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

                                 FORM 10-QSB

 (Mark One)

(x) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                For the quarterly period ended March 31, 2006

( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                              For the transition period from ________ to _____
                              Commission file number _________________________

                               OBN HOLDINGS, INC.
         (Exact name of small business issuer as specified in its charter)

            NEVADA                                       81-0592921
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

           8275 South Eastern Ave., Suite 200; Las Vegas, Nevada 89123
                  (Address of principal executive offices)

                                (702) 435-0544
                          (Issuer's telephone number)


       (Former name, former address and former fiscal year, if changed
                               since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   Yes (x)   No ( )

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                            Yes ( )   No (x)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.            Yes ( )   No ( )

                        APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of May 14, 2006 the
Company had 6,773,804 shares of its $o.001 par value common stock issued and
outstanding.

------------------------------------
Transitional Small Business Disclosure Format (Check one):   Yes ( )    No (x)



<PAGE>


                             OBN Holdings, Inc.


                            INDEX TO FORM 10-QSB


                                                                         PAGE
PART I ---FINANCIAL INFORMATION
  Item 1. Financial Statements
    Consolidated Balance Sheets at March 31, 2006 (Unaudited) and
       June 30, 2005                                                        1
    Consolidated Statements of Operations (Unaudited) for the Three and
       Nine Month Periods Ended March 31, 2006 and 2005                     2
    Consolidated Statements of Cash Flows (Unaudited) for the Nine Month
       Periods Ended March 31, 2006 and 2005                                3
    Notes to Unaudited Consolidated Financial Statements                    4
  Item 2. Management's Discussion and Analysis or Plan of Operations       22
  Item 3. Controls and Procedures                                          31

PART II --- OTHER INFORMATION
  Item 1. Legal Proceedings                                                32
  Item 2. Change in Securities and Use of Proceeds                         32
  Item 3. Unregistered Sales of Equity Securities and Use of Proceeds      32
  Item 4. Submission of Matters to a Vote of Securities Holders            32
  Item 5. Other Information                                                32
  Item 6. Exhibits                                                         32







<PAGE>




PART 1:  FINANCIAL INFORMATION

Item 1.  CONSOLIDATED Financial Statements

                                    OBN Holdings, Inc
                                CONSOLIDATED BALANCE SHEETS

                                                      March 31,      June 30,
                                                        2006          2005
                                                    -----------   -----------
                                                    (Unaudited)
ASSETS

Current assets:
 Cash and cash equivalents                               $3,368        $1,933
 Accounts receivable, net of allowance for doubtful
    accounts of $18,420 and $214,500, respectively           --        18,299
 Other receivables                                          800           801
                                                      ---------     ---------
         Total current assets                             4,168        21,033
                                                      ---------     ---------
Fixed assets, net of accumulated depreciation of
 $16,779 and $1,151, respectively                        46,612         1,349
Broadcast license                                       130,000       130,000
Programming rights, net of accumulated amortization
 of $93,784 and $76,489, respectively                   377,530       418,916
Film library, net of accumulated amortization of
 $62,665 and $22,700, respectively                      295,435        60,400
Website development costs, net of accumulated
 amortization of $70,114 and $60,185, respectively        4,393        14,322
                                                      ---------     ---------
         Total assets                                  $858,138      $646,020
                                                      =========     =========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
 Accounts payable                                      $999,630       746,584
 Accrued payroll and related                          1,240,352     1,019,568
 Deferred revenue                                       162,471        38,175
 Current portion of obligations under capital lease      23,643        47,406
 Programming rights payable                              90,030        90,030
 Notes and accrued interest payable                     144,861       359,765
 Notes and accrued interest payable to related parties  491,304       371,525
                                                      ---------     ---------
         Total current liabilities                    3,152,291     2,673,053


Capital lease obligation, net of current portion         42,720         7,124
                                                      ---------     ---------
         Total liabilities                            3,195,011     2,680,177
                                                      ---------     ---------





Stockholders' deficit:
 Undesignated preferred stock, $0.001 par value;
     20,000,000 shares authorized; no shares issued
     and outstanding                                        ---           ---
 Common stock; $0.001 par value; 50,000,000 shares
    authorized; 6,773,804 and 6,167,804 shares issued
    and outstanding, respectively                         6,774         6,168
 Additional paid-in capital                           4,097,219     3,686,624
 Accumulated deficit                                 (6,440,866)   (5,726,949)
                                                      ---------     ---------
         Total stockholders' deficit                 (2,336,873)   (2,034,157)
                                                      ---------     ---------

                                                       $858,139      $646,020
                                                      =========     =========


See accompanying notes to unaudited consolidated financial statements.



<PAGE>



                             OBN Holdings, Inc.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)

<TABLE>
<CAPTION>

                                   For the Three months    For the Nine months
                                       ended March 31,         ended March 31,
                                   ---------------------    -------------------

                                      2006       2005         2006       2005
                                   ---------   ---------   ---------   ---------

<S>                                <C>         <C>         <C>         <C>
Revenue, net of affiliate costs      $60,172      $5,735    $250,302     $32,930

Cost of sales                         48,600       3,291     230,400      48,343
                                   ---------   ---------   ---------   ---------
  Gross (loss) profit                 11,572       2,444      19,902     (15,413)

General & administrative expenses    196,069     171,148     771,875     735,627
                                   ---------   ---------   ---------   ---------
Loss from operations                (184,494)   (168,704)   (751,973)   (751,040)
                                   ---------   ---------   ---------   ---------

Other income (expense):
 Other income (expense), net            --           200      69,028       1,234
  Interest expense                   (10,711)     (6,448)    (30,971)    (18,640)
                                   ---------   ---------   ---------   ---------
     Total other
       income (expense), net         (10,711)     (6,248)     38,057     (17,406)
                                   ---------   ---------   ---------   ---------

Loss before income taxes           ($195,208) ($174,952)   ($713,916)  ($768,446)

Income taxes                           --         --            --        --
                                   ---------   ---------   ---------   ---------

  Net loss                          (195,208)   (174,952)   (713,916)   (768,446)
                                   =========   =========   =========   =========

Net loss available to common
 shareholders per common share:

 Basic and diluted net loss per
  common share:                     ($0.03)     ($0.03)     ($0.11)     ($0.13)
                                   =========   =========   =========   =========

  Basic and diluted weighted
  average shares outstanding       6,601,915   6,000,725   6,488,340   5,940,701
                                   =========   =========   =========   =========

</TABLE>

See accompanying notes to unaudited consolidated financial statements.



<PAGE>




                           OBN Holdings, Inc.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                      FOR THE NINE MONTHS
                                                         ended March 31,


                                                       2006            2005
                                                    -----------     -----------
                                                    (Unaudited)     (Unaudited)
<S>                                                <C>              <C>
Cash flows from operating activities
  Net loss                                           ($713,916)       ($768,446)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Gain on settlement of debt                         (87,000)             ---
    Impairment of programming rights                    18,092              ---
    Bad debt expense                                    18,420              ---
    Depreciation and amortization                       87,247           62,557
    Shares issued for services                          55,100           53,705
    Changes in operating assets and liabilities:
        Accounts receivable, net                          (120)         (45,675)
        Programming rights                                 ---          400,875
        Accounts payable and accrued expenses          517,205            6,625
                                                    ----------       ----------
          Net cash used in operating activities       (104,973)        (290,359)
                                                    ----------       ----------

Cash flows from financing activities:
  Proceeds from notes payable                           12,500          107,249
  Proceeds from notes payable to related parties       108,105           68,000
  Repayments on notes payable                              ---          (15,000)
  Repayments on notes payable to related parties           ---           (3,500)
  Principal payments under capital lease
       Obligations                                     (14,197)             ---
  Proceeds from issuance of common stock                   ---          146,246
                                                    ----------       ----------
       Net cash provided by financing Activities       106,408          302,995
                                                    ----------       ----------
Net change in cash and cash equivalents                  1,435           12,636

Cash, and cash equivalents beginning of period           1,933            3,493
                                                    ----------       ----------
Cash, and cash equivalents end of period                 3,368          $16,129
                                                    ==========       ==========

</TABLE>
<PAGE>


Supplemental disclosure of cash flow information
   Cash paid during the year for:
         Interest                                   $      ---          $11,910
                                                    ==========       ==========
         Income taxes                               $      ---       $      ---
                                                    ==========       ==========

Supplemental disclosure of noncash investing and
Financing activities:
   Programming right in exchange for
      accounts payable                              $      ---         $176,000
                                                    ----------       ----------
   Payments of accounts payable with common
      Stock                                         $      ---          $49,740
                                                    ----------       ----------
   Purchase of programming rights with
       common stock                                 $      ---          $17,500
                                                    ----------       ----------
   Prepaid expenses with common stock               $      ---          $60,000
                                                    ----------       ----------
   Programming rights in exchange for notes
       Payables                                     $      ---         $237,000
                                                    ----------       ----------
   Purchase of broadcast equipment under capital
       lease                                           $59,322       $      ---
                                                    ----------       ----------
   Shares issued to settle debt                       $150,000       $      ---
                                                    ----------       ----------
   Purchase of film library in exchange for
       deferred revenue                               $275,000       $      ---
                                                    ----------       ----------
   Payments of capital lease with common stock          $6,100       $      ---
                                                    ----------       ----------
   Conversion of accrued salaries to
       Common stock                                   $200,000       $      ---
                                                    ----------       ----------


See accompanying notes to unaudited consolidated financial statements.



