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 September 30, 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 November 14, 2004 the Company had 5,930,750 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 September 30, 2004
                          (Unaudited) and June 30, 2004
                        Consolidated Statements of Operations (Unaudited) for
                          the Three Month Period Ended September 30, 2004 and
                          2003
                        Consolidated Statements of Cash Flows (Unaudited) for
                          the Three Month Period Ended September 30, 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. Unregistered Sales of Equity Securities and Use of
                          Proceeds
                Item 4. Submission of Matters to a Vote of Securities Holders
                Item 5. Other Information
                Item 6. Exhibits


<PAGE>

                              OBN Holdings, Inc.
                         CONSOLIDATED BALANCE SHEETS


                                                 September         June 30,
                                                 30, 2004            2004
                                                 --------       -------------
                                                (Unaudited)


ASSETS

Current assets:
  Cash and cash equivalents                     $     3,381     $     3,493
                                                ------------    ------------
    Total current assets                              3,381           3,493

Fixed assets, net                                     2,500           2,500
Broadcasting license                                130,000         130,000
Programming rights, net of accumulated
  amortization of $44,702 and $43,342,
  respectively                                      846,738          41,287
Film library, net of accumulated amortization
  of $41,550 and $22,740, respectively               68,640          72,600
Website development costs, net of accumulated
 amortization of $41,550 and $22,740,
 respectively                                        31,377         37,062
Deposits                                             36,230         36,230
                                                ------------    -----------
                                                $ 1,115,485     $  319,679
                                                ------------    -----------
    Total assets                                $ 1,118,866     $  323,172
                                                ============    ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities:
  Accounts payable                              $ 1,188,702     $  532,147
  Accrued payroll and related                       694,871        554,050
  Current portion of obligations under capital
   lease                                             32,859         43,328
  Programming rights payable                         80,030         80,030
  Notes and accrued interest payable                 84,456         21,210
  Notes and accrued interest payable
   to related parties                               194,633        181,437
                                                ------------    -----------
    Total current liabilities                     2,275,551      1,412,202

Capital lease obligation, net of current portion     54,530         54,530
                                                ------------    -----------
    Total liabilities                             2,330,081      1,466,732
                                                ------------    -----------
Stockholders' (deficit) equity:
  Undesignated preferred stock, $0.001 par
   value; 20,000 shares authorized; no shares
   issued and outstanding                              -              -
  Common stock; $.001 par value; 50,000,000
   shares authorized; 5,913,252 and 5,822,752
   shares issued and outstanding, respectively        5,913          5,822
  Additional paid-in capital                      3,484,828      3,281,475
  Accumulated deficit                            (4,701,956)    (4,430,857)
                                                ------------    ------------
    Total stockholders' (deficit) equity         (1,211,215)    (1,143,560)
                                                ------------    ------------
                                                $ 1,118,866     $   323,172
                                                =============   ============


See accompanying notes to unaudited consolidated financial statements.

                                       Page 3

<PAGE>


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


                                    For The Three Months
                                    Ended September 30,
                                    --------------------
                                     2004          2003

Revenue, net of affiliate costs    $  31,330     $  53,597

Cost of sales                         39,191        24,050
                                   ----------    ----------
    Gross (loss) profit               (7,861)       29,547

General and administrative expenses  254,762       479,319
                                   ----------    ---------
Loss from operations                (262,623)     (449,772)
                                   ----------    ----------

Other income (expense):
  Other income                           442         1,314
  Interest expense                    (8,916)       (1,005)
                                   ----------    ----------
    Total other income
      (expense), net                  (8,474)          309
                                   ----------    ----------
Loss before income taxes            (271,097)     (449,463)

Income taxes                               -             -
                                   ----------    ---------
Net loss                           ($271,097)    ($449.463)
                                   ==========    ==========

Net loss available to common
 Stockholders per common
 share:

 Basic and diluted net
   loss per common share              ($0.05)       ($0.08)
                                   ==========    ==========
 Basic and diluted weighted
   average shares outstanding      5,876,045     5,760,378
                                   =========     ==========


See accompanying notes to unaudited consolidated financial statements.


