                100%          100%
                                                         =======       =======

Cost of Sales
Multiband                                                      0%            0%
MCS                                                        53.70%        61.38%
                                                         -------       -------
Total Cost of Sales                                        53.70%        61.38%
                                                         =======       =======
Gross Margin                                               46.30%        38.62%
Selling, General and Administrative expenses               53.85%       183.73%
Operating loss from continuing operations                 (48.12%)     (254.81%)
Loss from discontinued operations                         (40.27%)      (48.08%)
Net Loss                                                  (88.40%)     (302.89%)

Revenues:

      Total revenues from continuing operations increased 668.0% from $1,441,118
in 2003 to  $11,067,834  in 2004.  This  significant  increase  in  revenues  is
primarily due to the Company's  acquisition of subscriber related assets in 2004
which  produced  a material  increase  in  consumer  recurring  revenues.  These
acquisitions  led  primarily to the Company in 2004  growing from  approximately
6,800 subscribers to approximately  30,000  subscribers.  The Company's revenues
are expected to increase in 2005,  even  without  further  acquisitions,  as the
Company will experience a full year's worth of revenues from these  acquisitions
made in 2004.
<PAGE>

Gross Margin:

      The Company's  Gross Margin was $5,124,430 in 2004 compared to $556,582 in
2003. The significant  increase in Gross Margin resulted from the aforementioned
increase in revenues due primarily to acquisitions. For 2004, Gross Margin, as a
percentage of total  revenues,  was 46.30%  versus 38.62% for 2003.  The Company
expects Gross Margin  percentages  to remain stable in future periods due to the
relatively predictable nature of its consumer recurring revenues.

Selling, General and Administrative Expenses

      These expenses from continuing  operations increased 125.08% to $5,960,050
in 2004,  compared to $2,647,870 in 2003.  The increase in expenses was directly
related to the  Company's  increase  in  revenues.  Furthermore,  the  Company's
integration of various accounting,  information  technology and customer service
activities from its 2004 acquisitions  produced material start up and additional
expense.  Selling,  general and administrative expenses were, as a percentage of
revenues,  53.85 % for 2004 and 183.73%  for 2003.  The  Company  expects  these
expenses  to  decline  as a  percentage  of  revenues  throughout  2005  as  the
aforementioned integration expenses should be mitigated.

Interest Expense

      Interest  expense  was  $1,055,488  for 2004  versus  $488,156  for  2003,
reflecting an increase in debt related to acquisitions.

Net Loss

      The Company,  in 2004,  showed a net loss of $9,783,962,  inclusive of the
loss from discontinued operations,  which totaled $4,457,320.  The Company's net
loss in 2003 totaled $4,365,004 which included a discontinued operations loss of
$692,956. Included in the loss from discontinued operations was an impairment of
goodwill of $2,748,879  for the year ended  December 31, 2004 (see Note 1 to the
consolidated financial statements for further detail).

Years Ended December 31, 2003 and December 31, 2002

Results of Operations

      The   following   table  sets  forth  certain  items  from  the  Company's
consolidated  statements  of  operations  expressed  as a  percentage  of  total
revenue.
<PAGE>

                                                           2003          2002
                                                         -------       -------
Revenues

Multiband                                                      0%            0%
MCS                                                        100.0%        100.0%
                                                         -------       -------
                             Total Revenues                100.0%        100.0%
                                                         =======       =======
Cost of Sales

Multiband                                                      0%            0%
MCS                                                        61.38%        72.43%
                                                         -------       -------
Total Cost of Sales                                        61.38%        72.43%
                                                         =======       =======
Gross Margin                                               38.62%        27.57%
Selling, General and Administrative                       183.73%       341.56%
expenses
Operating loss from continuing operations                (254.81%)     (770.04%)
Loss from discontinued operations                         (48.08%)       (1.17%)
Net Loss                                                 (302.89%)     (768.87%)


Revenues

      Total  revenues  increased  149.7% to  $1,441,118 in 2003 from $577,221 in
2002.

      This  increase  is due to  the  expansion  of  MCS  services  to  nineteen
apartment properties and eighteen timeshare properties.

Gross Margin

      The Company's  gross margin was $556,582 for 2003, as compared to $159,128
for 2002. The increase of 249.8% in 2003 was due to the  aforementioned  revenue
increase.  For 2003, gross margin, as a percentage of total revenues,  was 38.6%
versus 27.6% for 2002.  The Company  expects  gross  margins to maintain or even
slightly  increase  in future  periods as  recurring  revenues  become a greater
percentage of the Company's overall revenue mix.

Selling, General and Administrative Expenses

      Selling,   general  and   administrative   expenses   increased  34.3%  to
$2,647,870,  compared  to  $1,971,584  in 2002.  This  increase  in  expenses is
primarily  related to increased  payroll and facility expense and costs incurred
for  re-branding  Vicom  operating  divisions as  Multiband.  Increased  payroll
primarily  resulted from  acquisition  related  payroll  expense and increase in
officer compensation in 2003. Selling, general and administrative expenses were,
as a percentage of revenues, 183.7% for 2003 and 341.5% for 2002.

Interest Expense

      Interest  expense  was  $488,156  for  2003,  versus  $1,256,965  for 2002
reflecting a substantial  decrease in Original Issue Discount expense associated
with  long  term  debt  and a  significant  decrease  in cash  interest  expense
associated with notes payable.

Net Loss

      In 2003, the Company  incurred a net loss of $4,365,004  compared to a net
loss of $4,438,059 for 2002.
<PAGE>

Unaudited Quarterly Results

      The  following  table sets forth  certain  unaudited  quarterly  operating
information  for  each of the  eight  quarters  in the  two-year  period  ending
December 31, 2004. This data includes, in the opinion of management,  all normal
recurring adjustments necessary for the fair presentation of the information for
the periods  presented when read in conjunction with the Company's  consolidated
financial statements and related notes thereto.  Results for any previous fiscal
quarter are not  necessarily  indicative of results for the full year or for any
future quarter. The Company has historically  experienced a seasonal fluctuation
in its operating results,  with a larger proportion of its revenues in the third
quarter of the fiscal year.

<TABLE>
<CAPTION>
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
                       Dec.31,    Sept. 30,    June 30,      March 31,     Dec. 31,    Sept. 30,   June 30,      March 31,
                         2004       2004         2004          2004          2003        2003       2003           2003
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
<S>                  <C>          <C>          <C>             <C>          <C>           <C>          <C>         <C>
Revenues:
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Vicom                        0            0            0             0            0             0            0           0
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
MCS                  3,475,576    3,918,342    2,911,261       762,655      429,141       418,897      357,961     235,120
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Total
Revenues             3,475,576    3,918,342    2,911,261       762,655      429,141       418,897      357,961     235,120
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Cost of Sales        1,889,980    1,952,631    1,712,280       410,962      290,391       238,336      202,065     153,647
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Gross Margin         1,585,597    1,965,711    1,198,981       351,693      138,750       180,561      155,896      81,473
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
SG&A Expense         2,148,570    1,845,547    1,137,780       828,153      931,304       592,868      649,768     474,136
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Depreciation &
Amortization           881,826    1,048,031    1,150,677       352,245      295,131       279,812      263,330     227,379
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Operating Loss     (1,444,800)    (927,867)  (1,089,476)     (828,705)  (1,087,685)     (692,119)    (757,202)   (620,042)
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Interest Expense     (382,854)    (254,314)    (188,986)     (229,334)    (135.411)      (97,977)    (113,580)   (131,795)
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Other Income
(Expenses)              13,403     (15,423)        6,851        14,863     (12,136)           323        5,548    (63,290)
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Minority
Interest                                                                     38,170       (3,460)      (1,392)           0
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Net Loss Before
Taxes              (1,814,251)  (1,197,604)  (1,271,611)   (1,043,176)  (1,197,062)     (793,233)    (866,626)   (815,127)
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Income Tax
(Benefit)
Provision                    0            0            0             0            0             0            0           0
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Income (loss)
from continuing
operations         (1,814,251)  (1,197,604)  (1,271,611)   (1,043,176)  (1,197,062)     (793,233)    (866,626)   (815,127)
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Discontinued
Operations         (3,149,780)    (653,989)    (179,863)     (473,688)    (434,537)      (39,389)     (68,038)   (150,992)
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Net Loss           (4,964,031)  (1,851,593)  (1,451,474)   (1,516,864)  (1,631,599)     (832,622)    (934,664)   (966,119)
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
Net Loss Per
Common Share
Basic and Diluted        (.20)        (.07)        (.06)         (.08)        (.09)         (.05)        (.06)       (.07)
----------------- ------------- ------------ ------------ ------------- ------------ ------------- ------------ -----------
</TABLE>
<PAGE>

Liquidity and Capital Resources

Year Ended December 31, 2004

Available  working  capital for 2004  decreased to  $8,931,414  primarily due to
acquisition related debt load.  Accounts receivable  increased by $ 1,125,668 in
2004 due to a significant  increase in consumer  revenues.  Current  liabilities
increased  in 2004  $8,298,728  due  primarily  to higher  accounts  payable and
accrued  liabilities  directly related to the increase in consumer revenues.  In
addition, current maturities of long-term debt increased $500,000 and short-term
debt increased $4.5 million as of December 31, 2004 versus December 31, 2003 due
to the  short-term  debt issued  related to the 2004  acquisitions.  Inventories
decreased by $135,024 due to the Company's  need to carry less  inventory in its
consumer services division versus its discontinued business services division.

Total long term debt and  capital  lease  obligations  increased  by  $1,717,015
during the year ended December 31, 2004.  Multiband paid out $74,902  related to
capital lease obligations and $345,578 related to long term debt during the year
ended December 31, 2004 versus $276,069 paid out in 2003.

The Company used $748,704 for capital  expenditures  during 2004, as compared to
$526,936 in 2003. This increase was related to additional  purchases required as
a result of the business  acquisitions made during 2004. Capital expenditures in
2005 are expected to be consistent with those in 2004.

In November 2004,  the Company  borrowed  $2,166,667  from a group of accredited
institutional  investors.  The notes are convertible into shares of common stock
at $1.00 per share. The notes accrue interest at the rate of 6% per annum, which
interest  is  payable  semi-annual  in cash or  common  stock  at the  Company's
election.

Net cash used by operations  in 2004 was  $2,289,645 as compared to cash used by
operations in 2003 of $2,580,248.  This reduction reflects improved  performance
from operations, exclusive of non cash expenses. During the years ended December
31, 2004 and December 31, 2003,  the Company  incurred  significant  net losses.
Although the majority of those losses were due to non-cash expenses, the Company
in 2004 still  continued  to incur cash losses as well due to general  corporate
expense.  However, those cash losses decreased significantly in 2004 versus 2003
by the on-going  additions of MCS  properties in the Company's  portfolio  which
provided improved cash flows.

      The Company, as is common in the cable and telecommunications  industries,
uses earnings before interest, taxes, depreciation,  and amortization ("EBITDA")
as a measure of performance to  demonstrate  earnings  exclusive of interest and
non-cash  events.  EBITDA is not, and should not be considered an alternative to
net  income,  income  from  operations,  or any other  measure  for  determining
operating  performance or liquidity,  as determined under accounting  principals
generally accepted in the United States.

The most directly comparable GAAP reference in the Company's case is the removal
of  interest,  depreciation,  amortization  and  other  non  cash  charges.  The
following  table  reconciles  Company  EBITDA  to our  consolidated  net loss as
computed under GAAP.

<PAGE>

<TABLE>
<CAPTION>
                                          Three Months Ended December 31,    Twelve Months Ended December 31,
                                               2004             2003             2004             2003
                                           -----------      -----------      -----------      -----------
<S>                                        <C>              <C>              <C>              <C>
EBITDA                                     $  (549,569)     $  (792,446)     $  (838,373)     $(2,091,288)
Interest Expense, other                       (102,203)          23,862         (211,669)         (69,133)
Depreciation and Amortization                 (881,828)        (295,129)      (3,432,779)      (1,065,652)
Loss from discontinued operations           (3,149,780)        (434,537)      (4,457,320)        (692,956)
Other Non Cash Expense associated with
common stock issuance                         (280,651)        (133,349)        (843,818)        (445,975)
                                           -----------      -----------      -----------      -----------

Net Loss                                   $(4,964,031)     $(1,631,599)     $(9,783,962)     $(4,365,004)
                                           ===========      ===========      ===========      ===========
</TABLE>

In  February  2005,  the  Company  sold  ten  million  dollars  worth of Class I
convertible  preferred stock. With this investment and the Company's anticipated
EBITDA for 2005 based on 2004 trends,  Multiband management believes that it can
meet the anticipated liquidity and capital resource requirements of its business
in 2005.

Year Ended December 31, 2003

      Available  working  capital for 2003 increased  $1,371,662  primarily to a
stronger  cash  position due to  investing  activities.  Multiband  successfully
completed  an offering  of  institutional  financing  in the second half of 2003
raising net  proceeds  of  $2,223,150.  Multiband  had a decrease of $289,890 in
accounts  receivable  as a result of a reduction in sales.  Current  liabilities
increased in 2003 by  $1,373,968 as a result of higher  current  portion of long
term debt and accrued liabilities.  Inventories  increased by $509,762 primarily
due to a planned expansion to provide wireless intranet service.

      Total long term debt and capital lease obligation  decreased by $1,010,459
during the year ended December 31, 2003.  Multiband paid out $75,301  related to
capital lease obligations and $200,768 related to long term debt during the year
ended December 31, 2003 versus $1,069,433 paid out in 2002.

      The  Company  used  $526,936  for capital  expenditures  during  2003,  as
compared to  $1,275,434  in 2002.  The decrease was  primarily  attributed  to a
reduction in self-financed  MCS construction.  In 2004 capital  expenditures are
expected  to  be  limited  to  the  Company's  internal  information  technology
infrastructure and are expected to be less than 2003 expenditures.

      In 2003,  the  Company  reached  an  agreement  to convert  the  remaining
$962,000 of a Note  Payable to equity.  Terms of the  conversion  state the note
will be  converted  to  equity  over a 14  month  period  at a  price  generally
equivalent to a 10% discount to market price.

      In  November  of  2003,  the  Company  borrowed  $1,500,000  and  issued a
three-year  warrant to the lender to purchase 535,000 common shares at $2.21 per
share through  November 2006. The debt is also  convertible into common stock of
the Company at a conversion rate of $1.40 per share through November 2006.

      On June 30, 2003, the Company borrowed  $124,000 as an unsecured note from
a  stockholder  of the Company,  with monthly  payments of $5,600 at an interest
rate of 7.85%.

      Net cash used by  operations  in 2003 was  $2,580,248  as compared to cash
used by operations  in 2002 of $869,721.  The cash used by operations in 2003 is
due primarily to net operating  losses and a reduction in the wholesale  line of
credit.  During the years ended  December 31, 2003,  and December 31, 2002,  the
Company incurred  significant net losses.  Although the majority of these losses
were due to non-cash expenses,  The Company still continued to incur cash losses
as  well  due  to  general  corporate  expense.  The  on-going  addition  of MCS
properties in the Company's portfolio provided additional cash flows in 2003 and
those cash flows are  projected to improve in 2004 with  additional  expansions.
Management of Multiband believes that, for the near future,  cash generated from
new investments  combined with existing  credit  facilities are adequate to meet
the  anticipated  liquidity in capital  resource  requirements  of its business,
contingent upon Company operating results for the next twelve months.

Critical Accounting Policies

Impairment of Long-Lived Assets

The  Company's  long-lived  assets  include  property,  equipment  and leasehold
improvement. At December 31, 2004, the Company had net property and equipment of
$4,372,474 , which represents  approximately  16% of the Company's total assets.
The estimated  fair value of these assets is dependent on the  Company's  future
performance. In assessing for potential impairment for these assets, the Company
considers  future  performance.  If these forecasts are not met, the Company may
have to record an  impairment  charge not  previously  recognized,  which may be
material.  In 2004 and 2003, the Company did not record any impairment.  In 2002
the Company recorded impairment of $119,480 on property, plant and equipment.

Impairment of Goodwill

We  periodically   evaluate   acquired   businesses  for  potential   impairment
indicators.  Our judgments regarding the existence of impairment  indicators are
based on legal factors,  market  conditions and  operational  performance of our
acquired  businesses.  Future events could cause us to conclude that  impairment
indicators  exist and that  goodwill  associated  with our acquired  businesses,
which  amounts to  $812,366,  as of December  31,  2004,  may be  impaired.  Any
resulting  impairment loss could have a material adverse impact on our financial
condition and results of operations. In 2004, the Company recorded an impairment
charge of $527,879 related to Multiband Business Services.  In 2004, the Company
wrote off $2,221,000 worth of goodwill from discontinued operations.  During the
years  ended  December  31,  2003  and 2002 , the  Company  did not  record  any
impairment losses related to goodwill.

Inventories

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

Recent Accounting Pronouncements

In November 2004,  FASB issued SFAS No. 151  "Inventory  Costs" which amends the
guidance in ARB No. 43, Chapter 4 "Inventory Pricing," to clarify the accounting
for abnormal  amounts of idle facility  expense,  freight,  handling costs,  and
wasted material (spoilage).  Paragraph 5 of ARB 43, Chapter 4, previously stated
that under some  circumstances,  items such as idle facility expense,  excessive
spoilage,  double freight, and rehandling costs may be so abnormal as to require
treatment as current period  charges.  SFAS No. 151 requires that those items be
recognized  as  current-period  charges  regardless  of  whether  they  meet the
criterion of "so abnormal." In addition,  SFAS No, 151 requires that  allocation
of fixed production  overheads to the costs of conversion be based on the normal
capacity  of the  production  facilities.  SFAS No. 151 shall be  effective  for
inventory  costs  incurred  during fiscal years  beginning  after June 15, 2005.
Earlier  application  is permitted for inventory  costs  incurred  during fiscal
years  beginning  after the date SFAS No. 151 was issued.  SFAS No. 151 shall be
applied prospectively.  The Company does not expect the adoption of SFAS No. 151
to have a material effect on its consolidated financial statements.

