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 December 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 000-51021

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

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

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

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

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

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

Yes   X       No _____

As of February 14, 2005 the Company had 5,968,439 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 December 31,
                          2004 (Unaudited) and June 30, 2004
                        Consolidated Statements of Operations
                          (Unaudited) for the Three and Six Month
                          Periods Ended December 31, 2004 and 2003
                        Consolidated Statements of Cash Flows
                          (Unaudited) for the Six Month Periods Ended
                          December 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. 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


                                                 Dec. 31           June 30,
                                                  2004               2004
                                                 --------       -------------
                                                (Unaudited)


ASSETS

Current assets:
  Cash and cash equivalents                     $    41,655     $     3,493
                                                ------------    ------------
    Total current assets                             41,655           3,493

Fixed assets, net                                     2,500           2,500
Broadcasting license                                130,000         130,000
Programming rights, net of accumulated
  amortization of $52,512 and $43,342,
  respectively                                      285,393          41,287
Film library, net of accumulated amortization
  of $14,520 and $6,600, respectively                68,640          72,600
Website development costs, net of accumulated
 amortization of $47,235 and $35,865,
 respectively                                        25,692         37,062
Deposits                                             36,230         36,230
                                                ------------    -----------
                                                    544,495        319,679
                                                ------------    -----------
    Total assets                                $   586,150     $  323,172
                                                ============    ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities:
  Accounts payable                              $   826,859     $  532,147
  Accrued payroll and related                       767,855        554,050
  Current portion of obligation under capital
   lease                                             25,747         43,328
  Programming rights payable                         80,030         80,030
  Notes and accrued interest payable                121,797         21,210
  Notes and accrued interest payable
   to related parties                               193,437        181,437
                                                ------------    -----------
    Total current liabilities                     2,015,725      1,412,202

Capital lease obligation, net of current portion     54,530         54,530
                                                ------------    -----------
    Total liabilities                             2,070,255      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; 5,962,252 and 5,822,752
   shares issued and outstanding, respectively        5,962          5,822
  Additional paid-in capital                      3,534,286      3,281,475
  Accumulated deficit                            (5,024,353)    (4,430,857)
                                                ------------    ------------
    Total stockholders' deficit                  (1,484,105)    (1,143,560)
                                                ------------    ------------
                                                $   586,150     $   323,172
                                                =============   ============


See accompanying notes to unaudited consolidated financial statements.

                                       Page 3

<PAGE>


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



<TABLE>

<CAPTION>


                                    For The Three Months       For The Six Months
                                    Ended December 31,         Ended December 31,
                                    --------------------       ------------------
                                     2004          2003         2004        2003

<S>                                 <C>           <C>         <C>         <C>
Revenue, net of affiliate costs      ($4,135)      ($6,049)    $27,195     $35,833

Cost of sales                          5,861       126,498      45,052     244,051
                                   ----------    ----------   ---------   ---------
    Gross (loss) profit               (9,996)     (132,547)    (17,857)   (208,218)

General and administrative expenses  309,717       193,427     564,479     567,528
                                   ----------    ---------    ---------   ---------
Loss from operations                (319,713)     (325,974)   (582,336)   (775,746)
                                   ----------    ----------   ---------   ---------

Other income (expense):
  Other income                           592             0       1,034       1,314
  Interest expense                    (3,276)       (9,550)    (12,192)    (10,555)
                                   ----------    ----------   ---------   ---------
    Total other
       expense, net                   (2,684)       (9,550)    (11,158)     (9,241)
                                   ----------    ----------   ---------   ---------
Loss before income taxes            (322,397)     (335,524)   (593,494)   (784,987)

Income taxes                               -             -           -           -
                                   ----------    ---------    ---------   ---------
Net loss                           ($322,397)    ($335.524)  ($593,494)  ($784,987)
                                   ==========    ==========   =========   =========

Net loss available to common
 Stockholders per common
 share:

