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

                                FORM 10-QSB/A

                                (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, 2006

     [ ] 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) 938-0467
                           (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 13or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes(x) No( )

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

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

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

                        APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of January 8, 2007, the
Company had 15,312,490 shares of its $0.001 par value common stock issued and
outstanding.

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





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                            TABLE OF CONTENTS

PART I    FINANCIAL INFORMATION

ITEM 1.   Financial Statements
          Consolidated Balance Sheets at September 30, 2006 (Unaudited)
           and June 30, 2006.                                             1

          Consolidated Statements of Operations (Unaudited) for the
           Three Month Periods Ended September 30, 2006 and 2005          2

          Consolidated Statements of Cash Flows (Unaudited) for the
           Three Month Periods Ended September 30, 2006 and 2005          3

          Notes to Unaudited Consolidated Financial Statements            4

ITEM 2.   Management's Discussion and Analysis or Plan of Operation      20

ITEM 3.   Controls and Procedures                                        28


PART II   OTHER INFORMATION

ITEM 1.   Legal Proceedings                                              29

ITEM 2.   Unregistered Sales of Equity Securities                        29

ITEM 3.   Defaults Upon Senior Securities                                30

ITEM 4.   Submission of Matters to A Vote of Security Holders            30

ITEM 5.   Other Information                                              30

Item 6.   Exhibits                                                       30








<PAGE>


PART I: FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

                            OBN Holdings, Inc.
                       Consolidated Balance Sheets

                                                September 30,   June 30,
                                                    2006          2006
                                                 -----------  ----------
                                                 (unaudited)
ASSETS
Current assets:
  Cash and cash equivalents                       $    1,872  $    2,493
                                                 -----------  ----------
    Total current assets                               1,872       2,493

Fixed assets net of accumulated depreciation
  of $27,320 and $22,062, respectively                36,071      41,329
Broadcast license                                    130,000     130,000
Programming rights, net of accumulated amortization
  of $94,692 and $94,192, respectively.               71,113      71,613
Film library, net of accumulated amortization
  of $98,410 and $80,505, respectively.              259,690     277,595
                                                  ----------  ----------
    Total assets                                  $  498,746  $  523,030
                                                  ==========  ==========

LIABILITIES AND STOCKHOLDERS'DEFICIT
Current liabilities:
  Accounts payable                                $  870,805  $  846,076
  Accrued payroll and related                      1,472,058   1,381,324
  Deferred revenue                                   125,000     125,000
  Current portion of obligations under capital
    leases                                            49,396      49,396
  Programming rights payable                          90,030      90,030
  Notes and accrued interest payable                 152,423     149,392
  Notes and accrued interest payable to related
    parties                                          517,133     511,497
                                                  ----------   ---------
     Total current liabilities                     3,276,845   3,152,715
                                                  ----------   ---------
Stockholders' deficit:
  Undesignated preferred stock, $0.001 par value;
    20,000,000 shares authorized; no shares issued
    and outstanding                                     ---         ---
  Common stock; $0.001 par value; 50,000,000 shares
    authorized; 6,773,804 and 6,773,804 shares
    issued and outstanding, respectively.              6,774       6,774
  Additional paid-in-capital                       4,097,218   4,097,218
  Accumulated deficit                             (6,882,091) (6,733,677)
                                                  ----------  ----------
   Total stockholders' deficit                    (2,778,099) (2,629,685)
                                                  ----------  ----------

   Total liabilities and stockholders' deficit    $  498,746  $  523,030
                                                  ==========  ==========


See accompanying notes to unaudited consolidated financial statements.

                                  1


<PAGE>

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

                                                  FOR THE THREE MONTHS
                                                   ended September 30,
                                                 -----------------------
                                                    2006          2005
                                                 -----------  ----------

Revenue, net of affiliate costs                   $        -  $   62,746

Cost of sales                                          4,155     112,191
                                                 -----------  ----------
  Gross loss                                          (4,155)    (49,445)

General and administrative expenses                  135,727     267,714
                                                 -----------  ----------
  Loss from operations                              (139,882)   (317,159)
                                                 -----------  ----------
Other income (expense):
  Other income                                           160      67,302
  Interest expense                                    (8,692)     (8,122)
                                                 -----------  ----------
    Total other income (expense), net                 (8,532)     59,180
                                                 -----------  ----------
Loss before income taxes                            (148,414)   (257,979)

Income taxes                                               -           -
                                                 -----------  ----------
   Net loss                                       $ (148,414) $ (257,979)
                                                 ===========  ==========

Net loss available to common shareholders
  per common share:

  Basic and diluted net loss per
    common share                                      ($0.02)     ($0.04)
                                                 ===========  ==========

  Basic and diluted weighted average
    shares outstanding                             6,773,804   6,342,261
                                                 ===========  ==========


See accompanying notes to unaudited consolidated financial statements.