<PAGE>




                            OBN HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        March 31, 2006 and 2005



NOTE 1 - MANAGEMENT'S REPRESENTATION

The consolidated financial statements included herein have been prepared by OBN
Holdings, Inc. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain information
normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America has
been omitted pursuant to such rules and regulations.  However, the Company
believes that the disclosures are adequate to make the information presented
not misleading.  In the opinion of management, all adjustments (consisting
primarily of normal recurring accruals) considered necessary for a fair
presentation have been included.

Operating results for the nine-month period ended March 31, 2006 are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2006.  It is suggested that the consolidated financial statements be
read in conjunction with the audited consolidated financial statements and
notes thereto included in the Company's annual report on Form 10-KSB for the
fiscal year ended June 30, 2005.


NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background and Organization

OBN Holdings, Inc. is an entertainment company engaged in television
broadcasting, feature film and television production and distribution, music
production and distribution, and merchandising.

The Company's wholly owned subsidiaries consist of Omni Broadcasting Network,
Inc. ("Omni"), Products on Demand Channel, Inc. ("POD"), All Sports Television
Network, Inc. ("ASTN") and Eclectic Entertainment, Inc. ("Eclectic") (with
Eclectic's wholly owned subsidiaries consisting of Retro Records, Adventures of
Unit 28, L.A. Food Scene and Mini Movie Hour). All inter-company transactions
and balances have been eliminated in consolidation.

Going Concern

As reported in the Report of Independent Registered Public Accounting Firm on
our June 30, 2005 consolidated financial statements, the Company has limited
cash resources, has a working capital deficit and has an accumulated deficit.
These factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.

The Company has not generated significant revenues from operations and has no
assurance of any future revenues.  We incurred a net loss of $713,916 during
the nine months ended March 31, 2006.  The Company has a cash balance of
$3,368 at March 31, 2006.  In addition, at March 31, 2006 our accumulated
deficit was $6,440,866 and we had negative working capital of $3,148,123.
The Company recognizes that it must obtain additional capital for the
eventual achievement of sustained profitable operations.

Management's plans include obtaining additional capital through equity
financing sources and/or the extension of existing debt.   However, no
assurance can be given that additional capital will be available when
required or upon terms acceptable to the Company or that it will
be successful in its efforts to negotiate the extension of its existing debt.
The Company anticipates that unless it is able to raise or generate proceeds
of at least $1,000,000 within the next six months, although operations will
continue, the Company will be unable to fully execute its business plan, which
will result in not growing at the desired rate.  The Company anticipates
raising gross proceeds of at least $3,500,000 through equity financing
sources in the spring of 2006 so the Company can expand its affiliate base,
develop more programming and achieve profitability (see Note 10).

In order to continue as a going concern, management has begun taking the
following steps:


<PAGE>

1)  Increasing the Company's focus on broadcast operations.  Given the
commitment to complete the major production during the fiscal year ended
June 30, 2005, the Company was unable to give this area of business sufficient
attention.  The Company is aggressively developing new television programs for
the Omni Broadcasting Network.  Management is frequently meeting with
independent television producers who have approached the Company with ideas for
shows that they would like to have aired on the network.  The Company expects
the new television programs to attract a greater audience interest, which will
also result in a larger number of affiliate television stations.

2)  Syndicating programs the Company produces whenever possible, given the
success with the Four Tops.    The Company now has a syndicator under contract.
The Company is identifying and creating production and distribution
opportunities for Eclectic Entertainment.  Management is continually developing
new ideas for television programs for airing on the Omni Broadcasting Network,
as well as licensing the programs to other networks.  Additionally, the Company
is currently structuring feature film production and distribution joint
ventures with other independent producers in both the United States and
Europe.

3)  Refocusing programming from infomercials to music series with inserted
short-form advertising for Products on Demand since these formats are more
profitable and predictable.  In addition, the Company will continue marketing
the airtime available on the Products On Demand Channel to independent
television program distributors and small television networks.  Infomercials
will no longer be the primary programming for Products on Demand.

4)  Expanding sales operations to include international distributors, an
outside advertising sales company and a dedicated in-house sales team.  The
Company will continue its efforts to establish sales offices in Asian, African
and other international markets.  The Company has adopted a policy for all
employees to participate in sales activities.  A comprehensive sales training
program is being developed to assist with implementation of this policy.   The
Company has engaged the services of an independent advertising sales company
with established relations with small and medium-sized advertising agencies.

5)  Adopting a revised mission statement with supporting measurable objectives
that will be monitored throughout the year.  This ensures that the Company
remains focused regardless of funding issues.  Moreover, the Company is in the
process of developing its Section 404, Sarbanes Oxley internal control systems.
The policies and procedures that will comprise this system will ensure that the
Company's operations are in compliance with regulatory requirements.

6)  Increasing the awareness of its subsidiaries.  Press releases related to
the Company's broadcast and production operations are being distributed to the
media, and have been published nationally.  The Company has used, and will
continue to use, the services of professional publicists on a project-by-
project basis.

7)  Minimizing expenses.  The Company has kept, and will continue to keep,
tight controls over its expenses, will hire additional staff only as needed,
and when feasible, will continue to have support and production staff provide
services to all of the OBN entities.  Further, the Company has adopted the
policy to never finance major productions on its own.  Instead, the Company
will establish limited liability companies or limited partnerships, and use
investor funding for these types of projects.


Segment Information Reporting

Management measures the Company's performance in two distinct segments:  (1)
Broadcasting Operations for which performance is measured by the number of
consumer households reached (coverage), program ratings, and the types of
advertisers attracted by such coverage and ratings; and (2) Production
Operations, for which performance is measured by distribution sales resulting
from creative talent.  Productions typically require a longer lead-time to
determine success.

A summary of the segments for the three and nine month periods ended March 31,
2006 and 2005 is presented in the tables below:

As of and for the nine months ended March 31, 2006:

<TABLE>
<CAPTION>


                  Broadcasting    Production    Corporate    Reconciling      Total
                   Operations     Operations                   Items

<S>              <C>              <C>          <C>          <C>            <C>
Assets              $790,978        $429,490    $1,832,248   ($2,194,578)    $858,138
Liabilities       (1,629,104)       (631,305)   (1,430,595)      495,993    3,195,013
Revenues, net of
affiliate costs      250,109              -            193            -       250,302
Expenses            (264,122)        (99,630)     (669,494)           -    (1,033,247)
Other Inc(Exp)       (65,400)        (18,292)      152,720            -        69,029
Net Loss            ($79,413)      ($117,922)    ($516,581)           -     ($713,916)


</TABLE>

<PAGE>


As of and for the quarter ended March 31, 2006:


<TABLE>
<CAPTION>

                  Broadcasting    Production    Corporate    Reconciling      Total
                   Operations     Operations                   Items

<S>                <C>            <C>           <C>          <C>           <C>
Revenues, net of
affiliate costs      $60,000              -           172           -         $60,172
Expenses             (71,741)       (32,401)     (151,238)          -        (255,380)
Other Inc (Exp)            -         (1,375)            -           -               -
Net Income (Loss)   ($11,741)      ($32,401)    ($151,066)          -       ($195,208)


</TABLE>

As of and for the nine months ended March 31, 2005:


<TABLE>
<CAPTION

                  Broadcasting    Production    Corporate    Reconciling      Total
                   Operations     Operations                   Items

<S>              <C>              <C>          <C>          <C>            <C>
Assets              $634,041        $575,472    $1,591,315   ($1,884,626)    $916,202
Liabilities       (1,345,594)       (730,466)     (920,549)      495,592   (2,501,017)
Revenues, net of
affiliate costs       30,710          26,472             -       (24,252)      32,930
Expenses            (215,418)       (125,260)     (467,544)       24,252     (783,070)
Other Inc(Exp)       (23,545)       (179,979)      186,118            -       (17,406)
Net Income (Loss)  ($208,253)      ($278,767)    ($281,426)           -     ($768,446)

</TABLE>

As of and for the quarter ended March 31, 2005:

<TABLE>
<CAPTION>

                  Broadcasting    Production    Corporate    Reconciling      Total
                   Operations     Operations                   Items

<S>                 <C>            <C>           <C>         <C>            <C>

Revenues, net of
affiliate costs      ($1,765)         7,500             -           -          $5,735
Expenses             (36,193)       (39,603)      (98,643)          -        (174,439)
Other Inc (Exp)          (88)       (25,000)       18,840           -          (6,248)
Net Income (Loss)   ($38,046)      ($57,103)     ($79,803)          -       ($174,952)


</TABLE>

 (Expenses include operating expenses, interest expense and cost of sales)

Reconciling items consist of intercompany balances.  Revenue reconciling items
are primarily the licensing of program content produced by the production
subsidiaries to the broadcast subsidiaries.  Expense reconciling items is
primarily the allocation of satellite uplink costs to the broadcast
subsidiaries.  Balance sheet reconciling amounts consist primarily of
corporate-level loans to subsidiaries and the elimination of intercompany
receivables/payables.  All revenues are from customers in the United States
and all long-lived assets are located in the United States.