 Basic and diluted net
   loss per common share              ($0.05)       ($0.06)     ($0.10)     ($0.14)
                                   ==========    ==========   =========   =========
 Basic and diluted weighted
   average shares outstanding      5,946,638     5,785,378   5,911,342   5,772,869
                                   =========     ==========  =========   =========




</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       Page 4

<PAGE>


                              OBN Holdings, Inc.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                      FOR THE SIX MONTHS
                                                       ENDED DECEMBER 31,
                                                    ------------------------
                                                       2004          2003
                                                    ----------    ----------
                                                     Unaudited     Unaudited

Cash flows from operating activities:
  Net loss                                          $ (593,494)   $(784,987)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Depreciation and amortization                      26,910       97,242
     Bad debt provision                                   -         200,000
     Shares issued for services                         53,705         -
     Changes in operating assets and liabilities:
       Accounts receivable, net                           -         (82,200)
       Programming rights                              442,774         -
       Deposits                                           -             170
       Accounts payable and accrued expenses          (145,939)     378,937
       Payments on programming rights payable             -         (22,780)
                                                    -----------   ----------
         Net cash used in operating activities        (216,044)    (213,958)
                                                    -----------   ----------

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                          114,900       60,000
  Proceeds from notes payable to related parties        10,000       97,000
  Repayments on notes payable                          (15,640)        -
  Repayment on notes payable to related parties         (1,300)      (3,512)
  Principal payments under capital lease
   obligations                                            -         (62,667)
  Proceeds from issuance of common stock               146,246      110,100
                                                    -----------   ----------
  Net cash provided by financing activities            254,206      200,921
                                                    -----------   ----------
Net change in cash and cash equivalents                 38,162      (14,037)

Cash and cash equivalents beginning of period            3,493       28,795
                                                    -----------   ----------
Cash and cash equivalents end of period             $   41,655    $  14,758
                                                    ===========   ==========
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                        $   11,901    $   3,896
                                                    ===========   ==========
    Income taxes                                    $     -       $    -
                                                    ===========   ==========

Supplemental disclosure of noncash investing
 and financing activities:
  Purchase of property/equipment from
   capital lease                                    $     -       $ 130,000
                                                    -----------   ----------
  Programming rights in exchange for rights
   and accounts payable                             $  681,000    $ 103,880
                                                    ===========   ==========

  Accounts receivables converted to film
   library                                                -       $  79,200
                                                    ===========   ==========
  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




<PAGE>


OBN HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
December 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 six-month periods ended
December 31, 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 included in the
Company's Form 10-KSB for the fiscal year ended June 30, 2004.

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Background and Organization

OBN Holdings, Inc. (the "Company") is an entertainment company
engaged in television broadcasting, feature film and television
production, 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 $593,494 during the six month period ended December 31,
2004.  It has a cash balance of $41,655 at December 31, 2004.
In addition, at December 31, 2004, the Company's accumulated
deficit was $5,024,353 and the Company had negative working
capital of $1,974,070.  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:

                                    Page 6


<PAGE>

1) 	The Company is aggressively developing and licensing new
television programs for Omni.  Management is continually
meeting with independent television producers who have
approached the Company with ideas for shows that they would
like to have aired on the network.  The Company expects the
new television programs to attract a greater audience
interest, which will also result in a larger number of
affiliate television stations.

2)	The Company is identifying and creating production and
distribution opportunities for Eclectic.  The Company is
continually developing new ideas for television programs for
airing on Omni as well as licensing the programs to cable
networks.  Additionally, the Company is currently structuring
feature film production and distribution joint ventures with
other independent producers in both the United States and
Europe.

3)	The Company is marketing the airtime available on POD to
independent television program distributors and small
television networks.

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

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

6)	The Company is taking steps to increase the awareness of its
subsidiaries.  Press releases related to Omni and Eclectic are
being distributed to the media, and have been published
nationally. The Company has used, and will continue to use,
the services of professional publicists on a project-by-
project basis.

7)	The Company is currently developing relationships with
strategic partners worldwide to increase its visibility and to
create additional sources of funding and revenue.