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<PAGE>

                          OBN Holdings, Inc.
                 CONSOLIDATED STATEMENT OF CASH FLOWS


                                                   FOR THE THREE MONTHS
                                                    ended September 30,
                                                  -----------------------
                                                     2006          2005
                                                  -----------  ----------
                                                  unaudited     unaudited
Cash flows from operating activities:
  Net loss                                          ($148,414) ($257,979)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Gain on settlement of debt                             -    (87,000)
     Impairment of programming rights                       -     18,092
     Depreciation and amortization                     23,663     21,911
     Shares issued for services                             -     36,000
     Changes in operating assets and liabilities:
       Accounts payable and accrued expenses          124,080    252,103
                                                  -----------  ---------
        Net cash used in operating activities            (671)   (47,683)

Cash flows from financing activities:
  Proceeds from notes payable to related parties           50     45,750
                                                  -----------  ---------
        Net cash provided by financing activities          50     45,750

Net change in cash and cash equivalents                  (621)    (1,933)
Cash and cash equivalents, beginning of period          2,493      1,933
                                                  -----------  ---------
Cash and cash equivalents end, of period           $    1,872  $       -
                                                  ===========  =========
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
   Interest                                        $        -  $   1,614
                                                  ===========  =========
   Income taxes                                    $        -  $       -
                                                  ===========  =========

Supplemental disclosure of noncash investing and
  financing activities:
   Purchase of broadcast equipment under capital
    lease                                          $        -  $  59,322
                                                  ===========  =========
   Shares issued to pay off debt                   $        -  $ 150,000
                                                  ===========  =========
   Purchase of film library in exchange for
     deferred revenue                              $        -  $ 275,000
                                                  ===========  =========
   Payments of capital lease with common stock     $        -  $   3,600
                                                  ===========  =========


See accompanying notes to unaudited consolidated financial statements.

                                 3

<PAGE>
                          OBN HOLDINGS, INC.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      September 30, 2006 and 2005


NOTE 1 - MANAGEMENT'S REPRESENTATION

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

Operating results for the three-month period ended September 30, 2006 are not
necessarily indicative of the results that may be expected for the fiscal
year ending June 30, 2007.  It is suggested that the consolidated financial
statements be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company's annual report on
Form 10-KSB for the fiscal year ended June 30, 2006.


NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background and Organization

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

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

Going Concern

As reported in the Report of Independent Registered Public Accounting Firm
on our June 30, 2006 consolidated financial statements, the Company has
limited cash resources, has a working capital deficit and has an accumulated
deficit.  These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

The Company has not generated significant revenues from operations and has
no assurance of any future revenues.  We incurred a net loss of $148,414
during the three months ended September 30, 2006.  The Company has a cash


                                 4

<PAGE>

balance of $1,872 at September 30, 2006.  In addition, at September 30, 2006
our accumulated deficit was $6,882,091 and we had negative working capital
of $3,274,973.

The Company recognizes that it must obtain additional capital for the
eventual achievement of sustained profitable operations.

Management's plans include obtaining additional capital through equity
financing sources and/or the extension of existing debt. However, no
assurance can be given that additional capital will be available when
required or upon terms acceptable to the Company or that it will be
successful in its efforts to negotiate the extension of its existing
debt.  The Company anticipates that unless it is able to raise or
generate proceeds of at least $1,000,000 within the next six months,
although operations will continue, the Company will be unable to fully
execute its business plan, which will result in not growing at the
desired rate.  The Company anticipates raising gross proceeds of at
least $2,000,000 through equity financing sources in the spring of 2007
so the Company can expand its affiliate base, develop more programming
and achieve profitability.

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

1) Increasing the Company's focus on broadband broadcasting of content
and expanding the airing of its content to incorporate new technologies.
The Company will launch its Internet portal during the first quarter of 2007.
In addition, the Company is currently in the process of negotiating to
offer content that it owns or controls on cell phones and other electronic
devices, and is working to develop a broadband network over which to air
programming.

2) Continuing the Company's focus on broadcast operations.  Given the merger
of the UPN and WB networks, there are additional full power television
stations in need of network affiliation.  The Company seeks to take advantage
of this market change by giving this area of business sufficient attention.
The Company is aggressively targeting potential television station affiliates
and developing new television programs for its networks.  Management is
frequently meeting with independent television producers who have approached
the Company with ideas for shows that they would like to have aired on the
networks.  The Company expects the new television programs to attract a
greater audience interest and a larger number of affiliate television
stations.