There was $18,420 of outstanding receivables as of March 31, 2006, which has
been fully reserved.  For the nine-month periods ended March 31, 2006 and
2005, sales to the two largest customers totaled approximately 59% and 65% of
revenue, respectively.  For the three-month periods ended March 31, 2006 and
2005, sales to the two largest customers totaled approximately 100% and 99%
of revenue, respectively.

Fixed Assets

Depreciation and amortization of fixed assets are provided using the straight-
line method over the following useful lives:

     Furniture and fixtures          5 years
     Machinery and equipment         3-5 years
     Leasehold improvements          Life of lease


<PAGE>


Maintenance, repairs and minor renewals are charged directly to expense as
incurred.  Additions and betterments to fixed assets are capitalized.  When
assets are disposed of, the related costs and accumulated depreciation and
amortization are removed from the accounts and any resulting gain or loss is
included in operations.

Other Long-Lived Assets

The broadcasting license is discussed in Note 3.  This asset is an intangible
with an indefinite life.

The programming rights assets are discussed in Note 4.  Programming rights are
recorded for the purchase of the right to air programming on the Company's
network.  An asset is recorded for the programming rights when the license
period begins.  These rights are amortized to expense over the expected useful
life of the programming, as the Company has the right to unlimited broadcasting
of the programming.

The film library is discussed in Note 5.  These assets are being amortized over
their estimated useful life of 10 years.

Website development costs are accounted for in accordance with Emerging Issues
Task Force ("EITF") Issue No. 00-2, Accounting for Web Site Development Costs.
Website development costs and the accounting for such costs should be accounted
for under AICPA Statement of Position 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use.  Applicable
website development costs incurred are being amortized over a three-year
period and resulted in amortization expense (included in general and
administrative expenses in the consolidated statements of operations) of
$17 and $9,929 for the three and nine month periods ended March 31, 2006,
respectively.  For the three and nine-month periods ended March 31, 2005,
amortization expenses were $5,625 and $17,055, respectively.

Intangible Assets

The Company has adopted Statement of Financial Accounting Standards ("SFAS")
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 requires that
goodwill and intangible assets that have indefinite useful lives not be
amortized but rather be tested at least annually for impairment, and
intangible assets that have finite useful lives be amortized over their
useful lives. In addition, SFAS No. 142 expands the disclosure requirements
about goodwill and other intangible assets in the years subsequent to their
acquisition.

SFAS No. 142 provides specific guidance for testing goodwill and intangible
assets that will not be amortized (i.e., the Company's broadcast license) for
impairment. The broadcast license is subject to impairment reviews by applying
a fair-value-based test at the reporting unit level, which generally represents
operations one level below the segments reported by the Company.  An impairment
loss will be recorded for any portion of the broadcast license that is
determined to be impaired. The Company performs impairment testing on its
broadcast license at least annually. Based on its analysis, the Company's
management believes that no impairment of the carrying value of its broadcast
license existed at March 31, 2006. There can be no assurance however, that
market conditions will not change or demand for the Company's products and
services will continue which could result in impairment of its broadcast
license in the future.

Impairment of Long-Lived Assets

The Company's management assesses the recoverability of its long-lived assets
by determining whether the depreciation and amortization of long-lived assets
over their remaining lives can be recovered through projected undiscounted
future cash flows.  The amount of long-lived asset impairment is measured
based on fair value and is charged to operations in the period in which l
ong-lived asset impairment is determined by management. During the quarter
ended September 30, 2005 the Company recorded an impairment change of $18,092.
Based on its analysis, the Company believes that no additional impairment of
the carrying value of its long-lived assets existed at March 31, 2006.  There
can be no assurance, however, that market conditions will not change which
could result in additional impairment of its long-lived assets in the future.


Revenue Recognition

Revenue From Licensing TV Programs and Feature Films

The Company has completed several projects that can be licensed, and additional
projects are underway. As projects are completed, the Company will have the
option of airing the TV programs on its own network and/or licensing the
programs to be aired on other networks. Likewise, feature films can be licensed
to foreign markets for distribution. Thus, among the revenue sources are other
networks in the case of TV projects or foreign markets for feature films.

A licensing agreement that specifies the license fee, availability dates and/or
agreement duration is required for all projects licensed. Licensing fees are
typically paid in advance of providing the project to the customer. Upon
receipt of payment, deferred revenue is recorded. Revenue is recognized as
the project is aired over the life of the agreement. The Company does not
recognize revenue for projects that are not completed, even if the licensing
agreement for the project is signed. The revenue is recognized only after both
the production of the product is completed and is aired in accordance with the
signed agreement.

<PAGE>

Revenue Sharing With Program Licensors

Some programs will be obtained by paying a licensing fee. Additionally, some
licenses will be obtained via a cash-plus-barter arrangement, where the Company
airs the program for a contracted number of times and grants the licensor a
negotiated number of unsold advertising slots. SFAS No. 63, "Financial
Reporting by Broadcasters," sets forth accounting and reporting standards
for the broadcast industry. Under a cash-plus-barter arrangement, the Company
recognizes a licensing asset at the estimated fair value of the programming
received. The difference between the cash paid (obligation incurred) for the
license and its fair value is recorded as a liability (deferred barter
revenue), as the license is received before the broadcast of the licensor-
provided commercials. As the licensor-provided commercials are aired, barter
revenue is recognized ratably based on the recorded fair value of the barter
transaction in relation to the total granted licensor-provided commercials.

For cash purchases and revenue sharing, as rights are acquired, the programs
are recorded as assets and are amortized as the programs are aired over the
network. For agreements with unlimited airing of a program the asset is
amortized over the license period (see above).

Revenue from Advertising (and Paid Programming)

Advertising and paid programming revenue are recognized as the
commercials/programs are aired. For small advertisers that must pay for
services in advance, upon receipt of the payment, the signed contract and
the tapes, deferred revenue is recorded. Deferred revenue is recognized as
revenue when the commercial is aired.

Bartering with Affiliate Stations

Under a cash-plus-barter arrangement, the Company provides a specified amount
of cash, the programming content and a specified number of program
advertising slots to affiliate stations.  In exchange the affiliate agrees to
broadcast the program to its subscribers/households. The cash fee paid to
affiliates is recorded as a reduction of revenue as the Company pays this fee
to affiliates in lieu of accepting fewer advertising slots to be sold and
recognized as revenue.  For the nine-month periods ended March 31, 2006 and
2005, affiliate costs totaled $5,311 and $8,079, respectively.

Under a barter agreement, the Company exchanged advertising for sponsorship
rights for a music festival.  The total of services to be provided under the
contract was $100,000.  During the quarter ended December 31, 2005, the
Company recorded the last installment of the advertising revenue and expenses
of $4,000 related to this agreement, based on the number of aired
advertisements.  Cumulative revenue from this barter agreement for the
years 2006 and 2005 were $58,000 and $42,000, respectively.  Nothing was
recorded for the current Qarter.


Accounting for Filmed Entertainment and Television Programming Costs

In accordance with American Institute of Certified Public Accountants Statement
of Position ("SOP") 00-2, Accounting by Producers or Distributors of Films,
filmed entertainment costs will include capitalizable production costs,
overhead and interest costs expected to benefit future periods.  These costs,
as well as participations and talent residuals, will be recognized as
operating expenses on an individual film basis in the ratio that the current
year's gross revenues bear to management's estimate of total ultimate gross
revenues from all sources. Marketing and development costs under term deals
will be expensed as incurred.

Filmed entertainment costs are stated at the lower of unamortized cost or
estimated fair value on an individual film or television series basis.  Revenue
forecasts for both motion pictures and television products are continually
reviewed by management and revised when warranted by changing conditions.  When
estimates of total revenues and other events or changes in circumstances
indicate that a television production has a fair value that is less than
its unamortized cost, a loss will be recognized for the amount by
which the unamortized cost exceeds television production's fair value.


Advertising Costs

Advertising costs are expensed as incurred.  For the quarters ending March 31,
2006 and 2005, the Company's advertising costs were $4,000 and $0,
respectively. For the nine-month periods ended March 31, 2006 and 2005, the
Company's advertising costs were $62,000 and $0, respectively.