8)	The Company has, and will continue to keep, tight controls
over it expenses, will hire additional staff only as needed,
and when feasible, will continue to have support and
production staff provide services to all of the OBN entities.


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 December 31, 2004 and for the
three and six-month periods ended December 31, 2004 and 2003 is
presented in the tables below:


                                    Page 7

<PAGE>


As of and for the six months ended December 31, 2004

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

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

Assets                         $515,190         $360,872       $74,233      $1,490,082   ($1,854,227)   $   586,150

Liabilities                    (729,076)        (487,763)     (537,754)       (813,755)      498,093     (2,070,255)

Revenues,
net of
affiliate
cost                             24,252           18,972         8,223              --       (24,252)        27,195

Expenses                       (136,747)         (85,657)      (42,478)       (368,901)       24,252       (609,531)

Other
Inc/Exp                         (18,657)        (154,979)       (4,800)        167,278            --        (11,158)

Net Income                     (131,152)        (221,664)      (39,055)       (201,623)           --        (593,494)


</TABLE>

For the quarter ended December 31, 2004


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

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



Revenues,
net of
affiliate
cost                                   --             --         ($4,135)          --           --           ($4,135)

Expenses                          (52,368)       (48,897)        (10,822)    (203,491)          --          (315,578)

Other
Inc/Exp                           (19,116)      (151,579)              0      168,011           --            (2,684)

Net
Income                            (71,484)      (200,476)        (14,957)     (35,480)          --          (322,397)



</TABLE>


As of and for the six months ended December 31, 2003




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

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



Assets                           $418,191        $16,835       $95,015       $1,188,683   ($1,325,859)   $392,865

Liabilities                      (398,191)       (67,829)     (281,785)        (455,123)      267,838    (935,090)

Revenues,
net of
affiliate
cost                              133,412             --        46,372            1,561      (145,512)     35,833

Expenses                         (538,875)       (45,888)     (222,536)        (149,792)      145,512    (811,579)

Other
Inc/Exp                             1,314             --            --          (10,555)           --      (9,241)

Net Income                       (404,149)       (45,888)     (176,164)        (158,786)           --    (784,987)


</TABLE>

                                    Page 8


<PAGE>

For the quarter ended December 31, 2003



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

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



Revenues,
net of
affiliate
cost                            $60,656              --       $6,051               --      ($72,756)     ($6,049)

Expenses                       (184,032)         (21,452)   (101,205)         (85,992)       72,756     (319,925)

Other
Inc/Exp                              --               --          --           (9,550)           --       (9,550)

Net
Income                         (123,376)         (21,452)    (95,154)         (95,542)           --     (335,524)


</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 December 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.

There were no outstanding accounts receivable as of December 31,
2004.  For the six-month period ended December 31, 2004, sales to
the two largest customers totaled approximately 21% 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.

Fixed Assets


                                    Page 9

<PAGE>


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 December 31, 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, which totals $98,130 at
December 31, 2004.  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 six-month
periods ended December 31, 2004, such amortization totaled $8,048
and $15,668, respectively.

Eclectic produced its own programming during the quarter ended
December 31, 2004, incurring approximately $50,000 of additional
costs that have been capitalized that will be amortized when the
programming begins airing, which is estimated to begin in the
second quarter of 2005. An agreement exists between Eclectic, The
Four Tops and Lee Tofanelli & Associates, the production company,
whereby each of the three entities share one third of the revenue
generated from the exploitation of the Four Tops Television
Special after Eclectic and the other parties recoup all of their
production expenses. In addition, Eclectic has sold 50% of its
1/3 interest in its Four Tops Television Special
production for $500,000, which has
been recorded as a reimbursement of capitalized programming
rights as the agreement requires the third-party investor to be
reimbursed for this investment as part of Eclectic's production
expense recoupment.  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 five years beginning in
April 2004.  A total of $3,960 and $7,920 of amortization expense
was recognized during the three and six-month periods ended
December 31, 2004, respectively.

