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

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended March 31, 2005

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _________to _____________


                        Commission File Number 000-51021


                               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 of 1934 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 [ ]

     As of May 14, 2005 the Company had 6,055,501 shares of its $.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, 2005 (Unaudited)
          and June 30, 2004                                                   3

         Consolidated Statements of Operations (Unaudited) for the
          Three and Nine Month Periods Ended March 31, 2005 and 2004          4

         Consolidated Statements of Cash Flows (Unaudited) for the
          Nine Month Periods Ended March 31, 2005 and 2004                    5

         Notes to Unaudited Consolidated Financial Statements                 6

    Item 2. Management's Discussion and Analysis or Plan of Operation        16

    Item 3. Controls and Procedures                                          24

PART II ---   OTHER INFORMATION

    Item 1. Legal Proceedings                                                25

    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds      25

    Item 3. Defaults Upon Senior Securities                                  25

    Item 4. Submission of Matters to a Vote of Securities Holders            25

    Item 5. Other Information                                                25

    Item 6. Exhibits                                                         25

<PAGE>
<TABLE>
<CAPTION>

PART 1:  FINANCIAL INFORMATION

Item 1.  CONSOLIDATED Financial Statements

                                    OBN Holdings, Inc.
                           CONSOLIDATED BALANCE SHEETS


                                                                      March 31,       June 30,
                                                                         2005           2004
                                                                     ------------   ------------
                                                                     (Unaudited)
<S>                                                                  <C>            <C>
ASSETS

Current assets:
    Cash and cash equivalents                                        $     16,129   $      3,493
    Accounts receivable                                                    45,675             --
    Prepaid satellite uplink expenses                                      60,000             --
                                                                     ------------   ------------
         Total current assets                                             121,804          3,493
                                                                     ------------   ------------

Fixed assets, net of accumulated depreciation of $944
  and $0, respectively                                                      1,556          2,500
Broadcast license                                                         130,000        130,000
Programming rights, net of accumulated amortization
   of $68,855 and $43,342, respectively                                   542,050         41,287
Film library, net of accumulated amortization of $18,545
  and $6,600, respectively                                                 64,555         72,600
Website development costs, net of accumulated amortization
  of $52,920 and $35,865, respectively                                     20,007         37,062
Deposits                                                                   36,230         36,230
                                                                     ------------   ------------
                                                                          794,398        319,679

                                                                     ------------   ------------
         Total assets                                                $    916,202   $    323,172
                                                                     ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable                                                 $    814,552   $    532,147
    Accrued payroll and related                                           892,992        554,050
    Deferred revenue                                                       25,000             --
    Current portion of capital lease obligations                           11,200         43,328
    Programming rights payable                                             90,030         80,030
    Notes and accrued interest payable                                    358,751         21,210
    Notes and accrued interest payable to related parties                 253,962        181,437
                                                                     ------------   ------------

         Total current liabilities                                      2,446,487      1,412,202

Capital lease obligation, net of current portion                           54,530         54,530
                                                                     ------------   ------------

         Total liabilities                                              2,501,017      1,466,732
                                                                     ------------   ------------

Commitments and Contingencies

Stockholders' (deficit) equity:
    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; 6,055,501 and 5,822,752 shares issued
      and outstanding, respectively                                         6,056          5,822
    Additional paid-in capital                                          3,608,432      3,281,475
    Accumulated Deficit                                                (5,199,303)    (4,430,857)
                                                                     ------------   ------------

         Total stockholders' equity (deficit)                          (1,584,815)    (1,143,560)
                                                                     ------------   ------------

                                                                     $    916,202   $    323,172
                                                                     ============   ============
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                     Page 3
<PAGE>
<TABLE>
<CAPTION>

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

                                       For the three months           For the nine months
                                          ended March 31                ended March 31
                                   --------------------------    --------------------------

                                       2005           2004           2005           2004
                                   -----------    -----------    -----------    -----------
<S>                                <C>            <C>            <C>            <C>
Revenue, net of affiliate costs    $     5,735    $    (8,349)   $    32,930    $    27,484

Cost of sales                            3,291        113,491         48,343        357,542
                                   -----------    -----------    -----------    -----------

  Gross (loss)profit                     2,444       (121,840)       (15,413)      (330,058)

Operating expenses:
   General and administrative          171,148        175,587        735,627        743,115
                                   -----------    -----------    -----------    -----------

Loss from operations                  (168,704)      (297,427)      (751,040)    (1,073,173)
                                   -----------    -----------    -----------    -----------
Other income (expense):
  Other income                             200             82          1,234          1,396
  Interest expense                      (6,448)        (6,850)       (18,640)       (17,405)
                                   -----------    -----------    -----------    -----------

     Total other expense, net           (6,248)        (6,768)       (17,406)       (16,009)
                                   -----------    -----------    -----------    -----------

Loss before income taxes              (174,952)      (304,195)      (768,446)    (1,089,182)

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

  Net loss                         $  (174,952)   $  (304,195)   $  (768,446)   $(1,089,182)
                                   ===========    ===========    ===========    ===========
Net loss available to common
  stockholders per common share:

  Basic and diluted net loss per
  common share                     $     (0.03)   $     (0.05)   $     (0.13)   $     (0.19)
                                   ===========    ===========    ===========    ===========
  Basic and diluted weighted
  average shares outstanding         6,000,725      5,785,360      5,940,701      5,777,173
                                   ===========    ===========    ===========    ===========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                     Page 4
<PAGE>
<TABLE>
<CAPTION>