                                       Page 4

<PAGE>


                              OBN Holdings, Inc.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                      FOR THE THREE MONTHS
                                                       ENDED SEPTEMBER 30,
                                                    ------------------------
                                                       2004          2003
                                                    ----------    ----------
                                                    (Unaudited)   (Unaudited)

Cash flows from operating activities:
  Net loss                                          $ (271,097)   $(449,463)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Depreciation and amortization                      17,692        4,683
     Bad debt provision                                   -         200,000
     Shares issued for services                         49,500         -
     Changes in operating assets and liabilities:
       Accounts receivable, net                           -         (54,692)
       Prepaid expenses and other current assets          -          32,254
       Deposits                                           -          (1,274)
       Accounts payable and accrued expenses            30,724      140,960
                                                    -----------   ----------
         Net cash used in operating activities        (173,181)    (127,532)
                                                    -----------   ----------

Cash flows from investing activities:
  Purchases of fixed assets                               -          (1,000)
                                                    -----------   ----------
  Net cash used in investing activities                      0       (1,000)
                                                    -----------   ----------

Cash flows from financing activities:
  Proceeds from notes payable                           61,875       70,000
  Proceeds from notes payable to related parties        10,000        7,000
  Repayment on notes payable to related parties           -          (3,408)
  Principal payments under capital lease
   obligations                                            -         (56,995)
  Proceeds from issuance of common stock               101,194      110,100
                                                    -----------   ----------
  Net cash provided by financing activities            173,069      126,697
                                                    -----------   ----------
Net change in cash and cash equivalents                   (112)      (1,835)

Cash and cash equivalents beginning of period            3,493       28,795
                                                    -----------   ----------
Cash and cash equivalents end of period             $    3,381    $  26,960
                                                    ===========   ==========
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                        $    8,916    $   1,835
                                                    ===========   ==========
    Income taxes                                    $        0    $       0
                                                    ===========   ==========

Supplemental disclosure of noncash investing
 and financing activities:
  Purchase of equipment/broadcasting rights
   under capital lease                              $        -    $ 130,000
                                                    -----------   ----------
  Programming rights in exchange for accounts
   payable                                          $  800,000    $       -
                                                    ===========   ==========
  Payments of accounts payable with common
   stock                                            $   39,500    $       -
                                                    ===========   ==========
  Purchase of programming rights with common
   stock                                            $   13,500    $       -
                                                    ===========   ==========


See accompanying notes to unaudited consolidated financial statements.

                                       Page 5



                              OBN HOLDINGS, INC.
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                              September 30, 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 period ended September 30, 2004
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 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,
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
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 $271,097 during the three month
period ended September 30, 2004.  It has a cash balance of $3,381 at
September 30, 2004.   In addition, at September 30, 2004, the
Company's accumulated deficit was $4,701,956 and the Company had
negative working capital of $2,272,170.  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.

                                       Page 6


<PAGE>

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
        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 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.

In addition, Eclectic has generated $500,000 in revenue from the sale of a
portion of its interest in the Company's Four Tops Television Special
subsequent to September 30, 2004 (see Note 9).