Website development costs are accounted for using Emerging Issues
Task Force ("EITF") Issue No. 00-2, "Accounting for Web Site
Development Costs."  Website development costs and the accounting
for such costs should be accounted for under AICPA Statement of
Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use."  Applicable website
development costs incurred are being amortized over a three-year
period and resulted in amortization expense (included in general
and administrative expenses in the consolidated statement of
operations) of $5,683 and $11,370 for the three and six-month
periods ended December 31, 2004, respectively.

Intangible Assets

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


                                    Page 10

<PAGE>

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

Impairment of Long-Lived Assets

The Company's management assesses the recoverability of its long-
lived assets by determining whether the depreciation and
amortization of long-lived assets over their remaining lives can
be recovered through projected undiscounted future cash flows.
The amount of long-lived asset impairment is measured based on
fair value and is charged to operations in the period in which
long-lived asset impairment is determined by management.  Based
on its analysis, the Company believes that no impairment of the
carrying value of its long-lived assets existed at December 31,
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 two projects that can be licensed, and
several additional projects are underway. As projects are
completed, the Company will have the option of airing the TV
programs on its own network and/or licensing the programs to be
aired on other networks.
Likewise, feature films can be licensed to foreign markets for
distribution. Thus, among the revenue sources are other networks
in the case of TV projects or foreign markets for feature films.

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

Revenue Sharing With Program Licensors

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


                                    Page 11

<PAGE>

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

Revenue from Advertising (and Paid Programming)

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

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

Bartering with Affiliate Stations

Under a cash-plus-barter arrangement, the Company provides a
specified amount of cash, the programming content and a specified
number of program advertising slots to affiliate stations. In
exchange the affiliates agree to broadcast the program to their
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 six-month
periods ended December 31, 2004, affiliate costs totaled $4,135
and $5,979, respectively.

Stock-Based Compensation

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

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

The Company has a stock-based employee compensation plan. The
Company will account for employee options granted under this plan
under the recognition and measurement principles of APB 25, and
related interpretations. No stock-based employee compensation
cost is reflected in the consolidated statement of operations, as
no new employee options or warrants have been granted for the
three-months and six-months ended December 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
three and six months ended December 31, 2004 and 2003.

                                    Page 12

<PAGE>


In December 2004, the FASB issued SFAS No. 123 (revised 2004) "Share-
Based Payment" ("SFAS No. 123(R)") to provide investors and other users of
financial statements with more complete and neutral financial
information by requiring that the compensation cost relating to
share-based payment transactions be recognized in financial statements.
The cost will be measured based on the fair value of the equity or liability
instruments issued.  SFAS No. 123(R) covers a wide range of share-based
compensation arrangements, including share options, restricted share plans,
performance-based awards, share appreciation
rights, and employee share purchase plans.  SFAS No. 123(R) replaces
SFAS No. 123, and supersedes APB 25.  SFAS No. 123,
as originally issued in 1995, established as preferable a fair-value-based
method of accounting for share-based payment transactions with employees.
However, that Statement permitted entities the option of continuing to apply
the guidance in APB 25, as long as the footnotes to financial statements
disclosed what net income would have been had the preferable fair-value-based
method been used.  Public entities (other than those filing as small business
issuers) will be required to apply SFAS No. 123(R) as of the first interim or
annual reporting period that begins after June 15, 2005.  The Company is in
the process of evaluating whether the adoption of SFAS No. 123(R) will have a
significant impact on the Company's overall results of operations or financial
position.


NOTE 3 - BROADCAST LICENSE

The Company has entered into a capital lease agreement for
television station KSSY located in Arroyo Grande, California,
which is located in central California. The lease agreement,
which is for a period of three years, requires the Company to pay
the lessor approximately $4,167 per month - resulting in an
annual payment of $50,000. At the end of the third year, when the
Company's payments total $150,000, title will be transferred to
the Company for a 95% interest in the television station. The
lease agreement also includes a provision that if the lessor is
prohibited by the Federal Communications Commission ("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 life under SFAS No. 142.   Under SFAS No. 142,
this asset is subject to impairment tests at least annually.
Revenues and expenses of the television station are recognized by
the Company on an ongoing basis from the date of the agreement,
along with a minority interest representing the ownership
retained in the television station by the seller.