In December 2004,  FASB issued SFAS No. 153  "Exchanges of  Nonmonetary  Assets"
which amends APB Opinion No. 29, "Accounting for Nonmonetary  Transactions." APB
No. 29 is based on the principle that exchanges of nonmonetary  assets should be
measured based on the fair value of the assets  exchanged.  The guidance in that
Opinion,  however,  included certain exceptions to that principle.  SFAS No. 153
amends APB No. 29 to  eliminate  the  exception  for  nonmonetary  exchanges  of
similar productive assets and replaces it with a general exception for exchanges
of  nonmonetary  assets that do not have  commercial  substance.  A  nonmonetary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected to change significantly as a result of the exchange. SFAS No. 153 shall
be  effective  for  nonmonetary  asset  exchanges  occurring  in fiscal  periods
beginning after June 15, 2005. Earlier  application is permitted for nonmonetary
asset  exchanges  occurring in fiscal periods  beginning after the date SFAS No.
153 was issued.  SFAS No. 153 shall be applied  prospectively.  The Company does
not  expect  the  adoption  of SFAS No.  153 to have a  material  effect  on its
consolidated financial statements.

In  December  2004,  FASB  issued  SFAS No.  123  (revised  2004),  "Share-Based
Payment",  that focuses  primarily on accounting  for  transactions  in which an
entity obtains  employee  services in  share-based  payment  transactions.  This
statement replaces SFAS No. 123, "Accounting for Stock-Based Compensation",  and
supersedes  APB  Opinion No. 25,  "Accounting  for Stock  Issued to  Employees."
Beginning  with the quarterly  period that begins July 1, 2006, the Company will
be  required to expense  the fair value of  employee  stock  options and similar
awards.  As a  public  company,  the  Company  is  allowed  to  select  from two
alternative  transition methods,  each having different reporting  implications.
The impact of SFAS No. 123R for the year ending  December  31, 2006 is estimated
to range from  approximately  $150,000  and  $200,000  based on the value of the
options  outstanding as of December 31, 2004 that will vest during the third and
fourth quarters of 2006. This estimate does not include any expenses for options
that may be granted and vested during 2005.

In December 2003, the Financial  Accounting  Standards  Board (FASB) issued FASB
Interpretation  No. 46  (Revised  December  2003),  "Consolidation  of  Variable
Interest  Entities,  an  Interpretation  of ARB No. 51" (FIN 46R). This standard
replaces FIN 46, Consolidation of Variable Interest Entities" that was issued in
January 2003.  FIN 46R modifies or clarifies  various  provisions of FIN 46. FIN
46R addresses the  consolidation  of business  enterprises of variable  interest
entities  (VIEs),  as defined by FIN 46R. FIN 46R exempts certain  entities from
its requirements and provides for special effective dates for entities that have
fully or  partially  applied  FIN 46 prior to  issuance  of FIN 46R.  Otherwise,
application  of FIN 46R is required in financial  statements of public  entities
that have  interest  in  structures  commonly  referred  to as  special  purpose
entities for periods ending after December 15, 2003.  Application by the Company
for all other  types of VIEs is  required in  financial  statements  for periods
ending no later than the quarter ended January 31, 2005. The adoption of FIN 46R
did  not  have  a  material  effect  on  the  Company's  consolidated  financial
statements.

Disclosures about Contractual Obligations and Commercial Commitments

      The following summarizes our contractual obligations at December 31, 2004,
and  the  effect  these  contractual  obligations  are  expected  to have on our
liquidity and cash flows in future periods (in thousands):

<TABLE>
<CAPTION>
                                Total      1 Year or Less     1-3 Years      Over 3 Years
                             -----------     -----------     -----------     -----------
<S>                          <C>             <C>             <C>             <C>
Operating Leases             $ 6,684,000     $   530,000     $ 1,644,000     $ 4,510,000
Capital Leases                   778,640         247,531         508,841          22,268
Long Term Debt                 6,532,081       1,524,527       4,881,391         126,163
Wholesale Line of Credit         926,201         926,201              --              --
Short Term Debt                4,481,099       4,481,099              --              --
Note Payable Stockholder          84,801          84,801              --              --
                             -----------     -----------     -----------     -----------

Total                        $19,486,822     $ 7,794,159     $ 7,034,232     $ 4,658,431
                             ===========     ===========     ===========     ===========
</TABLE>

Forward Looking Statements

      From time to time,  the  Company may  publish  forward-looking  statements
relating  to  such  matters  as  anticipated  financial  performance,   business
prospects,  technological  developments,  new products, and similar matters. The
Private  Securities  Litigation  Reform Act of 1995  provides a safe  harbor for
forward-looking  statements  including those made in this document.  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 other
expectations expressed in the 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  the  IT and
telecommunications industry; stability of foreign governments; market acceptance
of 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  investors
should not use historical trends to anticipate future period results.
<PAGE>

Item 7A

Quantitative and Qualitative Disclosure About Market Risk

      Multiband is not subject to any material interest rate risk as any current
lending  agreements are at a fixed rate of interest except for the notes payable
to Laurus  Master Fund,  Ltd.,  which is three  percent over the prime  interest
rate, and the note payable to the Sellers of Rainbow Satellite Group, LLC, which
is at prime.

Item 8.

Consolidated Financial Statements and Supplementary Data
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    FKA: VICOM, INCORPORATED AND SUBSIDIARIES

                                TABLE OF CONTENTS

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

Report of Independent Registered Public Accounting Firm             1

Financial Statements

    Consolidated Balance Sheets                                     2

    Consolidated Statements of Operations                           3

    Consolidated Statements of Stockholders' Equity                4 - 12

    Consolidated Statements of Cash Flows                          13

    Notes to Consolidated Financial Statements                     14 - 39

Supplemental Information

    Report of Independent Registered Public Accounting Firm on
      Supplementary Information                                    40

    Valuation and Qualifying Accounts                              41
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Stockholders, Board of Directors, and Audit Committee
Multiband  Corporation and subsidiaries  (formerly known as Vicom,  Incorporated
and subsidiaries)

We have  audited  the  accompanying  consolidated  balance  sheets of  Multiband
Corporation  and  subsidiaries  (formerly  known  as  Vicom,   Incorporated  and
subsidiaries)  as of December  31, 2004 and 2003,  and the related  consolidated
statements of  operations,  stockholders'  equity and cash flows for each of the
three years in the period ended December 31, 2004. These consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management as well as evaluating the overall financial  statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Multiband Corporation and subsidiaries  (formerly known as: Vicom,  Incorporated
and  subsidiaries)  as of December  31, 2004 and 2003,  and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 2004, in conformity with accounting  principles  generally accepted
in the United States of America.


                                              /s/ VIRCHOW, KRAUSE & COMPANY, LLP

Minneapolis, Minnesota
March 8, 2005 (except as to Note 16, as to which the date is April 8, 2005).
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   (FKA: VICOM, INCORPORATED AND SUBSIDIARIES)

                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                    2004              2003
                                                                                ------------      ------------
<S>                                                                             <C>               <C>
                                     ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                                   $    726,553      $  2,945,960
    Certificate of deposit                                                           650,000           250,000
    Accounts receivable, net                                                       2,783,774         1,658,114
    Inventories, net                                                                 231,993           367,017
    Current assets of discontinued operations                                        634,307         1,606,800
    Other current assets                                                             146,334            96,550
                                                                                ------------      ------------
        Total Current Assets                                                       5,172,961         6,924,441
                                                                                ------------      ------------

PROPERTY AND EQUIPMENT, NET                                                        4,372,474         3,538,415
                                                                                ------------      ------------

OTHER ASSETS
    Goodwill                                                                         812,366                 0
    Intangible assets, net                                                        16,081,635           503,625
    Other assets of discontinued operations                                           47,975         2,800,168
    Other assets                                                                     146,301           136,236
                                                                                ------------      ------------

        Total Other Assets                                                        17,088,277         3,440,029
                                                                                ------------      ------------

           TOTAL ASSETS                                                         $ 26,633,712      $ 13,902,885
                                                                                ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Checks issued in excess of cash in bank                                     $    234,348      $    147,398
    Short-term debt                                                                4,481,099                 0
    Wholesale line of credit                                                         926,201           976,314
    Current portion of long-term debt                                              1,524,527           998,813
    Current portion of note payable - stockholder                                     84,801            81,554
    Current portion of capital lease obligations                                     201,530            54,939
    Accounts payable                                                               2,561,611         1,771,699
    Accrued liabilities                                                            3,030,024         1,308,838
    Contingent liability                                                             222,700                 0
    Customer deposits                                                                 59,875                 0
    Current liabilities of discontinued operations                                   370,921           421,275
    Deferred service obligations and revenue                                         406,738            44,819
                                                                                ------------      ------------
        Total Current Liabilities                                                 14,104,375         5,805,649

LONG-TERM LIABILITIES
    Long-term debt, net                                                            3,498,657         2,087,156
    Note payable - stockholder, net of current portion                                    --            32,837
    Capital lease obligations, net of current portion                                481,249           142,898
                                                                                ------------      ------------

        Total Liabilities                                                         18,084,281         8,068,540
                                                                                ------------      ------------

MINORITY INTEREST IN SUBSIDIARY                                                           --            26,634
                                                                                ------------      ------------
STOCKHOLDERS' EQUITY
    Cumulative convertible preferred stock, no par value:
        8% Class A ( 27,931 and 27,931  shares issued and outstanding,               419,752           419,752
         $293,276 and $293,276 liquidation preference)
        10% Class B (8,700 and 8,700  shares issued and outstanding,                  62,000            62,000
         $91,350 and $91,350 liquidation preference)
        10% Class C (125,400 and 125,400 shares issued and outstanding,            1,611,105         1,611,105
         $1,254,000 and  $1,254,000 liquidation preference)
        15% Class E (0 and 77,650  shares issued and outstanding, $0 and                   0           438,964
         $776,500 liquidation preference)
        10% Class F (150,000 and 0 shares issues and outstanding,                  1,500,000                 0
         $1,500,000 and $0 liquidation preference)
        8% Class G (45,245 and 0 shares issued and outstanding, $452,450             179,897                 0
         and  $0 liquidation preference)
        6% Class H (11.5 and 0 shares issued and outstanding, $1,150,000                   0                 0
         and $0 liquidation preference)
    Common stock, no par value (25,784,490 and 19,036,805  shares issued;         16,888,291         7,726,505
        25,781,818 and 19,019,786 shares outstanding)
    Stock subscriptions receivable                                                  (391,264)         (418,085)
    Options and warrants                                                          32,985,983        30,514,872
    Unamortized compensation                                                          (1,724)         (217,210)
    Accumulated deficit                                                          (44,704,609)      (34,330,192)
                                                                                ------------      ------------

           Total Stockholders' Equity                                              8,549,431         5,807,711
                                                                                ------------      ------------

               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $ 26,633,712      $ 13,902,885
                                                                                ============      ============
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   (FKA: VICOM, INCORPORATED AND SUBSIDIARIES)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  Years Ended December 31, 2004, 2003 and 2002

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

<TABLE>
<CAPTION>
                                                               2004              2003              2002
                                                           ------------      ------------      ------------
<S>                                                        <C>               <C>               <C>
REVENUES                                                   $ 11,067,834      $  1,441,118      $    577,221
                                                           ------------      ------------      ------------

COST AND EXPENSES
    Cost of products and services                             5,943,395           884,536           418,093
    Selling, general and administrative                       5,960,050         2,647,870         1,971,584
     Depreciation and amortization                            3,432,779         1,065,650         1,193,306
                                                           ------------      ------------      ------------

        Total costs and expenses                             15,336,224         4,598,056         3,582,983
                                                           ------------      ------------      ------------

LOSS FROM OPERATIONS                                         (4,268,390)       (3,156,938)       (3,005,762)
                                                           ------------      ------------      ------------

OTHER INCOME (EXPENSE)
    Interest expense                                         (1,055,488)         (488,156)       (1,256,965)
    Interest income                                               8,805            10,406            52,174
    Loss on sale of assets                                      (26,217)                0                 0
    Other income                                                 14,648           (70,726)         (234,278)
                                                           ------------      ------------      ------------

        Total Other Expense                                  (1,058,252)         (548,476)       (1,439,069)
                                                           ------------      ------------      ------------
LOSS BEFORE MINORITY INTEREST IN SUBSIDIARY                  (5,326,642)       (3,705,414)       (4,444,831)

    Minority interest in subsidiary                                   0            33,366                 0
                                                           ------------      ------------      ------------

LOSS FROM CONTINUING OPERATIONS                              (5,326,642)       (3,672,048)       (4,444,831)

LOSS FROM DISCONTINUED OPERATIONS                            (4,457,320)         (692,956)            6,772
                                                           ------------      ------------      ------------

NET LOSS                                                     (9,783,962)       (4,365,004)       (4,438,059)

    Preferred stock dividends                                   590,455           248,689           153,578
                                                           ------------      ------------      ------------

LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS                   $(10,374,417)     $ (4,613,693)     $ (4,591,637)
                                                           ============      ============      ============
BASIC AND DILUTED LOSS PER COMMON SHARE:
    LOSS FROM CONTINUING OPERATIONS                        $       (.23)     $       (.23)     $       (.38)
                                                           ============      ============      ============

    LOSS FROM DISCONTINUED OPERATIONS                      $       (.19)     $       (.04)     $       (.00)
                                                           ============      ============      ============

    NET LOSS                                               $       (.42)     $       (.27)     $       (.38)
                                                           ============      ============      ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
    BASIC AND DILUTED                                        23,307,594        16,112,231        11,735,095
                                                           ============      ============      ============
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>

                      MULTIBAND COPORATION AND SUSIDIARIES
                   (FKA: VICOM, INCORPORATED AND SUBSIDIARIES)
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS'STOCKHOLDERS' EQUITY
                  Years Ended December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                                                 Cumulative Convertible Preferred Stock

                                                      8% Class A             10% Class B            10% Class C
                                                ---------------------- ---------------------- ----------------------
                                                  Shares     Amount     Shares      Amount     Shares       Amount
                                                ---------- ---------- ----------  ---------- ----------  -----------
<S>                                                 <C>      <C>           <C>       <C>        <C>       <C>
BALANCES, December 31, 2001                         28,872   $433,867      8,700     $87,000    139,510   $1,800,447
 Stock issued:
    Cash                                                -          -          -           -          -             -
    Reduction of stock subscriptions                    -          -          -           -          -             -
       receivable for fees related to equity
       transactions
    Acquisition of assets                            1,859     18,590         -           -          -             -
    Guarantee of debt financing                         -          -          -           -          -             -
    Services rendered                                   -          -          -           -          -             -
    Conversion of accounts payable                      -          -          -           -          -             -
    Conversion of notes payable and accrued
      interest                                          -          -          -           -          -             -
    Conversion of accrued interest                      -          -          -           -          -             -
    Conversion of preferred stock                       -          -     (2,500)    (25,000)    (2,500)     (25,000)
 Redemption of preferred stock                     (2,900)   (29,000)         -           -     (5,500)     (55,000)
 Discount on preferred stock related to
   warrants issued                                      -     (5,205)         -           -          -      (21,040)
 Interest receivable on stock subscription              -          -          -           -          -             -
   receivable
 Warrants issued:
    Preferred stock                                     -          -          -           -          -             -
    Common stock                                        -          -          -           -          -             -
    Debt                                                -          -          -           -          -             -
 Deferred compensation expense related to
  stock options issued below fair market value          -          -          -           -          -             -
 Deferred compensation expense                          -          -          -           -          -             -
 Restricted stock:
    Issued and outstanding                              -          -          -           -          -             -
    Forfeited                                           -          -          -           -          -             -
    Amortization expense                                -          -          -           -          -             -
 Embedded value with Pyramid Trading warrants           -          -          -           -          -             -
 Preferred stock dividends                              -          -          -           -          -             -
 Net loss                                               -          -          -           -          -             -
                                                ---------- ---------- ----------  ---------- ----------  -----------

BALANCES, December 31, 2002                         27,831    418,252      6,200      62,000    131,510    1,699,407
 Stock issued:
    Cash                                               100      1,000      2,500      25,000         -             -
    Exercise of warrants                                -          -          -           -          -             -
    Cashless exercise of warrants                       -          -          -           -          -             -
    Exercise of stock options                           -          -          -           -          -             -
    Reduction of stock subscriptions                    -          -          -           -          -             -
       receivable for fees related to equity
       transactions
    Acquisition of assets                               -          -          -           -          -             -
    Conversion of accounts payable                      -          -          -           -       7,200       72,000
    Conversion of notes payable                         -          -          -           -          -             -
    Conversion of accrued interest                      -          -          -           -          -             -
    Conversion of preferred stock                       -          -          -           -     (4,000)     (40,000)
    Conversion of dividends payable                     -          -          -           -          -             -
 Redemption of preferred stock                          -          -          -           -     (9,310)     (93,100)
 Intrinsic value of convertible feature                 -         500         -           -          -      (27,202)
 Discount on preferred stock related to
   warrants issued                                      -          -          -     (25,000)         -             -
 Stock subscriptions receivable:
    Cash payments                                       -          -          -           -          -             -
    Increase reserve                                    -          -          -           -          -             -
    Interest collected                                  -          -          -           -          -             -
 Warrants issued:
    Preferred stock                                     -          -          -           -          -             -
    Common stock                                        -          -          -           -          -             -
    Debt                                                -          -          -           -          -             -
    Services rendered                                   -          -          -           -          -             -
 Deferred compensation expense related to
   stock options issued below fair market value         -          -          -           -          -             -
 Deferred compensation expense                          -          -          -           -          -             -
 Restricted stock:
    Forfeited                                           -          -          -           -          -             -
    Amortization expense                                -          -          -           -          -             -
 Embedded value with Laurus warrants                    -          -          -           -          -             -
 Preferred stock dividends                              -          -          -           -          -             -
 Net loss                                               -          -          -           -          -             -
                                                ---------- ---------- ----------  ---------- ----------  -----------

BALANCES, December 31, 2003                         27,931    419,752      8,700      62,000    125,400    1,611,105

 Stock issued:
    Cash                                                -          -           -          -           -          -
    Exercise of warrants                                -          -           -          -           -          -
    Cashless exercise of warrants                       -          -           -          -           -          -
    Reduction of stock subscriptions                    -          -           -          -           -          -
       receivable for fees related to equity
       transactions
    Acquisition of assets - remaining 50%               -          -           -          -           -          -
       ownership of MBUSA
    Acquisition of assets - URON, Inc.                  -          -           -          -           -          -
    Acquisition of assets - Satellite
       Broadcasting Corporation and affiliates          -          -           -          -           -          -
    Acquisition of assets - Minnesota Digital           -          -           -          -           -          -
       Universe, Inc.
    Acquisition of assets - Rainbow Satellite           -          -           -          -           -          -
       Group, LLC.
    Acquisition of assets  - 21st Century               -          -           -          -           -          -
       Satellite Communications
    Property and equipment                              -          -           -          -           -          -
    Conversion of notes payable                         -          -           -          -           -          -
    Conversion of accrued interest                      -          -           -          -           -          -