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 September 30, 2004 and for the three-month
periods ended September 30, 2004 and 2003 is presented in the tables below:


                                       Page 7

<PAGE>

As of and for the quarter ended September 30, 2004


<TABLE>
<CAPTION>
                                          Infomercial-Paid
                Prime Time     TV & Film    Programming     Corporate     Reconciling     Total
                Broadcasting   Production   Broadcasting                  Items

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

Assets          $ 535,824       $ 815,461    $   76,689      $ 1,445,373     ($1,754,481)  $  1,118,866

Liabilities     ($667,829)      ($787,369)    ($536,759)       ($779,976)       $441,852    ($2,330,081)

Revenues, net
of affiliate
costs             $24,252         $18,972       $12,358               $0        ($24,252)       $31,330

Expenses         ($87,483)       ($36,753)     ($31,656)       ($162,313)        $24,252      ($293,953)

Other
Inc/(Exp)            $460         ($3,400)     ($4,800)            ($734)             $0        ($8,474)

Net Income       ($62,771)       ($21,181)     ($24,098)       ($163,047)             $0      ($271,097)


For the quarter ended September 30, 2003


                                          Infomercial-Paid
                Prime Time     TV & Film    Programming     Corporate     Reconciling     Total
                Broadcasting   Production   Broadcasting                  Items

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

Revenues, net
of affiliate
costs             $72,756              $0       $52,036           $1,561        ($72,756)       $53,597

Expenses        ($348,519)       ($24,436)    ($132,340)        ($70,830)        $72,756      ($503,369)

Other
Inc/(Exp)          $1,314              $0            $0          ($1,005)             $0           $309

Net Income      ($274,449)       ($24,436)     ($80,304)        ($70,274)             $0      ($449,463)




</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
September 30, 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.

There were no outstanding accounts receivable as of September 30,
2004.  For the three-month period ended September 30, 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,
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 8

<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
September 30, 2004, the Company's fixed assets consist primarily of
leasehold improvements totaling $2,500.

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-month period ended September 30, 2004,
such amortization totaled $8,049.  Eclectic produced its own programming
("From The Heart:  The Four Tops 50th Anniversary and Celebration"
- the "Four Tops Television Special") during the quarter ended
September 30, 2004, incurring approximately $800,000 of costs that
have been capitalized, and will be amortized when the programming
begins airing, which is estimated be begin in the first 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 recoups
all of its production expenses.  However, Eclectic retains ownership of all
rights.

The film library is discussed in Note 4.  This asset is being
amortized over its estimated useful life of 10 years beginning in
April 2004.  A total of $3,960 of amortization expense was recognized
during the three-month period ended September 30, 2004.

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 $5,683 for the three-month
period ended September 30, 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 (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 in the quarter ended June 30.
Based on its analysis, the Company's management believes that no
impairment of the carrying value of its broadcast license existed at
September 30, 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 its
broadcast license in the future.


                                       Page 9

<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 September 30, 2004.  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 one project that can be licensed (see above),
and three 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 in accordance with the product
availability dates in a signed agreement.  In November 2004, the
Company sold a portion of its interest in the Four Tops Television
Special for $500,000.  This receipt will be recorded to income as the project
is aired over its estimated life.

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

                                       Page 10

<PAGE>

lieu of accepting fewer advertising slots to be sold and recognized as
revenue.  For the three-month periods ended September 30, 2004 and 2003,
affiliate costs totaled $1,844 and $11,715, 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
ended September 30, 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 three months ended September 30, 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.

                                       Page 11

<PAGE>


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
$78,600. The Company began amortizing this library over its estimated
useful life of 10 years from April 1, 2004.

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, 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 12

<PAGE>

NOTE 6 - NOTES PAYABLE

The Company has $180,000 in loans from a related
party under 5% promissory notes. The principal and interest is due and
payable on demand.  As of September 30, 2004, the accrued interest on
these notes totaled $6,583.

The Company has a loan under a 10% promissory note from family members
of the Company's officers totaling $7,000 at September 30, 2004. The
note has no set maturity date, and is payable upon demand.  As of
September 30, 2004, the accrued interest on this note totaled $1,050.

Related party interest expense under these notes for the three months
ended September 30, 2004 was $3,196.

At September 30, 2004, the Company had a $10,000 convertible
promissory note payable to a third party that bears interest at 10%,
which was paid on October 6, 2004.

At September 30, 2004 the Company had a $10,000 notes payable to a
third party that bears interest at 10%.  The note has no set maturity
date, and is payable upon demand.