NOTE 4 - FILM LIBRARY

In January 2004, the Company acquired the name and film library
of ASTN in exchange for ASTN's outstanding payable to the Company
of $79,200. The Company began amortizing this library over its
estimated useful life of five years from April 1, 2004.

                                    Page 13

<PAGE>

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.

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 December 31, 2004, the accrued interest on
these notes totaled $8,770.

The Company has a loan balance under a 10% promissory note from
family members of the Company's officers totaling $3,500 at
December 31, 2004. The note has no set maturity date, and is
payable upon demand.  As of December 31, 2004, the accrued
interest on this note totaled $1,167.

Related party interest expense under these notes for the six
months ended December 31, 2004 was $9,937.

At December 31, 2004 the Company had $5,000 of notes payables to
a third party that bears interest at 10%.  The notes have no set
maturity date, and are payable upon demand.  As of December 31,
2004, the accrued interest on these notes totaled $1,000.

The Company secured a stock loan using 50,000 shares as
collateral.  The loan provided gross proceeds of $62,732, is due
July 28, 2007 and accrues interest at 8.25%.  A placement fee of
$5,000 was paid, netting the Company $58,000.

On October 6, 2004, the Company entered into a loan agreement to
borrow $53,025 which, net of fees, resulted in net proceeds and
balance owed 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
December 31, 2004).

For the six month period ended December 31, 2004, the interest on
all non-related notes payable totaled $3,836.

NOTE 7 - STOCKHOLDERS' EQUITY

During the six-month period ended December 31, 2004 a total of
95,000 shares of Company stock was sold at various per share
amounts ranging from $0.83 to $2.50 generating cash of $146,246.
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 $39,500 of KSSY lease
payments.   A total of 28,000 shares at $1.03 to $2.50 per share
were issued to employees and third parties for various services
valued at $53,705.


                                    Page 14

<PAGE>

NOTE 8 - LOSS PER SHARE

Basic and diluted loss per common share is computed as follows
for the six months ended December 31, 2004 and 2003:




                                        Six Months Ended
                                        ----------------
                                      Dec 31,         Dec 31,
                                       2004            2003
                                      -------         -------

Numerator for basic and diluted
   loss per common share:
      Net loss                        ($593,494)      ($784,987)


Denominator for basic and diluted
   loss per common share
      Weighted average common
      shares outstanding              5,911,342       5,772,869



Net loss per common share
   available to common shareholder       ($0.10)         ($0.14)


Basic and diluted loss per common share is computed as follows
for the three months ended December 31, 2004 and 2003:


                                           Three Months Ended
                                           ------------------
                                      	Dec. 31,  	Dec. 31,
                                       	   2004       	  2003
                                    	 -------    	--------
Numerator for basic and diluted
  loss per common share:
     Net loss                        	($322,397)  	($335,524)

Denominator for basic and diluted
 loss per common share:
   Weighted average common
     shares outstanding                 5,946,638       5,785,378

Net loss per common share
  available to common
  shareholder                          $    (0.05)      $   (0.06)


NOTE 9 - SUBSEQUENT EVENTS

In January, 2005 a total of 6,187 shares at $0.75 per share were
granted in lieu of $4,640 of KSSY lease payments.


                                    Page 15

<PAGE>


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

OPERATIONS

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

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

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

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

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

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


                                    Page 16

<PAGE>

GENERAL OVERVIEW

The following discussion and analysis of our financial condition
and results of operations should be read in conjunction with the
unaudited balance sheet as of December 31, 2004, and the
unaudited statements of operations and cash flows for the three
and six months ended December 31, 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 $593,494 during the six months
ended December 31, 2004.  It has a cash balance of $41,655 at
December 31, 2004.   In addition, at December 31, 2004, the
Company's accumulated deficit was $5,024,353 and the Company had
negative working capital of $1,974,070.  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 shows that they would like to have aired on the network.
The Company expects the new television programs to attract a
greater audience interest, which will also result in a larger
number of affiliate television stations.