Stock-Based Compensation

The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, and EITF Issue No. 96-18, Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction
with Selling Goods or Services. All transactions in which goods or services
are the consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably
measurable.  The measurement date used to determine the fair value of the
equity instrument issued is the earlier of the date on which the third-party
performance is complete or the date on which it is probable that performance
will occur.

<PAGE>

SFAS No. 123 allows an entity to continue to measure compensation cost
related to stock and stock options issued to employees using the intrinsic
method accounting prescribed by Accounting Principles Board Opinion No. 25
("APB 25"), Accounting for Stock Issued to Employees.  Under APB 25,
compensation cost, if any, is recognized over the respective vesting
period based on the difference, on the date of grant, between the fair
value of the Company's common stock and the grant price.  Entities electing
to remain with the accounting method of APB 25 must make pro forma disclosures
of net income and earnings per share, as if the fair value method of
accounting defined in SFAS No. 123 had been applied.

The Company has a stock-based employee compensation plan. The Company will
account for employee options granted under this plan under the recognition
and measurement principles of APB 25, and related interpretations. No stock-
based employee compensation cost is reflected in the consolidated statements
of operations, as all employee warrants previously granted had no intrinsic
value, and no new employee options or warrants were granted for the quarters
ended March 31, 2006 and 2005.  There is also no pro forma impact of these
warrants as they have no fair value under SFAS No. 123.


Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes.  Under the asset and liability method of SFAS
No. 109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases.  Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  Under SFAS
No. 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
A valuation allowance is provided for certain deferred tax assets if it is
more likely than not that the Company will not realize tax assets through
future operations.  The Company is a subchapter "C" corporation and files a
consolidated federal income tax return.  The Company files separate state
income tax returns for California and Nevada.

Basic and Diluted Loss Per Share

The Company has adopted SFAS No. 128, Earnings Per Share (see Note 9).

Basic loss per common share is computed based on the weighted average number
of shares outstanding for the period. Diluted loss per share is computed by
dividing net loss by the weighted average shares outstanding assuming
all dilutive potential common shares were issued. Basic and diluted loss per
share are the same as the effect of stock options and warrants on loss per
share are anti-dilutive and thus not included in the diluted loss per share
calculation. The impact of dilutive convertible debt and stock options and
warrants would not have resulted in an increase in incremental shares for the
three and nine months ended March 31, 2006 and 2005.

Recent Accounting Pronouncements

In December 2004, the FASB issued a revision to SFAS No. 123, "Share-Based
Payment, an amendment of FASB Statements Nos. 123 and 95," (SFAS No. 123R)
that addresses the accounting for share-based payment transactions in which
a Company receives employee services in exchange for either equity instruments
of the Company or liabilities that are based on the fair value of the Company's
equity instruments or that may be settled by the issuance of such equity
instruments.  This statement would eliminate the ability to account for
share-based compensation transactions using the intrinsic method that the
Company currently uses and generally would require that such transactions be
accounted for using a fair-value-based method and recognized as expense in the
consolidated statement of operations.  The effective date of this standard is
for annual periods beginning after December 15, 2005.  The Company has
determined that the adoption of SFAS 123R will result in the Company having
to recognize additional compensation expense related to the options or warrants
granted to employees, and it will have an impact on the Company's net earnings
in the future.  This standard requires expensing the fair value of stock
option grants and stock purchases under employee stock purchase plan.

In December 2004, the Financial Accounting Standards Board issued SFAS No. 153,
"Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29", which
amends Opinion 29 by eliminating 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 is effective for a fiscal year beginning after June 15, 2005, and
implementation is done prospectively.  Management does not expect the
implementation of this new standard to have a material impact on its financial
position, results of operations and cash flows.


<PAGE>


In May 2005, the Financial Accounting Standards Board issued SFAS No. 154,
"Accounting Changes and Error Corrections - a replacement of APB Opinion No.
20 and FASB Statement No. 3."  SFAS No. 154 requires retrospective application
to prior periods' financial statements of changes in accounting principle,
unless it is impracticable to determine either the period-specific effects
or the cumulative effect of the change. SFAS No. 154 also requires that
retrospective application of a change in accounting principle be limited to
the direct effects of the change. Indirect effects of a change in accounting
principle, such as a change in nondiscretionary profit-sharing payments
resulting from an accounting change, should be recognized in the period of
the accounting change. SFAS No. 154 also requires that a change in
depreciation, amortization, or depletion method for long-lived, non-
financial assets be accounted for as a change in accounting estimate
effected by a change in accounting principle. SFAS No. 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. Early adoption is permitted for accounting changes
and corrections of errors made in fiscal years beginning after the date this
Statement is issued. Management does not expect the implementation of this new
standard to have a material impact on the Company's financial position, results
of operations and cash flows.

In March 2005, the SEC released Staff Accounting Bulletin No. 107, "Share-Based
Payment"("SAB 107"), which provides interpretive guidance related to the
interaction between SFAS 123(R) and certain SEC rules and regulations. It also
provides the SEC staff's views regarding valuation of share-based payment
arrangements.  Management is currently evaluating the impact SAB 107 will have
on the Company's consolidated financial statements.

NOTE 3 - BROADCAST LICENSE

The Company has entered into a capital lease agreement for television station
KSSY located in Arroyo Grande, California, which is located in central
California. The lease agreement, which is for a period of three years, requires
the Company to pay the lessor approximately $4,167 per month - resulting in an
annual payment of $50,000. At the end of the third year, when the Company's
payments total $150,000, title will be transferred to the Company for a 95%
interest in the television station. The lease agreement also includes a
provision that if the lessor is prohibited by the Federal Communications
Commission to transfer ownership to the Company, the Company has the right to
lease the television station for an additional ninety-nine years at a rate of
$1 per year.  The Company has the right to pay off the total balance of the
lease at any time, and no penalty will be imposed.

Under the terms of the lease, the Company is responsible for total management
of the station. It has total control over the programming aired on the
station, any and all contractual arrangements and it is the sole recipient of
any revenue generated by the station. Since the Company plans to completely
change the programming content, customer base, overall format and management
of the television station, the only asset of value obtained by the Company as
a result of this transaction is the station's broadcasting license.

For accounting purposes, the capital lease and broadcasting license have been
recorded on the books of the Company at the present value of the future lease
payments (totaling $130,000). The broadcasting license is considered to be an
intangible asset with an indefinite life under SFAS No. 142.  Under SFAS No.
142, this asset is subject to impairment tests at least annually. Revenues and
expenses of the television station are recognized by the Company on an ongoing
basis from the date of the agreement, along with a minority interest
representing the ownership retained in the television station by the seller.

NOTE 4 - PROGRAMMING RIGHTS

Eclectic continues to produce its own programming.  During the three-month
periods ended March 31, 2006 and 2005, there were no production costs,
respectively.  For the nine-month periods ended March 31, 2006 and 2005,
production costs were $0 and $2,570, respectively.  At March 31, 2006
cumulative production costs totaled $66,184.

An agreement exists between Eclectic, The Four Tops, and Lee Tofanelli &
Associates, (the production company), whereby each of the three entities share
one third of the revenue generated from the exploitation of "From The Heart:
The Four Tops 50th Anniversary and Celebration" after Eclectic and the other
parties recoup all of their production expenses.  In addition, Eclectic has
sold 50% of its 1/3 interest in the Four Tops Television Special for $500,000,
which has been recorded as a reimbursement of capitalized programming rights as
the agreement requires the third-party investor to be reimbursed for this
investment as part of Eclectic's production expenses before recoupment.
However, Eclectic retains ownership of all rights. Eclectic's capitalized
programming cost related to this program totaled $300,000 as of March 31, 2006.

OMNI has purchased various programming rights assets totaling $105,130 as of
March 31, 2006.

For the nine months ended March 31, 2006 and 2005, the Company recorded
amortization expense of $17,295 and $32,111, respectively, related to its
programming rights. For the three-month periods ended March 31, 2006 and 2005,
amortization expense was $5,917 and $16,442.


<PAGE>

NOTE 5 - FILM LIBRARY

In January 2004, the Company acquired the name and film library of All Sports
Television Network ("ASTN") in exchange for ASTN's outstanding payable to the
Company of $79,200. The Company began amortizing this library over its
estimated useful life of 10 years in April 2004.

In February 2005, the Company purchased 200 film titles from Crawford
Communications.  The Company recorded a $3,900 increase in film library and a
corresponding increase in programming rights payable.

In September 2005, the Company acquired 550 film titles from Indie Vision
Films, Inc. as payment for purchased advertising time.  The Company recorded
a $275,000 increase in film library and a corresponding increase in deferred
revenues, as the advertisements will be broadcast over future months.
The Company amortizes the film library titles over its estimated useful life
of 10 years.