3)  Expanding the Company's syndicating activities.  Given the success with
syndicating the Four Tops television special, OBN will continue its
activities syndicating its productions as well as those that it controls.
With fewer large broadcast networks, program syndication has become
increasingly popular.  The Company is currently working with a syndicator.
In addition, an executive has been engaged to coordinate the sponsorship
efforts for programs destined for syndication.  The Company is identifying


                                 5

<PAGE>

and creating production and distribution opportunities for Eclectic
Entertainment.  Management is continually developing new ideas for television
programs for airing on the other networks.  Additionally, the Company is
currently structuring feature film production and distribution joint ventures
with other independent producers in both the United States, Asia and Europe.

4)  Introducing joint venture projects for targeted "narrowcasting" in
selected foreign countries.  Private broadcasting at various venues has
provided a digital media alternative for advertisers to market their products
to consumers.  The Company is adding this capability to its distribution
methods and will begin selling advertising time.  This will further expand
the Company's offerings to its client base.  A narrowcasting network is
currently being established in the Middle East.

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

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

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

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


Segment Information Reporting

Management measures the Company's performance in two distinct segments: (1)
Broadcasting Operations for which performance is measured by the number


                                 6

<PAGE>

of consumer households reached (coverage), program ratings, and the types of
advertisers attracted by such coverage and ratings; and (2) Production
Operations, for which performance is measured by distribution sales resulting
from creative talent.  Productions typically require a longer lead-time to
determine success.

A summary of the segments for the periods ended September 30, 2006 and 2005
is presented in the tables below:

As of and for the three months ended September 30, 2006:

                Broadcasting  Production   Corporate   Reconciling    Total
                 Operations   Operations                 Items

Assets              $737,858   $291,625   $1,830,508 $(2,361,245)  $498,746
Liabilities       (1,672,236)  (496,710)  (1,603,891)    495,992 (3,276,845)
Revenues, net of
affiliate costs           --         --           --          --         --
Expenses             (31,805)   (18,232)     (98,537)         --   (148,574)
Other Inc/Exp           (260)        --          420          --        160
Net Loss            $(32,065)  $(18,232)    $(98,117)      $  --  $(148,414)


For the three months ended September 30, 2005:

                Broadcasting  Production   Corporate   Reconciling    Total
                 Operations   Operations                 Items

Revenues, net of
affiliate costs      $62,707     $   --          $39      $   --    $62,746
Expenses            (108,677)   (32,048)    (247,302)         --   (388,027)
Other Inc/Exp        (65,400)   (20,018)     152,720          --     67,302
Net Loss           $(111,370)  $(52,066)    $(94,543)     $   --  $(257,979)

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


Reconciling items consist of intercompany balances. Balance sheet reconciling
amounts consist primarily of corporate-level loans to subsidiaries and the
elimination of intercompany receivables/payables.  All revenues are from
customers in the United States and all long-lived assets are located in the
United States.

For the three month period ended September 30, 2006 there were no sales,
whereas sales to the two largest customers totaled approximately 59% of
sales for the three month period ended September 30, 2005.


                                 7

<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.

Other Long-Lived Assets

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

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

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

Website development costs were accounted for in accordance with Emerging
Issues Task Force ("EITF") Issue No. 00-2, "Accounting for Web Site
Development Costs". Website development costs and the accounting for such
costs should be accounted for under AICPA Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use". Applicable website development costs incurred were being
amortized over a three-year period through June 30, 2006, and resulted in
amortization expense (included in general and administrative expenses in
the consolidated statements of operations) of $0 and $5,685 for the quarters
ended September 30, 2006 and 2005, respectively.

Intangible Assets

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


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<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 September 30, 2006. There
can be no assurance however, that market conditions will not change or
demand for the Company's products and services will continue which could
result in impairment of its broadcast license in the future.

Impairment of Long-Lived Assets

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


Revenue Recognition

Revenue From Licensing TV Programs and Feature Films

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

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



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<PAGE>

Revenue Sharing With Program Licensors

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

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

Revenue from Advertising (and Paid Programming)

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

Bartering with Affiliate Stations

Under a cash-plus-barter arrangement, the Company provides a specified
amount of cash, the programming content and a specified number of program
advertising slots to affiliate stations.  In exchange the affiliate agrees
to broadcast the program to its subscribers households. The cash fee paid
to affiliates is recorded as a reduction of revenue as the Company pays
this fee to affiliates in lieu of accepting fewer advertising slots to be
sold and recognized as revenue. For the three month periods ended
September 30, 2006 and 2005, affiliate costs totaled $0 and $0, respectively.

Accounting for Filmed Entertainment and Television Programming Costs

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


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


Advertising Costs

Advertising costs are expensed as incurred.  For the quarters ending
September 30, 2006 and 2005, the Company's advertising costs were $0 and
$54,000, 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.

Through June 30, 2006, SFAS No. 123 allowed 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, was 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 were required to
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 that has reserved
600,000 shares for grant, of which 600,000 shares are available for grant
at September 30, 2006. Through June 30, 2006, Company accounted for employee
options granted under this plan under the recognition and measurement
principles of APB 25, and related interpretations. No stock-based employee
compensation costs are reflected in the attached consolidated statements of
operations, as the Company has no options or warrants outstanding at
September 30, 2006.

