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, 2004

[ ] 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 333-108300

                               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, 2004 the Company had 5,785,360 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




PART I ---	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets at March 31, 2004 (Unaudited)
			and June 30, 2003
		Consolidated Statements of Operations (Unaudited) for the Three
			and Nine Month Periods Ended March 31, 2004 and 2003
                Consolidated Statements of Cash Flows (Unaudited) for the Nine
                        Month Periods Ended March 31, 2004 and 2003
		Notes to Unaudited Consolidated Financial Statements
	Item 2.	Management's Discussion and Analysis or Plan of Operation
	Item 3.	Controls and Procedures

PART II ---	OTHER INFORMATION
	Item 1.	Legal Proceedings
	Item 2.	Change in Securities and Use of Proceeds
	Item 3.	Defaults Upon Senior Securities
	Item 4.	Submission of Matters to a Vote of Securities Holders
	Item 5.	Other Information

<PAGE>


Part 1: FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements



                              OBN Holdings, Inc.
                         CONSOLIDATED BALANCE SHEETS

                                                  March 31,       June 30,
                                                     2004          2003
                                                 __________      __________
                                                 (Unaudited)
ASSETS

Current assets:
  Cash and cash equivalents                        $10,617         $28,795
    Accounts receivable, net of allowance
      for doubtful accounts of $214,500
      and $14,500 respectfully                      24,775         206,900
                                                  ---------       ---------
        Total current assets                        35,392         235,695
                                                  ---------       ---------
Fixed assets, net                                    1,000            ----
Broadcast license                                  130,000            ----
Programming rights, net                             65,725            ----
Film library                                        79,200            ----
Website development costs, net of accumulated
  Amortization of $29,728 and $13,675 respectfully  42,747          58,800
Deposits                                            36,230          36,060
                                                  ---------       ---------
                                                   354,902          94,860
                                                  ---------       ---------
        Total assets                              $390,294        $330,555
                                                  =========       =========

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities:
  Accounts payable                                $435,767         $82,237
  Accrued payroll and related                      413,731         114,224
  Current portion of obligations under
    capital lease                                   19,270          50,771
  Programming rights payable                        81,100            ----
  Notes and accrued interest payable                72,657            ----
  Notes and accrued interest payable to
    related parties                                130,363           7,000
                                                 ----------      ---------
        Total current liabilities                1,152,888         254,232
                                                 ----------      ----------

Captial lease obligation, net of current portion    83,825           -----
                                                 ----------      ----------
        Total liabilities                        1,236,713         254,232
                                                 ----------      ----------
Stockholders' (deficit) equity:
  Common stock; $.001 par value; 50,000,000
    shares authorized 5,785,360 and 5,730,310
    shares issued and outstanding, respectively      5,785           5,730
  Additional paid-in capital                     3,206,728       3,096,683
  Prepaid consulting expense                          ----         (56,339)
  Deficit accumulated during the
    development stage                           (4,058,932)     (2,969,751)
                                                 ----------      ----------
        Total stockholders' (deficit) equity      (846,419)         76,323

                                                  $390,294        $330,555
                                                 ==========      ==========

See accompanying notes to unaudited consolidated financial statements.


<PAGE>


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



<TABLE>
<CAPTION>

                                              For the three months           For the nine months
                                                 ended March 31                ended March 31
                                              --------------------           --------------------
                                                 2004         2003              2004         2003


<S>                                           <C>          <C>               <C>          <C>
Revenue, net of affiliate costs                ($8,349)        $12,152         $27,484        $36,044
                                               --------       ---------       ---------     ----------
Cost of sales                                  113,491          10,800         357,542         10,800
                                               --------       ---------       ---------     ----------
        Gross (loss) profit                   (121,840)          1,352        (330,058)        25,244


General and administrative expense             175,587       2,408,801         743,115      2,450,128
                                             ----------      ----------      ----------     ----------
Loss from operations                          (297,427)     (2,407,449)     (1,073,173)    (2,424,884)
                                             ----------      ----------      ----------     ----------

Other income (expense)
        Other income                                82          200,000          1,396        200,000
        Loss on sale of equipment                    0                0              0        (27,352)
        Interest expense                        (6,850)          (5,659)       (17,405)        (5,659)
                                             ----------      -----------     ----------     ----------
	Total other
         income (expense), net                  (6,768)         194,341        (16,009)       166,989
                                             ----------      -----------     ----------     ----------

Loss before income taxes                      (304,195)      (2,213,108)    (1,089,182)    (2,257,895)

Income taxes                                         0                0              0              0
                                             ----------      -----------     ----------     ----------

        Net loss                             ($304,195)     ($2,213,108)   ($1,089,182)   ($2,257,895)
                                             ===========     ===========    ===========    ===========

Net loss available to common
	shareholders per common share:

	Basic and diluted net loss
        per common share                        ($0.05)          ($0.78)        ($0.19)        ($0.88)
                                              =========        =========      =========      =========

	Basic and diluted weighted
        average shares outstanding            5,785,360       2,852,405      5,777,173      2,565,591
                                             ==========      ==========     ==========     ==========



</TABLE>


 See accompanying notes to unaudited consolidated financial statements.