 Conversion of preferred stock                          -          -           -                      -          -
    Conversion of dividends payable                     -          -           -          -           -          -
    In lieu of cash for services                        -          -           -          -           -          -
    In lieu of cash for other current assets            -          -           -          -           -          -
 Stock repurchase                                       -          -           -          -           -          -
 Conversion of preferred stock into note
   payable                                              -          -           -          -           -          -
 Intrinsic value of convertible feature
 Discount on preferred stock related to                 -          -           -          -           -          -
    warrants issued
 Stock subscriptions receivable:                        -          -           -          -           -          -
    Cash payments                                       -          -           -          -           -          -
    Interest collected                                  -          -           -          -           -          -
 Warrants issued for debt modification                  -          -           -          -           -          -
 Deferred compensation expense related to               -          -           -          -           -          -
    stock options issued below fair market
    value
 Deferred compensation expense                          -          -           -          -           -          -
 Restricted stock:
    Forfeited                                           -          -           -          -           -          -
    Amortization expense                                -          -           -          -           -          -
 Preferred stock dividends                              -          -           -          -           -          -
 Net loss                                               -          -           -          -           -          -
                                                ---------- ----------  ---------- ----------  ---------- ----------

BALANCES, December 31, 2004                         27,931 $  419,752       8,700 $   62,000     125,400 $1,611,105
                                                ========== ==========  ========== ==========  ========== ==========
<CAPTION>
                                                 Cumulative Convertible Preferred Stock

                                                      14% Class D            15% Class E
                                                ---------------------- -----------------
                                                  Shares     Amount      Shares     Amount
                                                ---------- ----------  ---------- --------
<S>                                                 <C>       <C>         <C>      <C>
BALANCES, December 31, 2001                         40,000    $417,500         -          -
 Stock issued:
    Cash                                                -           -      10,000    100,000
    Reduction of stock subscriptions                    -           -          -          -
       receivable for fees related to equity
       transactions
    Acquisition of assets                               -           -          -          -
    Guarantee of debt financing                         -           -          -          -
    Services rendered                                   -           -          -          -
    Conversion of accounts payable                      -           -          -          -
    Conversion of notes payable and accrued
      interest                                    (30,000)   (300,000)     60,000    600,000
    Conversion of accrued interest                      -           -          -          -
    Conversion of preferred stock                 (10,000)   (100,000)         -          -
 Redemption of preferred stock                          -           -          -          -
 Discount on preferred stock related to
   warrants issued                                      -     (17,500)         -   (304,222)
 Interest receivable on stock subscription              -           -          -          -
   receivable
 Warrants issued:
    Preferred stock                                     -           -          -          -
    Common stock                                        -           -          -          -
    Debt                                                -           -          -          -
 Deferred compensation expense related to
   stock options issued below fair market value         -           -          -          -
 Deferred compensation expense                          -           -          -          -
 Restricted stock:
    Issued and outstanding                              -           -          -          -
    Forfeited                                           -           -          -          -
    Amortization expense                                -           -          -          -
 Embedded value with Pyramid Trading warrants           -           -          -          -
 Preferred stock dividends                              -           -          -          -
 Net loss                                               -           -          -          -
                                                ----------  ---------- ---------- ---------

BALANCES, December 31, 2002                             0           0      70,000    395,778
 Stock issued:
    Cash                                                -           -          -          -
    Exercise of warrants                                -           -          -          -
    Cashless exercise of warrants                       -           -          -          -
    Exercise of stock options                           -           -          -          -
    Reduction of stock subscriptions                    -           -          -          -
       receivable for fees related to equity
       transactions
    Acquisition of assets                               -           -       7,650     76,500
    Conversion of accounts payable                      -           -          -          -
    Conversion of notes payable                         -           -          -          -
    Conversion of accrued interest                      -           -          -          -
    Conversion of preferred stock                       -           -          -          -
    Conversion of dividends payable                     -           -          -          -
 Redemption of preferred stock                          -           -          -          -
 Intrinsic value of convertible feature                 -           -          -          -
 Discount on preferred stock related to
   warrants issued                                      -           -          -    (33,314)
 Stock subscriptions receivable:
    Cash payments                                       -           -          -          -
    Increase reserve                                    -           -          -          -
    Interest collected                                  -           -          -          -
 Warrants issued:
    Preferred stock                                     -           -          -          -
    Common stock                                        -           -          -          -
    Debt                                                -           -          -          -
    Services rendered                                   -           -          -          -
 Deferred compensation expense related to
   stock options issued below fair market value         -           -          -          -
 Deferred compensation expense                          -           -          -          -
 Restricted stock:
    Forfeited                                           -           -          -          -
    Amortization expense                                -           -          -          -
 Embedded value with Laurus warrants                    -           -          -          -
 Preferred stock dividends                              -           -          -          -
 Net loss                                               -           -          -          -
                                                ----------  ---------- ---------- ---------

BALANCES, December 31, 2003                             0           0      77,650    438,964

 Stock issued:                                          -           -          -           -
    Cash
    Exercise of warrants                                -           -          -           -
    Cashless exercise of warrants                       -           -          -           -
    Reduction of stock subscriptions                    -           -          -           -
       receivable for fees related to equity
       transactions                                     -           -          -           -
    Acquisition of assets - remaining 50%               -           -          -           -
       ownership of MBUSA
    Acquisition of assets - URON, Inc.                  -           -          -           -
    Acquisition of assets - Satellite
       Broadcasting Corporation and affiliates          -           -          -           -
    Acquisition of assets - Minnesota Digital           -           -          -           -
       Universe, Inc.
    Acquisition of assets - Rainbow Satellite           -           -          -           -
       Group, LLC.
    Acquisition of assets  - 21st Century                -           -          -           -
       Satellite Communications
    Property and equipment                               -           -          -           -
    Conversion of notes payable
    Conversion of accrued interest                      -           -          -           -
    Conversion of preferred stock                       -           -     (77,650)  (438,964)
    Conversion of dividends payable                     -           -          -           -
    In lieu of cash for services                        -           -          -           -
    In lieu of cash for other current assets            -           -          -           -
 Stock repurchase                                       -           -          -           -
 Conversion of preferred stock into note
   payable                                              -           -          -           -
 Intrinsic value of convertible feature
 Discount on preferred stock related to                 -           -          -           -
    warrants issued
 Stock subscriptions receivable:                        -           -          -           -
    Cash payments                                       -           -          -           -
    Interest collected                                  -           -          -           -
 Warrants issued for debt modification                  -           -          -           -
 Deferred compensation expense related to               -           -          -           -
    stock options issued below fair market
    value
 Deferred compensation expense                          -           -          -           -
 Restricted stock:                                                             -           -
    Forfeited                                           -           -          -           -
    Amortization expense                                -           -          -           -
 Preferred stock dividends                              -           -          -           -
 Net loss                                               -           -          -           -
                                                ----------  ---------- ----------  ---------

BALANCES, December 31, 2004                              0  $        0          0  $       0
                                                ==========  ========== ==========  =========
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   (FKA: VICOM, INCORPORATED AND SUBSIDIARIES)
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS'STOCKHOLDERS' EQUITY
                  Years Ended December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                                                    Cumulative Convertible Preferred Stock

                                                        10% Class F               8% Class G                 6% Class H
                                                   Shares        Amount        Shares      Amount        Shares        Amount
                                                -----------   -----------   -----------  -----------   -----------  -----------
<S>                                             <C>           <C>           <C>          <C>           <C>          <C>
BALANCES, December 31, 2001                              --   $        --            --  $        --            --    $      --
 Stock issued:
   Cash                                                  --            --            --           --            --           --
   Reduction of stock subscriptions receivable
      for fees related to equity transactions            --            --            --           --            --           --
   Acquisition of assets                                 --            --            --           --
   Guarantee of debt financing                           --            --            --           --            --           --
   Services rendered                                     --            --            --           --            --           --
   Conversion of accounts payable                        --            --            --           --            --           --
   Conversion of notes payable and accrued
     interest                                            --            --            --           --            --           --
   Conversion of accrued interest                        --            --            --           --            --           --
   Conversion of preferred stock                         --            --
Redemption of preferred stock                            --            --
Discount on preferred stock related to
warrants issued                                          --            --            --           --
Interest receivable on stock subscription
  receivable                                             --            --            --           --            --           --
Warrants issued:
   Preferred stock                                       --            --            --           --            --           --
   Common stock                                          --            --            --           --            --           --
    Debt                                                 --            --            --           --            --           --
 Deferred compensation expense related to
  stock options issued below fair market value           --            --            --           --            --           --
 Deferred compensation expense                           --            --            --           --            --           --
 Restricted stock:
    Issued and outstanding                               --            --            --           --            --           --
    Forfeited                                            --            --            --           --            --           --
    Amortization expense                                 --            --            --           --            --           --
 Embedded value with Pyramid Trading warrants            --            --            --           --            --           --
 Preferred stock dividends                               --            --            --           --            --           --
 Net loss                                                --            --            --           --            --           --
                                                -----------   -----------   -----------  -----------   -----------  -----------


BALANCES, December 31, 2002                               0             0             0            0             0            0
 Stock issued:
    Cash                                                 --            --
    Exercise of warrants                                 --            --            --           --            --           --
    Cashless exercise of warrants                        --            --            --           --            --           --
    Exercise of stock options                            --            --            --           --            --           --
    Reduction of stock subscriptions
       receivable for fees related to equity
       transactions                                      --            --            --           --            --           --
    Acquisition of assets                                --            --            --           --            --           --
    Conversion of accounts payable                       --            --            --           --            --           --
    Conversion of notes payable                          --            --            --           --            --           --
    Conversion of accrued interest                       --            --            --           --            --           --
    Conversion of preferred stock                        --            --            --           --
    Conversion of dividends payable                      --            --            --           --            --           --
 Redemption of preferred stock                           --            --            --           --
 Intrinsic value of convertible feature                  --            --            --           --
 Discount on preferred stock related to
    warrants issued                                      --            --            --           --                         --
 Stock subscriptions receivable:
    Cash payments                                        --            --            --           --            --           --
    Increase reserve                                     --            --            --           --            --           --
    Interest collected                                   --            --            --           --            --           --
 Warrants issued:
    Preferred stock                                      --            --            --           --            --           --
    Common stock                                         --            --            --           --            --           --
    Debt                                                 --            --            --           --            --           --
    Services rendered                                    --            --            --           --            --           --
 Deferred compensation expense related to
    stock options issued below fair market
    value                                                --            --            --           --            --           --
 Deferred compensation expense                           --            --            --           --            --           --
 Restricted stock:
    Forfeited                                            --            --            --           --            --           --
    Amortization expense                                 --            --            --           --            --           --
 Embedded value with Laurus warrants                     --            --            --           --            --           --
 Preferred stock dividends                               --            --            --           --            --           --
 Net loss                                                --            --            --           --            --           --
                                                -----------   -----------   -----------  -----------   -----------  -----------


BALANCES, December 31, 2003                               0             0             0            0             0            0
 Stock issued:
    Cash                                                 --            --        40,245      353,382          11.5      984,173
    Exercise of warrants                                 --            --            --           --            --           --
    Cashless exercise of warrants                        --            --            --           --            --           --
    Reduction of stock subscriptions
       receivable for fees related to equity
       transactions                                      --            --            --           --            --           --
    Acquisition of assets - remaining 50%
       ownership of MBUSA                                --            --            --           --            --           --
    Acquisition of assets - URON, Inc.                   --            --            --           --            --           --
    Acquisition of assets - Satellite
       Broadcasting Corporation and affiliates           --            --            --           --            --           --
    Acquisition of assets - Minnesota Digital
       Universe, Inc.                                    --            --            --           --            --           --
    Acquisition of assets - Rainbow Satellite
       Group, LLC                                   200,000     2,000,000            --           --            --           --
    Acquisition of assets  - 21st Century
       Satellite Communications                          --            --            --           --            --           --
    Property and equipment
    Conversion of notes payable                          --            --         5,000       50,000            --           --
    Conversion of accrued interest                       --            --            --           --            --           --
    Conversion of preferred stock                        --            --            --           --            --           --
    Conversion of dividends payable                      --            --            --           --            --           --
    In lieu of cash for services                         --            --            --           --            --           --
    In lieu of cash for other current assets             --            --            --           --            --           --
 Stock repurchase                                        --            --            --           --            --           --
 Conversion of preferred stock into note
    payable                                         (50,000)     (500,000)           --           --            --           --
 Intrinsic value of convertible feature                  --            --            --      (54,182)           --           --
 Discount on preferred stock related to
    warrants issued                                      --            --            --     (169,303)           --     (984,173)
 Stock subscriptions receivable:                         --            --            --           --            --           --
    Cash payments                                        --            --            --           --            --           --
    Interest collected                                   --            --            --           --            --           --
 Warrants issued for debt modification                   --            --            --           --            --           --
 Deferred compensation expense related to
    stock options issued below fair market
    value                                                --            --            --           --            --           --
 Deferred compensation expense                           --            --            --           --            --           --
 Restricted stock:                                       --            --            --           --            --           --
    Forfeited                                            --            --            --           --            --           --
    Amortization expense                                 --            --            --           --            --           --
 Preferred stock dividends                               --            --            --           --            --           --
 Net loss                                                --            --            --           --            --           --
                                                -----------   -----------   -----------  -----------   -----------  -----------
BALANCES, December 31, 2004                         150,000   $ 1,500,000        45,245  $   179,897          11.5  $         0
                                                ===========   ===========   ===========  ===========   ===========  ===========
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   (FKA: VICOM, INCORPORATED AND SUBSIDIARIES)
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS'STOCKHOLDERS' EQUITY
                  Years Ended December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                                              Common Stock                Stock          Options
                                                      ---------------------------     Subscriptions        and
                                                        Shares         Amount          Receivable        Warrants
                                                      ----------     ------------     ------------     ------------
<S>                                                   <C>            <C>              <C>              <C>
BALANCES, December 31, 2001                           10,679,450     $  3,443,104     $   (631,619)    $ 24,957,912
  Stock issued:
      Cash                                             1,548,120          274,414            7,850  --           --
      Reduction of stock subscriptions
        receivable for fees related to
        equity transactions                                   --          (40,563)          40,563               --
      Acquisition of assets                                   --               --               --          (18,590)
      Guarantee of debt financing                         25,000           14,750               --               --
      Services rendered                                   35,214           27,700               --               --
      Conversion of accounts payable                       7,500            7,255               --               --
      Conversion of notes payable
        and accrued interest                             554,569          460,001               --               --
      Conversion of accrued interest                     117,787          119,881               --               --
      Conversion of preferred stock                      140,000          150,000               --               --
Redemption of preferred stock                                 --               --               --               --
Discount on preferred stock related
  to warrants issued                                          --               --               --               --
Interest receivable on stock
  subscription receivable                                     --               --          (49,989)              --
Warrants issued:                                              --               --               --               --
      Preferred stock                                         --               --               --          324,324
      Common stock                                            --               --               --          575,119
        Debt                                                  --               --               --          879,382
  Deferred compensation expense
    related to  stock options
    issued below fair market value                            --           53,745               --          (53,345)
  Deferred compensation expense                               --               --               --               --
  Restricted stock:
        Issued and outstanding                            22,434           21,255               --               --
        Forfeited                                        (19,597)         (65,710)              --               --
        Amortization expense                                  --               --               --               --
  Embedded value with Pyramid
    Trading warrants                                          --               --               --          (32,503)
  Preferred stock dividends                                   --               --               --               --
  Net loss                                                    --               --               --               --

BALANCES, December 31, 2002                           13,110,477        4,465,832         (633,195)      26,632,299
  Stock issued:
        Cash                                           4,477,279        1,947,197               --               --
        Exercise of warrants                             258,790          262,030               --               --
        Cashless exercise of warrants                    141,529               --               --               --
        Exercise of stock options                          3,000            3,750               --               --
        Reduction of stock subscriptions
          receivable for fees related to
          equity transactions                                 --          (36,977)          36,977               --
        Acquisition of assets                                 --               --               --               --
        Conversion of accounts payable                    85,000          120,690               --               --
        Conversion of notes payable                      654,202          762,000               --               --
        Conversion of accrued interest                    63,539           66,172               --               --
        Conversion of preferred stock                     66,666           40,000               --               --
        Conversion of dividends payable                  187,164          113,209               --               --
  Redemption of preferred stock                               --               --               --               --
  Intrinsic value of convertible feature                      --               --               --               --
  Discount on preferred stock
    related to warrants issued                                --               --               --               --
  Stock subscriptions receivable:
        Cash payments                                         --               --          105,806               --
        Increase reserve                                      --               --           71,000               --
        Interest collected                                    --               --            1,327               --
  Warrants issued:
        Preferred stock                                       --               --               --           58,314
        Common stock                                          --               --               --        2,050,507
        Debt                                                  --               --               --          883,711
        Services rendered                                     --               --               --          321,920
  Deferred compensation expense related
    to stock options issued below fair
    market value                                              --               --               --               --
  Deferred compensation expense                               --               --               --               --
  Restricted stock:
        Forfeited                                        (10,841)         (17,398)              --               --
        Amortization expense                                  --               --               --               --
  Embedded value with Laurus warrants                         --               --               --          568,121
  Preferred stock dividends                                   --               --               --               --
  Net loss                                                    --               --               --               --