During the nine-month periods ended March 31, 2006 and 2005, the Company
recorded amortization expense of $39,965 and $6,600, respectively, related
to its film library.  Amortization expenses for the three-month periods ended
March 31, 2006 and 2005 totaled $17,905 and $4,025.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

Revenue Sharing Agreement

On March 15, 2005, the Company entered into a revenue sharing agreement with 3
Alliance Enterprise, Inc. for the broadcast rights of the "Fun" children's
program beginning April 15, 2005 through April 30, 2007.  All advertising and
sponsorship revenues will be shared equally (50/50) between the two parties.
As of March 31, 2006, no revenues had been realized from this agreement.

Capital Lease

In July 2005 the Company entered into a capital lease for editing equipment
that expires in July 2008 with an implicit interest rate of approximately 12%.
The lease calls for monthly payments of $1,841.

Litigation

The Company may become a party to litigation in the normal course of business.
In the opinion of management, there are no legal matters involving the Company
that would have a material adverse effect upon the Company's financial
condition or results of operations.


Indemnities and Guarantees

The Company has made certain indemnities and guarantees, under which it may be
required to make payments to a guaranteed or indemnified party, in relation to
certain transactions. The Company indemnifies its directors, officers,
employees and agents to the maximum extent permitted under the laws of the
State of Nevada. In connection with a certain facility lease and a transponder
agreement, the Company has indemnified its lessor for certain claims arising
from the use of the facilities and transponder capacity. The duration of the
guarantees and indemnities varies, and in many cases is indefinite. These
guarantees and indemnities do not provide for any limitation of the maximum
potential future payments the Company could be obligated to make.
Historically, the Company has not been obligated to make any payments for
these obligations and no liabilities have been recorded for these indemnities
and guarantees in the accompanying consolidated balance sheet.

<PAGE>

NOTE 7 - NOTES PAYABLE

The Company has $424,810 in loans from related parties under 5% promissory
notes, of which $19,060 was advanced to the Company during the three period
ended March 31, 2006. The principal and interest is due and payable on demand.
As of March 31, 2006, the accrued interest on these notes totaled $30,269.

The Company has a loan balance under a 10% promissory note from family members
of the Company's officers totaling $3,500 at March 31, 2006. The note has no
set maturity date, and is payable upon demand.  As of March 31, 2006, the
accrued interest on this note totaled $1,663.

The Company has short-term loans with its executives for a total of $31,063.
The loans have no interest rate and is payable upon demand.

Related party interest expense under these notes for the nine months ended
March 31, 2006 and 2005 was $15,411 and $12,462, respectively.  For the three
month periods ended March 31, 2006 and 2005, related party interest expense was
$7,703 and $5,370, respectively.

At March 31, 2006 the Company had a $5,000 balance of notes payable to a third
party that bears interest at 10%.  The note has no set maturity date, and is
payable upon demand.  As of March 31, 2006, the accrued interest on the note
totaled $1,667.

As of March 31, 2006 the Company has short-term loans with third parties for a
total of $12,500.  The loans have no interest rate and are payable upon demand.

On July 29, 2004 the Company entered into a loan agreement to borrow $62,732,
which net of fees, resulted in net proceeds of $61,875.  The loan is secured by
50,000 shares of the Company's common stock and is payable on July 28, 2007 and
accrues interest at prime plus 4.00% (totaling 11.50% as of March 31, 2006).
Accrued interest on the note totaled $6,032 as of March 31, 2006.

On October 6, 2004, the Company entered into a loan agreement to borrow $55,676
which, net of fees, resulted in net proceeds of $53,025.  The loan is secured
by 150,000 shares of the Company's common stock and is payable on September
24, 2007 plus interest at prime plus 1% (totaling 8.5% as of March 31, 2006).
As of March 31, 2006, the accrued interest on the note totaled $4,762.

As of March 31, 2006, the interest on all non-related notes payable totaled
$15,560.  Interest on non-related party notes payable for the three-month
periods ending March 31, 2006 and 2005 totaled $3,007 and $2,456, respectively.


NOTE 8 - STOCKHOLDERS' EQUITY

Preferred Stock
----------------

The Company has authorized 20,000,000 shares of preferred stock.  As of March
31, 2006, the Company has not designated any series of preferred stock or
entered into any agreements.

Common Stock
-------------

During the nine-month period ended March 31, 2006 a total of 30,000 shares were
granted at between $0.25 and $0.35 per share for legal fees valued at $9,100.
A total of 50,000 shares at $0.20 per share were granted in lieu of $10,000 for
broker fees.   A total of 250,000 shares of Company stock were issued at $0.60
per share (based on the closing price on the respective grant date) to settle
$237,000 of notes payable, resulting in a $87,000 gain.  In addition, 6,000
shares of Company stock was issued at $0.60 per share and 10,000 shares of the
Company's stock at $0.25 per share, based on the closing price on the
respective grant dates, were granted in lieu of $6,100 of KSSY lease payments.
The Company issued 60,000 shares of common stock at $0.60 per share (based on
the closing price on the respective grant date) for satellite uplink services.
Finally, a total of 200,000 shares were issued to executives at $1.00 per
share in accordance with a Board-approved resolution to convert outstanding
accrued salaries.

<PAGE>


NOTE 9 - LOSS PER SHARE

Basic and diluted loss per common share is computed as follows for the nine
months ended March 31, 2006 and 2005:


                                                  Nine Months Ended
                                          ------------------------------------
                                              March 31,           March 31,
                                                2006                2005
                                          ---------------      ---------------
Numerator for basic and diluted
   loss per common share:
     Net loss                                ($713,916)         ($768,446)

Denominator for basic and diluted
   loss per common share
     Weighted average common
      shares outstanding                     6,488,340          5,940,701

Net loss per common share
   available to common
     shareholders                               ($0.11)            ($0.13)




                                                  Three Months Ended
                                          ------------------------------------
                                              March 31,           March 31,
                                                2006                2005
                                          ---------------      ---------------
Numerator for basic and diluted
   loss per common share:
     Net loss                                ($195,208)         ($174,952)

Denominator for basic and diluted
   loss per common share
     Weighted average common
      shares outstanding                     6,601,915          6,000,725

Net loss per common share
   available to common
     shareholders                               ($0.03)            ($0.03)


NOTE 10 - SUBSEQUENT EVENTS

In January 2006, the Company reached a final agreement to sell a 60% interest
in the Company for $3,500,000.  A total of 7,600,000 shares of common stock at
$0.20 per share and 3,500,000 shares of Preferred Class A convertible stock at
$0.57 per share will be issued upon contract signing.  The preferred stock
pays an annual dividend of 4%, has no voting rights, and is convertible into
the Company's common stock on a one-to-one basis.  In addition to receiving
stock, the investor shall receive anti-dilution rights, a seat on the board
of directors, and hold the position of Chairman of the Board.  If the Company
issues additional common stock for sale, the investor has the right, but not
the obligation to purchase an amount of the additional stock equivalent to the
percentage held by the investor at the time of the issuance of the new shares
at the price being offered to the public.

The investor also has the first right of refusal to fund any of the Company's
projects, should the Company elect to secure project financing.  The agreement
was the result of negotiations following receipt of a Letter of Intent in
November 2005 and Board approval at its January 2006 Board meeting.

At the closing and receipt of funds by the Company from the investor of the
$3,500,000, the third party responsible for introducing the Company to the
investor will receive a consulting fee consisting of a cash payment equal to
15% of the amount invested, 500,000 shares of common stock and 500,000 shares
of convertible preferred stock.  The preferred stock pay an annual dividend of
4%, has no voting rights, can be called by the Company after a period of one
year at a price of $1.00 per share by giving the party 30 days prior notice.
The preferred stock is convertible into the Company's common stock on a one-
to-one basis.  The common stock will initially be in the form of unregistered
shares. The Company shall file a registration statement with the Securities and
Exchange Commission.  Once the registration is completed, 170,000 shares of the
third party's stock shall immediately become unrestricted.  After a period of
90 days from the registration, an additional 165,000 shares will become
unrestricted. After a period of 180 days from the registration, the remaining
165,000 shares will become unrestricted.  Should the average trading volume of
the Company's stock exceed 200,000 shares for five consecutive trading days,
restrictions will be lifted from all common stock being held by the third
party.

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OPERATIONS

The Company reached a final agreement in principle for a single investor,
Sheikh Ahmed S. Al Seresry of Saudi Arabia, to purchase a 60% interest in the
Company for $3,500,000.  The agreement was the result of negotiations following
receipt of a Letter of Intent in November 2005 and contract finalization in
March 2006.

After meeting all SEC and NASD requirements, OBN shares were approved for
trading on the OTCBB on May 21, 2004.  We anticipated that Company-owned
sales of OBN stock would commence during the Fall of 2005 and had 1.6 million
shares of stock registered and available for sale to the public, from which we
expected to generate gross proceeds up to $4,000,000.  Unfortunately,
unforeseen market entry activities led management to cancel our initial public
offering in October 2004 prior to the Company receiving anticipated proceeds.
In addition, advertising revenues have been less than forecasted due to
budgetary constraints in our sales effort.  As a result, the Company has not
had the funds to fully implement our business plan.  The Company has funded
limited development of its broadcasting and production operations during the
past eighteen months by incurring additional debt and securing project-specific
investors.  With the receipt of anticipated funds from Sheikh, the Company will
begin full implementation of its business plan.