2)	The Company is identifying and creating production and
distribution opportunities for Eclectic.  The Company is
continually developing new ideas for television programs for
airing on Omni as well as licensing the programs to cable
networks.  Additionally, the Company is currently structuring
feature film production and distribution joint ventures with
other independent producers in both the United States and
Europe.

3)	The Company is marketing the airtime available on POD to
television program distributors and small television networks.

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


                                    Page 17

<PAGE>

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

6)	The Company is taking steps to increase the awareness of its
subsidiaries.  Press releases related to Omni and Eclectic are
being distributed to the media, and have been published
nationally.  The Company has used, and will continue to use,
the services of professional publicists on a project-by-
project basis.

7)	The Company is currently developing relationships with
strategic partners worldwide to increase its visibility and to
create additional sources of funding and revenue.

8)	The Company has, and will continue to keep, tight controls
over it expenses, will hire additional staff only as needed,
and when feasible, will continue to have support and
production staff provide services to all of the OBN entities.

CRITICAL ACCOUNTING POLICIES

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

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

Allowance for Doubtful Accounts

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

Web Site Development Costs

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

Intangible Assets

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


                                    Page 18

<PAGE>


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

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

Revenue Sharing With Program Licensors

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

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

Revenue from Advertising (and Paid Programming)

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

                                    Page 19

<PAGE>

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
$27,195 for the six-month period ended December 31, 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
$8,223 in revenues, net of affiliate costs, for the six-month
period, respectively as compared to $0 and $6,203 for the entire
2004 fiscal year.  There were no sales generated from the leased
TV station during the six-month period ended December 31, 2004 as
compared to $1,561 for the entire 2004 fiscal year.

Expenses incurred during the six-month period ended December 31,
2004 totaled $609,531 as compared to $1,450,336 for the entire
2004 fiscal year.  Other income/expenses for the six-month period
ended December 31, 2004 was income of $1,034.  Changes in
interest expense and tax expense are insignificant.  The net loss
for the six-month period ended December 31, 2004 was $593,494 as
compared to a net loss of $1,461,106 for the entire 2004 fiscal
year.

Six-Month Period Ended December 31, 2004 as Compared to December
31, 2003

Results of operations for the six-month periods ended December
31, 2004 and 2003 are detailed in the charts below.   Included
are the assets, liabilities, revenues, expenses, other income and
net income for the three segments and corporate office.  In
addition, the results from accounting consolidation are presented
as reconciling items.

As of and for the six months ended December 31, 2004:

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

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

Assets                         $515,190         $360,872       $74,233      $1,490,082   ($1,854,227)   $   586,150

Liabilities                    (729,076)        (487,763)     (537,754)       (813,755)      498,093     (2,070,255)

Revenues,
net of
affiliate
cost                             24,252           18,972         8,223              --       (24,252)        27,195

Expenses                       (136,747)         (85,657)      (42,478)       (368,901)       24,252       (609,531)

Other
Inc/Exp                         (18,657)        (154,979)       (4,800)        167,278            --        (11,158)

Net Income                     (131,152)        (221,664)      (39,055)       (201,623)           --        (593,494)


</TABLE>

                                    Page 20

<PAGE>


As of and for the six months ended December 31, 2003




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

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



Assets                           $418,191        $16,835       $95,015       $1,188,683   ($1,325,859)   $392,865

Liabilities                      (398,191)       (67,829)     (281,785)        (455,123)      267,838    (935,090)

Revenues,
net of
affiliate
cost                              133,412             --        46,372            1,561      (145,512)     35,833

Expenses                         (538,875)       (45,888)     (222,536)        (149,792)      145,512    (811,579)

Other
Inc/Exp                             1,314             --            --          (10,555)           --      (9,241)

Net Income                       (404,149)       (45,888)     (176,164)        (158,786)           --    (784,987)

</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 six months ended December 31, 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 $136,747 for the
six months ended December 31, 2004 as compared to $538,875 of
which $200,000 was bad debt expense for the same period in 2003.
Among the items expensed during that period ending December 31,
2004 was $43,976 of accrued payroll costs.  The net loss for this
segment of operations was $131,152 for the six months ended
December 31, 2004 as compared to a net loss of $404,149 for the
same period in 2003.