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<page>

Effective July 1, 2006, on the first day of the Company's fiscal year 2007,
the Company adopted the fair value recognition provisions of SFAS No. 123(R),
"Share-Based Payment", using the modified-prospective transition method.
Under this transition method, compensation cost includes: (a) compensation
cost for all share-based payments granted and not yet vested prior to July 1,
2006, based on the grant date fair value estimated in accordance with the
original provisions of SFAS No. 123, and (b) compensation cost for all share-
based payments granted subsequent to June 30, 2006 based on the grant-date
fair value estimated in accordance with the provisions of SFAS No. 123(R).
SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and
revised, if necessary, in subsequent periods if actual forfeitures differ
from those estimates.  As of June 30, 2006, the Company had no options
outstanding and therefore the adoption of SFAS 123(R) had an immaterial
effect on the accompanying financial statements.

The Company calculates stock-based compensation by estimating the fair value
of each option using the Black-Scholes option pricing model.  The Company's
determination of the fair value of share-based payment awards are made as of
their respective dates of grant using the option pricing model and that
determination is affected by the Company's stock price as well as assumptions
regarding the number of subjective variables.  These variables include, but
are not limited to, the Company's expected stock price volatility over the
term of the awards, and actual and projected employee stock option exercise
behavior.  The Black-Scholes option pricing model was developed for use in
estimating the value of traded options that have no vesting or hedging
restrictions and are fully transferable.  Because the Company's employee
stock options have certain characteristics that are significantly different
from traded options, the existing valuation models may not provide an
accurate measure of the fair value of the Company's employee stock options.
Although the fair value of employee stock options is determined in accordance
with SFAS No. 123(R) using an option-pricing model, that value may not be
indicative of the fair value observed in a willing buyer/willing seller
market transaction.  The calculated compensation cost, net of estimated
forfeitures, is recognized on a straight-line basis over the vesting period
of the option.

Income Taxes

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

                                 12

<PAGE>

Basic and Diluted Loss Per Share

The Company has adopted SFAS No. 128, "Earnings Per Share" (see Note 9).
Basic loss per common share is computed based on the weighted average number
of shares outstanding for the period. Diluted loss per share is computed
by dividing net loss by the weighted average shares outstanding assuming
all dilutive potential common shares were issued. Basic and diluted loss
per share are the same as the effect of stock options and warrants on loss
per share are anti-dilutive and thus not included in the diluted loss per
share calculation. The impact of dilutive convertible debt and stock options
and warrants would not have resulted in an increase in incremental shares
for the three months ended September 30, 2006 and 2005.

Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board ("FASB") issued
Financial Interpretation No. ("FIN") 48, "Accounting for Uncertainty in
Income Taxes, an Interpretation of FASB Statement No. 109." FIN 48 provides
guidance regarding the recognition, measurement, presentation and disclosure
in the financial statements of tax positions taken or expected to be taken
on a tax return, including the decision whether to file or not to file in a
particular jurisdiction. FIN 48 is effective for fiscal years beginning
after December 15, 2006. The Company will adopt FIN 48 beginning in the
first quarter of fiscal 2008. Management is currently evaluating the impact,
if any, the adoption of FIN 48 will have on our operating income or net
earnings. The cumulative effect, if any, of applying the provisions of FIN 48
upon initial adoption, will be reported as an adjustment to accumulated
deficit as of the beginning of fiscal 2008.

In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. ("SAB") 108, "Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements", which provides interpretive guidance on the consideration of
the effects of prior-year misstatements in quantifying current-year
misstatements for the purpose of a materiality assessment. SAB 108 is
effective for fiscal years ending after November 15, 2006. Early application
is encouraged, but not required. The Company has adopted SAB 108 for its
fiscal year ending June 30, 2007. The impact, if any, of the adoption of
SAB 108 did not have a material effect on the Company's loss from operations
or net loss.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements."
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the FASB
having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. SFAS No. 157 is effective for
fiscal years beginning after December 15, 2007. The Company plans to adopt
SFAS No. 157 beginning in the first quarter of fiscal 2009. The Company is

                                 13


<page>

currently evaluating the impact, if any; the adoption of SFAS No. 157 will
have on its loss from operations or net loss.


NOTE 3 - BROADCAST LICENSE

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

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

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

As of September 30, 2006, the Company is not making the required lease
payments and is $63,283 in arrears.  The lessor continues to submit invoices
and is abiding by the terms of the lease agreement.  The Company has
informally agreed to negotiate a suitable amount for late fees due the lessor
when funding is secured.  All amounts due under this agreement are reflected
as a current liability as the Company is in default of the agreement.