<PAGE>


                              OBN Holdings, Inc.
                     CONSOLIDATED STATEMENT OF CASH FLOWS



<TABLE>
<CAPTION>


                                                         FOR THE NINE MONTHS
                                                            ended March 31,
                                                        ----------------------
                                                          2004           2003
                                                       ----------      ---------
<S>                                                    <C>            <C>
                                                       Unaudited       Unaudited
Cash flows from operating activities
  Net loss                                            ($1,089,182)    ($2,257,895)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                       110,547           9,000
      Bad debt provision                                  200,000               -
      Loss on sale of equipment                                 -          27,352
      Shares issued for services                                -       2,297,866
      Changes in operating assets and liabilities:
        Accounts receivable, net                          (96,475)       (199,692)
        Deposits                                             (170)        (36,060)
        Accounts payable and accrued expenses            (646,070)         69,097
        Payments on programming rights                    (22,780)              -
                                                        ----------      ----------
          Net cash used in operating activities          (251,990)        (90,332)
                                                        ----------      ----------
Cash flows from investing activities:
  Purchase of fixed assets                                 (1,000)         (9,325)
  Purchase of film library                                   (600)              -
  Proceeds on sale of equipment                                 -          24,309
                                                        ----------      ----------
   Net cash used in (provided by) investing activities     (1,600)         14,984

Cash flows from financing activities
  Proceeds from notes payable                              68,500               -
  Proceeds from notes payable to related parties          120,000          92,981
  Repayments on notes payable to related parties           (3,512)         (3,688)
  Principal payments under capital lease obligations      (59,676)              -
  Proceeds from issuance of common stock                  110,100          20,300
                                                        ----------      ----------
    Net cash provided by financing Activities             235,412         109,593
                                                        ----------      ----------
Net change in cash and cash equivalents                   (18,178)         34,245

Cash, and cash equivalents beginning of period             28,795             442
                                                        ----------      ----------
Cash, and cash equivalents end of period                  $10,617         $34,687
                                                        ==========      ==========
Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Interest                                               $3,896              $0
                                                        ==========      ==========
    Income taxes                                               $0              $0
                                                        ==========      ==========
Supplemental disclosure of noncash investing and
  Financing activities:
    Purchase of equipment/broadcasting rights
      under capital lease                                $130,000         $51,611
                                                        ----------      ----------
    Shares issued in exchange for website development          $0          $1,222
                                                        ----------     -----------
    Programming rights in exchange for
      programming rights payable                         $103,880              $0
                                                        ----------     -----------
    Accounts receivables converted to film library        $78,600              $0
                                                        ----------     -----------

</TABLE>







<PAGE>


                              OBN HOLDINGS, INC.
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                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, 2004 are not necessarily indicative of the results that may
be expected for the year ending June 30, 2004.  It is suggested that
the financial statements be read in conjunction with the audited
financial statements and notes thereto for the fiscal year ended June
30, 2003 included in the Company's registration filing on Form SB-2/A.

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------

Background and Organization
---------------------------

OBN Holdings, Inc. is a holding company for three wholly owned
operating subsidiaries: Omni Broadcasting Network, Eclectic
Entertainment and Products On Demand Channel.  The Omni Broadcasting
Network ("Omni") currently broadcasts programming targeted toward
adults twenty-five years of age and above, and children between eight
and thirteen years of age.  Programming is being aired on over-the-
air, cable and satellite television stations throughout the United
States, and reaches approximately 40,000,000 households.  A program
entitled The MovieTime Showcase is currently airing during primetime
hours.  Programs entitled Birdz and Flutemaster are currently airing
primarily Saturday and Sunday mornings.  By Autumn 2004, Omni plans to
broadcast a total of thirty-two hours per week - 8:00 p.m. to 11:00
p.m. seven days per week, 8:00 a.m. to 11:00 a.m. Saturday and Sunday
mornings, and 8:00 a.m. to 9:00 a.m. Monday through Friday.  To
accomplish our objective to increase the broadcast hours, we are
currently in discussions with numerous program developers and
producers worldwide, and have already identified additional content
that will be aired once signed agreements are completed.