TV and Film Production (Eclectic)

Revenues generated in this segment of operations totaled $18,972
for the six months ended December 31, 2004 as compared to $0
during the same period in 2003.  The Company incurred $85,657 of
expense in 2004 compared to $45,888 in 2003.  Expenses
included $43,976 of accrued salaries and approximately $40,000 of
production expense.  The net loss for this segment was $221,664
for the six months ended December 31, 2004 as compared to a loss
of $45,888 for the period in 2003.

Infomercial-Paid Programming Broadcasting (POD)

Revenues, net of affiliate costs, generated from infomercial
broadcasting totaled $8,223 for the six months ended December 31,
2004 as compared to $46,372 for the same period in 2003.
Revenues have decreased as the Company focused on revamping its
POD operating model.  The Company incurred $42,478 in expenses in
2004 as compared to $222,536 which included $145,000 of satellite
uplink expense during the same period in 2003.  Among the items
expensed during the six month period ending December 31, 2004 was


                                    Page 21

<PAGE>

$24,252 of satellite uplink costs.  Satellite uplink expense has
significantly reduced as the Company negotiates for a new uplink.
The net loss for this segment of operations during the six months
ended December 31, 2004 was $39,055 as compared to a net loss of
$176,164 for the same period in 2003.

OBN Corporate

No revenues were generated from OBN corporate operations during
the six months ended December 31, 2004 as compared to $1,561 of
revenue during the same period of 2003.  The expenses incurred by
OBN corporate were $368,901 for the six months ended December 31,
2004 as compared with $149,792 in 2003.  The increase in expenses
is primarily due to increases in accrued salaries, professional
fees, accrued payroll expense and KSSY operating expense.
Expenses for the six month period ending December 31, 2004
included $122,206 of accrued salaries, $90,000 of professional
fees, $65,000 of accrued payroll expense and $28,000 of KSSY
operational costs.  The net loss for OBN corporate was $201,623
during the period ended December 31, 2004 as compared to a net
loss of $158,786 for the same period in 2003.

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

Results of operations for the three-month periods ended December
31, 2004 and 2003 are detailed in the charts below.   Included
are the revenues, expenses, other income and net income for the
three segments and corporate office.  In addition, the results
from accounting consolidation are presented as reconciling items.

For the quarter ended December 31, 2004


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

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



Revenues,
net of
affiliate
cost                                   --             --         ($4,135)          --           --           ($4,135)

Expenses                          (52,368)       (48,897)        (10,822)    (203,491)          --          (315,578)

Other
Inc/Exp                           (19,116)      (151,579)              0      168,011           --            (2,684)

Net
Income                            (71,484)      (200,476)        (14,957)     (35,480)          --          (322,397)



</TABLE>


For the quarter ended December 31, 2003



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

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



Revenues,
net of
affiliate
cost                            $60,656              --       $6,051               --      ($72,756)     ($6,049)

Expenses                       (184,032)         (21,452)   (101,205)         (85,992)       72,756     (319,925)

Other
Inc/Exp                              --               --          --           (9,550)           --       (9,550)

Net
Income                         (123,376)         (21,452)    (95,154)         (95,542)           --     (335,524)


</TABLE>



(Expenses include operating expenses and cost of sales)

                                    Page 22

<PAGE>


Prime Time Broadcasting (Omni)