                               OBN Holdings, Inc.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                            FOR THE NINE MONTHS
                                                              Ended March 31,
                                                        --------------------------
                                                            2005           2004
                                                        -----------    -----------
                                                        (Unaudited)    (Unaudited)
<S>                                                     <C>            <C>
Cash flows from operating activities:
   Net loss                                             $  (768,446)   $(1,089,182)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Depreciation and amortization                         62,557        110,547
       Bad debt provision                                        --        200,000
       Shares issued for services                            53,705             --
       Changes in operating assets and liabilities:
          Accounts receivable, net                          (45,675)       (96,475)
          Programming rights                                400,875             --
          Deposits                                               --           (170)
          Accounts payable and accrued expenses               6,625        646,070
          Payments on programming rights payable                 --        (22,780)
                                                        -----------    -----------

            Net cash used in operating activities          (290,359)      (251,990)
                                                        -----------    -----------
Cash flows from investing activities:
   Purchase of fixed assets                                      --         (1,000)
   Proceeds on sale of equipment                                 --           (600)
                                                        -----------    -----------

     Net cash used in investing activities                       --         (1,600)
                                                        -----------    -----------
Cash flows from financing activities:
   Proceeds from notes payable, net of issuance costs       107,249         68,500
   Proceeds from notes payable to related parties            68,000        120,000
   Repayments on notes payable                              (15,000)            --
   Repayments on notes payable to related parties            (3,500)        (3,512)
   Principal payments under capital lease obligation             --        (59,676)
   Proceeds from issuance of common stock                   146,246        110,100
                                                        -----------    -----------

     Net cash provided by financing activities              302,995        235,412
                                                        -----------    -----------

Net change in cash and cash equivalents                      12,636        (18,178)

Cash, and cash equivalents beginning of period                3,493         28,795
                                                        -----------    -----------

Cash, and cash equivalents end of period                $    16,129    $    10,617
                                                        ===========    ===========
Supplemental disclosure of cash flow information:
   Cash paid during the period for:
         Interest                                       $    11,910    $     3,896
                                                        ===========    ===========
         Income taxes                                            --             --
                                                        ===========    ===========
Supplemental disclosure of noncash investing and
  financing activities:
   Purchase of property/equipment from capital lease             --    $   130,000

   Programming rights in exchange for rights payables   $   176,000    $   103,880
                                                        -----------    -----------
   Accounts receivables converted to film library                --    $    78,600
                                                        -----------    -----------
   Payments of accounts payable and capital lease
      obligation with common stock                      $    49,740             --
                                                        -----------    -----------
   Purchase of programming rights with common stock     $    17,500             --
                                                        -----------    -----------
   Prepaid expenses paid with common stock              $    60,000             --
                                                        -----------    -----------
   Programming rights in exchange for notes payable     $   237,000             --
                                                        -----------    -----------
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                     Page 5
<PAGE>

                               OBN HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
     For The Three and Nine Months Ended March 31, 2005 and March 31, 2004

NOTE 1 - MANAGEMENT'S REPRESENTATION

The 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
the 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 three-month and nine-month periods ended March 31,
2005 are not necessarily indicative of the results that may be expected for the
year ending June 30, 2005. It is suggested that the financial statements be read
in conjunction with the audited financial statements and notes thereto included
in the Company's 10-KSB for the fiscal year ended June 30, 2004.

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background and Organization

OBN Holdings, Inc. (the "Company") 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 intercompany transactions and
balances have been eliminated in consolidation.

Going Concern

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. The
Company has not generated significant revenues from operations and has no
assurance of any future revenues. The Company incurred a net loss of $768,446
during the nine month period ended March 31, 2005. It has a cash balance of
$16,129 at March 31, 2005. In addition, at March 31, 2005, the Company's
accumulated deficit was $5,199,303 and the Company had negative working capital
of $2,324,683. These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Management's plans include obtaining additional capital through equity or debt
financing sources, or the extension of existing debt. However, no assurance can
be given that additional capital, if needed, will be available when required or
upon terms acceptable to us, or that we will be successful in our efforts to
negotiate the extension of our existing debt. We anticipate that unless we are
able to raise funds from the sale of OBN shares or generate revenues of at least
$2,000,000 within the next six months, although operations will continue, we
will be unable to fully execute our business plan, which will result in us not
growing at our desired rate. Should this situation occur, management is
committed to operating on a smaller scale until generated revenues can support
expansion.

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

1)   The Company is aggressively developing and licensing new television
     programs for Omni. Management is continually meeting with independent
     television producers who have approached the Company with ideas for shows

                                     Page 6
<PAGE>


                               OBN HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
     For The Three and Nine Months Ended March 31, 2005 and March 31, 2004



     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)   The Company is identifying and creating production and distribution
     opportunities for Eclectic. The Company is continually developing new ideas
     for television programs for airing on Omni as well as licensing the
     programs to cable 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)   The Company is marketing the airtime available on POD to independent
     television program distributors and small television networks.

4)   The Company has hired additional sales and marketing people to secure
     advertising and sponsorship revenue for the programs being aired by Omni.
     The people recently hired have successfully sold advertising time for small
     and startup television networks.

5)   The Company is continually increasing the number of affiliate television
     stations that will broadcast programming aired on both Omni and POD. The
     increased number of households being reached by the broadcasts will result
     in the Company being able to increase the amount charged for advertising on
     the networks.

6)   The Company is taking steps to increase the awareness of its subsidiaries.
     Press releases related to Omni and Eclectic 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)   The Company is currently developing relationships with strategic partners
     worldwide to increase its visibility and to create additional sources of
     funding and revenue.

8)   The Company has, and will continue to keep, tight controls over it
     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.

9)   The Company is currently seeking new merchandise to sell through its
     broadcast and internet outlets.

10)  The Company is continually exploring new technologies to distribute its
     programming.

Segment Information Reporting

Management measures the Company's performance in three distinct segments: (1)
Prime Time Broadcasting, which will be measured by the number of consumer
households reached (coverage) and program ratings, and the types of advertisers
attracted by such coverage and ratings; (2) TV and Film Production, which
requires creative talent and has a longer lead time to determine success; and
(3) Infomercial-Paid Programming Broadcasting, which is measured based on
traditional selling techniques and metrics.