BALANCES, December 31, 2003                           19,036,805        7,726,505         (418,085)      30,514,872
  Stock issued:
        Cash                                           2,001,832        2,059,093               --          791,483
        Exercise of warrants                             273,403          390,279               --               --
        Cashless exercise of warrants                    133,742               --               --               --
        Reduction of stock subscriptions
          receivable for fees related to
          equity transactions                                 --          (17,320)          17,320               --
        Acquisition of assets - remaining
          50% ownership of MBUSA                          30,000           39,000               --               --
        Acquisition of assets - URON, Inc.               180,000          235,800               --               --
        Acquisition of assets - Satellite
          Broadcasting Corporation and
          affiliates                                     135,076          270,152               --               --
        Acquisition of assets - Minnesota
          Digital Universe, Inc.                       2,300,000        3,960,000               --               --
        Acquisition of assets - Rainbow
          Satellite Group, LLC                                --               --               --               --
        Acquisition of assets  - 21st Century
          Satellite Communications                       230,333          364,584               --               --
        Property and equipment                            11,800           15,530               --               --
        Conversion of notes payable                      407,051          580,909               --               --
        Conversion of accrued interest                    47,393           56,687               --               --
        Conversion of preferred stock                    621,200          776,500               --               --
        Conversion of dividends payable                  156,110          124,618               --               --
        In lieu of cash for services                     213,464          329,581               --               --
        In lieu of cash for other current assets          36,000           42,120               --               --
  Conversion of preferred stock into notes payable            --               --               --               --
  Stock repurchase                                       (27,500)         (62,975)              --               --
  Intrinsic value of convertible feature                      --               --               --          457,500
  Discount on preferred stock related to
    warrants issued                                           --               --               --        1,153,476
  Stock subscriptions receivable:                             --               --               --               --
        Cash payments                                         --               --            6,731               --
        Interest collected                                    --               --            2,770               --
  Warrants issued for debt modification                       --               --               --           68,652
  Deferred compensation expense related to
    stock options issued below fair
    market value                                              --               --               --               --
  Deferred compensation expense                               --               --               --               --
  Restricted stock:                                           --               --               --               --
        Forfeited                                         (2,219)          (2,772)              --               --
        Amortization expense                                  --               --               --               --
  Preferred stock dividends                                   --               --               --               --
  Net loss                                                    --               --               --               --
                                                      ----------     ------------     ------------     ------------
BALANCES, December 31, 2004                           25,784,490     $ 16,888,291     $   (391,264)    $ 32,985,983
                                                      ==========     ============     ============     ============
<CAPTION>

                                                      Unamortized      Accumulated
                                                      Compensation       Deficit           Total
                                                      ------------     ------------     ------------
<S>                                                   <C>              <C>              <C>
BALANCES, December 31, 2001                           $ (1,209,143)    $(25,115,067)    $  4,184,001
  Stock issued:
      Cash                                                      --               --          382,264
      Reduction of stock subscriptions
        receivable for fees related to
        equity transactions                                     --               --               --
      Acquisition of assets                                     --               --               --
      Guarantee of debt financing                               --               --           14,750
      Services rendered                                         --               --           27,700
      Conversion of accounts payable                            --               --            7,255
      Conversion of notes payable
        and accrued interest                                    --               --          760,001
      Conversion of accrued interest                            --               --          119,881
      Conversion of preferred stock                             --               --               --
Redemption of preferred stock                                   --               --          (84,000)
Discount on preferred stock related
  to warrants issued                                            --           (9,295)        (357,262)
Interest receivable on stock
  subscription receivable                                       --               --          (49,989)
Warrants issued:                                                --
      Preferred stock                                           --               --          324,324
      Common stock                                              --               --          575,119
        Debt                                                    --               --          879,382
Deferred compensation expense
    related to  stock options
    issued below fair market value                           4,307               --            4,707
Deferred compensation expense                               78,292               --           78,292
Restricted stock:
        Issued and outstanding                             (21,255)              --               --
        Forfeited                                           65,710               --               --
        Amortization expense                               400,000               --          400,000
Embedded value with Pyramid
    Trading warrants                                            --               --          (32,503)
Preferred stock dividends                                       --         (153,578)        (153,578)
Net loss                                                        --       (4,438,059)      (4,438,059)

BALANCES, December 31, 2002                               (682,089)     (29,715,999)       2,642,285
  Stock issued:
        Cash                                                    --               --        1,973,197
        Exercise of warrants                                    --               --          262,030
        Cashless exercise of warrants                           --               --               --
        Exercise of stock options                               --               --            3,750
        Reduction of stock subscriptions
          receivable for fees related to
          equity transactions                                   --               --               --
        Acquisition of assets                                   --               --           76,500
        Conversion of accounts payable                          --               --          192,690
        Conversion of notes payable                             --               --          762,000
        Conversion of accrued interest                          --               --           66,172
        Conversion of preferred stock                           --               --               --
        Conversion of dividends payable                         --               --          113,209
  Redemption of preferred stock                                 --               --          (93,100)
  Intrinsic value of convertible feature                        --             (500)         (27,202)
  Discount on preferred stock
    related to warrants issued                                  --               --          (58,314)
  Stock subscriptions receivable:
        Cash payments                                           --               --          105,806
        Increase reserve                                        --               --           71,000
        Interest collected                                      --               --            1,327
  Warrants issued:
        Preferred stock                                         --               --           58,314
        Common stock                                            --               --        2,050,507
        Debt                                                    --               --          883,711
        Services rendered                                       --               --          321,920
  Deferred compensation expense related
    to stock options issued below fair
    market value                                               367               --              367
  Deferred compensation expense                             47,114               --           47,114
  Restricted stock:
        Forfeited                                           17,398               --               --
        Amortization expense                               400,000               --          400,000
  Embedded value with Laurus warrants                           --               --          568,121
  Preferred stock dividends                                     --         (248,689)        (248,689)
  Net loss                                                      --       (4,365,004)      (4,365,004)

BALANCES, December 31, 2003                               (217,210)     (34,330,192)       5,807,711
  Stock issued:
        Cash                                                    --               --        4,188,131
        Exercise of warrants                                    --               --          390,279
        Cashless exercise of warrants                           --               --               --
        Reduction of stock subscriptions
          receivable for fees related to
          equity transactions                                   --               --               --
        Acquisition of assets - remaining
          50% ownership of MBUSA                                --               --           39,000
        Acquisition of assets - URON, Inc.                      --               --          235,800
        Acquisition of assets - Satellite
          Broadcasting Corporation and
          affiliates                                            --               --          270,152
        Acquisition of assets - Minnesota
          Digital Universe, Inc.                                --               --        3,960,000
        Acquisition of assets - Rainbow
          Satellite Group, LLC                                  --               --        2,000,000
        Acquisition of assets  - 21st Century
          Satellite Communications                              --               --          364,584
        Property and equipment                                  --               --           15,530
        Conversion of notes payable                             --               --          630,909
        Conversion of accrued interest                          --               --           56,687
        Conversion of preferred stock                           --         (337,536)              --
        Conversion of dividends payable                         --               --          124,618
        In lieu of cash for services                            --               --          329,581
        In lieu of cash for other current assets                --               --           42,120
  Conversion of preferred stock into notes payable              --               --         (500,000)
  Stock repurchase                                              --               --          (62,975)
  Intrinsic value of convertible feature                        --           54,182          457,500
  Discount on preferred stock related to
    warrants issued                                             --               --               --
  Stock subscriptions receivable:                               --               --               --
        Cash payments                                           --               --            6,731
        Interest collected                                      --               --            2,770
  Warrants issued for debt modification                         --               --           68,652
  Deferred compensation expense related to
    stock options issued below fair
    market value                                               115               --              115
  Deferred compensation expense                             12,599               --           12,599
  Restricted stock:                                             --               --               --
        Forfeited                                            2,772               --               --
        Amortization expense                               200,000               --          200,000
  Preferred stock dividends                                     --         (307,101)        (307,101)
  Net loss                                                      --       (9,783,962)      (9,783,962)
                                                      ------------     ------------     ------------
BALANCES, December 31, 2004                           $     (1,724)    $(44,704,609)    $  8,549,431
                                                      ============     ============     ============
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   (FKA: VICOM, INCORPORATED AND SUBSIDIARIES)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Years Ended December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                                                      2004            2003            2002
                                                                   -----------     -----------     -----------
<S>                                                                <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                       $(9,783,962)    $(4,365,004)    $(4,438,059)
    Adjustments to reconcile net loss to cash flows from
      operating activities:
        Depreciation                                                 1,305,431         948,796         981,985
        Amortization                                                 2,304,626          47,583         133,472
        Amortization of deferred compensation                          212,714         447,481         482,999
        Impairment of goodwill                                       2,748,879              --              --
        Amortization of original issue discount                        718,166         405,248       1,103,314
        Write off of notes receivable and investment                        --          19,069          60,000
        Reserve for stock subscriptions and interest receivable             --          71,000              --
        Impairment reserve on property and equipment                        --              --         119,480
        Common stock issued for services                               329,581              --          27,700
        Loss on sale of property and equipment                          26,217          79,394          31,412
        Interest receivable on stock subscription receivable                --           1,327         (49,989)
        Warrants issued for services                                        --         321,920              --
        Warrants issued with debt conversion                                --              --         183,903
        Minority interest in subsidiary                                     --         (33,366)             --
        Changes in operating assets and liabilities:                        --              --              --
           Accounts receivable, net                                 (1,158,198)        289,890         576,509
           Inventories, net                                          1,105,372        (509,762)        182,783
           Other current assets                                         (7,664)         70,264        (205,483)
           Other assets                                                (13,675)       (143,101)         43,210
           Wholesale line of credit                                    (50,113)       (314,069)        (34,424)
           Accounts payable and accrued liabilities                   (229,855)        122,403          38,344
           Deferred service obligations and revenue                    198,361         (39,321)       (106,877)
           Customer deposits                                             4,475              --              --
                                                                   -----------     -----------     -----------
               Net Cash Flows from Operating Activities             (2,289,645)     (2,580,248)       (869,721)
                                                                   -----------     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from sale of property and equipment                         2,712          15,492       1,239,313
    Purchases of property and equipment                               (748,704)       (526,936)     (1,275,434)
    Purchase of SBC                                                   (221,624)             --              --
    Purchase of MDU                                                 (1,009,730)             --              --
    Purchase of Rainbow                                             (1,000,000)             --              --
    Purchase of 21st Century                                          (250,000)             --              --
    Payments for investment in joint venture                                --         (64,878)             --
    Purchase of certificate of deposit                                (400,000)       (250,000)             --
                                                                   -----------     -----------     -----------
        Net Cash Flows from Investing Activities                    (3,627,346)       (826,322)        (36,121)
                                                                   -----------     -----------     -----------


CASH FLOWS FROM FINANCING ACTIVITIES
    Increase in checks issued in excess of cash in bank                 83,558         147,398              --
    Proceeds from long-term debt and warrants issued with
      long-term debt                                                 2,471,688       1,659,726       1,172,064
    Net payments on short-term debt                                 (2,688,900)             --              --
    Proceeds from note payable - stockholder                                --         124,000              --
    Payments received on stock subscriptions receivable                  9,501         105,806           6,786
    Payments on long-term debt                                        (345,578)       (200,768)       (131,605)
    Payments on note payable - stockholder                             (29,590)         (9,609)             --
    Payments on capital lease obligations                              (74,902)        (75,301)       (937,828)
    Proceeds from issuance of stock and warrants                     4,188,131       4,023,704         949,533
    Payments for debt issuance costs                                  (198,337)             --              --
    Redemption of preferred stock                                           --         (93,100)        (84,000)
    Preferred dividends                                                (45,291)       (135,481)       (153,578)
    Redemption of common stock                                         (62,975)             --              --
    Exercise of stock options                                               --           3,750              --
    Exercise of warrants                                               390,279         262,030              --
                                                                   -----------     -----------     -----------
        Net Cash Flows from Financing Activities                     3,697,584       5,812,155         821,372
                                                                   -----------     -----------     -----------

           Net Change in Cash and Cash Equivalents                  (2,219,407)      2,405,585         (84,470)

CASH AND CASH EQUIVALENTS - Beginning of Year                        2,945,960         540,375         624,845
                                                                   -----------     -----------     -----------

     CASH AND CASH EQUIVALENTS - END OF YEAR                       $   726,553     $ 2,945,960     $   540,375
                                                                   ===========     ===========     ===========
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   (fka VICOM, INCORPORATED AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

NOTE 1 - Summary of Significant Accounting Policies

      Nature of Business

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

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going concern that  contemplates  the realization
of assets and satisfaction of liabilities in the normal course of business.  For
the years ended  December 31, 2004,  2003,  and 2002,  the Company  incurred net
losses of $ 9,783,962, $4,365,004 and $4,438,059,  respectively. At December 31,
2004,  the Company had an  accumulated  deficit of  $44,704,609.  The  Company's
ability to continue as a going concern is dependent on it  ultimately  achieving
profitability  and/or  raising  additional  capital.  On February  3, 2005,  the
Company  completed a $10 million  private  placement of the  Company's  Series I
Convertible  Preferred Stock.  Management  intends to obtain  additional debt or
equity capital to meet all of its existing cash obligations and fund commitments
on planned  Multiband  projects;  however,  there can be no  assurance  that the
sources  will be  available  or  available  on terms  favorable  to the Company.
Management anticipates that the impact of the actions listed below will generate
sufficient  cash flows to pay current  liabilities,  long-term  debt and capital
lease obligations and fund the Company's future operations:

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

2.  Solicit  additional  equity  investment  in the  Company  by either  issuing
preferred or common  stock.  The Company,  in February  2005 issued  $10,000,000
worth of Class I Preferred Stock to a group of accredited investors.

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

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

5. Establish market for wireless internet services.

6. Discontinuation of Multiband business services segment which was unprofitable
in 2004.

      Principles of Consolidation

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

On January 1, 2004, the Company merged Multiband into CTU.

      Discontinued Operations

During  the  first  quarter  of  2005,  the  Company  sold  certain  assets  and
transferred  certain  liabilities  related to its  Multiband  Business  Services
(a/k/a CTU). The Company began  discussions  and efforts to sell these assets in
the fourth quarter of 2004.  These assets met the  requirements  of Statement of
Financial  Accounting  Standards No. 144, "Accounting for Impairment or Disposal
of Long-Lived Assets" as being held for sale.  Operations and cash flows will be
eliminated as a result of the sale and the Company will not have any significant
involvement in the  operations  after the sale. In accordance  with  appropriate
accounting rules, the Company has reclassified the previously reported financial
results to exclude  the results of the  Multiband  Business  Services  (CTU) and
these  results are  presented  on a historical  basis as a separate  line in the
consolidated  statement  of  operations  and  the  consolidated  balance  sheets
entitled  "Discontinued  Operations".  All of the financial  information  in the
consolidated  financial  statements  and  notes  to the  consolidated  financial
statements  have  been  revised  to  reflect  only  the  results  of  continuing
operations  (see Note 16).  Based on the  discussions  and efforts to sell these
assets,  the Company  determined,  based on the final  purchase  price which was
arrived at in the first  quarter of 2005,  it was required to take an impairment
charge to the goodwill of the Multiband Business Services division. As a result,
an  impairment  charge  related to goodwill of  $2,221,000  was  recorded in the
fourth quarter of 2004.
<PAGE>

      Revenues and Cost Recognition

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

The Company earns  revenues from six sources:  1) Video and computer  technology
products  which  are  sold  but  not  installed,   2)  Voice,   video  and  data
communication products which are sold and installed, 3) Service revenues related
to communication products which are sold and both installed and not installed 4)
Multiband  user  charges to multiple  dwelling  units 5) MB USA user  charges to
timeshares,  and 6) MDU earns revenue  primarily  through the  activation of and
residual fees on video programming services.

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

Customers  contract  for both the purchase  and  installation  of voice and data
networking  technology  products and certain video technologies  products on one
sales   agreement,   as   installation  of  the  product  is  essential  to  the
functionality  of the  product.  Revenues are  recognized  when the products are
delivered  and  installed  and the  customer  has accepted the terms and has the
ability to fulfill the terms.  This revenue has been included with  discontinued
operations.

Service revenues related to technology products including  consulting,  training
and support are  recognized  when the services are  provided.  Service  revenues
accounted for less than 10% of total  revenues for the years ended  December 31,
2004, 2003 and 2002. The Company, if the customer elects,  enters into equipment
maintenance  agreements  for  products  sold  once the  original  manufacturer's
warranty has expired.  Revenues from all equipment  maintenance  agreements  are
recognized on a straight-line  basis over the terms of each contract.  Costs for
services  are  expensed  as  incurred.  This  revenue  has  been  included  with
discontinued operations.

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.
<PAGE>

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  video  programming  revenues on a gross
basis based on the following factors:  the Company has the primary obligation in
the  arrangement  with its  customers;  the Company  controls the pricing of its
services; the Company performs customer service for the agreements;  the Company
approves  customers;  and the Company  assumes the risk of payment for  services
provided, including chargebacks.

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

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

      Cash and Cash Equivalents

The Company includes as cash equivalents,  investments with original  maturities
of three months or less when purchased, which are readily convertible into known
amounts of cash. The Company deposits its cash in high credit quality  financial
institutions. The balances, at times, may exceed federally insured limits.

      Certificate of Deposit

The Company has a certificate of deposit which matures in December 2005.

      Accounts Receivable

The Company reviews customers' credit history before extending  unsecured credit
and  establishes  an allowance  for  uncollectible  accounts  based upon factors
surrounding the credit risk of specific customers and other information.  Credit
risk on accounts  receivable  is  minimized as a result of the large and diverse
nature  of  the  Company's  customer  base.  Invoices  are  due  30  days  after
presentation.  Accounts  receivable  over 30 days are  considered  past due. The
Company does not accrue  interest on past due accounts  receivable.  Receivables
are written off only after all collection  attempts have failed and are based on
individual  credit  evaluation  and  specific  circumstances  of  the  customer.
Accounts receivable are shown net of an allowance for uncollectible  accounts of
$225,000  and  $223,000 at December  31, 2004 and 2003,  respectively.  Accounts
receivable  over 90 days were  $559,000  and  $433,000 at December  31, 2004 and
2003, respectively.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                   (fka VICOM INCORPORATIED AND SUBSIDIARIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

      Inventories

Inventories,   included  as  inventories  and  current  assets  of  discontinued
operations  on  the  balance   sheet,   consisting   principally   of  purchased
telecommunication,  networking and computer  equipment and parts,  are stated at
the lower of cost or market. Cost is determined using an average cost method for
telecommunication  and networking  equipment and the first-in,  first-out (FIFO)
method for computer  equipment.  Nonmonetary  exchanges of inventory  items with
third parties are recorded at the net book value of the items  exchanged with no
gains or losses recognized.

      Property and Equipment

Property,   equipment   and  leasehold   improvements   are  recorded  at  cost.
Improvements are capitalized  while repairs and maintenance costs are charged to
operations  when  incurred.  Property and equipment is  depreciated or amortized
using the straight-line method over estimated useful lives ranging from three to
seven years. Leasehold improvements are amortized using the straight-line method
over the shorter of the lease term or the estimated useful life of the assets.