Eclectic Entertainment ("Eclectic") is a television and feature film
production company.  Eclectic currently produces The MovieTime
Showcase, which is currently airing on Omni, and is developing The
Mini Movie Hour, which is scheduled to begin airing on Omni in June
2004.  Additionally, Eclectic is developing The Vegas Variety Hour and
The Adventures of Unit 28; which are scheduled to air on Omni by
Summer 2004.  Eclectic is also in the process of securing feature film
properties for development and distribution, and expects to be in
production of our first feature film during the Summer 2004. Eclectic
is also in the process of developing Retro Records, which is a record
distribution company specializing in releasing new music recorded by
well established recording artists.  Retro Records is planning to
release its first product during the fall of 2004.

Products On Demand Channel ("POD") is a broadcast television network
specializing in airing infomercials and other forms of paid
programming.  POD uses the same satellite uplink as Omni, but
broadcasts programming during the hours not used by Omni.  Currently,
POD primarily airs infomercials.  However, we plan to reduce the
number of infomercials aired to focus on programming developed by
independent producers seeking an outlet on national broadcast
television.  We have begun implementing plans for the transition, and
expect it to be completed by December 2004.

Principles of Consolidation
---------------------------

The condensed consolidated financial statements include the accounts
of OBN Holdings, Inc. and its wholly owned subsidiaries.  All
significant inter-company transactions and balances have been
eliminated in consolidation.


<PAGE>

Development Stage Enterprise and Going Concern
----------------------------------------------

Through September 30, 2003, the Company devoted substantially all of
its efforts to establish a new business, and its planned principal
operations had not yet commenced. In October 2003, the Company began a
regular broadcasting schedule and generated recurring revenue from
broadcasting operations.  As a result, the Company is no longer
considered a development stage enterprise.

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 $1,089,182 during the nine months
ended March 31, 2004.  It has a cash balance of $10,617 at March 31,
2004.   In addition, at March 31, 2004, the Company's accumulated
deficit was $4,058,932 and the Company had negative working capital of
$1,117,496.  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 recognizes that the Company must obtain additional capital
for the eventual achievement of sustained profitable operations.
Management's plans include obtaining additional capital through an
initial public offering (see Note 9), other equity financing sources
and 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 the Company or that the Company will be
successful in its efforts to negotiate the extension of its existing
debt.

Segment Information Reporting
-----------------------------

Prior to the fourth quarter of fiscal 2003, the Company had no segments
as it was in the early stages of development. Beginning April 1, 2003
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 and for the nine-month period ended
March 31, 2004 is presented in the table below:

<TABLE>
<CAPTION>
                Prime Time     TV & Film    Infomercial    Corporate     Reconciling     Total
                Broadcasting   Produciton   Broadcasting                 Items

<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              $0       $41,923            1,561       ($218,268)        27,484

Expenses        ($681,070)        (64,057)    ($313,451)       ($260,347)       $218,268    ($1,100,657)

Other
Inc/(Exp)           ($614)             $0      ($29,000)         $12,377              $0       ($17,237)

Net Income      ($478,188)       ($64,057)    ($300,528)        (246,409)             $0    ($1,089,182)


</TABLE>


(Expenses include operating expenses and cost of sales)


<PAGE>


A summary of the segments for the three-month period ended March 31,
2004 is presented in the table below:


<TABLE>
<CAPTION>
                Prime Time     TV & Film    Infomercial    Corporate     Reconciling     Total
                Broadcasting   Produciton   Broadcasting                 Items

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

Revenues, net
of affiliate
costs             $68,856              $0       ($4,449)              $0      ($72,756)       ($8,349)

Expenses        ($141,843)       ($18,169)     ($90,915)       ($110,907)      $72,756      ($289,078)

Other
Inc/(Exp)           ($700)             $0      ($29,000)         $22,932            $0        ($6,768)

Net Income       ($73,687)       ($18,169)    ($124,364)        ($87,975)           $0      ($304,195)


</TABLE>


(Expenses include operating expenses and cost of sales)

Reconciling items consist of intercompany balances. The revenue and
expense reconciling items primarily represent billings from the Prime
Time Broadcasting segment to the Infomercial Broadcasting segment for
use of the satellite uplink. Balance sheet reconciling amounts consist
primarily of corporate-level loans to subsidiaries and the elimination
of intercompany receivables/payables. All revenues are from customers
in the United States and all long-lived assets are located in the
United States.

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 accounts
receivable, 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, 2004, 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.

One customer comprises 60% of accounts receivable as of March 31,
2004.  For the three and nine months ended March 31, 2004, sales to
the two largest customers totaled approximately 85% of revenue.

Fair Value of Financial Instruments
-----------------------------------

The carrying amounts of the Company's cash and cash equivalents,
receivables, 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>


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.  At
March 31, 2004, the Company's fixed assets consist primarily of office
furniture and equipment contributed by a founder at the Company's
formation.

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.  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 period ended March 31,
2004, such amortization totaled $7,620 and $38,155, respectively.
Total programming right expenditures incurred for the nine month period ended
March 31, 2004 totaled $103,880, of which $81,100 has not yet been
paid and is reflected in current liabilities.