A summary of the segments as of March 31, 2005 and 2004 and for the three and
nine-month periods ended March 31, 2005 and 2004 is presented in the tables
below:

                                     Page 7
<PAGE>

                               OBN HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
     For The Three and Nine Months Ended March 31, 2005 and March 31, 2004



<TABLE>
<CAPTION>

As of and for the nine months ended March 31, 2005
---------------------------------------------------------------------------------------------------------------
                                                      Infomercial-
                                                         Paid
                         Prime Time     TV & Film     Programming                   Reconciling
                        Broadcasting    Production    Broadcasting     Corporate       Items           Total
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
<S>                     <C>            <C>            <C>            <C>            <C>            <C>
Assets                  $    535,845   $    575,472   $     98,196   $  1,591,315   $ (1,884,626)  $    916,202
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Liabilities                 (782,840)      (730,466)      (562,754)      (920,549)       495,592     (2,501,017)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Revenues, net
of affiliate
costs                         22,152         26,472          8,558             --        (24,252)        32,930
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Costs and Expenses          (167,668)      (125,260)       (47,750)      (467,544)        24,252       (783,970)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Other Inc/Exp                (18,745)      (179,979)        (4,800)       186,118             --        (17,406)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Loss                        (164,261)      (278,767)       (43,992)      (281,426)            --       (768,446)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
</TABLE>
<TABLE>
<CAPTION>

For the quarter ended March 31, 2005
---------------------------------------------------------------------------------------------------------------
                                                      Infomercial-
                                                         Paid
                         Prime Time     TV & Film     Programming                   Reconciling
                        Broadcasting    Production    Broadcasting     Corporate       Items           Total
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
<S>                     <C>            <C>            <C>            <C>            <C>            <C>
Revenues, net
of affiliate
costs                   $     (2,100)  $      7,500   $        335             --             --   $      5,735
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Costs and Expenses           (30,921)       (39,603)        (5,272)       (98,643)            --       (174,439)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Other Inc/Exp                    (88)       (25,000)             0         18,840             --         (6,248)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Loss                         (33,109)       (57,103)        (4,937)       (79,803)            --       (174,952)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
</TABLE>
<TABLE>
<CAPTION>

As of and for the nine months ended March 31, 2004
---------------------------------------------------------------------------------------------------------------
                                                      Infomercial-
                                                         Paid
                         Prime Time     TV & Film     Programming                   Reconciling
                        Broadcasting    Production    Broadcasting     Corporate       Items           Total
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
<S>                     <C>            <C>            <C>            <C>            <C>            <C>
Assets                  $    474,832   $     19,671   $    108,847   $  1,229,679   ($ 1,442,735)  $    390,294
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Liabilities                 (488,278)       (88,416)      (419,981)      (583,882)       343,844     (1,236,713)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Revenues, net
of affiliate
costs                        202,268             --         41,923          1,561       (218,268)        27,484
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Costs and Expenses          (681,070)       (64,057)      (313,451)      (260,347)       218,268     (1,100,657)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Other Inc/Exp                    614             --        (29,000)        12,377             --        (16,009)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Loss                        (478,188)       (64,057)      (300,528)      (246,409)            --     (1,089,182)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
</TABLE>

                                     Page 8
<PAGE>


                               OBN HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
     For The Three and Nine Months Ended March 31, 2005 and March 31, 2004


<TABLE>
<CAPTION>

For the quarter ended March 31, 2004
---------------------------------------------------------------------------------------------------------------
                                                      Infomercial-
                                                         Paid
                         Prime Time     TV & Film     Programming                   Reconciling
                        Broadcasting    Production    Broadcasting     Corporate       Items           Total
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
<S>                     <C>            <C>            <C>            <C>            <C>            <C>
Revenues, net
of affiliate
costs                   $     68,856             --   $     (4,449)            --   $    (72,756)  $     (8,349)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Costs and Expenses          (141,843)       (18,169)       (90,915)      (110,907)        72,756       (289,078)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Other Inc/Exp                   (700)            --        (29,000)        22,932             --         (6,768)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Loss                         (73,687)       (18,169)      (124,364)       (87,975)            --       (304,195)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
</TABLE>

(Expenses include operating expenses and cost of sales)

Reconciling items consist of inter-company balances. The revenue and expense
reconciling items primarily represent billings from the Prime Time Broadcasting
segment to the Infomercial-Paid Programming Broadcasting segment for use of the
satellite uplink. 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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from estimated amounts.
The Company's significant estimates include the realizability of long-lived
assets and deferred tax assets.

Concentration of Credit Risk

The Company maintains its cash and cash equivalent accounts in financial
institutions. Accounts at these institutions are insured by the Federal Deposit
Insurance Corporation ("FDIC") up to $100,000. At March 31, 2005, the Company
had no balances that were in excess of the FDIC insurance limit. The Company
performs ongoing evaluations of these institutions to limit its concentration
risk exposure.

The Company grants credit to customers within the United States of America, and
does not require collateral. The Company's ability to collect receivables is
affected by economic fluctuations in the geographic areas and industries served
by the Company. Reserves for uncollectible amounts are provided based on past
experience and a specific analysis of the accounts which management believes are
sufficient. Although the Company expects to collect amounts due, actual
collections may differ from the estimated amounts.

There were $45,675 of outstanding accounts receivable as of March 31, 2005.
Five customers made up the entire balance. For the nine-month period ended
March 31, 2005 and 2004, the two largest customers totaled approximately 80%
and 100% of revenue, respectively .

Fair Value of Financial Instruments

The carrying amounts of the Company's cash and cash equivalents, trade payables,
accrued expenses and notes payable approximate their estimated fair values due
to the short-term maturities of those financial instruments. The estimated fair
values of related-party notes payable are not determinable as the transactions
are with related parties.