For broadcast operations, the Company now operates three broadcast networks -
All Sports Television Network, Omni Broadcasting Network and Products on Demand
Channel.  The Company's recently installed in-house master control/playback
system is fully operational, which affords the Company increased flexibility in
programming and advertising insertion.  The system has reduced cost by 84% over
the contracted services previously used.  Moreover, the system provides an
automatic trafficking and billing system.  In September 2005, we added 550
titles to our film library.  We continue to build our affiliate television
station base and have begun to implement our advertiser sales program.

As a result of the announcement that the WB and UPN television networks are
merging in a single network, the Company decided to temporarily suspend it
broadcast operations beginning in March, 2006.  The reason for the suspension
is to restructure its television affiliate base by securing a greater number
of larger television stations that lost there network affiliation through the
WB/UPN merger. Securing the affiliates require obtaining and developing new
content for airing, and eliminating the Company's affiliation with low-power
television stations in the same television markets as the larger stations
being targeted.  Broadcasting is scheduled to resume in August, 2006, which
is the new fall television season. Management believes that this strategy will
accelerate the growth of its broadcast operations because the larger affiliate
base will allow the Company to charge much higher advertising rates.

For production operations, the Company has completed its DVD/CD version of its
Four Tops 50th Anniversary Special.  Worldwide distribution and sales are
scheduled to begin in June 2006.  In addition, the Special will be the focus of
a PBS program.  The Special has received a Telly Award for excellence in
production quality.  The Company began production on its Music on Demand
series, after a successful pilot production.  Further, a Video Music Showcase
series has been completed and is currently being broadcast on Omni.  Three
low-budget "retro horror" feature films - The Creep, Virus Man, and Silver
Angel vs. the Death Zombies - are still in production.  These shows are
scheduled to be aired on Omni during the Summer of 2006.

As mentioned above, the investment funds recently received will allow the
Company to implement its revised business plan.   The plan was enhanced to
account for the accomplishments made during the past year and for recently
established industry relationships.


GENERAL OVERVIEW

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the unaudited balance sheet as of
December 31, 2005, and the unaudited statements of operations and cash flows
for the nine months ended March 31, 2006 and 2005, and the related notes
thereto as well as the audited financial statements of the Company for the
year ended June 30, 2005.  This discussion contains forward-looking
statements based upon current expectations that involve risks and
uncertainties, such as our plans, objectives, expectations and intentions.


<PAGE>


The Company cautions readers that important facts and factors described in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations and elsewhere in this document sometimes have affected, and in the
future could affect, the Company's actual results, and could cause the
Company' s actual results during 2005-06 and beyond to differ materially from
those expressed in any forward-looking statements made by, or on behalf of,
the Company.

Going Concern

As reported in the Report of Independent Registered Public Accounting Firm on
our June 30, 2005 consolidated financial statements, the Company has limited
cash resources, has a working capital deficit and has an accumulated deficit.
These factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.

The Company has not generated significant revenues from operations and has no
assurance of any future revenues.  We incurred a net loss of $713,916 during
the nine months ended March 31, 2006.  The Company has a cash balance of $3,368
at March 31, 2006.  In addition, at March 31, 2006 our accumulated deficit was
$6,440,866 and we had negative working capital of $3,148,129.  The Company
recognizes that it must obtain additional capital for the eventual achievement
of sustained profitable operations.

Management's plans include obtaining additional capital through equity
financing sources and/or the extension of existing debt.   However, no
assurance can be given that additional capital will be available when
required or upon terms acceptable to the Company or that it will be
successful in its efforts to negotiate the extension of its existing
debt.  The Company anticipates that unless it is able to raise or generate
proceeds of at least $1,000,000 within the next six months, although
operations will continue, the Company will be unable to fully execute its
business plan, which will result in not growing at the desired rate.  The
Company anticipates raising gross proceeds of at least $3,500,000 through
equity financing sources in the spring of 2006 so the Company can expand
its affiliate base, develop more programming and achieve profitability.

In order to continue as a going concern, management has begun taking the
following steps:

1)  Increasing the Company's focus on broadcast operations.  Given the
commitment to complete the major production during the fiscal year ended
June 30, 2005, the Company was unable to give this area of business
sufficient attention.   The Company is aggressively developing new television
programs for the Omni Broadcasting Network.  Management is frequently meeting
with independent television producers who have approached the Company with
ideas for shows that they would like to have aired on the network.  The Company
expects the new television programs to attract a greater audience interest,
which will also result in a larger number of affiliate television stations.

2)  Syndicating programs the Company produces whenever possible, given the
success with the Four Tops.  The Company now has a syndicator under contract.
The Company is identifying and creating production and distribution
opportunities for Eclectic Entertainment.  Management is continually
developing new ideas for television programs for airing on the Omni
Broadcasting Network, as well as licensing the programs to other networks.
Additionally, the Company is currently structuring feature film production
and distribution joint ventures with other independent producers in both th
e United States and Europe.

3)  Refocusing programming from infomercials to music series with inserted
short-form advertising for Products on Demand since these formats are more
profitable and predictable.  In addition, the Company will continue marketing
the airtime available on the Products On Demand Channel to independent
television program distributors and small television networks.  Infomercials
will no longer be the primary programming for Products on Demand.

4)  Management is expanding our sales operations to include international
distributors, an outside advertising sales company and a dedicated in-house
sales team.  The Company will continue our efforts to establish sales offices
in Asian, African and other international markets.  The Company has adopted a
policy for all employees to participate in sales activities.  A comprehensive
sales training program is being developed to assist with implementation of
this policy.   The Company has engaged the services of an independent
advertising sales company with established relations with small and medium-
sized advertising agencies.

5)  Adopting a revised mission statement with supporting measurable objectives
that will be monitored throughout the year.  This ensures that the Company
remains focused regardless of funding issues.  Moreover, the Company is in the
process of developing its Section 404, Sarbanes Oxley internal control
systems. The policies and procedures that will comprise this system will ensure
that the Company's operations are in compliance with regulatory requirements.

<PAGE>

6)  Increasing the awareness of its subsidiaries.  Press releases related to
the Company's broadcast and production operations are being distributed to the
media, and have been published nationally.  The Company has used, and will
continue to use, the services of professional publicists on a project-by-
project basis.

7)  Minimizing expenses.  The Company has kept, and will continue to keep,
tight controls over its expenses, will hire additional staff only as needed,
and when feasible, will continue to have support and production staff provide
services to all of the OBN entities.  Further, the Company has adopted the
policy to never finance major productions on its own.  Instead, the Company
will establish limited liability companies or limited partnerships, and use
investor funding for these types of projects.


CRITICAL ACCOUNTING POLICIES

Our Consolidated Financial Statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. We base
our estimates on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the results of which
form the basis of making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our
consolidated financial statements:

Allowance for Doubtful Accounts.  We maintain an allowance for doubtful
accounts for estimated losses resulting from the inability of our customers
to make required payments. The allowance for doubtful accounts is based on
specific identification of customer accounts and our best estimate of the
likelihood of potential loss, taking into account such factors as the
financial condition and payment history of major customers. We evaluate the
collectibility of our receivables at least quarterly.  If the financial
condition of our customers were to deteriorate, resulting in an impairment
of their ability to make payments, additional allowances may be required.
The differences could be material and could significantly impact our operating
results.

Intangible Assets.  We have adopted SFAS No. 142, Goodwill and Other Tangible
Assets.  SFAS No. 142 requires that goodwill and intangible assets that have
indefinite useful lives not be amortized but rather be tested at least
annually for impairment, and intangible assets that have finite useful lives
be amortized over their useful lives.

SFAS No. 142 provides specific guidance for testing goodwill and intangible
assets that will not be amortized for impairment. Goodwill will be subject to
impairment reviews by applying a fair-value-based test at the reporting unit
level, which generally represents operations one level below the segments
reported by us. An impairment loss will be recorded for any goodwill that is
determined to be impaired. We perform impairment testing on all existing
goodwill at least annually.

Impairment of Long-Lived Assets.  We assess the recoverability of our long-
lived assets by determining whether the depreciation and amortization of long-
lived assets over their remaining lives can be recovered through projected
undiscounted future cash flows.  The amount of long-lived asset impairment is
measured based on fair value and is charged to operations in the period in
which long-lived asset impairment is determined by management.

Revenue Recognition.

1) Revenue from licensing TV programs and feature films can come from several
sources.  As projects are completed, we will have the option of airing the TV
programs on our own network and/or licensing the programs to be aired on other
networks. Likewise, feature films can be licensed to foreign markets for
distribution. Thus, among the revenue sources are other networks in the case of
TV projects or foreign markets for feature films.