The film library is discussed in Note 4.  This asset will be amortized
over its estimated useful life of 10 years beginning in April 2004.
No amortization expense has been recorded in 2004.

Intangible Assets
-----------------

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

SFAS No. 142 provides specific guidance for testing goodwill and
intangible assets that will not be amortized 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 the Company. An
impairment loss will be recoded for any goodwill that is determined to
be impaired. The Company performs impairment testing on all existing
goodwill at least annually. Based on its analysis, the Company's
management believes that no impairment of the carrying value of its
goodwill and other intangible assets existed at March 31, 2004. 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 goodwill in the future.

Accounting for Website Development Costs
----------------------------------------

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 $5,685 and $16,053 for the
three and nine month periods ended March 31, 2004, respectively.


<PAGE>


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, 2004.  There can be no assurance, however, that
market conditions will not change which could result in future long-
lived asset impairment.

Revenue Recognition
-------------------

Revenue From Licensing TV Programs and Feature Films
----------------------------------------------------

The Company has not yet completed any projects that could be licensed,
although three 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 product is completed and in accordance with the product
availability dates in a 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 station. In exchange the
affiliate agrees to broadcast the program to its
subscribers/households. The cash fee paid to affiliates is recorded as
a reduction of revenue as 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, 2004,
affiliate costs totaled $66,127 and $135,473, respectively.


<PAGE>


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 nine months
ended March 31, 2004.  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 nine months ended March 31, 2004 and 2003.

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
("FCC") 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
live under SFAS No. 142.  Under SFAS No. 142, this asset is subject to


<PAGE>

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 All
Sports Television Network ("ASTN") in exchange for ASTN's outstanding
payable to the Company of $78,600. The Company will amortize this library
over its estimated useful life of 10 years beginning April 1, 2004.  The
Company reflected this transaction as if it had occurred effective
December 31, 2003 by reclassifying accounts receivable of $78,600 to
the film library account.

The Company is revamping the programming and developing a new
marketing scheme, including a website and logo.  ASTN will be the only
national sports television network that can be seen on broadcast
television.  The network is scheduled to begin officially airing July
1, 2004, and will initially be broadcasting four hours per day, seven
days a week.  It will feature sporting events from throughout the
world.  Additionally, sports-related programming, such as feature
films and series, will be aired on the network.

NOTE 5 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

Capital Lease
-------------

The Company is the lessee of a broadcasting license under a capital
lease obligation (see Note 3) that expires in July 2006, with an
effective interest rate of 9.5% per annum.  The terms of the lease
provide for monthly payments of approximately $4,167.  Future minimum
annual lease payments under the capital lease are as follows:

             Years Ending
              June 30,
             ------------


               2004 (three months)      $  12,500
               2005                        50,000
               2006                        50,000
               2007                         4,200
                                         ---------
                                          116,700
          Less amount representing
             interest                     (13,605)
                                         ---------
                                          103,095
          Less current portion            (19,270)
                                         ---------
                                        $  83,825
                                         =========

Lease payments are $18,740 in arrears, which is included in accounts payable.


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, the Company has indemnified its lessor for
certain claims arising from the use of the facilities. The duration of
the guarantees and indemnities varies, and in many cases is
indefinite. These guarantees and indemnities do not provide for any
limitation of the maximum potential future payments the Company could
be obligated to make. Historically, the Company has not been obligated
to make any payments for these obligations and no liabilities have
been recorded for these indemnities and guarantees in the accompanying
consolidated balance sheet.


<PAGE>


NOTE 6 - NOTES PAYABLE
----------------------

At March 31, 2004, the Company has 10% convertible promissory notes
with third parties totaling $60,000. At the election of the holders,
the outstanding principal of the notes can be converted into shares of
the Company's common stock at $2.00 per share after the Company's
stock commences trading. The conversion must be exercised within
thirty days after the stock begins trading, otherwise the note plus
accrued interest will be paid to the holders at their maturity dates.
Also, the Company has a $10,000 convertible promissory note payable to
a third party that bears interest at 10% and is due on June 30, 2004.
At the election of the holder, the outstanding principal of the notes
can be converted into shares of the Company's common stock at $2.00
per share after the Company's stock commences trading.

The Company has $120,000 in loans from a related
party under 5% promissory notes. The principal and interest is due and
payable by July 1, 2004.  The Company has a loan under a 10% promissory note
from family members of the Company's officers totaling $7,000 at March 31,
2004. The note has no set maturity date, and is payable upon demand.
Related party interest expense under these notes for the nine months
ended March 31, 2004 was $2,625.  The notes and accrued
interest payable balance in the accompanying consolidated balance
sheet includes accrued interest of $3,363.