                                     Page 9
<PAGE>

                               OBN HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
     For The Three and Nine Months Ended March 31, 2005 and March 31, 2004



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

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.

Programming rights are recorded for the purchase of the right to air programming
on the Company's network, which totals $130,130 at March 31, 2005. 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. For the
three and nine-month periods ended March 31, 2005, such amortization totaled
$9,294 and $24,962, respectively.

Eclectic continues to produce its own programming.  At March 31, 2005, Eclectic
has incurred $57,775 in production costs that have been capitalized.  These
costs will be amortized when the programming begins airing, which is
estimated to begin in the second quarter of 2005.

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 the Four Tops Television
Special after Eclectic and the other parties recoup all of their production
expenses (the special began airing in April 2005). In addition, Eclectic has
sold 50% of its 1/3 interest 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.  At March 31, 2005, the net production costs
capitalized related to the Four Tops Television Special totaled $418,000.
In addition, the Company has one other completed project totaling $5,000
that will begin airing during spring 2006, after the project is released on DVD
in fall 2005.

The film library is discussed in Note 4. This asset is being amortized over its
estimated useful life of 5 years beginning in April 2004. A total of $4,025 and
$11,945 of amortization expense was recognized during the three and nine-month
periods ended March 31, 2005, respectively.

Website development costs are accounted for using 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 statement of operations) of $5,625 and $17,055 for the three and
nine-month periods ended March 31, 2005, 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.

                                    Page 10
<PAGE>


                               OBN HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
     For The Three and Nine Months Ended March 31, 2005 and March 31, 2004



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, 2005. 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 long-lived asset
impairment is determined by management. Based on its analysis, the Company
believes that no impairment of the carrying value of its long-lived assets
existed at March 31, 2005. There can be no assurance, however, that market
conditions will not change which could result in impairment of its long-lived
assets in the future.

Revenue Recognition

Revenue From Licensing TV Programs and Feature Films

The Company has completed three projects that can be licensed, and several
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.

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).

                                    Page 11
<PAGE>

                               OBN HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
     For The Three and Nine Months Ended March 31, 2005 and March 31, 2004


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 three and nine-month periods ended March 31, 2005, affiliate costs
totaled $2,100 and $8,079, 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.

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 statement of
operations, as no new employee options or warrants have been granted for the
three-months and nine-months ended March 31, 2005. There is also no pro forma
impact under SFAS No. 123 of prior warrants granted.

Basic and Diluted Loss Per Share

The Company has adopted SFAS No. 128, "Earnings Per Share" (see Note 8).

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 under the treasury stock method of dilutive convertible debt and
stock options and warrants would not have resulted in an increase of incremental
shares for the three and nine months ended March 31, 2005 and 2004.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("Statement 123(R)") to provide investors and other users of financial
statements with more complete and neutral financial information by requiring
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. Statement 123(R) covers a

                                    Page 12
<PAGE>

                               OBN HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
     For The Three and Nine Months Ended March 31, 2005 and March 31, 2004


wide range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. Statement 123(R) replaces SFAS 123 and supersedes
APB 25, SFAS No. 123, as originally issued in 1995, established as preferable a
fair-value-based method of accounting for share-based payment transactions with
employees. However, SFAS No. 123 permitted entities the option of continuing to
apply the guidance in APB 25, as long as the footnotes to financial statements
disclosed what net income would have been had the preferable fair-value-based
method been used. The Company will be required to apply Statement 123(R) as of
the first reporting period that begins after December 15, 2005. The Company is
in the process of evaluating whether the adoption of Statement 123(R) will have
a significant impact on the Company's overall results of operations or financial
position.

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 - FILM LIBRARY

In January 2004, the Company acquired the name and film library of 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 from
April 1, 2004.

In addition, in February, 2005 Omni purchased 40 program titles
for $10,000, which are being amortized over a five year period.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

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

                                    Page 13
<PAGE>

                               OBN HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
     For The Three and Nine Months Ended March 31, 2005 and March 31, 2004


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 sheets.

Transponder Agreement

In February 2005, the Company entered into a lease for transponder capacity.
The lease is payable in graduated monthly payments of $20,000 to $25,000 per
month over a five year period.  The lease commenced March 2005 and has been
prepaid through June 2005.

NOTE 6 - NOTES PAYABLE

The Company has $238,000 in principal amount in loans from a related party
under 5% promissory notes. The principal and interest is due and payable on
demand. As of March 31, 2005, the accrued interest on these notes totaled
$11,208.

The Company has a loan balance under a 10% promissory note from family members
of one of the Company's officers totaling $3,500 at March 31, 2005. The note
has no set maturity date, and is payable upon demand. As of December 31, 2004,
the accrued interest on this note totaled $1,254.

Related party interest expense under these notes for the nine months ended March
31, 2005 was $12,462.

On January 5, 2005, the Company entered into a short-term loan agreement for
$237,000 with Lee Tofanelli & Associates. The loan has no interest rate and is
payable upon demand.

At March 31, 2005, the Company had a note payable balance of $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, 2005, the accrued
interest on the note totaled $1,125.

On July 29, 2004, the Company entered into a loan agreement to borrow $61,875,
which net of fees, resulted in net proceeds of $56,875. The loan is secured by
50,000 shares of the Company's common stock and is payable on July 28, 2007 plus
interest at prime plus 4.00% (totaling 9.75% as of March 31, 2005).  As of
March 31, 2005, the accrued interest on the note totaled $726.

On October 6, 2004, the Company entered into a loan agreement to borrow $53,025
which, net of fees, resulted in net proceeds of $50,374. 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 6.75% as of March 31, 2005).

For the nine month period ended March 31, 2005, the interest on all non-related
notes payable totaled $6,178.