A licensing agreement that specifies the license fee, availability dates and/or
agreement duration is required for all projects licensed. Licensing fees are
typically paid in advance of providing the project to the customer. Upon
receipt of payment, deferred revenue is recorded. Revenue is recognized as
the project is aired over the life of the agreement.  We do not recognize
revenue for projects that are not completed, even if the licensing agreement
for the project is signed. The revenue is recognized only after both the
production product is completed and in accordance with the product
availability dates in a signed agreement.

<PAGE>

2) Revenue can also result from "revenue sharing" with program licensors.
Some programs will be obtained by paying a licensing fee. Additionally, some
licenses will be obtained via a cash-plus-barter arrangement, where we air
the program for a contracted number of times and, in consideration for the
programming, the licensor receives a specified number of advertising minutes.
SFAS No. 63, Financial Reporting by Broadcasters, sets forth accounting and
reporting standards for the broadcast industry. Under a cash-plus-barter
arrangement, we recognize a licensing asset at the estimated fair value of
the programming received. The difference between the cash paid (obligation
incurred) for the license and its fair value is recorded as a liability
(deferred barter revenue), as the license is received before the broadcast
of the licensor-provided commercials.  As the licensor-provided commercials
are aired, barter revenue is recognized ratably based on the recorded fair
value of the barter transaction in relation to the total granted licensor-
provided commercials.

For cash purchases and revenue sharing, as rights are acquired, the programs
are recorded as assets and are amortized as the programs are aired over the
network. For agreements with unlimited airing of a program the asset is
amortized over the license period.

3) Revenue can be generated from advertising and paid programming.
Advertising and paid programming revenue are recognized as the commercials/
programs are aired.

For small advertisers that must pay for services in advance, upon receipt of
the payment, the signed contract and the tapes, deferred revenue is
recorded. Deferred revenue is recognized as sales when the commercial is
aired.

4) Bartering with affiliate stations could also generate revenue.  Under a
cash-plus-barter arrangement, we provide a specified amount of cash, the
programming content and a specified number of program advertising slots to
affiliate station. In exchange the affiliate agrees to broadcast the program
to its subscribers/households. The cash fee paid to affiliates is recorded as
a reduction of revenue as we pay this fee to affiliates in lieu of accepting
fewer advertising slots to be sold and recognized as revenue.

Deferred Taxes.  We record a valuation allowance to reduce the deferred tax
assets to the amount that is more likely than not to be realized. We have
considered estimated future taxable income and ongoing tax planning strategies
in assessing the amount needed for the valuation allowance. Based on these
estimates, all of our deferred tax assets have been reserved. If actual
results differ favorably from those estimates used, we may be able to realize
all or part of our net deferred tax assets. Such realization could positively
impact our operating results and cash flows from operating activities.


RESULTS OF OPERATIONS

Total revenues, net of affiliate costs, for the Company were $250,302 for the
nine-month period ended March 31, 2006 as compared to $32,930 for the nine-
month period ended March 31, 2005.  The primary source of revenue was from
the Broadcasting Operations segment, which generated $250,109 in revenues, net
of affiliate costs, for the nine-month period, as compared to $30,710 for the
nine-month period ended March 31, 2005.  The increase in revenue was primarily
the result of recognizing deferred revenue from advertising spots sold under
barter exchange agreements.  There were $193 and $0 sales generated from the
corporate leased TV station during the nine-month periods ended March 31,
2006 and 2005, respectively.

Expenses incurred during the nine-month period ended March 31, 2006 totaled
$1,003,247 as compared to $783,070 for the nine-month period ended March 31,
2005.  The increase in expenses was primarily due to satellite uplink expenses
that did not exist during the 2005 fiscal year.  Other income/expenses for the
nine-month period ended March 31, 2006 was income of $69,029 that primarily
represents a gain on extinguishment of debt.  Changes in interest expense and
tax expense are insignificant.  The net loss for the nine-month period ended
March 31, 2006 was $713,916 as compared to a net loss of $768,446 for the nine-
month period ended March 31, 2005.

Results of operations for the nine-month periods ended March 31, 2006 and 2005
are detailed in the charts below.   Included are the assets, liabilities,
revenues, expenses, other income and net income for the two segments and
corporate office.  In addition, the results from accounting consolidation are
presented as reconciling items.

<PAGE>


As of and for the nine months ended March 31, 2006:

<TABLE>
<CAPTION

                  Broadcasting    Production    Corporate    Reconciling      Total
                   Operations     Operations                   Items

<S>              <C>              <C>          <C>          <C>           <C>
Assets              $790,978        $429,490    $1,832,248   ($2,194,578)    $858,138
Liabilities       (1,629,104)       (631,305)   (1,430,595)      495,993    3,195,013
Revenues, net of
affiliate costs      250,109              -            193            -       250,302
Expenses            (264,122)        (99,630)     (669,494)           -    (1,033,247)
Other Inc(Exp)       (65,400)        (18,292)      152,720            -        69,029
Net Income (Loss)   ($79,413)      ($117,922)    ($516,581)           -     ($713,916)

</TABLE>

As of and for the nine months ended March 31, 2005:

<TABLE>
<CAPTION>


                  Broadcasting    Production    Corporate    Reconciling      Total
                   Operations     Operations                   Items

<S>              <C>               <C>         <C>          <C>           <C>
Assets              $634,041        $575,472    $1,591,315   ($1,884,626)    $916,202
Liabilities       (1,345,594)       (730,466)     (920,549)      495,592   (2,501,017)
Revenues, net of
affiliate costs       30,710          26,472             -       (24,252)      32,930
Expenses            (215,418)       (125,260)     (467,544)       24,252     (783,070)
Other Inc(Exp)       (23,545)       (179,979)      186,118            -       (17,406)
Net Income (Loss)  ($208,253)      ($278,767)    ($281,426)           -     ($768,446)

</TABLE>

    *Expenses include operating expenses, interest expense and cost of sales.


Reconciling items consist of inter-company balances.  The revenue and expense
reconciling items primarily represent the purchase of satellite uplink time by
one Company subsidiary from another Company subsidiary.  As of this fiscal
year, the satellite uplink is under a corporate contract and these intercompany
transactions are not necessary.  Balance sheet reconciling amounts consist
primarily of corporate-level loans to subsidiaries and the elimination of
inter-company receivables/payables. All revenues are from customers in the
United States and all long-lived assets are located in the United States.


Broadcasting Operations (Omni, ASTN and POD)

For the nine months ended March 31, 2006, revenues, net of affiliate costs,
from this segment of operations totaled $250,109.  Revenues for the same period
in 2005 were $30,710.  The revenue increase was due to advertising sales
realized under Barter arrangements.  Expenses were $264,122 for the nine
months ended March 31, 2006 as compared to $215,418 for the nine-month
period ended March 31, 2005.  The Increase in expenses was primarily related
to the launching of ASTN during 2006. Among the items expensed during that
period ending March 31, 2006 was $65,954 of accrued salaries.  The net loss
for this segment of operations was $79,413 for the nine months ended March
31, 2006 as compared to a net loss of $208,253 for the same period in 2005.

Production Operations (Eclectic)

Revenues generated in this segment of operations totaled $0 for the nine
months ended March 31, 2006 as compared to $26,472 during the same period in
2005.  This segment incurred $99,630 of expense during the period compared to
$125,260 in 2005.  The decreases in both revenues and expenses were due to
decreased production activity because the Company's funding was not in place.
Expenses included $65,964 of accrued salaries.  Other expense for the nine-
month period ending March 31, 2006 was $18,292 compared to $179,979 during
the same period of 2005.  The majority of other expense was the write off of
terminated programming rights. The net loss for this segment was $117,922 for
the nine months ended March 31, 2006 as compared to a loss of $278,767 for the
period in 2005.

<PAGE>

OBN Corporate

Revenues generated from OBN corporate operations totaled $193 during the
nine months ended March 31, 2006 as compared to $0 of revenue during the same
period of 2005.  The expenses incurred by OBN corporate were $669,494 for the
nine months ended March 31, 2006 as compared with $467,544 in 2005.  The
increase in expenses was due to satellite uplink expenses that were not
incurred in the prior year.  Expenses for the nine-month period ending March
31, 2006 included $142,324 of accrued salary expenses, $230,400 of satellite
uplink services and $78,922 of KSSY operational costs.  Other income
totaling $152,720 was recognized during the period, which included an
$87,000 gain from the extinguishment of an outstanding debt.  The net
loss for OBN corporate was $516,581 during the period ended March 31,
2006 as compared to a net loss of $281,426 for the same period in 2005.