      Debt Issuance Costs

Debt  issuance  costs are amortized  over the life of the loan of  approximately
three years using the  straight-line  method,  which  approximates  the interest
method.

      Goodwill and Other Intangible Assets

In June 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  (SFAS) No. 141,  "Business  Combinations",
effective  for  acquisitions  initiated  on or after July 1, 2001,  and No. 142,
"Goodwill and Other  Intangible  Assets",  effective for fiscal years  beginning
after  December 15,  2001.  SFAS No. 141  requires  that the purchase  method of
accounting be used for all business combinations  initiated after June 30, 2001,
and includes guidance on the initial recognition and measurement of goodwill and
other  intangible  assets  arising  from  business  combinations.  SFAS No.  142
indicates that goodwill (and intangible  assets deemed to have indefinite lives)
will no longer be  amortized  but will be  subject to annual  impairment  tests.
Other  intangible  assets will continue to be amortized over their useful lives.
The  Company  adopted  SFAS No.  142  effective  January 1,  2002.  The  Company
performed the required goodwill  impairment test during the years ended December
31, 2004, 2003 and 2002.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

As part of compliance  with this standard,  the Company  obtained an independent
appraisal  to assess the fair value of its business  units to determine  whether
goodwill carried on its books was impaired and the extent of such impairment, if
any for the years  ended  December  31,  2004 and 2003.  For the  quarter  ended
September  30, 2004 and for the year ended  December 31, 2003,  the  independent
appraisal used the discounted future returns method to measure the fair value of
its  business  units.  During the three  months ended  September  30, 2004,  the
Company  completed its review of goodwill  through an independent  appraisal and
determined it was partially impaired. The Company recorded impairment charges to
goodwill of $527,879  related to the Corporate  Technologies  (CTU)  acquisition
during the quarter ended September 30, 2004. Under the discounted future returns
method,  future benefits over a period of time are estimated and then discounted
back to present value. The independent appraiser used a discount factor of 15.8%
and 16.8% for the years ended  December 31, 2004 and 2003,  respectively.  Based
upon the 2003  independent  appraisal,  the Company  determined that its current
goodwill  balances were not impaired as of December 31, 2003. As of December 31,
2004,  goodwill  related to  discontinued  operations of $2,221,000 was entirely
written off and was included in  discontinued  operations.  Goodwill  related to
continuing operations was $812,366 as of December 31, 2004.

Components of intangible assets are as follows:

<TABLE>
<CAPTION>
                                                      December 31, 2004             December 31, 2003
                                                 --------------------------    --------------------------
                                                   Gross                         Gross
                                                  Carrying      Accumulated     Carrying     Accumulated
                                                   Amount      Amortization      Amount      Amortization
                                                 -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>
Intangible assets subject to amortization
     Domain name                                 $    83,750    $    55,833    $    83,750    $    39,083
     Access contracts                            $    60,000    $    33,333         60,000         13,334
     Debt issuance costs                         $   313,837    $    47,214        115,500          3,208
     Right of entry                              $17,226,759    $ 1,933,294             --             --
     Customer cable lists                        $   753,930    $   286,967        300,000             --
                                                 -----------    -----------    -----------    -----------
         Total                                   $18,438,276    $ 2,356,641    $   559,250    $    55,625
                                                 ===========    ===========    ===========    ===========

Intangible assets not subject to amortization
     Goodwill                                    $   812,366    $         0    $ 3,531,157    $   782,278
                                                 ===========    ===========    ===========    ===========
</TABLE>

Amortization of intangible  assets was  $2,301,016,  $33,291 and $16,750 for the
years  ended  December  31,  2004,  2003  and  2002,   respectively.   Estimated
amortization  expense of  intangible  assets for the years  ending  December 31,
2005,  2006, 2007,  2008, 2009 and 2010 is $3,297,005,  $3,047,921,  $2,974,281,
$2,908,666,  $2,817,297  and  $1,036,464,  respectively.  The  weighted  average
remaining life of the  intangibles is 5.5 years with right of entry average life
of 6.0 years and customer cable lists of 2.6 years
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

      The  Company  amortizes  a domain  name  acquired  during  the year  ended
December  31,  2001  over its  estimated  useful  life of five  years  using the
straight-line  method. The Company amortizes access contracts and customer cable
lists, on an average, over their useful estimated lives ranging from two to five
years.  The Company is amortizing the right of entry  contracts,  on an average,
over their estimated useful lives ranging from 36 to 73 months.

      Advertising Costs

Advertising  costs are charged to expense as  incurred.  Advertising  costs were
$176,592,  $146,906,  $104,788 for the years ended  December 31, 2004,  2003 and
2002,  respectively,  and are  included in selling,  general and  administrative
expenses in the consolidated statements of operations.

      Shipping and Handling Costs

In accordance  with Emerging  Issues Task Force (EITF) Issue 00-10,  "Accounting
for Shipping and Handling Fees and Costs," the Company is including shipping and
handling  revenues  in  revenues  and  shipping  and  handling  costs in cost of
products and services.

      Income Taxes

The Company utilizes the liability method of accounting for income taxes.  Under
this method, deferred tax assets and liabilities are recognized for the expected
future tax  consequences  attributable  to  temporary  differences  between  the
financial  statement and income tax reporting  bases of assets and  liabilities.
Deferred  tax assets are  reduced by a  valuation  allowance  to the extent that
realization is not assured.

      Stock-Based Compensation

In accordance with Accounting  Principles Board (APB) Opinion No. 25 and related
interpretations, the Company uses the intrinsic value-based method for measuring
stock-based compensation cost which measures compensation cost as the excess, if
any, of the quoted market price of the Company's  common stock at the grant date
over the  amount the  employee  must pay for the stock.  The  Company's  general
policy is to grant stock options at fair value at the date of grant. Options and
warrants issued to nonemployees  are recorded at fair value, as required by SFAS
No. 123  "Accounting for Stock-Based  Compensation,"  (SFAS No. 123),  using the
Black  Scholes  pricing  model.  The Company has  adopted  the  disclosure  only
provision of SFAS No. 148, "Accounting for Stock-Based Compensation."

Pursuant  to APB No. 25 and  related  interpretations  $212,714,  $447,481,  and
$482,999  of  compensation   cost  has  been  recognized  in  the   accompanying
consolidated  statements  of operations  for the years ended  December 31, 2004,
2003 and 2002, respectively.  Had compensation cost been recognized based on the
fair values of options at the grant dates consistent with the provisions of SFAS
No. 123, the Company's loss  attributable to common  stockholders  and basic and
diluted loss per common share would have  increased to the  following  pro forma
amounts for the years ended December 31:
<PAGE>

<TABLE>
<CAPTION>
                                                        2004             2003             2002
                                                   ------------     ------------     ------------
<S>                                                <C>              <C>              <C>
Loss attributable to common stockholders           $(10,374,417)    $ (4,613,693)    $ (4,591,637)
Pro forma loss attributable to common shares       $(10,984,354)    $ (5,363,381)    $ (4,915,649)

Basic and diluted loss attributable to
  common shareholders:
   As reported                                     $       (.45)    $      (0.29)    $      (0.39)

   Pro forma loss attributable to common shares    $       (.47)    $      (0.33)    $      (0.42)

Stock-based compensation:
   As reported                                     $    212,714     $    447,481     $    482,999
   Pro forma                                       $    609,937     $    749,688     $    324,012
</TABLE>

In determining the compensation  cost of the options granted during fiscal 2004,
2003,  and 2002,  as  specified  by SFAS No. 123,  the fair value of each option
grant has been  estimated  on the date of grant using the  Black-Scholes  option
pricing model and the weighted average  assumptions  used in these  calculations
are summarized as follows:

<TABLE>
<CAPTION>
                                             2004             2003             2002
                                           --------         --------         --------
<S>                                        <C>              <C>              <C>
Risk-free interest rate                        3.31%            3.00%            4.40%
Expected life of options granted           10 years         10 years         10 years
Expected volatility range                       184%             170%             170%
Expected dividend yield                           0%               0%               0%
</TABLE>

      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  net loss per common  share is  computed by
dividing loss  attributable  to common  stockholders  by the sum of the weighted
average number of common shares  outstanding  plus all  additional  common stock
that would have been  outstanding if potentially  dilutive common shares related
to  common  share  equivalents  (stock  options,  stock  warrants,   convertible
preferred  shares,  and issued but not  outstanding  restricted  stock) had been
issued.  All options,  warrants,  convertible  preferred shares,  and restricted
stock  outstanding  during the years ended December 31, 2004, 2003 and 2002 were
anti-dilutive.

      Segment Reporting

A business  segment is a  distinguishable  component  of an  enterprise  that is
engaged  in  providing  an  individual  product or service or a group of related
products or services and that is subject to risks and returns that are different
from those of other  business  segments.  The  Company's  segments  have similar
economic characteristics and are similar in the nature of the services provided,
type of  customers,  methods  used to  distribute  the  Company's  services  and
regulatory environment.  Management believes that the Company meets the criteria
for aggregating its operating segments into a single reporting segment.

      Recently Issued Accounting Pronouncements

In November 2004,  FASB issued SFAS No. 151  "Inventory  Costs" which amends the
guidance in ARB No. 43, Chapter 4 "Inventory Pricing," to clarify the accounting
for abnormal  amounts of idle facility  expense,  freight,  handling costs,  and
wasted material (spoilage).  Paragraph 5 of ARB 43, Chapter 4, previously stated
that under some  circumstances,  items such as idle facility expense,  excessive
spoilage,  double freight, and rehandling costs may be so abnormal as to require
treatment as current period  charges.  SFAS No. 151 requires that those items be
recognized  as  current-period  charges  regardless  of  whether  they  meet the
criterion of "so abnormal." In addition,  SFAS No, 151 requires that  allocation
of fixed production  overheads to the costs of conversion be based on the normal
capacity  of the  production  facilities.  SFAS No. 151 shall be  effective  for
inventory  costs  incurred  during fiscal years  beginning  after June 15, 2005.
Earlier  application  is permitted for inventory  costs  incurred  during fiscal
years  beginning  after the date SFAS No. 151 was issued.  SFAS No. 151 shall be
applied prospectively.  The Company does not expect the adoption of SFAS No. 151
to have a material effect on its consolidated financial statements.

In December 2004,  FASB issued SFAS No. 153  "Exchanges of  Nonmonetary  Assets"
which amends APB Opinion No. 29, "Accounting for Nonmonetary  Transactions." APB
No. 29 is based on the principle that exchanges of nonmonetary  assets should be
measured based on the fair value of the assets  exchanged.  The guidance in that
Opinion,  however,  included certain exceptions to that principle.  SFAS No. 153
amends APB No. 29 to  eliminate  the  exception  for  nonmonetary  exchanges  of
similar productive assets and replaces it with a general exception for exchanges
of  nonmonetary  assets that do not have  commercial  substance.  A  nonmonetary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected to change significantly as a result of the exchange. SFAS No. 153 shall
be  effective  for  nonmonetary  asset  exchanges  occurring  in fiscal  periods
beginning after June 15, 2005. Earlier  application is permitted for nonmonetary
asset  exchanges  occurring in fiscal periods  beginning after the date SFAS No.
153 was issued.  SFAS No. 153 shall be applied  prospectively.  The Company does
not  expect  the  adoption  of SFAS No.  153 to have a  material  effect  on its
consolidated financial statements.

In  December  2004,  FASB  issued  SFAS No.  123  (revised  2004),  "Share-Based
Payment",  which focuses  primarily on accounting for  transactions  in which an
entity obtains  employee  services in  share-based  payment  transactions.  This
statement replaces SFAS No. 123, "Accounting for Stock-Based Compensation",  and
supersedes  APB  Opinion No. 25,  "Accounting  for Stock  Issued to  Employees."
Beginning  with the quarterly  period that begins July 1, 2005, the Company will
be  required to expense  the fair value of  employee  stock  options and similar
awards.  As a  public  company,  the  Company  is  allowed  to  select  from two
alternative  transition methods,  each having different reporting  implications.
The impact of SFAS No. 123R for the year ending  December  31, 2005 is estimated
to range from  approximately  $150,000  and  $200,000  based on the value of the
options  outstanding as of December 31, 2004 that will vest during the third and
fourth quarters of 2005. This estimate does not include any expenses for options
that may be granted and vested during 2005.

In December 2003, the Financial  Accounting  Standards  Board (FASB) issued FASB
Interpretation  No. 46  (Revised  December  2003),  "Consolidation  of  Variable
Interest  Entities,  an  Interpretation  of ARB No. 51" (FIN 46R). This standard
replaces FIN 46, Consolidation of Variable Interest Entities" that was issued in
January 2003.  FIN 46R modifies or clarifies  various  provisions of FIN 46. FIN
46R addresses the  consolidation  of business  enterprises of variable  interest
entities  (VIEs),  as defined by FIN 46R. FIN 46R exempts certain  entities from
its requirements and provides for special effective dates for entities that have
fully or  partially  applied  FIN 46 prior to  issuance  of FIN 46R.  Otherwise,
application  of FIN 46R is required in financial  statements of public  entities
that have  interest  in  structures  commonly  referred  to as  special  purpose
entities for periods ending after December 15, 2003.  Application by the Company
for all other  types of VIEs is  required in  financial  statements  for periods
ending no later than the quarter ended January 31, 2005. The adoption of FIN 46R
did  not  have  a  material  effect  on  the  Company's  consolidated  financial
statements.

      Management's Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates.
Significant management estimates relate to the allowances for doubtful accounts,
inventory  obsolescence,   and  stock  subscriptions  and  interest  receivable,
property and equipment  estimated useful lives,  goodwill carrying value and the
valuation of deferred income tax assets.
<PAGE>

      Financial Instruments

The carrying amounts for all financial instruments  approximates fair value. The
carrying amounts for cash and cash equivalents,  accounts  receivable,  accounts
payable, accrued liabilities, and short-term debt approximate fair value because
of the short  maturity  of these  instruments.  The fair value of capital  lease
obligations,  note  payable-stockholder  and  long-term  debt  approximates  the
carrying amounts based upon the Company's  expected borrowing rate for debt with
similar remaining maturities and comparable risk.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

      Reclassifications

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

NOTE 2 - Business Acquisitions

During February 2003, the Company  incorporated a new  subsidiary,  MB USA. This
subsidiary was formed as a 50% owned joint venture agreement with PACE (Note 1).
The  reason  for the joint  venture  with  PACE is to  continue  to  expand  the
Company's services related to multi-users of voice, data and video services. The
remaining 50% ownership was purchased January 1, 2004.

On April  25,  2003,  the  Company,  through  MB USA,  purchased  certain  video
equipment  assets,  related  rights to video  subscribers  and  rights of access
agreements from Suncoast  Automation,  Inc.  (Suncoast).  The purchase price was
allocated to the acquired  assets and assumed certain  liabilities  based on the
estimated  fair  values  as of the  acquisition  date.  The  purchase  price was
allocated to assets and liabilities acquired as follows:

       Property and equipment                            $         504,224
       Access contracts                                             60,000
       Capital lease obligations                                  (54,224)
                                                         -----------------
          Net purchase price                             $         510,000
                                                         =================

The net  purchase  price  of  $510,000  consisted  entirely  of cash  paid.  The
consolidated  results of  operations  on an  unaudited  pro forma  basis are not
presented  separately as the results do not differ significantly from historical
amounts presented herein.

On December 31, 2003, the Company  purchased certain customer lists from Florida
Cable,  Inc.  (Florida  Cable) for $300,000  which was paid to Florida  Cable on
January 2, 2004.  In addition,  the Company  agreed to lease from Florida  Cable
equipment used in the operation of the cable  television  systems for six months
for $1.00. After the six month lease period has expired,  the Company has agreed
to purchase the equipment for $165,000. If the Company fails to pay the $165,000
in full, all rights and title of the customer lists  mentioned above will revert
back to Florida  Cable.  At December  31,  2003,  the Company has  recorded  the
$165,000 liability associated with the contingent purchase of equipment.

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

In April 2004, the Company purchased certain assets consisting of data and video
subscribers and systems from Satellite  Broadcasting  Corporation and affiliates
(SBC). The total purchase price for said assets was approximately $679,200.

On April 2, 2004,  Multiband  Corporation and subsidiaries  (the Company),  (fka
Vicom,  Incorporated and  subsidiaries),  completed its acquisition of Minnesota
Digital  Universe,  Inc. (MDU) for  approximately  7.7 million dollars,  half of
which was paid for in Multiband  Corporation  common stock,  valued at $1.75 per
share,  ($3,850,000),  $1.1 million  paid in cash and the balance in  promissory
notes due by January 2005. Included in the purchase price is $700,000 related to
a finders  fee.  In  December  2004,  the notes with an  outstanding  balance of
$990,000 were extended  through May 2005, with $200,000 of the outstanding  note
balance  being  extended  to July 2006.  These notes are  unsecured  and bear no
interest.  The stock  value was a  negotiated  price  between the Seller and the
Buyer.  The  consideration  paid was based on the  Company's  analysis of likely
future  net  income  to be  generated  over a six year  period  by the  acquired
company.  The cash was provided by funds the Company had previously  raised in a
private placement. The assets were acquired from Pace Electronics.  Prior to the
transaction,  there was no material  relationship  between the owners of MDU and
the Company  other than the fact that Pace  Electronics  previously  owned a 50%
interest in a company  subsidiary,  Multiband USA, Inc.,  which Multiband bought
out the remaining  50% of ownership  from Pace  Electronics  in January 2004 for
30,000 shares of the Company's common stock valued at $39,000.