NOTE 7 - STOCKHOLDERS' EQUITY

During the nine-month period ended March 31, 2005, a total of 95,000 shares of
Company stock were sold at various per share amounts ranging from $0.80 to
$2.50 generating cash of $146,246. A total of 10,000 shares were granted at
amounts ranging from $0.80 to $2.70 per share to obtain programming rights
valued at $17,500. A total of 17,649 shares at amounts ranging from $0.75 to
$2.00 per share were granted in lieu of $44,140 of KSSY lease payments. A
total of 28,000 shares at $2.25 to $2.50 per share were issued to employees
and third parties for various services valued at $53,705. A total of 75,000
shares at $0.80 per share were issued for satellite uplink services valued
at $60,000. Satellite uplink expenses are recorded to prepaid expenses and
will be amortized over a three months. A total of 7,100 shares at $0.79 per
share were issued for affiliate costs valued at $5,600.

NOTE 8 - LOSS PER SHARE

Basic and diluted loss per common share is computed as follows for the three
and nine months ended March 31, 2005 and 2004:

                                    Page 14
<PAGE>


                               OBN HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
     For The Three and Nine Months Ended March 31, 2005 and March 31, 2004


<TABLE>
<CAPTION>

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

                                           Three Months Ended         Nine Months Ended
                                           ------------------         -----------------
                                         March 31,      March 31,     March 31,   March 31,
                                           2005           2004          2005        2004
                                         -------        --------      ---------   ---------
Numerator for basic and diluted
  loss per common share:
     Net loss                           ($174,952)      ($304,195)    ($786,446)  ($1,089,182)

Denominator for basic and diluted
 loss per common share:
   Weighted average common
     shares outstanding                 6,000,725       5,785,360     5,940,701     5,777,173

Net loss available to
  common stockholders
  per common share                         ($0.03)         ($0.05)       ($0.13)       ($0.19)


</TABLE>


NOTE 9 - SUBSEQUENT EVENTS

The Company borrowed $100,000 subject to a 10% annual interest rate from an
independent party on April 5, 2005 that was used to pay outstanding payables
related to the Four Tops Television Special. Loan repayment is due upon
demand. The program began airing around the country on April 9, 2005.


                                    Page 15
<PAGE>

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

OPERATIONS

Since our initial broadcasting in September 2003 we have not had the funds to
fully implement our business plan. This continues to be the case. Unforeseen
market entry activities delayed the receipt of proceeds from our initial public
offering by several months, and advertising revenues have been less than
forecasted due to budgetary constraints in our sales effort. Through it all the
Omni Broadcasting Network (Omni) and the Products on Demand Channel (POD) have
remained on the air and continue to obtain content for their television
networks. Moreover, Eclectic Entertainment continues to produce television
programs. As a result, we have generated some revenues. Unfortunately, our
liabilities have continued to grow as all products to date have been developed
by incurring more debt. It is unclear how much longer we can operate in this
manner.

Omni, our prime time broadcast network, continues to air a two-hour program
twice a week that presents feature films, and two half-hour children programs
twice a week. It still has plans to expand its broadcast hours to cover
primetime (8:00 p.m. to 11:00 p.m., Eastern Standard Time) seven days a week, as
well as weekend mornings. Additional programming content continues to be
licensed for that purpose.

POD, our infomercial/paid programming network, continues to air its programming
on the unused Omni airtime. POD has made significant progress in its efforts to
attract paid programming customers to complement its infomercial direct response
customers. These efforts have led to marketing in China, Korea and Japan.
Additional staff has been employed to support this initiative.

Eclectic Entertainment, our production company, has focused its efforts on
producing its first television "special," while production on several television
series ("Music on Demand," "L.A. Food Scene," "The Vegas Variety Hour," "The
Mini Movie Hour" and "The Adventures Of Unit 28") wait further funding. The live
show entitled "From the Heart: The Four Tops 50th Anniversary" was taped at the
Detroit Opera House on July 28, 2004 and initially aired on Omni in April 2005.
A CD and DVD from the live show will be released on our music label, Retro
Records, and distributed by Pyramid/Universal Music Distribution. During the
second quarter, Eclectic sold 50% of its 1/3 interest in the Company's Four Tops
television special for $500,000. The Company is also in the process of
negotiating CD and DVD licensing deals with a number of foreign distributors
seeking the rights to release the materials in their territories. Eclectic has
acquired the rights to distribute the feature film "One Last Ride" in the United
States and its territories. Distribution rights include, but are not limited to,
theatrical release, premium and free television broadcasts, and DVD/Home Video
sales. The target date for release into theaters is the second calendar quarter
of 2005. Distribution through other outlets will be done after the theatrical
release.

Plans to launch our fourth subsidiary, ASTN, have been postponed until June 2005
because it is still in the process of securing content for broadcasting.
Likewise, the upgrades to our leased television station, KSSY, have been
postponed until additional capital is received.

As mentioned above, revenues from operations have been limited. When Omni first
began broadcasting in September 2003, management decided to delay seeking
advertising dollars until the affiliate base was well established, and the
programming lineup was fully in place. Funds from the impending IPO were to
expedite efforts to build the affiliate base. While the IPO funds were delayed,
we continued to build the affiliate base and acquire content, but at a much
slower pace. Given that we are developing original content and expanding our
affiliate base, we expect that revenues from broadcast operations will
significantly improve beginning the fourth quarter.

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
March 31, 2005, and the unaudited statements of operations and cash flows for
the three and nine months ended March 31, 2005 and 2004, and the related notes
thereto as well as the audited financial statements of the Company for the year
ended June 30, 2004. This discussion contains forward-looking statements based
upon current expectations that involve risks and uncertainties, such as our
plans, objectives, expectations and intentions.