NOTE 7 - STOCKHOLDERS' EQUITY
-----------------------------

During the nine-month period ended March 31, 2004 a total of 55,050
shares of Company stock was sold at $2.00 per share generating
$110,100 in proceeds.  In addition, the Company amortized $56,339 of
prepaid consulting expense as the related contracts were completed
during the nine-month period ended March 31, 2004.

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, 2004 and 2003:


<TABLE>
<CAPTION>


                                      Three Months Ended      Nine Months Ended
                                     March 31,  March 31,    March 31,   March 31,
                                       2004       2003         2004        2003
                                     -------    --------     -------     --------
<S>                                  <C>        <C>          <C>         <C>

Numerator for basic and diluted
 loss per common share:
   Net loss                        ($304,195)  ($2,213,108)  ($1,089,182) ($2,257,895)

Denominator for basic and diluted
 loss per common share:
   Weighted average common
     shares outstanding            5,785,360     2,852,405     5,777,173   2,565,591
Net loss per common share
  available to common
  shareholders                        ($0.05)     ($0.78)        ($0.19)     ($0.88)


</TABLE>

<PAGE>


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

OPERATIONS
----------

As of September 9, 2003, Omni Broadcasting Network began airing a two-
hour program twice a week that presents feature films, and two half-
hour children programs twice a week.   The programs can be seen by 40
million households nationwide.  We are currently in the process of
expanding our broadcast hours so that we will be broadcasting
primetime (8:00p.m. to 11:00 p.m., Eastern Standard Time) seven days a
week, as well as weekend mornings.   Additional programming content
has been licensed for that purpose.  The Company has implemented an
advertising sales program directed at securing program sponsors and
advertisers.

Eclectic Entertainment, our subsidiary devoted to producing and
distributing of television shows, feature films and music, currently
has four television series under development - L.A. Food Scene, The
Vegas Variety Hour, The Mini Movie Hour and The Adventures Of Unit 28.
The Mini Movie Hour is scheduled to begin airing in June 2004.  In
addition to the programs scheduled for Omni, Eclectic has two music
shows in development for POD - Music On Demand and Music On Demand
Video.  As of June 30, 2003, the Company formed two record companies
to produce and/or distribute music.  On behalf of the record
companies, Eclectic has negotiated a music distribution deal with
Pyramid/Universal Music Distributors.  Eclectic has also negotiated a
U.S. feature film distribution deal with Seventh Art Film Distribution
that will provide an avenue to release its future films in theaters
located in the United States.

POD continues to air primarily paid programming and infomercials 162
hours per week during the unused Omni airtime.   We anticipate selling
its air time to paid programming providers and other entities wishing
to have their programming aired.   The affiliate base for POD
continues to expand.

Television station KSSY, which was acquired by the Company in August,
2003 through a three-year capital lease agreement, will be airing Omni
and POD programming as well as broadcasting programming originated
from the local area.  Currently, the television station broadcasts
programming from the Shop at Home network.  KSSY is a low power
station located in San Luis Obispo County, California, which is
approximately 200 miles north of Los Angeles and 200 miles south of
San Francisco.  The broadcast area covers the middle and south part of
San Luis Obispo County and northern Santa Barbara County.   We plan to
invest an additional $150,000 in the station, increase its viewership
and generate advertising and paid programming sales.

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, 2004, and the unaudited statements of
operations and cash flows for the three and nine months ended March
31, 2004 and 2003, and the related notes thereto as well as the
audited financial statements of the Company for the years ended June
30, 2003.  This discussion contains forward-looking statements based
upon current expectations that involve risks and uncertainties, such
as our plans, objectives, expectations and intentions.

The Company cautions readers that important facts and factors
described in this Management's Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this document
sometimes have affected, and in the future could affect, the Company's
actual results, and could cause the Company's actual results during
2004 and beyond to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company.

GOING CONCERN
-------------

As reported in the Independent Auditors' Report on our June 30, 2003
financial statements, the Company has incurred losses from operations
and has not generated net sales revenue that raised substantial doubt
about our ability to continue as a going concern.

We have not generated significant revenues from operations and have no
assurance of any future revenues.  We incurred a net loss of
$1,089,182 during the nine months ended March 31, 2004.  We have a
cash balance of $10,617 at March 31, 2004.  In addition, at March 31,


<PAGE>

2004 our accumulated deficit was $4,058,932 and we had negative
working capital of $1,117,496.  We recognize that we must obtain
additional capital for the eventual achievement of sustained
profitable operations.