The Company secured a stock loan using 50,000 shares as collateral.
The loan provided gross proceeds of $63,000, is due July 28, 2007
and accrues interest at 8.25%.  A placement fee of $5,000 was paid,
netting the Company $58,000.

As of September 30, 2004, the accrued interest on all non-related notes
payable totaled $1,456.

NOTE 7 - STOCKHOLDERS' EQUITY

During the three-month period ended September 30, 2004 a total of
47,500 shares of Company stock was sold at various per share amounts
ranging from $1.83 to $2.50 generating cash of $101,194.   A total of
5,000 shares were granted at $2.70 per share to obtain programming rights
valued at $13,500.  A total of 11,500 shares at $2.00 per share were granted
in lieu of $23,000 of KSSY lease payments.   A total of 26,500 shares at
$2.25 -$2.50 per share were issued to employees and third parties for various
services valued at $49,500.


NOTE 8 - LOSS PER SHARE

Basic and diluted loss per common share is computed as follows for the
three months ended September 30, 2004 and 2003:




                                      Three Months Ended
                                      Sept 30,  Sept 30,
                                       2004       2003
                                     -------    --------

Numerator for basic and diluted
 loss per common share:
   Net loss                        ($271,097)  ($449,463)

Denominator for basic and diluted
 loss per common share:
   Weighted average common
     shares outstanding            5,876,045   5,760,378
Net loss per common share
  available to common
  shareholder                     $    (0.05)  $   (0.08)





                                       Page 13

<PAGE>
NOTE 9 - SUBSEQUENT EVENTS

On October 6, 2004, the Company entered into a loan agreement to borrow
$53,025 which, net of fees, resulted in net proceeds of $50,350.  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 5.75% as of
September 30, 2004).

On October 22, 2004, the Company sold an additional 17,500 shares of the
Company's common stock at $0.80 per share resulting in proceeds of $14,000.

On November 4, 2004, Eclectic Entertainment sold a portion of its
interest in the Four Tops Television Special.  A total of $500,000
was received from the sale.  Under the terms of the transaction, the buyer
shall receive 50% of the revenue Eclectic earns from the project, after
production and marketing expenses have been recouped.  However,
Eclectic retains 100% ownership in the rights to the show.

On November 8, 2004, Eclectic Entertainment entered into an agreement
to distribute the feature film entitled "One Last Ride."  The
agreement was entered into with the producers of the film, and was for
distribution rights for all media in the United States and its
territories.  The agreement is for a period of seven years, with an
option for an additional seven years.  Under the terms of the
agreement, after recouping its out-of-pocket expenses, Eclectic shall
receive sixty percent (60%) of all revenues generated from the
exploitation of the film, and the producers shall receive forty
percent (40%).  Eclectic provided the producers with an advance
payment of $20,000, which the Company will recoup from the revenue
generated.


                                       Page 14

<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 Omni has
remained on the air and continues developing content for the
television network. Moreover, 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 Broadcasting 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. 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 will initially air on Omni in the spring of 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. POD,
our third subsidiary, continues to air primarily paid programming and
infomercials on the unused Omni airtime. Plans to launch our fourth
subsidiary, ASTN, have been postponed until January 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 for 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.
Recently, a Director of Sales has been hired and will begin building
the sales infrastructure. Given our original content and affiliate
base, we expect that revenues from broadcast operations will
significantly improve.

In October 2004, we cancelled the SB-2 offering because we
determined that we currently have sufficient capital available to
finance our anticipated projects.  Should we determine additional
funds are required for new projects, we will consider debt and equity
alternatives.

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 September 30, 2004, and the unaudited statements
of operations and cash flows for the three months ended September 30,
2004 and 2003, 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.