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

On July 9, 2004, Multiband (the Company) completed its acquisition, which had an
acquisition  date of June 1, 2004, of the  outstanding  membership  interests of
Rainbow  Satellite  Group,  LLC  (Rainbow),  a provider of Satellite  television
services to multi dwelling units, for  approximately  7.5 million  dollars,  two
million of which was paid for in Multiband  Preferred Stock, valued at $2.00 per
share on a conversion  formula to Multiband common stock, one million dollars of
which was paid for in cash and the  balance in  promissory  notes due by January
2005. In December 2004 these notes were extended to May 1, 2005. Included in the
purchase  price  is  $321,850   related  to  a  finders  fee.  These  notes  are
collateralized  by Rainbow  assets and bear interest at the prime rate (5.25% at
December 31, 2004.) In connection  with the debt  extension,  the Company issued
75,000 two year warrants with an exercise price of $1.35 valued at $68,652 using
the Black Scholes pricing model.  The stock value was a negotiated price between
the Buyer and  Seller.  In the event  Multiband  defaults in the payment of said
promissory notes, the former owners of Rainbow have certain rights to repurchase
the aforementioned membership interests for 20% less than any sums Multiband has
paid prior to the date of the default.  The consideration  paid was based on the
Company's  analysis of likely future net incomes to be generated over a six year
period by the acquired  Company.  The cash was provided by funds  Multiband  had
previously raised in a private placement.  The aforementioned  purchase price is
subject to adjustment pursuant to the parties agreement if the number of Rainbow
subscribers  increases or decreases as of an  adjustment  date.  The assets were
acquired from the members/owners of Rainbow. Prior to the transaction, there was
no material  relationship  between the owners of sellers and the  Company.  With
this  acquisition,  the Company acquired over 16,000 video subscribers which are
primarily  located in California,  Colorado,  Texas,  Florida,  Illinois and New
York.

On August 9, 2004, Multiband Corporation (the Company) completed its acquisition
of certain assets of 21st Century Satellite Communications,  Inc. (21st Century)
for $1,080,754, $333,333 of which was paid for in Company stock, valued at $1.60
per share,  $250,000 of which was paid for in cash and the balance in  equipment
lease  payments  due by August  2007.  The stock  value was a  negotiated  price
between the Buyer and Seller.  Included in the purchase price is $86,750 related
to a finders fee. The consideration  paid was based on the Company's analysis of
the value of the acquired video equipment and related video subscribers totaling
approximately  5,000.  The cash was provided by funds  Multiband had  previously
raised in a private placement.  In connection with the acquisition,  the Company
incurred a $125,000 finder's fee which was paid for in Company stock,  valued at
$1.42 for a total of $31,250, and the remaining $93,750 was paid by December 31,
2004.

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

<TABLE>
<CAPTION>
                                                   MDU             Rainbow        21st Century
                                               ----------        ----------        ----------
<S>                                            <C>               <C>               <C>
Allocation of Purchase Price:
Total Cash/Stock Consideration                 $7,000,000        $7,219,999        $  987,000
     Add: Transaction Costs                       726,550           361,850            93,754
     Add:  Liabilities assumed                  2,030,373           319,921                --
                                               ----------        ----------        ----------

Total Consideration                             9,756,923         7,901,770         1,080,754
     Less: Cash and accounts receivable            59,044                --                --
     Less: Tangible assets                             --           773,000           372,420
     Less: Goodwill                                    --           800,000                --
                                               ----------        ----------        ----------

Intangible assets, net                         $9,697,879        $6,328,770        $  708,334
                                               ==========        ==========        ==========
</TABLE>

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

      The following  unaudited pro forma condensed results of operations for the
years ended  December 31, 2004 and 2003 give effect to the  acquisition of URON,
MDU,  Rainbow,  and 21st Century as if such transactions had occurred on January
1, 2003.
<PAGE>

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

<TABLE>
<CAPTION>
                                                           2004                                      2003
                                             ---------------------------------         ---------------------------------
                                             Consolidated                              Consolidated
                                              as reported          Pro Forma           as reported            Pro Forma
                                                per I/S            Disclosed              per I/S             Disclosed
                                             ------------         ------------         ------------         ------------
<S>                                          <C>                  <C>                  <C>                  <C>
Revenues                                     $ 11,067,834         $ 14,562,983         $  1,441,118         $ 13,625,488

Loss from continuing operations                (5,326,642)          (5,292,789)          (3,672,048)          (3,423,888)

Loss from discontinued operations              (4,457,320)          (4,457,320)            (692,956)            (692,956)

Net loss                                     $ (9,783,962)        $ (9,750,109)        $ (4,365,004)        $ (4,116,844)

Basic and diluted loss per share:
   Loss from continuing operations           $       (.23)        $       (.23)        $       (.23)        $       (.21)
   Loss from discontinued operations         $       (.19)        $       (.19)        $       (.04)        $       (.04)
   Net loss                                  $       (.42)        $       (.42)        $       (.27)        $       (.25)

Weighted average shares outstanding -
basic and diluted                              23,307,594           23,307,594           16,112,231           16,112,231
</TABLE>

The unaudited pro forma results of operations  for the years ended  December 31,
2004 and 2003 as a result of the SBC and  Florida  Cable  acquisitions  of video
subscribers  and video  equipment  is not material to the  historical  financial
statements.
<PAGE>

NOTE 3 - Property and Equipment

Property and equipment consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                          2004                2003
                                                      -----------         -----------
<S>                                                   <C>                 <C>
Leasehold improvements                                $   767,146         $   764,064
Property and equipment - owned                          7,035,911           5,100,984
Property and equipment under capital
  lease obligations                                       428,749             428,749
                                                      -----------         -----------
                                                        8,231,806           6,293,797
Less accumulated depreciation and amortization         (3,859,332)         (2,755,382)
                                                      -----------         -----------
                                                      $ 4,372,474         $ 3,538,415
                                                      ===========         ===========
</TABLE>

Depreciation and  amortization  expense on property and equipment for continuing
operations was $959,447, $516,432, and $499,598 for the years ended December 31,
2004, 2003 and 2002, respectively.

Depreciation  and  amortization  expense  on  property  and  equipment  for  the
discontinued operations was $345,985,  $432,366 and $482,387 for the years ended
December 31, 2004, 2003 and 2002, respectively.

NOTE 4 - Other Assets

Other assets consisted of the following at December 31:

                                                2004            2003
                                              --------        --------
Other current assets:
   Current portion of notes receivable        $     --        $  2,983
   Prepaid expenses and other                  146,334          93,567
                                              --------        --------
           Total other current assets         $146,334        $ 96,550
                                                              ========

Noncurrent assets:
   Prepaid expenses and other                 $146,301         136,236
                                              --------        --------
           Total other assets                 $146,301        $136,236
                                              ========        ========

At December  31,  2004 and 2003,  the  Company  had notes  receivable  of $0 and
$2,983, respectively.  The remaining note was due in December 2003 with interest
of 12% was unsecured and was paid during 2004.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

NOTE 5 - Accrued Liabilities

Accrued liabilities consisted of the following at December 31:

                                             2004              2003
                                         ----------        ----------
Payroll and related taxes                $  389,394        $  363,649
Accrued preferred stock dividends           415,120           277,928
Payable - Florida Cable                          --           465,000
Other                                     2,225,510           202,261
                                         ----------        ----------
                                         $3,030,024        $1,308,838
                                         ==========        ==========
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

NOTE 6 - Wholesale Line of Credit

At December 31, 2004 and 2003,  the Company had a $1,750,000  wholesale  line of
credit  agreement  with a  financial  institution,  for the  purchase of certain
resale merchandise from certain suppliers.  Interest is generally at 0% (if paid
within  certain  terms of up to 45 days),  and the  wholesale  line of credit is
collateralized  by the accounts  receivable up to $300,000 as well as all of the
inventory  financed and the  $1,450,000  letters of credit which expire  through
April 2006. The wholesale line of credit  agreement is an agreement  between the
Company, financial institution,  and certain vendors of the Company. The Company
receives  no  funds  from the  financial  institution,  but  pays the  financial
institution  rather than certain vendors.  The balance  outstanding was $926,201
and $976,314 at December 31, 2004 and 2003, respectively. The line of credit was
paid off in full on March 31, 2005 (see Note 16).

NOTE 7 - Long-term Debt

<TABLE>
<CAPTION>
Long-term debt consisted of the following at December 31:
                                                                                              2004                2003
                                                                                           -----------         -----------
<S>                                                                                        <C>                 <C>
          Note payable - Pyramid Trading Limited Partnership, LLC
          This note was converted to stock in 2004                                         $        --         $   140,443

          Debenture payable - Convergent Capital Partners I, L.P., net of original
          issue discount of $269,714 and $432,504 at December 31, 2004 and 2003,
          respectively, monthly interest only payments through July 2005, monthly
          installments of $102,273 including interest at 14% (effective interest
          rate 18.4%) thereafter, due May 2007, collateralized by substantially all
          of the assets of the Company                                                       2,130,286           1,967,496

          Demand debenture payable - Convergent Capital Partners I, L.P., monthly
          interest only payments at 14% through May 2007, due on demand or May
          2007, collateralized by substantially all of the assets of the Company               100,000             100,000

          Note payable - Lexus Tower Limited Partnership, monthly installments of
          $5,987 including interest at 8.4%, due November 2010, collateralized
          by certain assets of the Company                                                     336,486             379,332

          Note payable - Laurus Master Fund LTD, net of unamortized original issue
          discount and beneficial conversion of note payable into common stock of
          $794,391 and $1,208,847 at December 31, 2004 and 2003, monthly
          installments of $45,455 beginning in March 2004, including interest at
          prime rate plus 3% but not less than 7% (8.25% and 7% at December 31,
          2004 and 2003) (effective interest rate of 174.6%), due through November
          2006, collateralized by certain assets of the Company                                226,518             291,153

          Notes payable, net of original issue discount and beneficial conversion
          of note payable into common stock of $444,792 at December 31, 2004
          Interest is 6% payable semi-annually in cash or common stock at the
          Company's election, due in November 2007, collateralized by certain
          assets of the Company and subordinated                                             1,721,875                  --

          Note payable - Dell Marketing C.P., monthly installments of $10,000
          beginning in September 2004 through August 2006, with a final payment of
          $65,021. This note does not bear interest and is unsecured                           265,021

          Note payable - Vern Swedin,  Note payable in 18 monthly
          installments, beginning January 30, 2005 with an interest
          rate of 6%, unsecured and due in July 2006                                           200,000                  --

          Notes payable, interest at 5.25% to 20% due through May 2007,
          collateralized by certain assets of the Company                                       42,998             207,545
                                                                                           -----------         -----------

           Total long-term debt                                                              5,023,184           3,085,969
          Less: current portion                                                             (1,524,527)           (998,813)
                                                                                           -----------         -----------
           Long-term debt, net                                                             $ 3,498,657         $ 2,087,156
                                                                                           ===========         ===========
</TABLE>

Future maturities of long-term debt are as follows for the years ending December
31:

         2005                                               $     1,524,527
         2006                                                     2,036,024
         2007                                                     2,786,295
         2008                                                        59,072
         2009                                                        64,011
         Thereafter                                                  62,152
                                                            ---------------
         Total future minimum payments                            6,532,081
         Less: original issue discounts and beneficial
           conversion feature                                   (1,508,897)
                                                            ---------------
         Total long-term debt                                     5,023,184
         Less: current portion                                  (1,524,527)
                                                            ---------------
             Long-term debt, net                            $     3,498,657
                                                            ===============
<PAGE>

In  2000,  the  Company  entered  into a  $2,250,000  debenture  agreement  with
Convergent  Capital  Partners I, L.P.,  with interest at 14% payable monthly and
monthly  payments of  $102,273  from August 1, 2003  through  June 1, 2005.  The
timing of  repayment  was changed to August 2005 through May 2007 as part of the
amendment made in 2002. The debenture is  collateralized  by  substantially  all
Company assets.  In connection  with this debenture,  the Company issued 150,000
five-year  warrants to purchase  common  stock at prices  ranging  from $1.50 to
$5.20 per share. The proceeds of $2,250,000 were allocated between the debenture
and the warrant based on the relative fair values of the  securities at the time
of issuance. The warrants were valued using the Black Scholes pricing model. The
resulting  original  issue  discount,  the fair value of the warrants,  is being
amortized over the life of the debenture using the straight-line  method,  which
approximates the interest method.

In 2002, the Company  amended the debenture  agreement with  Convergent  Capital
Partners I, L.P.,  and  borrowed an  additional  $150,000  with  interest at 14%
payable  monthly and monthly  principal  payments  from August 2005  through May
2007.  In  connection  with this  debenture,  the Company  issued an  additional
500,000  seven-year  warrants to purchase  common stock at $1.10 per share.  The
additional  warrants  were valued using the Black  Scholes  pricing  model.  The
resulting  original  issue  discount,  the fair value of the warrants,  is being
amortized over the life of the debenture using the straight-line  method,  which
approximates  the  interest  method.  The  Company was in  violation  of certain
covenants of this debt  agreement.  A waiver was obtained  from the lender.  The
debenture payable may be redeemed at the Company's option at a premium declining
ratably thereafter to par value in April 2005.

In January 2001, the Company  borrowed  $1,500,000  from Pyramid Trading Limited
Partnership  and issued a five-year  warrant to the lender to  purchase  375,000
common  shares  at $4.00  per  share  through  January  2003.  The debt was also
convertible  into common stock of the Company at a conversion  rate of $4.75 per
share through  January 2003. The proceeds of $1,500,000  were allocated  between
the note and the fair  value of the  warrants  using the Black  Scholes  pricing
model. An additional  375,000  five-year  warrants were issued in April 2002 and
the fair value of the warrants was expensed as additional interest expense as of
December 31, 2002. The resulting original issue discount,  the fair value of the
warrants, and the beneficial conversion of the note payable into common stock as
defined  in EITF 00-27  "Application  of Issue No.  98-5 to Certain  Convertible
Instruments"(EITF 00-27), is being amortized over the life of the note using the
straight-line  method,  which  approximates the interest  method.  This note was
converted into stock during 2004.

In February  2003, the Company  reached an agreement to convert  $962,000 of its
note payable with Pyramid  Trading  Limited  Partnership to equity and to extend
the due date to May 2004.  Terms of the  conversion  state that the note will be
converted to equity over a 14 month period at a price generally  equivalent to a
10% discount to market price. The Company issued an additional 253,000 five-year
warrants at an exercise  price of $1.00 with the note payable  extension.  These
warrants,  valued at $208,447 using the Black Scholes  pricing model,  are being
expensed over the remaining  term of the note  agreement.  During the year ended
December 31, 2003, the Company converted principal and accrued interest totaling
$828,172 into 717,741 shares of common stock. During the year ended December 31,
2004, the Company  converted  principal and accrued interest  totaling  $212,111
into 153,034 shares of common stock.

In  November  2003,  the Company  borrowed  $1,500,000  and issued a  three-year
warrant  to the  lender to  purchase  535,000  common  shares at $2.21 per share
through  November  2006. The debt is also  convertible  into common stock of the
Company at a  conversion  rate of $1.40 per share  through  November  2006.  The
proceeds of $1,500,000  were allocated  between the note, the intrinsic value of
the  conversion  option,  and the fair  value of the  warrants  using  the Black
Scholes pricing model. The resulting original issue discount,  the fair value of
the warrant, and the beneficial conversion of the note payable into common stock
as defined in EITF 00-27 is being  amortized over the life of the note using the
straight-line  method,  which approximates the interest method.  During the year
ended  December  31, 2004,  the Company  converted  principal  of $230,909  into
164,836 shares of common stock.

In November 2004,  the Company  borrowed  $2,166,667  from a group of accredited
institutional  investors.  The notes are convertible into shares of common stock
at a conversion rate of $1.00 per share through  November 2007. The notes accrue
interest at the rate of 6% per annum, which interest is payable semi-annually in
cash or common stock at the Company's election.  The proceeds of $2,166,667 were
allocated  between the notes and the intrinsic  value of the conversion  option.
The resulting original issue discount and the beneficial  conversion of the note
payable into common stock as defined in EITF 00-27 is being  amortized  over the
life of the note using the straight-line method, which approximates the interest
method. These notes are collateralized by certain assets and are subordinated.

NOTE 8 - Capital Lease Obligations

The Company has lease financing facilities for property, equipment and leasehold
improvements.  Leases  outstanding  under these  agreements  bear interest at an
average rate of 7.67% and expires through June 2009. The obligations are secured
by the property  under lease.  Total cost and  accumulated  amortization  of the
leased equipment was $988,593 and $349,647 at December 31, 2004 and $428,749 and
$221,432 at December 31, 2003. Amortization expense related to these obligations
is included in depreciation expense.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

Future  minimum  capital  lease  payments  are as follows  for the years  ending
December 31:

          2005                                                    $     247,531
          2006                                                          151,099
          2007                                                          313,210
          2008                                                           44,532
          2009                                                           22,268
                                                                  -------------
          Total                                                         778,640

          Less: amounts representing interest                           (95,861)
                                                                  -------------
          Present value of future minimum lease payments                682,779

          Less: current portion                                        (201,530)
                                                                  -------------
          Capital lease obligations, net of current portion       $     481,249
                                                                  =============


NOTE 9 - Note Payable - Stockholder


On June 30,  2003,  the Company  borrowed  $124,000  from a  stockholder  of the
Company with monthly payments of $5,600 including interest at 7.85%, due in June
2005,  and  unsecured.  The balance due at December 31, 2004 and 2003 is $84,801
and $114,391,  respectively.  Interest  expense related to this note payable was
$4,709 and $1,592 for the years ended December 31, 2004 and 2003, respectively.