Management's plans include obtaining additional capital through an
initial public offering, other equity financing sources and 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 or generate proceeds of at least
$2,000,000 within the next twelve months, although operations will
continue, we will be unable to fully execute our business plan, which
will result in us not growing at the desired rate. We anticipate
raising gross proceeds of at least $5,000,000 from our public offering
in the next few months so we can expand our affiliate base, develop
more programming and achieve profitability. However, there is no
minimum amount of shares that must be sold during this offering and
none of the holders of warrants may exercise them for a period of 180
days following the effective date of this prospectus, which could
impact our ability to continue as a going concern. 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 began taking
the following steps:

1)	The Company is aggressively developing new television programs for
        the Omni Broadcasting Network.  We are continually meeting with
        independent television producers who have approached us with ideas
        for shows that they would like to have aired on the network.  We
        expect 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 Entertainment.  We are
        continually developing new ideas for television programs for
        airing on the Omni Broadcasting Network as well as licensing the
        programs to cable networks.  Additionally, we are currently
        structuring feature film production and distribution joint
        ventures with other independent producers in both the United
        States and Europe.

3)	We are marketing the airtime available on the Products On Demand
        Channel 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 the Omni Broadcasting Network.  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
        the Omni Broadcasting Network and the Products On Demand Channel.
        The increased number of households being reached by our broadcast
        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 the Omni Broadcasting
        Network and Eclectic Entertainment is being distributed to the
        media, and has been published nationally.  We have, and will
        continue to use the services of professional publicists on a
        project-by-project basis.

7)	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.

Management anticipates that the proceeds from this offering will
provide over 24 months of operating capital, which may allow our
auditors to remove the going concern qualification.

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


<PAGE>

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. 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.

Intangible Assets
-----------------

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

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

Impairment of Long-Lived Assets
-------------------------------

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

Revenue Recognition
-------------------

Revenue From Licensing TV Programs and Feature Films
----------------------------------------------------

As projects are completed, we 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

<PAGE>


of the agreement.  We do not recognize revenue for projects that are
not completed, even if the licensing agreement for the project is
signed. The revenue is recognized only after both the production
product is completed and in accordance with the product availability
dates in a signed agreement.

Revenue Sharing With Program Licensors
--------------------------------------

Some programs will be obtained by paying a licensing fee.
Additionally, some licenses will be obtained via a cash-plus-barter
arrangement, where we air the program for a contracted number of times
and 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, we recognize a licensing asset at the
estimated fair value of the programming received. The difference
between the cash paid (obligation incurred) for the license and its
fair value is recorded as a liability (deferred barter revenue), as
the license is received before the broadcast of the licensor-provided
commercials. As the licensor-provided commercials are aired, barter
revenue is recognized ratably based on the recorded fair value of the
barter transaction in relation to the total granted licensor-provided
commercials.

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

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 sales when the
commercial is aired.

Bartering with Affiliate Stations
---------------------------------

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

Deferred Taxes
--------------

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

RESULTS OF OPERATIONS
---------------------

Total revenues, net of affiliate costs, for the Company were $27,484
for the nine-month period ended March 31, 2004 as compared to $33,639
for the entire 2003 fiscal year.  The primary source of revenue was
the Infomercial Broadcasting segment, which generated $41,923 in
revenues, net of affiliate costs, for the nine-month period as
compared to $9,739 for the entire year.  In addition, $1,561 was
generated from the leased TV station.

Expenses incurred during the nine-month period ended March 31, 2004
totaled $1,100,657 as compared to $3,128,965 for the entire 2003
fiscal year, which included one time organizational and management
services expenses that are no longer applicable to ongoing operations.
Other income/expenses for the nine-month period ended March 31, 2004
was a loss of $17,237.  During the 2003 fiscal year other income of
$200,000 was generated from consulting services.  The Company no
longer provides any consulting services; as a result Other Income is
substantially lower.  Changes in interest expense and tax expense are
insignificant.  The net loss for the nine-month period ended March 31,
2004 was $1,089,182 as compared to a net loss of $2,934,143 for the
entire 2003 fiscal year.


<PAGE>


Nine-Month Period Ended March 31, 2004 as Compared to March 31, 2003
--------------------------------------------------------------------

The nine-month period ended March 31, 2004 produced substantially
different results from the same period of 2003.  The Infomercial
Broadcasting and TV & Film Production segments were established in the
period ending December 31, 2002, but were not operational.  The Prime
Time Broadcasting segment began airing during the quarter ended
September 30, 2003.  The Infomercial Broadcasting segment began
operations in February 2003.  As a result, the Company only had non-
recurring revenue of $36,044 and miscellaneous organizational expenses
of $2,448,280 for the nine-month period ended March 31, 2003.  Results
of operations for the nine-month period ended March 31, 2004 are
detailed in the chart 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>
                Prime Time     TV & Film    Infomercial    Corporate     Reconciling     Total
                Broadcasting   Produciton   Broadcasting                 Items

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

Assets           $478,832         $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              $0       $41,923           $1,561       ($218,268)       $27,484

Expenses        ($681,070)       ($64,057)    ($313,451)       ($260,347)       $218,268    ($1,100,657)

Other
Inc/(Exp)           ($614)             $0      ($29,000)         $12,377              $0       ($17,237)

Net Income      ($478,188)       ($64,057)    ($300,528)       ($246,409)             $0    ($1,089,182)


</TABLE>


	*Expenses include operating expenses and cost of sales.