                                 14

<PAGE>

NOTE 4 - PROGRAMMING RIGHTS

Eclectic continues to produce its own programming.  During the three-month
periods ended September 30, 2006 and 2005, there were no production costs.
At September 30, 2006 cumulative production costs totaled $82,775.

An agreement exists between Eclectic, The Four Tops, and Lee Tofanelli &
Associates (the production company), whereby each of the three entities share
one third of the revenue generated from the exploitation of "From The Heart:
The Four Tops 50th Anniversary and Celebration" after Eclectic and the other
parties recoup all of their production expenses.  In addition, Eclectic has
sold 50% of its 1/3 interest in the Four Tops Television Special for $500,000,
which has been recorded as a reimbursement of capitalized programming rights
as the agreement requires the third-party investor to be reimbursed for this
investment as part of Eclectic's production expenses before recoupment.
However, Eclectic retains ownership of all rights.  Eclectic originally
capitalized $300,000 of programming costs related to this program.  In
April 2006, $195,000 was received for recoupment of production expenses and
the Company reduced the carrying cost of the asset to $105,000.  As of
June 30, 2006, the Company impaired the remaining asset balance of $105,000,
which has been recorded in the statement of operations for the year ended
June 30, 2006.

OMNI has purchased various programming rights assets totaling $83,030 as of
September 30, 2006.

For the three months ended September 30, 2006 and 2005, the Company recorded
amortization expense of $500 and $6,921, respectively, related to its
programming rights.


NOTE 5 - FILM LIBRARY

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

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

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

During the three-month periods ended September 30, 2006 and 2005, the Company
recorded amortization expense of $17,905 and $4,155, respectively, related
to its film library.


                                 15

<PAGE>

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Lease Obligations

The Company leases its office facilities, satellite uplink services and
master control equipment under non-cancelable operating leases.  In addition,
the Company is the lessee of a broadcasting license under a capital lease
obligation (see Note 3), with an effective interest rate of 9.5% per annum.

As of September 30, 2006, the Company accrued $84,032 in arrears relating to
its office lease.  The Company has vacated its Wilshire Boulevard office and
is currently utilizing temporary facilities in a different office suite
located in the same building.  The Company expects to occupy permanent
facilities by March 31, 2007.

As of September 30, 2006, the Company had accounts payable of $155,000 in
arrears relating to its satellite uplink lease, which was cancelled in March
2006.  The Company is currently working on a plan for repayment of the
outstanding balance due to the uplink provider.

As of September 30, 2006, the Company had capital lease obligations totaling
$49,396 in arrears relating to its General Electric master equipment lease.
The Company has agreed to a stipulated judgment of $46,272 to pay off the
lease obligation.

As of September 30, 2006, the Company had accounts payable of $63,283 in
arrears relating to related to its KSSY television station lease.  The
Company has informally agreed to negotiate a suitable amount for late fees
due the lessor when funding is secured.  KSSY television is not currently
broadcasting as the Company is realigning it broadcast operations and seeking
funding to implement station enhancements.

Revenue Sharing Agreement

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

Litigation

In April 2006, OBN filed suit in California against Firestone Communications,
its satellite uplink provider claiming the "force majeure" clause in the
contract.  Firestone filed suit against the Company in Texas for $141,000
claiming non-payment lease amount.  Both parties have agreed to $141,000 as
the payoff amount and to hold off pursuing the lawsuits, in anticipation of
the Company's receipt of investment funds.  No lease payments have been
made during the quarter ended September 30, 2006.  However, the Company
expects to pay Firestone the $141,000 no later than the third quarter of 2007.


                                 16

<PAGE>

In May 2006, WellGo, Inc. filed suit in Texas against the Company claiming
breach of contract when the Company gave DVD/CD distribution rights for its
Four Tops production to another company.  Based on the contract, which was
written by WellGo, any lawsuits must be filed in California.  Furthermore,
the contract clearly states that the Company, at their election, may
provide a replacement property or cancel the agreement. The Company has
agreed to pay WellGo $17,500, and has begun making payments. To date,
$2,500 has been paid, leaving a balance of $15,000. The Company expects
to complete the payments by the second quarter of 2007.

In August 2006, General Electric Leasing Solutions filed suit in California
against the Company for non-payment of lease amounts totaling $46,272.
Both parties have agreed to amicable resolution via a stipulated judgment
against the Company. The Company expects to complete the payments by the
third quarter of 2007.

In the opinion of management, these legal matters involving the Company
do not have a material adverse effect on the Company's financial condition
or results of operations.


Indemnities and Guarantees

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


NOTE 7 - NOTES PAYABLE

The Company has $439,910 in loans from related parties under 5% promissory
notes, none of which was advanced to the Company during the quarter ended
September 30, 2006. The principal and interest is due and payable on demand.
As of September 30, 2006, the accrued interest on these notes totaled $41,172.