                                    Page 16
<PAGE>

The Company cautions readers that important facts and factors described in this
Management's Discussion and Analysis or plan of operation 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 and beyond to differ materially from those expressed
in any forward-looking statements made by, or on behalf of, the Company.

GOING CONCERN

The Company has not generated significant revenues from operations and has no
assurance of any future revenues. The Company incurred a net loss of $768,446
during the nine months ended March 31, 2005. It has a cash balance of $16,129 at
March 31, 2005. In addition, at March 31, 2005, the Company's accumulated
deficit was $5,199,303 and the Company had negative working capital of
$2,324,683. These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Management's plans include obtaining additional capital through equity or debt
financing sources, or the extension of existing debt. However, no assurance can
be given that additional capital, if needed, will be available when required or
upon terms acceptable to us, or that we will be successful in our efforts to
negotiate the extension of our existing debt. We anticipate that unless we are
able to raise funds from the sale of OBN shares or generate revenues of at least
$2,000,000 within the next six months, although operations will continue, we
will be unable to fully execute our business plan, which will result in us not
growing at our desired rate. Should this situation occur, management is
committed to operating on a smaller scale until generated revenues can support
expansion.

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

1)   The Company is aggressively developing new television programs for Omni.
     Management is continually 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)   The Company is identifying and creating production and distribution
     opportunities for Eclectic. The Company is continually developing new ideas
     for television programs for airing on Omni as well as licensing the
     programs to cable 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)   The Company is marketing the airtime available on POD to television program
     distributors and small television networks.

4)   The Company has hired additional sales and marketing people to secure
     advertising and sponsorship revenue for the programs being by aired Omni.
     The people recently hired have successfully sold advertising time for
     small and startup television networks.

5)   The Company is continually increasing the number of affiliate television
     stations that will broadcast programming aired on both Omni and POD. The
     increased number of households being reached by the broadcasts will result
     in the Company being able to increase the amount charged for advertising on
     the networks.

6)   The Company is taking steps to increase the awareness of its subsidiaries.
     Press releases related to Omni and Eclectic 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)   The Company is currently developing relationships with strategic partners
     worldwide to increase its visibility and to create additional sources of
     funding and revenue.

                                    Page 17
<PAGE>

8)   The Company has, and will continue to keep, tight controls over it
     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.

9)   The Company is currently seeking new merchandise to sell through its
     broadcast and internet outlets.

10)  The Company is continually exploring new technologies to distribute its
     programming.


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.

Web Site Development Costs

We capitalize costs related to our website development in accordance with the
Emerging Issues Task Force Issue No. 00-2, "Accounting for Web Site Development
Costs." Website development costs are amortized using the straight-line method
over the estimated useful life of three years. We assess the recoverability of
our website development costs by determining whether the amortization of these
costs over their remaining lives can be recovered through projected undiscounted
future cash flows.

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

                                    Page 18
<PAGE>

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

Revenue From Licensing TV Programs and Feature Films

The Company has completed three projects that can be licensed, and several
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.

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.

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

                                    Page 19
<PAGE>

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 $32,930 for the
nine-month period ended March 31, 2005 as compared to ($9,537) for the entire
2004 fiscal year. The primary sources of revenue were from the Production and
PrimeTime Broadcasting segments, which generated $26,472 and $22,152 in
revenues, net of affiliate costs, for the nine-month period, respectively, as
compared to $0 and $273,724 (all of which were inter-company sales) for the
entire 2004 fiscal year. There were no sales generated from the corporate leased
TV station during the nine-month period ended March 31, 2005 as compared to
$1,561 for the entire 2004 fiscal year.

Expenses incurred during the nine-month period ended March 31, 2005 totaled
$783,970 as compared to $1,450,336 for the entire 2004 fiscal year. Other
income/expenses for the nine-month period ended March 31, 2005 was expense of
$17,406. Changes in interest expense and tax expense are insignificant. The net
loss for the nine-month period ended March 31, 2005 was $768,446 as compared to
a net loss of $1,461,106 for the entire 2004 fiscal year.

Nine-Month Period Ended March 31, 2005 as Compared to March 31, 2004

Results of operations for the nine-month periods ended March 31, 2005 and 2004
are detailed in the charts below. Included are the assets, liabilities,
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.
<TABLE>
<CAPTION>

As of and for the nine months ended March 31, 2005:
---------------------------------------------------------------------------------------------------------------
                                                      Infomercial-
                                                         Paid
                         Prime Time     TV & Film     Programming                   Reconciling
                        Broadcasting    Production    Broadcasting     Corporate       Items           Total
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
<S>                     <C>            <C>            <C>            <C>            <C>            <C>
Assets                  $    535,845   $    575,472   $     98,196   $  1,591,315   $ (1,884,626)  $    916,202
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Liabilities                 (782,840)      (730,466)      (562,754)      (920,549)       495,592     (2,501,017)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Revenues, net
of affiliate
costs                         22,152         26,472          8,558             --        (24,252)        32,930
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Costs and Expenses          (167,668)      (125,260)       (47,750)      (467,544)        24,252       (783,970)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Other Inc/Exp                (18,745)      (179,979)        (4,800)       186,118             --        (17,406)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Loss                        (164,261)      (278,767)       (43,992)      (281,426)            --       (768,446)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
</TABLE>
<TABLE>
<CAPTION>

As of and for the nine months ended March 31, 2004:
---------------------------------------------------------------------------------------------------------------
                                                      Infomercial-
                                                         Paid
                         Prime Time     TV & Film     Programming                   Reconciling
                        Broadcasting    Production    Broadcasting     Corporate       Items           Total
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
<S>                     <C>            <C>            <C>            <C>            <C>            <C>
Assets                  $    474,832   $     19,671   $    108,847   $  1,229,679   $ (1,442,735)  $    390,294
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Liabilities                 (488,278)       (88,416)      (419,981)      (583,882)       343,844     (1,236,713)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Revenues, net
of affiliate
costs                        202,268             --         41,923          1,561       (218,268)        27,484
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Costs and Expenses          (681,070)       (64,057)      (313,451)      (260,347)       218,268     (1,100,657)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Other Inc/Exp                    614             --   $    (29,000)        12,377             --        (16,009)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Loss                        (478,188)       (64,057)      (300,528)      (246,409)            --     (1,089,182)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
</TABLE>

     *Expenses include operating expenses and cost of sales.