NOTE 10 - Stockholders' Equity

      Capital Stock Authorized

The articles of incorporation  authorize the Company to issue 100,000,000 shares
of no par  capital  stock.  Authorization  to  individual  classes  of stock are
determined by a Board of Directors  resolution.  The authorized classes of stock
are the following:  275,000 shares of Class A cumulative  convertible  preferred
stock, 60,000 shares of Class B cumulative  convertible preferred stock, 250,000
shares of Class C cumulative  convertible  preferred  stock,  250,000  shares of
Class D cumulative  convertible  preferred  stock, and 400,000 shares of Class E
cumulative  convertible  preferred  stock,  500,000 shares of Class F cumulative
convertible  preferred stock,  600,000 shares of Class G cumulative  convertible
preferred stock, 15 Shares of Class H cumulative convertible preferred stock and
100 shares of Class I cumulative convertible preferred stock.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

      Cumulative Convertible Preferred Stock

Dividends  on Class A,  Class B, Class C, Class D, Class E, Class F, Class G and
Class H  cumulative  convertible  preferred  stock are  cumulative  and  payable
quarterly at 8%, 10%, 10%,  14%,  15%, 10%, 8%, and 6% per annum,  respectively.
Cumulative  convertible  preferred  stock can be converted into common shares at
any time as follows:  Class A and Class B - five  shares,  Class C - two shares,
Class D - two and one-half shares, Class E - eight shares, Class F- five shares,
Class G- six and one quarter  shares,  and Class H is  convertible  at $1.00 per
share.  The intrinsic value of any beneficial  conversion  option is recorded as
preferred stock dividends at the time of preferred stock issuance.  Dividends on
Class B  preferred  are  cumulative  and payable  monthly at 10% per annum.  The
dividends  are  based on $10 per  share for all  preferred  shares.  The Class B
preferred was offered to certain note payable holders at a conversion of $10 per
Class B preferred share. All preferred stock is non-voting. Warrants to purchase
shares of the  Company's  common  stock were given with the issuance of Class A,
Class B, Class D, Class E, Class G and Class H  preferred  stock and were valued
at fair value using the Black Scholes pricing model. The Company may, but is not
obligated  to,  redeem the  preferred  stock at $10.50 per share for Class A and
Class B and $10.00 per share for Class C, Class D, Class E, Class F, and Class G
whenever the Company's  common stock price exceeds certain  defined  criteria as
defined in the preferred  stock  agreements.  The Class H shares can be redeemed
for $100,000 per share.  Upon the Company's call for redemption,  the holders of
the  preferred  stock  called for  redemption  have the  option to convert  each
preferred share into shares of the Company's common stock.  Holders of preferred
stock  cannot  require  the  Company to redeem  their  shares.  The  liquidation
preference  is the same as the  redemption  price  for each  class of  preferred
stock.

      Stock Compensation Plans

The Company has a 1999 Stock  Compensation  Plan,  which permits the issuance of
restricted stock and stock options to key employees and agents.  All outstanding
incentive stock options granted under the prior 1997 Stock Options Plan continue
until all agreements  have expired.  There are 4,300,000  shares of common stock
reserved for  issuance  through  restricted  stock,  non-qualified  stock option
awards and incentive  stock option awards.  The Plans also provide that the term
of each award be  determined  by the Board of  Directors.  Under the Plans,  the
exercise  price of incentive  stock options may not be less than the fair market
value of the stock on the award  date,  and the options  are  exercisable  for a
period not to exceed ten years from award date.

The Company also has a 2000 Non-employee Director Stock Compensation Plan, which
permits the  issuance of stock  options  for 800,000  shares of common  stock to
non-employee  directors.  The  exercise  price of the stock  options is the fair
market value of the stock on the award date, and the options are exercisable for
a period not to exceed ten years from award date.

      Employee Stock Purchase Plan

The Company has a 2000 Employee Stock  Purchase Plan,  which allows for the sale
of 400,000  shares of Company common stock to qualified  employees.  At December
31, 2004 and 2003, no shares were issued under the Plan.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

      Stock Subscriptions Receivable

The Company has stock  subscriptions  receivable  including interest  receivable
totaling $391,264 and $418,085 due to the Company at December 31, 2004 and 2003,
respectively,  from the issuance of common stock. Monthly interest only payments
at interest ranging from 9% to 10% were required through December 2003, with one
note  being   extended  until  March  2006,  at  which  time  any  unpaid  stock
subscription receivable was due. The receivables are secured by the common stock
issued.  At both  December 31, 2004 and 2003,  the Company has reserved  $71,000
related  to  stock   subscriptions   and  interest   receivable   deemed  to  be
uncollectible.   The  Company  does  not  record  interest   receivable  on  the
outstanding receivable balance once they have determined it to be uncollectible.

      Restricted Stock

The Company awards  restricted common shares to selected  employees.  Recipients
are not required to provide any consideration other than services. Company share
awards are subject to certain  restrictions on transfer,  and all or part of the
shares  awarded  may be subject to  forfeiture  upon the  occurrence  of certain
events,  including  employment  termination.  The intrinsic value at the date of
grant related to the shares awarded is generally amortized over three years, the
vesting term of the awards. Compensation expense recorded during the years ended
December 31, 2004,  2003, and 2002 in connection  with the  amortization  of the
award cost was $8,404, $47,119, and $78,292 respectively.

Restricted stock activity is as follows for the years ended December 31:

                                         2004            2003            2002
                                        -------         -------         -------
        Outstanding, January 1           17,019          45,066          75,337
             Issued                          --              --          22,434
             Vested                     (12,128)        (17,204)        (33,107)
             Forfeited                   (2,219)        (10,843)        (19,598)
                                        -------         -------         -------
        Outstanding, December 31          2,672          17,019          45,066
                                        =======         =======         =======

      Stock Options

Stock option activity is as follows for the years ended December 31:

<TABLE>
<CAPTION>
                                               Options                          Weighted-Average Exercise Price
                             ------------------------------------------      ----------------------------------------
                                 2004            2003            2002            2004           2003           2002
                             ----------      ----------      ----------      ----------     ----------     ----------
<S>                           <C>             <C>             <C>            <C>            <C>            <C>
Outstanding, January 1        1,657,432       1,093,157       1,050,024      $     1.81     $     2.45     $     2.55
     Granted                    621,500         747,775         249,300            1.48           1.35           0.96
     Exercised                       --          (3,000)             --              --           1.25             --
     Forfeited                  (90,500)       (180,500)       (206,167)           2.21           4.49           1.86
                             ----------      ----------      ----------      ----------     ----------     ----------

Outstanding, December 31      2,188,432       1,657,432       1,093,157      $     1.71     $     1.81     $     2.45
                             ==========      ==========      ==========      ==========     ==========     ==========
</TABLE>

The  weighted-average  grant-date fair value of options granted during the years
ended December 31, 2004, 2003, and 2002 was $1.48, $1.20 and $0.86 respectively.

Options outstanding and exercisable as of December 31, 2004, are as follows:

<TABLE>
<CAPTION>
                                               Outstanding                                    Exercisable
                           ----------------------------------------------------  -------------------------------------
                                                      Weighted - Average
                                                   ----------------------------
                                                                   Remaining                             Weighted-
 Range of Exercise Prices                          Exercise       Contractual                             Average
                                  Options            Price        Life-Years          Options         Exercise Price
---------------------------  -------------------   -----------   --------------   -----------------   ----------------
<S>                          <C>                   <C>           <C>              <C>                 <C>
            $.60                       255,000     $    0.60             5.43              255,000    $         0.60
       $.93   to     $1.38             588,500          1.21             8.58              456,500              1.24
      $1.43   to     $2.08           1,076,266          1.64             7.83              880,582              1.62
      $2.50   to     $2.88             118,000          2.64             5.93              118,000              2.64
      $3.98   to     $5.38              99,666          4.52             5.48               92,916              4.56
      $6.00   to     $6.75              51,000          6.59             5.21               51,000              6.59
                             -----------------     ----------    -------------    -----------------   --------------
       $.60   to     $6.75           2,188,432     $    1.71             7.48            1,853,998    $         1.74
                             =================     ==========    =============    =================   ==============
</TABLE>
<PAGE>

      Stock Warrants

Stock warrants activity is as follows for the years ended December 31:

<TABLE>
<CAPTION>
                                              Outstanding                               Weighted - Average Exercise Price
                             ---------------------------------------------      -------------------------------------------
                                 2004             2003             2002            2004             2003            2002
                             -----------      -----------      -----------      -----------     -----------     -----------
<S>                          <C>              <C>              <C>            <C>             <C>             <C>
Outstanding, January 1         7,421,874        4,327,396        9,564,450      $      1.83     $      2.05     $      2.37
     Granted                   4,902,658        3,687,447        2,546,690             1.35            1.53            1.46
     Exercised                  (528,891)        (556,881)              --             1.46            1.53              --
     Forfeited                        --          (36,088)      (7,783,744)              --            3.59            2.25
                             -----------      -----------      -----------      -----------     -----------     -----------
Outstanding, December 31      11,795,641        7,421,874        4,327,396      $      1.64     $      1.83     $      2.05
                             ===========      ===========      ===========      ===========     ===========     ===========
</TABLE>

The weighted-average  grant-date fair value of warrants granted during the years
ended December 31, 2004, 2003 and 2002 was $1.16, $1.10 and $1.00, respectively.

Warrants outstanding and exercisable as of December 31, 2004, are as follows:

                                                     Weighted - Average
                                             ----------------------------------
                                                                  Remaining
 Range of Exercise                           Exercise Price      Contractual
      Prices                 Warrants                            Life-Years
----------------------  -------------------  ---------------   ----------------
     $.85 to    $1.25           6,170,185     $        1.17              4.30
    $1.35 to    $2.00           2,545,341              1.63              1.59
    $2.20 to    $3.00           2,521,695              2.25              1.85
    $3.56 to    $5.20             558,420              4.11              1.51
                        -----------------     -------------    --------------
     $.85 to    $5.20          11,795,641     $        1.64              3.06
                        =================     =============    ==============
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

Stock warrants issued for the years ended December 31 were awarded for:

                                    2004          2003          2002
                                 ---------     ---------     ---------
Common stock                       579,799     1,812,259       728,357

Services rendered                  828,278       941,288       103,333

Preferred stock                  3,419,581       145,900       420,000

Debt issuance and guarantees        75,000       788,000     1,295,000
                                 ---------     ---------     ---------

                                 4,902,658     3,687,447     2,546,690
                                 =========     =========     =========

During the year ended  December  31,  2004,  the Company  issued to common stock
investors  579,799 two to five year  warrants with a weighted  average  exercise
price of $2.21.

During the year ended  December 31, 2004,  The Company  issued  828,278 three to
five year  warrants for  services  related to equity  financing  with a weighted
average exercise price of $1.11.

During the year ended December 31, 2004,  the Company issued to preferred  stock
investors  3,419,581 two to five year warrants with a weighted  average exercise
price of $1.26.

During the year ended December 31, 2003,  298,091 warrants were exercised with a
weighted average exercise price of $1.05. Based on the warrant agreements, these
warrants  were  exercised  in lieu of cash  with the  warrant  holder  receiving
141,529 shares of common stock.
<PAGE>

During the year ended December 31, 2003,  the Company  issued 400,000  five-year
warrants with a weighted-average exercise price of $0.85 for services related to
investor  relations.  These  warrants  were valued at  $321,920  using the Black
Scholes  pricing  model.  During  2003,  the Company  issued  541,288  five-year
warrants with a weighted-average exercise price of $1.02 for services related to
equity financing.

During the year ended December 31, 2002,  the Company  issued  103,333  three-to
five-year warrants with a weighted-average  exercise price of $1.56 for services
related to equity financing.

All warrants were recorded at fair value using the Black Scholes pricing model.

The fair value of stock  warrants is the  estimated  present value at grant date
using  the Black  Scholes  pricing  model  with the  following  weighted-average
assumptions:

                                  2004            2003            2002
                            ----------      ----------      ----------
Risk-free interest rate           2.96%           2.37%           3.90%

Expected life               3.35 years       3.4 years       4.5 years
Expected volatility                184%            170%          151.3%
Expected dividend rate               0%              0%              0%
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

NOTE 11 - Income Taxes

The  Company  has  generated   federal  and  state  net   operating   losses  of
approximately  $27,857,000 and  $10,827,000,  respectively,  which, if not used,
will begin to expire in 2005. Future changes in the ownership of the Company may
place limitations on the use of these net operating loss carryforwards.


The Company has  recorded a full  valuation  allowance  against its deferred tax
asset due to the  uncertainty of realizing the related  benefits.  The change in
the valuation  allowance was  $3,329,000,  $1,722,000 and $402,000 for the years
ended December 31, 2004, 2003 and 2002, respectively.

Components of net deferred income taxes are as follows at December 31:

                                                       2004            2003
                                                   ------------    ------------
Deferred income tax assets:

     Net operating loss carryforwards              $ 11,143,000    $  9,387,000
     Goodwill, including impairment                   1,145,000          65,000
     Amortization of intangibles                        559,000              --
     Asset valuation reserves                           577,000         285,000
     Accrued liabilities                                 69,000          55,000
                                                   ------------    ------------

                                                     13,493,000       9,792,000
Less valuation allowance                            (13,203,000)     (9,674,000)
                                                   ------------    ------------
                                                        290,000         118,000
Deferred income tax liabilities - depreciation         (290,000)       (118,000)
                                                   ------------    ------------

Net deferred income tax assets                     $         --    $         --
                                                   ============    ============

Income tax computed at the federal  statutory  rate  reconciled to the effective
tax rate is as follows for the years ended December 31:

                                            2004           2003           2002
                                        --------       --------       --------
Federal statutory tax rate benefits        (35.0)%        (35.0)%        (35.0)%
State tax, net of federal benefit           (5.0)          (5.0)          (5.0)
Change in valuation allowance               36.1           39.6           36.1
Other                                        3.9            0.4            3.9
                                        --------       --------       --------
Effective tax rate                           0.0%           0.0%           0.0%
                                        ========       ========       ========
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

The Company has the following net operating loss carryforwards at December 31,
2004, for income tax purposes:

                                      Federal Net          State Net
            Year of Expiration      Operating Loss      Operating Loss
            ------------------      --------------      --------------

                  2005                    599,000            599,000
                  2007                    501,000            501,000
                  2008                     59,000             57,000
                  2009                     22,000             22,000
                  2011                    595,000            575,000
                  2012                     25,000                  -
                  2018                  1,122,000          1,096,000
                  2019                  1,585,000            992,000
                  2020                  4,839,000          1,587,000
                  2021                  4,726,000          1,435,000
                  2022                  4,353,000          1,230,000
                  2023                  4,275,000          1,239,000
                  2024                  5,156,000          1,494,000
                                   --------------     --------------
                                   $   27,857,000     $   10,827,000
                                   ==============     ==============

Under Internal Revenue Code Section 382,  utilization of federal losses expiring
prior to 2019 are limited to approximately $375,000 each year.

NOTE 12 - Supplemental Cash Flows Information

<TABLE>
<CAPTION>
                                                              2004           2003           2002
                                                           ----------     ----------     ----------
<S>                                                        <C>            <C>            <C>
Cash paid for interest                                     $1,409,095     $  436,061     $  512,167
Noncash investing and financing transactions:
     Property and equipment in lieu of cash for
       accounts receivable                                     61,312             --             --
    Stock options issued for commissions earned                    --             --         53,745
    Issuance of preferred and common stock for
       acquisition of assets                                   57,650         76,500         18,590
    Current liabilities converted to stock                         --        192,690         59,755
    Common stock issued for guarantee of debt                      --             --         14,750
    Purchase of customer lists and equipment
       through payable to Florida Cable                            --        465,000             --
    Notes payable and accrued interest converted
       to common and preferred stock                          637,596        828,172      1,164,882
    Capitalized lease equipment purchases                          --             --        174,986
    Conversion of preferred stock to common stock             776,500         40,000        150,000
    Conversion of preferred stock into note payable                --             --        400,000
    Conversion of note payable into preferred stock            50,000             --             --
    Conversion of preferred stock into short-term debt        500,000             --             --
    Reduction of stock subscription receivable
       related to commission earned on equity
       transactions                                            17,320         36,977         40,563
    Warrants issued related to modifications of
       long-term debt                                              --        208,447        528,650
    Warrants issued for modification of short-term
       debt                                                    68,652             --             --
    Conversion of preferred stock dividends into
       common stock                                           124,618        113,209             --
    Issuance of common stock for acquisition of
       assets - SBC                                           270,152             --             --
    Capital lease assumed in acquisition of
       equipment from SBC                                     187,424             --             --
    Issuance of common stock, short-term debt, and
       long-term debt for acquisition of MDU
                                                            6,660,000             --             --
    Issuance of preferred stock, short-term debt
       and accrued expenses for acquisition of              6,541,849
       Rainbow
    Issuance of common stock and accrued expenses
       for acquisition of assets - 21st Century               364,584             --             --
    Capital lease assumed in acquisition of
       equipment from 21st Century                            372,420             --             --
    Issuance of common stock and contingent
       liability for acquisition of assets - URON,            458,500             --             --
       Inc
    Issuance of common stock for remaining 50%
       ownership of MBUSA                                      39,000             --             --
</TABLE>

NOTE 13 - Retirement Savings Plan

The Company has 401(k) profit sharing plan covering  substantially all full-time
employees. Employee contributions are limited to the maximum amount allowable by
the Internal Revenue Code. The Company made no discretionary  contributions  for
any of the years presented.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

NOTE 14 - Commitments and Contingencies

      Operating leases

Office  space was leased from an LLC which an officer of the Company was partial
owner of through  August 2003.  In addition to basic  monthly rents ranging from
$16,640 to $17,653,  the Company paid building  maintenance  costs,  real estate
taxes and  assessments.  During 2003, the Company  converted  $72,000 of accrued
rent into 7,200  shares of Class C preferred  stock.  At  December  31, 2004 and
2003,  accrued  rent of  $19,500  and  $56,560,  respectively,  was owed to this
related party.  In August 2003, the Company signed a new lease agreement with an
unrelated party.

The Company has various other operating  leases for its corporate  office space,
vehicles and various  equipment  with lease terms  expiring in August 2017.  The
monthly base rents range from $84,321 to $97,910,  net of payments received from
subleases.  In July 2003,  the Company  entered  into an agreement to sublease a
portion of their office space through August 2008 for  approximately  $5,000 per
month.  The  leases  contain  provisions  for  payments  of real  estate  taxes,
insurance and common area costs.

Total  rent  expense  for the  years  ended  December  31,  2004,  2003 and 2002
including  common area costs and real estate taxes was  approximately  $634,000,
$578,000 and  $566,000,  respectively.  Rent  expense  with related  parties for
December  31, 2004,  2003,  2002 was  approximately  $0,  $59,000 and  $462,000,
respectively.

Future minimum rental payments, net of payments received from subleases,  are as
follows for the years ending December 31:

        Year                         Amount
        ----                      -----------
        2005                      $   530,000
        2006                          516,000
        2007                          541,000
        2008                          587,000
        2009                          638,000
     Thereafter                     3,872,000
                                  -----------
                                  $ 6,684,000
                                  ===========

      Legal proceedings

The Company is involved in legal actions in the ordinary course of its business,
including an action brought by Private Investor's Equity Group (PIEG) brought in
the third quarter of 2004, Although the outcome of any such legal actions cannot
be predicted,  management  believes  that there is 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.
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2004, 2003 and 2002

NOTE 15 - Related Party

The Company had revenues from companies that are associated with a director, who
was  elected  to the  board of  directors  during  2003,  of  approximately  $0,
$1,124,000 and $636,000 for the years ended  December 31, 2004,  2003, and 2002,
respectively.  In addition, the Company had accounts receivable outstanding from
these companies of approximately  $140,000,  $142,000,  and $171,000 at December
31, 2004, 2003, and 2002, respectively.