Reconciling items consist of intercompany balances. The revenue and
expense reconciling items primarily represent billings from the Prime
Time Broadcasting segment to the Infomercial Broadcasting segment for
use of the satellite uplink. Balance sheet reconciling amounts consist
primarily of corporate-level loans to subsidiaries and the elimination
of intercompany receivables/payables. All revenues are from customers
in the United States and all long-lived assets are located in the
United States.

Omni Prime Time Broadcasting
----------------------------

Revenues, net of affiliate costs, from this segment of operations
totaled $202,268, of which $218,268 represented inter-company charges
where Omni invoiced POD for use of the satellite uplink.  Expenses
were $681,070.  Among the items expensed during that period were
$73,164 of accrued payroll costs, $218,268 of satellite uplink costs
and an accounts receivable write off of $200,000.  The net loss for
this segment of operations was $478,188.

Eclectic TV & Film Production
-----------------------------

No revenues were generated in this segment of operations because the
programs are still in the development stage.  The Company incurred
$64,057 of expense during the period, which includes $9,888 of program
development costs and $54,000 of accrued salaries.

POD Infomercial Broadcasting
----------------------------

Revenues, net of affiliate costs, generated from infomercial
broadcasting totaled $41,923 against $313,451 of expenses.  Among the
items expensed during that period were $218,268 of satellite uplink
costs, and $55,044 of marketing, promotion and consulting services.
The net loss for this segment of operations was $300,528.

OBN Corporate
-------------

OBN corporate generated revenues $1,561, which represents revenue from
the KSSY television station.  The expenses incurred by OBN corporate
were $260,347.  This amount included $163,152 of accrued salaries and
$36,848 of other general and administrative expenses.  The net loss
for corporate was $246,409.


<PAGE>


Three-Month Period Ended March 31, 2004 as Compared to March 31, 2003
---------------------------------------------------------------------

The quarter ended March 31, 2004 also produced substantially different
results from the same period of 2003.  The Company had revenue of
$12,152 and miscellaneous organizational expenses of $2,395,057 for
the quarter ended March 31, 2003.  Results of operations for the
quarter ended March 31, 2004 are detailed in the chart 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>
                Prime Time     TV & Film    Infomercial    Corporate     Reconciling     Total
                Broadcasting   Produciton   Broadcasting                 Items

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

Revenues, net
of affiliate
costs             $68,856              $0       ($4,449)              $0      ($72,756)       ($8,349)

Expenses        ($141,843)       ($18,169)     ($90,915)       ($110,907)      $72,756      ($289,078)

Other
Inc/(Exp)           ($700)             $0      ($29,000)         $22,932            $0        ($6,768)

Net Income       ($73,687)       ($18,169)    ($124,364)        ($87,975)           $0      ($304,195)


</TABLE>


	*Expenses include operating expenses and cost of sales.

Omni Prime Time Broadcasting:
-----------------------------

Revenues, net of affiliate costs, from this segment of operations
totaled $68,856, of which $72,756 represented inter-company charges
where Omni invoiced POD for use of the satellite uplink.  Expenses
were $141,843.  Among the items expensed during that period were
$28,750 of accrued payroll costs and $72,756 of satellite uplink
costs. The net loss for this segment of operations was $72,687.

Eclectic TV & Film Production:
------------------------------

No revenues were generated in this segment of operations because the
programs are still in the development stage.  The Company incurred
$18,169 of expense during the period, which included  $18,000 of
accrued salaries.

POD Infomercial Broadcasting:
-----------------------------

Revenues, net of affiliate costs, generated from infomercial
broadcasting totaled ($4,449) against $90,915 of expenses.  Among the
items expensed during that period were $72,756 of satellite uplink
costs and $3,333 of accrued salaries.  The net loss for this segment
of operations was $124,364.

OBN Corporate:
--------------

OBN corporate generated revenues of $0.  The expenses incurred by OBN
corporate were $110,907.  This amount included $60,000 of accrued
salaries.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

As of March 31, 2004 the Company's current liabilities of $1,152,888
exceeded current assets of $35,392 by $1,117,496.   Approximately 36%
of current liabilities represented accrued payroll for executives who
opted to defer taking salaries until the offering was completed.

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 in 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.