                                    Page 20
<PAGE>

Reconciling items consist of inter-company balances. The revenue and expense
reconciling items primarily represent billings from the Prime Time Broadcasting
segment to the Infomercial-Paid Programming Broadcasting segment for use of the
satellite uplink. 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.

Prime Time Broadcasting (Omni)

For the nine months ended March 31, 2005, revenues, net of affiliate costs, from
this segment of operations totaled $22,152, all of which represented
inter-company charges where Omni invoiced POD for use of the satellite uplink.
Revenues for the same period in 2004 were $202,268 all of which was
inter-company sales. Expenses were $167,668 for the nine months ended March 31,
2005 as compared to $681,070 of which $200,000 was bad debt expense for the same
period in 2004. Satellite uplink expenses totaling $290,000 in 2004 were reduced
to $24, 252 for the same nine month period in 2005. Among the items expensed
during that period ending March 31, 2005 was $65,964 of accrued salaries. The
net loss for this segment of operations was $164,261 for the nine months ended
March 31, 2005 as compared to a net loss of $478,188 for the same period in
2004.

TV and Film Production (Eclectic)

Revenues generated in this segment of operations totaled $26,472 for the nine
months ended March 31, 2005 as compared to $0 during the same period in 2004.
The realized revenue is the result of initial CD/DVD sales in the international
markets. The Company incurred $125,260 of expense during the period compared to
$64,057 in 2004. The increase in expense was due to a salary and production
expense increases. Expenses included $65,964 of accrued salaries, approximately
$20,000 of production expense, $5,000 of sales expense and $8,000 of
amortization expense. Other expenses for the nine month period ended March 31,
2005 was $179,979 compared to $0 during the same period of 2004.  The entire
amount represented an intercompany transfer to the parent company.  The net
loss for this segment was $278,767 for the nine months ended March 31, 2005 as
compared to a loss of $64,057 for the period in 2004.

Infomercial-Paid Programming Broadcasting (POD)

Revenues, net of affiliate costs, generated from infomercial broadcasting
totaled $8,558 for the nine months ended March 31, 2005 as compared to $41,923
for the same period in 2004. Revenues have decreased as the Company focused on
revamping its POD operating model. The Company incurred $47,750 in expenses in
2005 as compared to $313,451 in 2004 which included $218,268 of satellite uplink
expense during the same period in 2004. Among the items expensed during the nine
month period ending March 31, 2005 was $24,252 of satellite uplink costs.
Satellite uplink expense has significantly reduced as the Company
was without a satellite uplink for several months in 2005. The net loss for this
segment of operations during the nine months ended March 31, 2005 was $43,992 as
compared to a net loss of $300,528 for the same period in 2004.

OBN Corporate

No revenues were generated from OBN corporate operations during the nine months
ended March 31, 2005 as compared to $1,561 of revenue during the same period of
2004. The expenses incurred by OBN corporate were $467,544 for the nine months
ended March 31, 2005 as compared with $260,347 in 2004. The increase in expenses
is primarily due to increases in accrued salaries, professional fees, accrued
payroll expense and KSSY operating expense. Expenses for the nine month period
ending March 31, 2005 included $252,138 of accrued salary expenses, $105,770 of
professional fees, and $44,967 of KSSY operational costs. Other income totaling
$203,145 was recognized as intercompany transfers from subsidiaries. The
transfers to OBN corporate were $18,366, $179,979 and $4,800 from Omni,
Eclectic and POD, respectively. The net loss for OBN corporate was $281,426
during the period ended March 31, 2005 as compared to a net loss of $246,409
for the same period in 2004.

                                    Page 21
<PAGE>

Three-Month Period Ended March 31, 2005 as Compared to March 31, 2004

Results of operations for the three-month periods ended March 31, 2005 and 2004
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.
<TABLE>
<CAPTION>

For the quarter ended March 31, 2005
---------------------------------------------------------------------------------------------------------------
                                                      Infomercial-
                                                         Paid
                         Prime Time     TV & Film     Programming                   Reconciling
                        Broadcasting    Production    Broadcasting     Corporate       Items           Total
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
<S>                     <C>            <C>            <C>            <C>            <C>            <C>
Revenues, net
of affiliate
costs                   $     (2,100)  $      7,500   $        335             --             --   $      5,735
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Costs and Expenses           (30,921)       (39,603)        (5,272)       (98,643)            --       (174,439)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Other Inc/Exp                    (88)       (25,000)             0         18,840             --         (6,248)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
Loss                         (33,109)       (57,103)        (4,937)       (79,803)            --       (174,952)
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
</TABLE>
<TABLE>
<CAPTION>

For the quarter ended March 31, 2004
---------------------------------------------------------------------------------------------------------------
                                                      Infomercial-
                                                         Paid
                         Prime Time     TV & Film     Programming                   Reconciling
                        Broadcasting    Production    Broadcasting     Corporate       Items           Total
----------------------  ------------   ------------   ------------   ------------   ------------   ------------
<S>                     <C>            <C>            <C>            <C>            <C>            <C>
Revenues, net
of affiliate
costs                   $     68,856             --   $     (4,449)            --   $    (72,756)  $     (8,349)
-----------------       ------------   ------------   ------------   ------------   ------------   ------------
Costs and Expenses          (141,843)       (18,169)       (90,915)      (110,907)        72,756       (289,078)
-----------------       ------------   ------------   ------------   ------------   ------------   ------------
Other Inc/Exp                   (700)            --        (29,000)        22,932             --         (6,768)
-----------------       ------------   ------------   ------------   ------------   ------------   ------------
Loss                         (73,687)       (18,169)      (124,364)       (87,975)            --       (304,195)
-----------------       ------------   ------------   ------------   ------------   ------------   ------------
</TABLE>