The Company cautions readers that important facts and factors
described in this Management's Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this document
sometimes have affected, and in the future could affect, the Company's
actual results, and could cause the Company's actual results during
2005 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 $271,097 during the three months ended September 30, 2004.  It


                                       Page 15

<PAGE>

has a cash balance of $3,381 at September 30, 2004.   In addition, at
September 30, 2004, the Company's accumulated deficit was $4,701,956
and the Company had negative working capital of $2,272,170.  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
        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 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.

In addition Eclectic has generated $500,000 in revenue from the sale of a
portion of its interest in the Company's Four Tops Television Special
subsequent to September 30, 2004.


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


                                       Page 16

<PAGE>

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 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 one project 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 in accordance with the product
availability dates in a signed agreement.

                                       Page 17

<PAGE>

Revenue Sharing With Program Licensors

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

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

Revenue from Advertising (and Paid Programming)

Advertising and paid programming revenue are recognized as the
commercials/programs are aired.

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

Bartering with Affiliate Stations

Under a cash-plus-barter arrangement, the Company provides a specified
amount of cash, the programming content and a specified number of
program advertising slots to affiliate 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.

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 $31,330
for the three-month period ended September 30, 2004 as compared to
($9,537) for the entire 2004 fiscal year.  The primary sources of
revenue were from the Production and Infomercial Broadcasting
segments, which generated $18,972 and $12,358 in revenues, net of
affiliate costs, for the three-month period, respectively as compared
to $0 and $6,203 for the entire year.  There were no sales generated from
the leased TV station during the three-month period ended September
30, 2004 as compared to $1,561 for the entire 2004 fiscal year.

Expenses incurred during the three-month period ended September 30,
2004 totaled $302,869 as compared to $1,428,199 for the entire 2004
fiscal year.  Other income/expenses for the three-month period ended
September 30, 2004 was income of $442.  Changes in interest expense
and tax expense are insignificant.  The net loss for the three-month
period ended September 30, 2004 was $271,097 as compared to a net loss
of $1,461,106 for the entire 2004 fiscal year.


                                       Page 18

<PAGE>


Three-Month Period Ended September 30, 2004 as Compared to September
30, 2003

The three-month period ended September 30, 2004 produced substantially
different results from the same period of 2003.  Results of operations
for the three-month periods ended September 30, 2004 and 2003 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.

As of adn for the quarter ended September 30, 2004:

<TABLE>
<CAPTION>
                                          Infomercial-Paid
                Prime Time     TV & Film    Programming     Corporate     Reconciling     Total
                Broadcasting   Production   Broadcasting                  Items

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

Assets          $ 535,824       $ 815,461    $   76,689      $ 1,445,373     ($1,754,481)  $  1,118,866

Liabilities     ($667,829)      ($787,369)    ($536,759)       ($779,976)       $441,852    ($2,330,081)

Revenues, net
of affiliate
costs             $24,252         $18,972       $12,358               $0        ($24,252)       $31,330

Expenses         ($87,483)       ($36,753)     ($31,656)       ($162,313)        $24,252      ($293,953)

Other
Inc/(Exp)            $460         ($3,400)     ($4,800)            ($734)             $0        ($8,474)

Net Income       ($62,771)       ($21,181)     ($24,098)       ($163,047)             $0      ($271,097)


For the quarter ended September 30, 2003:


                                          Infomercial-Paid
                Prime Time     TV & Film    Programming     Corporate     Reconciling     Total
                Broadcasting   Production   Broadcasting                  Items

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


Revenues, net
of affiliate
costs             $72,756              $0       $52,036           $1,561        ($72,756)       $53,597

Expenses        ($348,519)       ($24,436)    ($132,340)        ($70,830)        $72,756      ($503,369)

Other
Inc/(Exp)          $1,314              $0            $0          ($1,005)             $0           $309

Net Income      ($274,449)       ($24,436)     ($80,304)        ($70,274)             $0      ($449,463)



</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 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 quarter ended September 30, 2004, revenues, net of affiliate costs,
from this segment of operations totaled $24,252, all of which represented
inter-company charges where Omni invoiced POD for use of the satellite uplink.
Revenues for the same period in 2003 were $72,756.  Expenses were
$87,483 for the quarter ended September 30, 2004 as compared to $348,519
for the same period in 2003.  Among the items expensed during that period
were $30,702 of accrued payroll costs and $35,900 of satellite uplink costs.
The net loss for this segment of operations was $62,771 for the quarter ended
September 30, 2004 as compared to a net loss of $274,449 for the same period
in 2003.