Should the Company receive little or no funding from our public
offering, we will continue to function utilizing the revenues
generated by Omni, Eclectic and POD, which is continually increasing.
Each entity is addressed below:

<PAGE>


Omni Broadcasting Network
-------------------------

The lack of funding will result in Omni not being able to license
sufficient programming to broadcast thirty-two hours per week as
desired.  Instead, the broadcast hours will increase at a much slower
rate.  Moreover, a lack of funding will result in Omni receiving a
lesser amount of advertising and sponsorship revenue.  This will be
due to Omni's inability to subscribe to the Nielsen reporting
services, which is one of the major tools used by advertisers and
advertising agencies to determine their interest in advertising on
various television programs, and the amount they are willing to spend
for commercial time.   Finally, a lack of funding will result in Omni
not being able to increase its affiliate base to cover 70% of the US
households as quickly as it desires.  This will also affect the amount
that the network will be able to charge for advertising and
sponsorships.

Eclectic Entertainment
----------------------

With no funding, Eclectic will have to raise monies from outside
sources in order to produce its television programs, which is the
method normally used by independent production companies.  This will
delay the production schedule and the dates that programs first air on
Omni.  As is the case with other producers and production companies,
Eclectic cannot, and will not guarantee investors that a television
program will generate a profit.  However, unlike most production
companies, Eclectic can assure potential investors that any program it
produces will be aired on television (i.e. distributed) since Eclectic
will only seek to raise funds for programs scheduled to be aired on
Omni.  Additionally, the lack of funding will result in the company
not wholly owning some of its productions, which reduces the overall
earning potential.  This lack of funding will have minimal impact on
feature film production activities because Eclectic has always planned
to seek separate funding for producing feature films.

Products On Demand Channel
--------------------------

The absence of funding will result in POD not being able to purchase
airtime on as many affiliate stations as it would like, which reduces
the amount that it can charge for advertising.  When selling airtime
to advertisers and networks, the price one can charge for the time is
solely a function of the number of households that the network
reaches.  POD is currently generating revenue, and will be able to
continue to do so. POD's revenue will continue to grow, even if the
company is unable to raise funds through the offering.

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.
---------------------------------

The term "disclosure controls and procedures" refers to the controls
and procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that
it files under the Securities Exchange Act of 1934 (the "Exchange
Act") is recorded, processed, summarized and reported within required
time periods. Within 90 days prior to the date of filing this report
(the "Evaluation Date"), we carried out an evaluation under the
supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer of the effectiveness of our disclosure
controls and procedures. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that, as of the
Evaluation Date, such controls and procedures were effective in
ensuring that required information will be disclosed on a timely basis
in our periodic reports filed under the Exchange Act.   There were no
significant changes to our internal controls or in other factors that
could significantly affect our internal controls subsequent to the
Evaluation Date.


<PAGE>


                         PART II - OTHER INFORMATION

Item 1. Legal Proceedings.
--------------------------

None.

Item 2. Changes in Securities and Use of Proceeds.
--------------------------------------------------

During the nine month period ended March 31, 2004, 55,050 shares of
stock were sold to individuals at $2.00 per share.  The proceeds were
used for various operating expenses.  In addition, the Company issued
$60,000 of debt convertible into common stock at $2 per share.  These
issuances were made in reliance upon the exemptions from registration
set forth in Section 4(2) of the Securities Act relating to sales by
an issuer not involving any pubic offering.

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.
------------------

None



<PAGE>



                                 SIGNATURES


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

                              OBN HOLDINGS, INC.
                                (Registrant)


Dated:  May 17, 2004    By: /s/ Roger Neal Smith
                           ----------------------
                                Roger Neal Smith
                                Chief Executive Officer


<PAGE>

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Roger N. Smith, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of OBN
Holdings, Inc.

2.	Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.	The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:

a)	designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

b)	evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c)	presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5.	The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditor's
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weakness in internal controls; and

b)	any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6.	The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.



Dated:  May 17, 2004    By: /s/ Roger Neal Smith
                           ---------------------
                                Roger Neal Smith
                                Chief Executive Officer


<PAGE>


CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Larry Taylor, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of OBN
Holdings, Inc.

2.	Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.	The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:

a)	designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

b)	evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c)	presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5.	The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditor's
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weakness in internal controls; and

b)	any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6.	The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Dated:  May 17, 2004    By: /s/ Larry Taylor
                           ------------------
                                Larry Taylor
                                Chief Financial Officer


<PAGE>





                                Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of QT 5, Inc. (the "Company")
on Form 10-QSB for the quarter ended March 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),
each of the undersigned, in the capacities and on the date indicated
below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that to his knowledge:

(1)	The report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.



Dated:  May 17, 2004    By: /s/ Roger Neal Smith
                           ----------------------
                                Roger Neal Smith
                                Chief Executive Officer



Dated:  May 17, 2004    By: /s/ Larry Taylor
                           ------------------
                                Larry Taylor
                                Chief Financial Officer




<PAGE>