The Company has a loan balance under a 10% promissory note from family
members of the Company's officers totaling $3,500 at September 30, 2006. The
note has no set maturity date, and is payable upon demand.  As of
September 30, 2006, the accrued interest on this note totaled $1,838.


                                 17

<PAGE>

The Company has short-term loans with its executives for a total of $30,713,
of which $50 was advanced to the Company, during the quarter ended
September 30, 2006.  The loans have no interest rate and are payable
upon demand.

Related party interest expense under these notes for the three months ended
September 30, 2006 and 2005 was $5,586 and $4,537, respectively.

At September 30, 2006, the Company had a $5,000 balance of notes payable to
a third party that bears interest at 10%.  The note has no set maturity date,
and is payable upon demand.  As of September 30, 2006, the accrued interest
on the note totaled $1,917.
As of September 30, 2006, the Company has short-term loans with third parties
for a total of $14,000.  The loans have no interest rate and are payable upon
demand.

On July 29, 2004, the Company entered into a loan agreement to borrow $62,732,
which net of fees, resulted in net proceeds of $61,875.  The loan is secured
by 50,000 shares of the Company's common stock and is payable on July 28,
2007 and accrues interest at prime plus 4.00% (totaling 11.50% as of
September 30, 2006).  Accrued interest on the note totaled $9,590 as of
September 30, 2006.

On October 6, 2004, the Company entered into a loan agreement to borrow
$55,676 which, net of fees, resulted in net proceeds of $53,025.  The loan is
secured by 150,000 shares of the Company's common stock and is payable on
September 24, 2007 plus interest at prime plus 1% (totaling 8.5% as of
September 30, 2006).  As of September 30, 2006, the accrued interest on the
note totaled $7,016.

Non-related party interest expense under these notes for the three months
ended September 30, 2006 and 2005 was $3,031 and $3,385, respectively.


NOTE 8 - STOCKHOLDERS' EQUITY

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

The Company has authorized 20,000,000 shares of preferred stock.  As of
September 30, 2006, the Company has not designated any series of preferred
stock or entered into any agreements.

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

During the three month period ended September 30, 2006 no shares of common
stock was issued and no stock agreements were signed.


                                 18

<PAGE>

NOTE 9 - LOSS PER SHARE

Basic and diluted loss per common share is computed as follows for the
three  months ended September 30, 2006 and 2005:


                                              FOR THE THREE MONTHS ENDED
                                            ------------------------------
                                             September 30,    September 30,
                                                 2006            2005
                                            -------------    -------------
Numerator for basic and diluted
   loss per common share:
     Net loss                                 ($148,414)       ($257,979)

Denominator for basic and diluted
   loss per common share
     Weighted average common
      shares outstanding                      6,773,804        6.342,261

Net loss available to common
   stockholders per common share                 ($0.02)          ($0.04)


NOTE 10 - SUBSEQUENT EVENTS

In October 2006, the Company raised additional capital by selling 50,000
shares of OBN common stock for $10,000.

In December 2006, the Company raised additional capital by selling 750,000
shares of OBN common stock for $25,000. There is a lockup period of six
months for 375,000 of the shares, and a lockup period of one year for the
remaining 375,000 shares.

Between October 2006 and December 2006, a total of 465,000 shares of the
Company's stock were issued to third parties for services rendered.

In December 2006, the Company adopted the Non-Qualified Deferred Compensation
Plan ("the Plan"). The accrued salaries and salary-related deductions for
Roger Smith, CEO, totaling $308,685, Larry Taylor, CFO, totaling $402,815
and Donald Wilson, Senior Vice President, totaling $379,554, were converted
from debt into the Company's common stock at a price of $0.15 per share,
which totaled 2,057,898 shares,2,685,430 shares, and 2,530,358 shares,
respectively. The common stock is being held by the Company in the Plan.
At the time of participation, the participants were required to specify
when the stock would be distributed, but not earlier than January 31, 2008.
Should a participant leave the Company, shares will still remain with the
Company until the payment date previously selected by the participant.
The Company will record a gain on debt extinguishment related to the
conversions in the second quarter of Fiscal 2007.


                                 19

<PAGE>

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

OPERATIONS

The Company continues its efforts to obtain sufficient working capital
that will allow it to implement its business plan.  In March 2006, the
Company reached a final agreement in principle for a single investor,
Sheikh Ahmed S. Al Seresry of Saudi Arabia, to purchase a 60% interest in
the Company for $3,500,000.  The agreement was the result of negotiations
following receipt of a Letter of Intent in November 2005.  Unfortunately,
the funds from the planned sale of stock to the investor have not arrived
and we are considering legal action for damages.  Meanwhile, management does
not have the funds to fully implement our business plan.  Management continues
to talk to other entities that have expressed an interest in investing in
the Company.  Should management identify a qualified investor prior to the
receipt of funds from the aforementioned individual, management has been
advised by counsel that it has the ability to cancel the original agreement
due to the delay in receiving funds.