NOTE 16 - Subsequent Events

      Private Placement

On  February 3, 2005,  Multiband  Corporation  completed  a $10 million  private
placement of the company's Series I Convertible Preferred Stock.

The offering was made by Mercator Advisor Group, LLC of Los Angeles, California,
through its designated funds,  Monarch Pointe Fund, Ltd, Mercator Momentum Fund,
LP. Mercator Momentum Fund III, LP., and certain investors.

Under the terms of the preferred  stock  offering,  the Company  issued  100,000
shares of its Series I Convertible  Preferred  Stock in the  aggregate  offering
amount  of $10  million.  The  shares of Series I  Convertible  Preferred  Stock
contain a monthly  dividend that is payable at prime plus 10% through August 31,
2005, at prime rate from September 1, 2005 through August 31, 2006, and at prime
rate plus 1% thereafter.  The preferred  shares are  convertible  into 7,142,858
shares of common stock at the fixed rate of $1.50 per share.  In  addition,  the
investors  received  three-year  warrants to purchase  shares of Common Stock at
exercise  prices of $1.57 and $1.73 per share.  The Company is also  required to
file a registration  statement  providing for the resale of shares issuable upon
the conversion of the Series I Convertible  Preferred Stock and upon exercise of
the warrants.

      Acquisition of Assets

Effective April 1, 2005, the Company  purchased  certain video assets (equipment
and video subscribers) from Ultravision, Inc. for $275,000.
<PAGE>

      Sale of Multiband Business Services segment

Effective  April 1, 2005,  the Company  completed the sale of certain assets and
liabilities  relating to its Multiband  Business  Services (MBS, a/k/a Corporate
Technologies USA) division. The buyer was North Central Equity, LLC ("Buyer").

The  purchase  price  paid  by the  Buyer  was  $2,650,000  which  consisted  of
$1,683,184  in cash at closing,  $366,816 in assumed  vacation  pay and warranty
liabilities, and the balance of $600,000 in a note receivable at 7% interest due
on December 31, 2005. The amount of the note receivable is subject to adjustment
based on certain  representations  and warranties provided by the Company in the
purchase  agreement.  The Company anticipates a reserve of $300,000 against this
note receivable due to uncertainty of collectibility of the note.

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

In conjunction with the sale, the Company reduced its indebtedness to Convergent
Capital $2,000,000.  Estimated gain on sale of MBS Business:

<TABLE>
<S>                                                                           <C>
Sale Price:
      Cash proceeds                                                           $ 1,700,183
      Note receivable, net of reserve of $300,000                                 300,000
      Assumed liabilities                                                         349,817
                                                                              -----------
              Total sale price                                                  2,350,000

Assets sold:
      Inventory, net of reserve                                                 1,053,661
      Property and equipment                                                       60,120
                                                                              -----------
             Net assets sold                                                    1,113,781

Less costs and expenses:
      Broker's fee                                                                100,000
      Sublease for one year at no charge                                          500,000
      Additional estimated free rent related to
        potential inventory adjustment                                            500,000
      Legal and accounting costs                                                   30,000
                                                                              -----------
             Total costs                                                        1,130,000
                                                                              -----------
Net gain on sale                                                              $   106,219
                                                                              ===========
</TABLE>

The  following  are  condensed  statements  of  operations  of the  discontinued
operations:

<TABLE>
<CAPTION>
Statement of Operations                     2004              2003              2002
                                        ------------      ------------      ------------
<S>                                     <C>               <C>               <C>
Revenues                                $ 18,604,855      $ 21,199,303      $ 23,963,748

Cost of sales                             14,564,286        15,067,483        17,618,617
Selling, general and administrative        5,092,867         6,038,823         5,690,015
Depreciation and amortization                345,985           432,366           482,387
Income (loss) from operations             (1,398,283)         (399,369)          172,689
Impairment of goodwill                    (2,748,879)               --                --
Other income (expense)                      (310,158)         (353,587          (165,917)
                                        ------------      ------------      ------------

Net Loss                                $ (4,457,320)     $   (692,956)     $      6,772
                                        ============      ============      ============
</TABLE>
<PAGE>

REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM  ON  SUPPLEMENTARY
INFORMATION

To Stockholders, Board of Directors, and Audit Committee

Multiband Corporation and Subsidiaries
(formerly known as Vicom, Incorporated and subsidiaries)
New Hope, Minnesota

Our  report on our  audits of the basic  consolidated  financial  statements  of
Multiband  Corporation and Subsidiaries  (formerly known as Vicom,  Incorporated
and  subsidiaries)  for the years ended December 31, 2004, 2003 and 2002 appears
on page 1. The  audits  were made for the  purpose  of forming an opinion on the
basic  consolidated  financial  statements taken as a whole.  The  supplementary
information  is  presented  for  purposes of  additional  analysis  and is not a
required part of the basic consolidated  financial statements.  Such information
has been subjected to the auditing procedures applied in the audits of the basic
consolidated  financial  statements and, in our opinion, is fairly stated in all
material  respects in relation to the basic  consolidated  financial  statements
taken as a whole.


                                              /s/ VIRCHOW, KRAUSE & COMPANY, LLP

Minneapolis, Minnesota
March 8, 2005 (except as to Note 16 as
to which the date is April 8, 2005)
<PAGE>

                     MULTIBAND CORPORATION AND SUBSIDIARIES
                    (fka VICOM INCORPORATED AND SUBSIDIARIES)

                        VALUATION AND QUALIFYING ACCOUNTS
                  Years Ended December 31, 2004, 2003 and 2002

<TABLE>
<CAPTION>
                    Column A                               Column B          Column C           Column D             Column E
---------------------------------------------------   -----------------   -------------      --------------       -----------------

                                                                            Additions
                                                                           Charged to
                                                         Balance at         Costs and                               Balance at
                  Description                         Beginning of Year     Expenses           Deductions          End of Year
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                   <C>             <C>                    <C>
ALLOWANCE DEDUCTED FROM ASSET TO WHICH IT APPLIES
Allowance for doubtful accounts receivable:
         2004                                            $   223,000        $   2,000        $                      $  225,000
         2003                                                236,000               --            13,000 (A)            223,000
         2002                                                178,000           58,000                --                236,000
Notes receivable:
         2004                                                     --               --                --                    --
         2003                                                 30,000               --            30,000 (A)                --
         2002                                                     --           30,000                --                30,000
Stock subscriptions and interest receivable
         2004                                                 71,000                                                   71,000
         2003                                                     --           71,000                 --               71,000
         2002                                                     --               --                 --                   --
</TABLE>

   (A) Write-off uncollectible receivables
<PAGE>

Item 9.

Changes in and  Disagreements  with  Accountants  on  Accounting  and  Financial
Disclosure

      None

Item 9A.

Controls and Procedures.

      The  Company,  under the  supervision  and with the  participation  of its
management,  including the Chief Executive Officer,  evaluated the effectiveness
of  the  design  and  operation  of  the  Company's   "disclosure  controls  and
procedures" (as defined in Rule 13a-15(e)  under the Securities  Exchange Act of
1934 (the  Exchange  Act)) as of the end of the period  covered by this  report.
Based  on that  evaluation,  the  Chief  Executive  Officer  concluded  that the
Company's  disclosure  controls and  procedures  are  effective in timely making
known to him  material  information  relating to the  Company and the  Company's
consolidated  subsidiaries  required to be  disclosed in the  Company's  reports
filed or  submitted  under  the  Exchange  Act.  There has been no change in the
Company's  internal  control over financial  reporting  during the quarter ended
December  31, 2004 that has  materially  affected,  or is  reasonably  likely to
materially affect, the Company's internal control over financial reporting.

      Management is aware that there is a lack of  segregation  of duties due to
the small number of employees dealing with general  administrative and financial
matters. However, management has decided that considering the employees involved
and the  control  procedures  in  place,  risks  associated  with  such  lack of
segregation are insignificant and the potential  benefits of adding employees to
clearly  segregate  duties do not  justify  the  expenses  associated  with such
increases.

Item 9B. None

PART III

Item 10.  Directors,  Executive  Officers,  Promoters and Control Persons of the
Registrant

      Information  with respect to the directors  and executive  officers of the
Company  set  forth  under  "Information  Concerning  Directors,   Nominees  and
Executive  Officers" and under "Compliance with Section 16 (a) "in the Company's
definitive  proxy statement for the annual meeting of shareholders to be held on
or about June 30, 2005, is incorporated herein by reference.

Item 11. Executive Compensation

      Information  with  respect  to  Executive  Compensation  set  forth  under
"Executive  Compensation"  in the Company's  definitive  proxy statement for the
annual  meeting  of  shareholders  to be  held  on or  about  June  30,  2005 is
incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      Information  with  respect to  security  ownership  of certain  beneficial
owners and  management,  set forth  under  "Beneficial  Ownership  of  Principal
Shareholders and Management" in the Company's definitive proxy statement for the
annual  meeting  of  shareholders  to be held on or  about  June  30,  2005,  is
incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

      Information   with   respect  to   certain   relationships   and   related
transactions,  set forth under "Information  Concerning Directors,  Nominees and
Executive  Officers" in the Company's  definitive proxy statement for the annual
meeting of  shareholders  to be held on or about June 30, 2005, is  incorporated
herein by reference.

Item 14. Principal Accountant Fees and Services

      The Audit Committee of the Company selected Virchow, Krause & Company, LLP
("Virchow  Krause"),  certified public  accountants with offices in Minneapolis,
Minnesota,  to audit the  Company's  financial  statements  for the years  ended
December 31, 2004,  2003 and 2002. The following  table details the fees paid to
Virchow Krause for the years ended December 31, 2004 and 2003.

                                    2004                 2003
                                    ----                 ----
Audit Fees                       $135,390              $100,929
Audit-Related Fees                 38,950 (3)             2,150 (1)
Tax Fees                           15,540                15,000
All Other Fees                          0                 1,705 (2)
                                 --------              --------

Total                            $188,880              $119,784
                                 ========              ========

(1)   Fees related to review of Form S-3 Filings

(2)   Fees related to miscellaneous research projects

(3)   Fees  related to review of Form S-1  filings,  audits of  acquisition  and
      proforma required by Fork 8-K rules.

      The Company's  Audit committee  consists of Frank Bennett,  Jonathan Dodge
and Donald Miller.  All three are considered audit committee  financial  experts
independent  from managers.  The Company's  current audit committee  charter has
been filed  previously as exhibit 3.5. The audit  committee is  responsible  for
engaging the audit firm and fees related to their services.

      The policy of the Company's  audit  committee is to review and pre-approve
both audit and  non-audit  services to be provided by the  independent  auditors
(other than with de minimis  exceptions  permitted by the  Sarbanes-Oxley Act of
2002). This duty may be delegated to one or more designated members of the audit
committee  with such approval  reported to the  committee at its next  regularly
scheduled  meeting.  Approval  of  non-audit  services  shall  be  disclosed  to
investors  in  periodic  reports  required  by section  13(a) of the  Securities
Exchange Act of 1934. Approximately 95 % of the fees paid to Virchow Krause were
pre-approved by the audit committee.

      No services in connection with appraisal or valuations services,  fairness
opinions  or  contribution-in-kind  reports  were  rendered  by Virchow  Krause.
Furthermore,  no work of Virchow Krause with respect to its services rendered to
the Company was performed by anyone other than Virchow Krause.

Item 15. Exhibits and Financial Statement Schedules.

      A.    Exhibits

            Exhibit  3.5  states  Multiband's  code of  ethics  for  its  senior
            officers. A copy of said code will be provided upon written request.
            Any waivers or amendments to said code will be posted to Multiband's
            website or disclosed in an 8K filing.

            Exhibit 3.6 provides Multiband's Audit committee charter

      Exhibits

See Index to Exhibits on page 51 of this report.
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of Section 13 or Section 15(d) of Securities
Exchange Act of 1934,  the  registrant has duly caused this Amendment No. 1 10-K
Report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                        Multiband Corporation
                                        Registrant


Date: April 21, 2005                    By:   /s/ James L. Mandel
                                              Chief Executive Officer


Date: April 21, 2005                    By:   /s/ Steven M. Bell
                                              Chief Executive Officer
                                              (Principal Financial and
                                              Accounting Officer)

      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.
<PAGE>

INDEX TO EXHIBITS

Exhibit No.    Description

2.1            Asset  Purchase  Agreement  and  related  documents  with  Enstar
               Networking Corporation dated December 31, 1998(1)

2.2            Agreement and Plan of Merger with Ekman,  Inc. dated December 29,
               1999(1)

2.3            Asset Purchase Agreement with Vicom Systems (14)

3.1            Amended and Restated Articles of Incorporation of Vicom, Inc.(1)

3.2            Restated Bylaws of Vicom, Incorporated(1)

3.3            Articles of Incorporation of Corporate Technologies, USA, Inc.(1)

3.5            Audit Committee Charter (9)

4.1            Certificate of Designation of the Relative  Rights,  Restrictions
               and  Preferences of 8% Class A Cumulative  Convertible  Preferred
               Stock  and 10% Class B  Cumulative  Convertible  Preferred  Stock
               dated December 9, 1998(1)

4.2            Form of Warrant Agreement(1)

4.3            Warrant Agreement with James Mandel dated December 29, 1999(1)

4.4            Warrant Agreement with Marvin Frieman dated December 29, 1999(1)

4.5            Warrant Agreement with Pierce McNally dated December 29, 1999(1)

4.6            Warrant Agreement with Enstar, Inc. dated December 29, 1999(1)

4.7            Warrant Agreement with David Ekman dated December 29, 1999(1)

4.8            Certificate of Designation of the Relative  Rights,  Restrictions
               and Preferences of 10% Class C Cumulative Convertible Stock(2)

4.9            Certificate of Designation of the Relative  Rights,  Restrictions
               and Preferences of 14% Class D Cumulative Convertible Stock(2)

4.10           Certificate of Designation of the Relative  Rights,  Restrictions
               and Preferences of 15% Class E Cumulative Convertible Stock(2)

4.11           Securities Purchase Agreement Dated September 18, 2003 (6)

4.12           Secured Convertible Note Agreement (7)

4.13           Wholesale Services Agreement Dated March 4, 2004 (8)

4.14           Note Purchase Agreement (11)

4.15           Series H Preferred Documents (12)

4.16           Series I Preferred Documents (13)

5.1            Opinion of Steven M. Bell, Esq.(6)

10.1           Vicom Lease with Marbell Realty dated June 20, 1996(1)

10.2           Employment Agreement with Marvin Frieman dated October 1, 1996(1)

10.3           Employment Agreement with Steven Bell dated October 1, 1996(1)

10.4           Employment Agreement with James Mandel dated August 14, 1998(1)

10.5           Vicom  Associate  Agreement  with NEC  America,  Inc.  dated June
               1999(1)

10.6           Loan Agreement with Wells Fargo dated June 17, 1999(1)

10.7           Employment Agreement with David Ekman dated December 29, 1999(1)

10.8           Debenture Loan Agreement with  Convergent  Capital dated March 9,
               2000(1)

10.9           Corporate  Technologies,  USA, Inc.  lease with David Ekman dated
               January 19, 2000(1)

10.10          Amendment  dated July 11, 2000 to debenture  loan  agreement with
               Convergent Capital dated March 9, 2000.(2)

10.11          Corporate  Technologies agreement with Siemens dated December 14,
               2001(4)

10.12          Note with Pyramid Trading, L.P. (4)

10.14          Employment Agreement of Steven M. Bell dated January, 1, 2002(5)

10.15          Employment Agreement of James Mandel dated January 1, 2002(5)

10.16          Acquisition Agreement of Minnesota Digital Universe (9)

10.17          Acquisition of Rainbow Satellite Group, LLC (10)

14             Vicom Code of Ethics for Senior Officers (9)

19.1           2000 Non-Employee Director Stock Compensation Plan (3)

19.2           2000 Employee Stock Purchase Plan (3)

21.1           List of subsidiaries of the registrant(1)

23             Consent of Virchow, Krause & Company, LLP (15)

24.1           Power  of  Attorney  (included  on  signature  page  of  original
               registration statement)

31.1           Rule 13a-14 (s)  Certification of Chief Executive Officer - James
               Mandel (15)

31.2           Rule 13a-14 (s) Certification of Chief Financial Officer - Steven
               Bell (15)

32.1           Section 1350 of Sarbanes-Oxley Act of 2002 - James Mandel (15)

32.2           Section 1350of Sarbanes-Oxley Act of 2002 - Steven Bell (15)

(1)   Previously  filed as the same  exhibit  to the  Registrant's  Registration
      Statement on Form 10, as amended.

(2)   Previously  filed  as  the  same  exhibit  to  the  original  Registration
      Statement on Form S-1 filed on August 11, 2000 and  declared  effective on
      August 18, 2000.

(3)   Previously  filed as the same exhibit to  Registrant's  Proxy Statement on
      Form 14A, filed on July 31, 2000.

(4)   Previously  filed  as  the  same  exhibit  to  the  original  Registration
      Statement on Form S-1 filed on August 15, 2001 and  declared  effective on
      August 20, 2001.

(5)   Previously  filed as the same exhibit to Registrant's  Form 10-Q filed May
      15, 2002

(6)   Previously  filed as the  same  exhibit  to  Registrant's  Form 8-K  filed
      September 24, 2003.

(7)   Previously  filed as the  same  exhibit  to  Registrant's  Form 8-K  filed
      December 16, 2003.

(8)   Previously filed as the same exhibit to Registrant's  Form 8-K filed March
      17, 2004.

(9)   Previously filed as the same exhibit to registrants Form 8-K filed June 9,
      2004.

(10)  Previously filed as the same exhibit to registrants form 8-K filed July 9,
      2004.

(11)  Previously  filed as the  same  exhibit  to  registrants  form  8-K  filed
      November 19, 2004.

(12)  Previously  filed as the  same  exhibit  to  registrants  form  8-K  filed
      November 24, 2004.

(13)  Previously  filed as the  same  exhibit  to  registrants  form  8-K  filed
      February 3, 2005.

(14)  Previously filed as the same exhibit to registrants form 8K filed April 6,
      2005 Filed herewith.

(15)  Filed herewith.