For the quarter ended December 31, 2004, no revenues were
recognized as Omni has not begun to sell advertising time to
outside entities.  Revenues for the same period in 2003 were
$60,656, all of which represented inter-company charges where
Omni invoiced POD for use of the satellite uplink.  Expenses were
$52,368 for the quarter ended December 31, 2004 as compared to
$184,032 for the same period in 2003.  The decrease in expenses
is due primarily to the fact that no satellite uplink expense was
incurred during the quarter ended December 31, 2004.  Among the
items expensed during the quarter ending December 31, 2004 was
$21,988 of accrued payroll costs.  The net loss for this segment
of operations was $71,484 for the quarter ended December 31, 2004
as compared to a net loss of $123,376 for the same period in
2003.

TV and Film Production (Eclectic)

Revenues generated in this segment of operations totaled $0 for
the quarter ended December 31, 2004 as compared to $0 during the
same period in 2003.  The Company incurred $48,897 of expense
during the period compared to $21,452 in 2003.  The increase in
expense is primarily due to increase production operations.
Expenses included in expenses for the quarter ended December 31,
2004 was $21,988 of accrued salaries and $25,000 of production
expense.  The net loss for this segment was $200,476 for the
quarter ended December 31, 2004 as compared to a loss of $21,452
for the period in 2003.

Infomercial-Paid Programming Broadcasting (POD)

Revenues, net of affiliate costs, generated from infomercial
broadcasting totaled ($4,135)for the quarter ended
December 31, 2004 as compared to $6,051 for the same period in
2003.  The Company incurred $10,822 in expenses for the quarter
ended December 31, 2004 as compared to $101,205 during the same
period in 2003.  The decrease in expenses was primarily due to no
satellite uplink expense during the quarter ending December 31,
2004. Among the items expensed during the quarter ending December
31, 2004 was $5,000 of amortization.   The net loss for this
segment of operations during the quarter ended December 31, 2004
was $14,957 as compared to a net loss of $95,154 for the same
period in 2003.

OBN Corporate

No revenues were generated from OBN corporate operations during
the quarter ended December 31, 2004 as compared to $0 of revenue
during the same period of 2003.  The expenses incurred by OBN
corporate were $203,491 for the quarter ended December 31, 2004
as compared with $85,992 in 2003.  The increase in expenses is
primarily due to increases in accrued salaries, professional
fees, accrued payroll expense and KSSY operating expense
Expenses for the quarter ending December 31, 2004 included
$57,775 of accrued salaries, $46,000 of professional fees,
$23,000 of accrued payroll expense and $25,000 of KSSY
operational costs.  In addition, $168,000 of returns from
subsidiaries to OBN corporate was recorded as other income on OBN
books.  The net loss for OBN corporate was $35,480 during the
period ended December 31, 2004 as compared to a net loss of
$95,542 for the same period in 2003.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2004 the Company's current liabilities of
$2,015,725 exceeded current assets of $41,655 by $1,974,070.
Approximately 38% of current liabilities represented accrued
payroll for executives.

During the six months ended December 31, 2004, the Company
generated cash from new borrowings of $124,900 and from equity
sales of $146,246, which were used to fund the Company's
operating loss for the period.

The capital lease of KSSY represents our only capital expenditure
commitment.  It is approximately $4,167 per month for three
years, after which time OBN has the option to acquire 95%
ownership 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.

                                    Page 23

<PAGE>

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 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 December 31, 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 24

<PAGE>


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

During the six-month period ended December 31, 2004 a total of
95,000 shares of Company stock was sold at various per share
amounts ranging from $0.83 to $2.50 generating cash of $146,246.
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 $39,500 of KSSY lease
payments.   A total of 28,000 shares at $1.03 to $2.50 per share
were issued to employees and third parties for various services
valued at $53,705.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information.

None

Item 6.  Exhibits

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

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

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

                                    Page 25

<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:  February 14, 2005       By: /s/ Roger Neal Smith
                                    ------------------------------
                                        Roger Neal Smith
                                        Chief Executive Officer


                                    Page 26

<PAGE>