The lack of funding has and continues to negatively affect the revenue and
affiliate growth for this segment of operations.  Omni, ASTN and POD have not
been able to attract the advertising and sponsorship revenue projected in our
business plan because we have not been able to incur expenses associated with
sales activities.  We have temporarily terminated our broadcast and severed
ties with our satellite uplink facility while we re-structure operations in
order to take advantage the UPN-WB merger.  Without the funding we will
continue to explore innovative approaches to generate revenues.  For example,
we have signed a joint venture contract for broadcasting in Dubai, UAE.  The
other two venture partners will cover all the developmental and installation
costs.  The Company is also in discussions to develop a broadband network
that will air the content it controls over the internet.  We plan to launch
the network in the first quarter of 2007.  We will continue to be innovative
and seek similar joint ventures.

Television and film production operations is recovering. Unfortunately,
during the fiscal year ending June 30, 2006, most of available funds were
devoted to completing a major production to which the Company had committed
when it was believed funds from the initial public offering were eminent.
This was a tremendous strain on the Company's limited resources.   However,
the production commitment has been fulfilled and the Company is now
refocusing its efforts to implementing it business plan.  Without outside
funding, Eclectic will not be able to complete production projects currently
underway.  However, the Company has entered and representative agreement for
revenue generating ventures in Asia, including Japan, China and Korea.  As a
result projects are being negotiated and will be implemented without capital
investment by the Company.  The innovative methods employed will allow the
Company to realize revenues from licensing agreements, syndication agreements
and advertising without incurring expenses.  Lack of funding will have
minimal impact on feature film production activities because Eclectic has
always planned to seek separate funding for producing feature films.



                                 20

<PAGE>

GENERAL OVERVIEW

The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the unaudited
statements of operations and cash flows for the three months ended
September 30, 2006 and 2005, and the related notes thereto as well as
the audited financial statements of the Company for the year ended June 30,
2006.  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 2006-07 and beyond
to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company.

Going Concern

As reported in the Report of Independent Registered Public Accounting
Firm on our June 30, 2006 consolidated financial statements, the Company
has limited cash resources, has a working capital deficit and has an
accumulated deficit.  These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.

The Company has not generated significant revenues from operations and
has no assurance of any future revenues.  We incurred a net loss of
$148,414 during the three months ended September 30, 2006.  The Company
has a cash balance of $1,872 at September 30, 2006.  In addition, at
September 30, 2006 our accumulated deficit was $6,882,091 and we had
negative working capital of $3,274,973.  The Company recognizes that it
must obtain additional capital for the eventual achievement of sustained
profitable operations.

Management's plans include obtaining additional capital through equity
financing sources and/or the extension of existing debt. However, no
assurance can be given that additional capital will be available when
required or upon terms acceptable to the Company or that it will be
successful in its efforts to negotiate the extension of its existing
debt.  The Company anticipates that unless it is able to raise or
generate proceeds of at least $1,000,000 within the next six months,
although operations will continue, the Company will be unable to fully
execute its business plan, which will result in not growing at the
desired rate.  The Company anticipates raising gross proceeds of at
least $2,000,000 through equity financing sources in the spring of 2007
so the Company can expand its affiliate base, develop more programming
and achieve profitability.


                                 21

<PAGE>

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

1) Increasing the Company's focus on its Media Internet Portal and expanding
the airing of its content to include new technologies.  We will launch our
Internet portal during the next quarter.  In addition, the Company is
currently in the process of negotiating to offer the content that it owns
on cell phones and other electronic devices, and is working to develop a
broadband network over which to air programming.

2) Continuing the Company's focus on broadcast operations.  Given the merger
of the UPN and WB networks, there are additional full power television
stations in need of network affiliation.  The Company seeks to take advantage
of this market change by giving this area of business sufficient attention.
The Company is aggressively targeting potential television station affiliates
and developing new television programs for its networks.  Management is
frequently meeting with independent television producers who have approached
the Company with ideas for shows that they would like to have aired on the
networks.  The Company expects the new television programs to attract a
greater audience interest and a larger number of affiliate television
stations.

3)  Expanding the Company's syndicating activities.  Given the success with
syndicating our Four Tops television special, OBN will continue its
activities syndicating but its productions as well as those that it controls.
With fewer large broadcast networks, program syndication has become
increasingly popular.  The Company now has a syndicator under contract.  In
addition, an executive has been engaged to coordinate the sponsorship efforts
for programs destined for syndication.  The Company is identifying and
creating production and distribution opportunities for Eclectic Entertainment.
Management is continually developing new ideas for television programs for
airing on the other networks.  Additionally, the Company is currently
structuring feature film production and distribution joint ventures with
other independent producers in both the United States and Europe.