TV and Film Production (Eclectic)

Revenues generated in this segment of operations totaled $18,972 for the
quarter ended September 30, 2004 as compared to $0 during the same period
in 2003.  The Company incurred $36,753 of expense during the period compared
to $24,436 in 2003.  Expenses included $8,972 of program development costs
and $21,988 of accrued salaries.  The net loss for this segment was $21,181
for the quarter ended September 30, 2004 as compared to a loss of $24,436
for the period in 2003.

Infomercial-Paid Programming Broadcasting (POD)

Revenues, net of affiliate costs, generated from infomercial
broadcasting totaled $12,358 for the quarter ended September 30, 2004 as
compared to $32,036 for the same period in 2003.  The Company incurred
$31,656 in expenses for the quarter ended September 30, 2004 as compared to
$132,340 during the same period in 2003.  Among the
items expensed during that period were $24,252 of satellite uplink
costs, and $7,404 of marketing, promotion and consulting services.
The net loss for this segment of operations during the quarter ended
September 30, 2004 was $24,098 as compared to a net loss of $80,304 for the
same period in 2003.

OBN Corporate

No revenues were generated from OBN corporate operations during the quarter
ended September 30, 2004 as compared to $1,561 of revenue during the same
period of 2003.  The expenses incurred by OBN corporate were $162,313 for the
quarter ended September 30, 2004 as compared with $70,830 in 2003.
This amount included $106,458 of accrued salaries and $64,600 of other general
and administrative expenses.  The net loss for OBN corporate was $163,047
during the period ended September 30, 2004 as compared to a net loss of
$70,274 for the same period in 2003.


LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2004 the Company's current liabilities of
$2,275,551 exceeded current assets of $3,381 by $2,272,170.
Approximately 30% of current liabilities represented accrued payroll
for executives.

During the quarter ended September 30, 2004, the Company generated cash
from new borrowings of $71,875 and from equity sales of $101,194, which
were used to fund the Company's operating loss for the period.


                                       Page 19

<PAGE>


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.

On October 12, 2004, the Company terminated its stock offering.
It determined that it currently has sufficient capital available to
finance anticipated projects.  Should the Company determine additional
funds are required for new projects, it will consider both debt and
equity alternatives for financing.

In November 2004, Eclectic received $500,000 in revenue from the sale
of a portion of its interest in the television special "From The
Heart:  The Four Tops 50th Anniversary and Celebration."  Under the
terms of the agreement, the purchaser receives a percentage of the
proceeds generated from the exploitation of the special, but Eclectic
retains ownership of the property.


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. As of September 30, 2004 (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 20

<PAGE>


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

During the three-month period ended September 30, 2004 a total of
47,500 shares of Company stock was sold at various per share amounts
ranging from $1.83 to $2.50 generating cash of $101,194.   A total of
5,000 shares were granted at $2.70 per share to obtain programming rights
valued at $13,500.  A total of 11,500 shares at $2.00 per share were granted
in lieu of $23,000 of KSSY lease payments.   A total of 26,500 shares at
$2.25 -$2.50 per share were issued to employees for various services valued at
$49,500.

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
        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.

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


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


                                       Page 21

<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:  November 15, 2004       By: /s/ Roger Neal Smith
                                    ----------------------
                                        Roger Neal Smith
                                        Chief Executive Officer


                                       Page 22

<PAGE>