Three-Month Period Ended March 31, 2006 as Compared to March 31, 2005

Revenue for the three-month periods ending March 31, 2006 and 2005 totaled
$60,172 and $5,735, respectively.  Revenue increase was the result of
additional advertising sales under barter arrangements.  Expenses for
the three-month periods ending March 31, 2006 and 2005 were $255,380
and $174,439, respectively.  The expense increase was the result of additional
satellite uplink expenses.  Expenses for the three-month period ending March
31, 2006 included $91,418 of accrued salaries, $48,600 of satellite
uplink expenses and $15,866 for KSSY operations. For the three-month
period ending March 31, 2006 and 2005, the net loss was $195,208
and $174,952, respectively.

Results of operations for the three-month periods ended March 31, 2006 and
2005 are detailed in the charts below.   Included are the revenues, expenses,
other income and net income for the three segments and corporate office.  In
addition, the results from accounting consolidation are presented as
reconciling items.


As of and for the quarter ended March 31, 2006:

<TABLE>
<CAPTION>

                  Broadcasting    Production    Corporate    Reconciling      Total
                   Operations     Operations                   Items
<S>               <C>            <C>           <C>            <C>          <C>
Revenues, net of
affiliate costs      $60,000              -           172           -         $60,172
Expenses             (71,741)       (32,401)     (151,238)          -        (255,380)
Other Inc (Exp)            -         (1,375)            -           -               -
Net Income (Loss)   ($11,741)      ($32,401)    ($151,066)          -       ($195,208)
</TABLE>

As of and for the quarter ended March 31, 2005:


<TABLE>
<CAPTION>

                  Broadcasting    Production    Corporate    Reconciling      Total
                   Operations     Operations                   Items

<S>                <C>            <C>           <C>            <C>         <C>
Revenues, net of
affiliate costs      ($1,765)         7,500             -           -          $5,735
Expenses             (36,193)       (39,603)      (98,643)          -        (174,439)
Other Inc (Exp)          (88)       (25,000)       18,840           -          (6,248)
Net Income (Loss)   ($38,046)      ($57,103)     ($79,803)          -       ($174,952)
</TABLE>

 (Expenses include operating expenses, interest expense and cost of sales)

Broadcasting Operations (Omni, ASTN and POD)

For the three months ended March 31, 2006, revenues, net of affiliate costs,
from this segment of operations totaled $60,000.  Revenues for the same
period in 2005 were ($1,765).  The revenue increase was a result of
advertising sales being recognized under barter arrangements.  Expenses
were $71,741 for the three months ended March 31, 2006 as compared to
$36,193 for the three-month period ended March 31, 2005.  Broadcast expenses
increased due to the operations of ASTN, which was launched during this
fiscal year.  Among the items expensed during that period ending March 31,
2006 was $21,988 of accrued salaries.  The net loss for this segment of
operations was $11,741 for the three months ended March 31, 2006 as compared
to a net loss of $38,046 for the same period in 2005.

Production Operations (Eclectic)

Revenues generated in this segment of operations totaled $0 for the three
months ended March 31, 2006 as compared to $7,500 during the same period in
2005.  This segment incurred $32,401 of expense during the period compared to
$39,603 in 2005.  Expenses included $21,988 of accrued salaries.  The net
loss for this segment was $32,401 for the three months ended March 31, 2006
as compared to a loss of $57,103 for the period in 2005.

<PAGE>

OBN Corporate

Revenues generated from OBN corporate operations totaled $172 during the three
months ended March 31, 2006 as compared to $0 of revenue during the same period
of 2005.  The expenses incurred by OBN corporate were $151,238 for the three
months ended March 31, 2006 as compared with $98,643 in 2005.  Corporate
expenses increased as a result of additional satellite uplink expenses.
Expenses for the three-month period ending March 31, 2006 included $47,442
of accrued salary expenses, $48,600 of satellite uplink services and $24,579
of KSSY operational costs.  The net loss for OBN corporate was $151,066 during
the period ended March 31, 2006 as compared to a net loss of $79,803 for the
same period in 2005.


LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2006 the Company's current liabilities of $3,152,291 exceed
current assets of $4,168 by $3,148,123.  Approximately 39% of current
liabilities represent accrued payroll for executives who have opted to defer
taking salaries until the needed funding is received. A portion of the payroll
shall be paid once a private stock sale is completed (See Note 10).  At the
board of directors meeting held January 10, 2006, the outside directors
approved a resolution allowing executives who have deferred their salaries
to convert any or all amounts due that exceed $50,000.  The conversion price
is $1.00 per share, or market value of the common stock, whichever is
greater.  As a result, $200,000 of of accrued salaries were converted into
200,000 shares.

The Company has two capital lease expenditure commitments.  There is a capital
lease of KSSY, television station located in California for $4,166 per month
for three years, after which time OBN has the option to acquire 95% ownership
in the station, provided the Federal Communications Commission approves the
transfer. In July, 2005, the Company entered into a capital lease for broadcast
master control and play back equipment for $1,841 per month for three years,
after which time OBN has the option to purchase the equipment for one dollar.

All other expenses are variable, and we match them to the availability of
funds. The station and broadcast equipment leases will be paid from funds
generated from operations.  Other details concerning the KSSY lease and the
broadcast equipment lease are contained in the footnotes 3 and 6 to the
consolidated financial statements in this document.

Management's plans to address the Company's liquidity issues include
obtaining additional capital through equity financing sources and/or the
extension of existing debt.  However, no assurance can be given that
additional capital will be available when required or upon terms acceptable
to the Company or that it will be successful in its efforts to negotiate the
extension of its existing debt. The Company anticipates that unless it is
able to raise or generate proceeds of at least $1,000,000 within the next
six months, although operation will continue, the Company will be unable to
fully execute its business plan, which will result in not growing at the
desired rate.  The Company anticipates raising gross proceeds of $3,500,000
through equity financing sources and anticipates implementing its business
plan to expand its affiliate base, develop more programming and
achieve profitability.

See the Going Concern section for management's plans to address the Company's
liquidity issues.

FORWARD LOOKING STATEMENTS

Certain statements in this report are forward-looking statements within the
meaning of the federal securities laws. Although the Company believes that the
expectations reflected in its forward-looking statements are based on
reasonable assumptions, there are risks and uncertainties that may cause
actual results to differ materially from expectations.

<PAGE>

Item 3.  CONTROLS AND PROCEDURES

An evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures (as define in Rule 131-15(e) and 15d-15(c)
under the Securities Exchange Act of 1934 is routinely conducted.

  (a) Evaluation of Disclosure Controls and Procedures.  The Company carried
out an evaluation under the supervision and with the participation of the
Company's management, including the Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO) of the effectiveness of the Company's disclosure"
controls and procedures.  Based upon that evaluation, the CEO and CFO
concluded that the design and operations of these disclosure controls
and procedures were effective. Our disclosure controls and procedures were
effective in timely alerting them to the material information relating to
the Company's (or the Company's consolidated subsidiaries) required to be
included in the Company's periodic filing with the SEC, subject to the
various limitations on the effectiveness set forth below. Information
relating to the Company, required to be disclosed in SEC reports is
recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms, and is accumulated and communicated to
the Company's management, including our CEO and CFO, as appropriated to
allow timely decisions regarding required disclosure.

  (b) Changes in Internal Control over Financial Reporting.  There has been no
change in the Company's internal control over financial reporting that occurred
during the fiscal quarter ended March 31, 2006 that has materially affected, or
is reasonably likely to materially affect, the Company's internal control over
financial reporting.

Limitations on the Effectiveness of internal controls

The Company's management, including the CEO and CFO, does not expect that our
disclosure controls and procedures or our internal controls over financial
reporting will necessarily prevent all fraud and material error.  An internal
control system, no mater how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met.  Further, the design of the control system must reflect the fact that
there are resource constraints and the benefits of controls must be considered
relative to their costs.  Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected.  These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
effort or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the internal control.  The design of any system of controls also
is based in part upon certain assumptions about the likelihood of future events
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.  Over time, control may
become inadequate because of changes in conditions, and/or the degree of
compliance with the policies or procedures may deteriorate.

<PAGE>


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

A total of 30,000 shares were granted at between $0.25 and $0.35 per share for
legal fees valued at $9,100.  A total of 50,000 shares at $0.20 per share were
granted in lieu of $10,000 for broker fees.  A total of 200,000 shares were
issued to Company executives at $1.00 per share as conversion of accrued
salaries.  A total of 10,000 shares were issued at $0.25 as payment of KSSY
lease payment.

The above issuances were unregistered, as the Company was relying on the
exemptions from registration contained in Section 4(2) of the Securities
Act, and Regulation D promulgated thereunder, on the basis that such
transactions did not involve public offerings of securities.


Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information.

None

Item 6.  Exhibits

 (31.1)  Certification of Chief Executive Officer pursuant to Rule-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

 (31.2)  Certification of Chief Financial Officer pursuant to Rule 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

 (32.1) Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.


<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

OBN HOLDINGS, INC
(Registrant)

Dated:  May 14, 2006       	  By: /s/ Roger Neal Smith
                                ------------------------------
                                Roger Neal Smith
                                Chief Executive Officer



<PAGE>