 (Expenses include operating expenses and cost of sales)

Prime Time Broadcasting (Omni)

For the quarter ended March 31, 2005, no revenues were recognized as Omni has
not begun to sell advertising time to outside entities. Revenues for the same
period in 2004 were $68,856, all of which represented inter-company charges
where Omni invoiced POD for use of the satellite uplink. Expenses were $30,921
for the quarter ended March 31, 2005 as compared to $141,843 for the same period
in 2004. The decrease in expenses is due primarily to the fact that no satellite
uplink expense was incurred during the quarter ended March 31, 2005. Among the
items expensed during the quarter ending March 31, 2005 was $21,988 of accrued
payroll costs. The net loss for this segment of operations was $33,109 for the
quarter ended March 31, 2005 as compared to a net loss of $73,687 for the same
period in 2004.

TV and Film Production (Eclectic)

Revenues generated in this segment of operations totaled $7,500 for the quarter
ended March 31, 2005 as compared to $0 during the same period in 2004. The
increase in revenue is the result of initial CD/DVD sales into international
markets. The Company incurred $39,603 of expense during the period compared to
$18,169 in 2004. The increase in expense is primarily due to increase production
operations. Expenses included in expenses for the quarter ended March 31, 2005
was $21,988 of accrued salaries and $4,000 of sales expense. Other expense
totaling $25,000 is an intercompany transfer to the parent company.  The net
loss for this segment was $57,103 for the quarter ended March 31, 2005 as
compared to a loss of $18,169 for the period in 2004.

                                    Page 22
<PAGE>

Infomercial-Paid Programming Broadcasting (POD)

Revenues, net of affiliate costs, generated from infomercial broadcasting
totaled $335 for the quarter ended March 31, 2005 as compared to ($4,449) for
the same period in 2004. The Company incurred $5,272 in expenses for the quarter
ended March 31, 2005 as compared to $90,915 during the same period in 2004. The
decrease in expenses was primarily due to no satellite uplink expense during the
quarter ending March 31, 2005. Among the items expensed during the quarter
ending March 31, 2005 was $5,000 of amortization. Other expense in 2004 totaling
$29,000 is the return on investment paid to the parent company. There were no
returns in 2005. The net loss for this segment of operations during the quarter
ended March 31, 2005 was $4,937 as compared to a net loss of $124,364 for the
same period in 2004.

OBN Corporate

No revenues were generated from OBN corporate operations during the quarter
ended March 31, 2005 and $0 of revenue during the same period of 2004. The
expenses incurred by OBN corporate were $98,643 for the quarter ended March 31,
2005 as compared with $110,907 in 2004. Expenses for the quarter ending March
31, 2005 included $45,879 of accrued salaries, $15,331 of professional fees,
$18,253 of accrued payroll expense and $16,493 of KSSY operational costs. The
net loss for OBN corporate was $79,803 during the period ended March 31, 2005 as
compared to a net loss of $87,975 for the same period in 2004.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2005 the Company's current liabilities of $2,446,487 exceeded
current assets of $121,804 by $2,324,638. Approximately 36% of current
liabilities represented accrued payroll for executives.

During the nine months ended March 31, 2005, the Company generated cash from new
borrowings of $175,249 and from equity sales of $146,246, which were used to
fund the Company's operating loss for the period.

The capital lease of KSSY represents our only capital expenditure commitment. It
is approximately $4,167 per month for three years, after which time OBN has the
option to acquire 95% ownership of the station, provided the Federal
Communications Commission approves the transfer. All other expenses are
variable, and we match them to the availability of funds. The station lease will
be paid from funds generated from operations. Other details concerning the KSSY
lease are contained in the footnotes 3 and 5 to the consolidated financial
statements in this document.

The Company borrowed $100,000 subject to a 10% annual interest rate from an
independent party on April 5, 2005 that was used to pay outstanding payables
related to the Four Tops 50th Anniversary Special. Loan repayment is due upon
demand. The program began airing around the country on April 9, 2005.

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.

Item 3.  CONTROLS AND PROCEDURES

An evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) 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

                                     Page 23
<PAGE>

procedures were effective in timely alerting them to the material information
relating to the Company (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, 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, 2005 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 24
<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

During the nine-month period ended March 31, 2005 a total of 95,000 shares of
Company stock was sold at various per share amounts ranging from $0.80 to $2.50
generating cash of $146,246. A total of 10,000 shares were granted at amounts
ranging from $0.80 to $2.70 per share to obtain programming rights valued at
$17,500. A total of 17,649 shares at amounts ranging from $0.75 to $2.00 per
share were granted in lieu of $44,140 of KSSY lease payments. A total of 28,000
shares at $2.25 to $2.50 per share were issued to employees and third parties
for various services valued at $53,705. A total of 75,000 shares at $0.80 per
share were issued for satellite uplink services valued at $60,000. Satellite
uplink expenses are recorded to prepaid expenses and will be amortized over a
three months. A total of 7,100 shares at $0.79 per share were issued for
satellite uplink services valued at $5,600.

The above issuances were unregistered, as the Company was relying on the
exemptions from registration contained in Section 4(2) of the Securities Act,
on the basis that such transactions did not involve public offe  rings 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.

                                   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 13, 2005                   By: /s/ ROGER NEAL SMITH
                                           -------------------------------------
                                           Roger Neal Smith
                                           Chief Executive Officer

                                    Page 25