4)  Introducing joint venture projects for targeted "narrowcasting" in
selected foreign countries.  Private broadcasting at various venues has been
digital media alternative for advertisers to market their products to
consumers.  The Company is adding this capability to its distribution methods
and will begin selling advertising time.  This will further expand the
Company's offerings to its client base.  A narrowcasting network is currently
being established in the Middle East.

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


                                 22

<PAGE>

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

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

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

CRITICAL ACCOUNTING POLICIES

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

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

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


                                 23

<PAGE>

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

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

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

Revenue Recognition.

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

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

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


                                 24

<PAGE>

are aired, barter revenue is recognized ratably based on the recorded fair
value of the barter transaction in relation to the total granted licensor
- -provided commercials.

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

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

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

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

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

RESULTS OF OPERATIONS

Total revenues, net of affiliate costs, for the Company were $0 for
the three-month period ended September 30, 2006 as compared to $62,746
for the three-month period ended September 30, 2005.  The decrease
in revenue was due to the Company's broadcast networks being off the air
during the period.  There were no programs broadcast and no advertising
revenue recognized during the period. Furthermore, there were no sales
generated from the corporate leased TV station during the three-month
periods ended September, 2006 and 2005, respectively.

Expenses incurred during the three-month period ended September 30, 2006
totaled $148,414 as compared to $388,027 for the three-month period ended
September 30, 2005.  The decrease in expenses was primarily due to reductions
in broadcasting expenses.  Other income/expenses for the three-month period


                                 25

<PAGE>

ended September 30, 2006 was income of $160 as compared to $67,302 for the
same period in 2005.  The decrease in other income/expenses is due primarily
to a one-time $87,000 gain on extinguishment of debt, offset by a one-time
$18,091 write off of intellectual properties that occurred in 2005. Changes
in interest expense and tax expense are insignificant. The net loss for the
three-month period ended September 30, 2006 was $148,414 as compared to a
net loss of $257,979 for the three-month period ended September 30, 2005.

Results of operations for the three-month periods ended September 30, 2006
and 2005 are detailed in the charts below.   Included are the revenues,
expenses, other income and net income for the three segments and corporate
office.  In addition, the results from accounting consolidation are
presented as reconciling items.

As of and for the three months ended September 30, 2006:

                Broadcasting  Production   Corporate   Reconciling    Total
                 Operations   Operations                 Items

Assets              $737,858   $291,625   $1,830,508  ($2,361,245)  $498,746
Liabilities       (1,672,236)  (496,710)  (1,603,891)     495,992 (3,276,845)
Revenues, net of
Affiliate cost          --           --           --          --         --
Expenses             (31,805)   (18,232)     (98,537)         --    (148,574)
Other Inc/Exp           (260)        --          420          --         160
Net Loss            $(32,065)  $(18,232)    $(98,117)      $  --   $(148,414)

For the three months ended September 30, 2005:

                Broadcasting  Production   Corporate   Reconciling    Total
                 Operations   Operations                 Items

Revenues, net of
Affiliate cost       $62,707     $   --          $39        $  --    $62,746
Expenses            (108,677)   (32,048)    (247,302)          --   (388,027)
Other Inc/Exp        (65,400)   (20,018)     152,720           --     67,302
Net Loss           $(111,370)  $(52,066)    $(94,543)       $  --  $(257,979)

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


Broadcasting Operations (Omni, ASTN and POD)

For the three months ended September 30, 2006, revenues, net of affiliate
costs, from this segment of operations totaled $0.  Revenues for the
same period in 2005 were $62,707.    Expenses were $31,805 for the
three months ended September 30, 2006 as compared to $108,677 for the
three-month period ended September 30, 2005.  Among the items expensed
during that period ending September 30, 2006 was $5,976 of accrued salaries.
The net loss for this segment of operations was $32,065 for the three months

                                 26

<PAGE>

ended September 30, 2006 as compared to a net loss of $111,370 for the
same period in 2005. The decrease in expenses and revenues for this segment
of operations is primarily because the Company temporarily suspended its
broadcast during the three month period ended September 30, 2006.  As a
result no revenues were generated and no satellite uplink expenses were
incurred.

Production Operations (Eclectic)

Revenues generated in this segment of operations totaled $0 for the three
months ended September 30, 2006 as compared to $0 during the same period
in 2005.  This segment incurred $18,232 of expense during the period
compared to $32,048 in 2005. The decrease in expense is primarily due to
less production activity in 2006 than 2005. Expenses included $11,949 of
accrued salaries. The net loss for this segment was $18,232 for the three
months ended September 30, 2006 as compared to a loss of $52,066 for the
period in 2005.

OBN Corporate

Revenues generated from OBN corporate operations totaled $0 during the
three months ended September 30, 2006 as compared to $0 of revenue during
the same period of 2005.  The expenses incurred by OBN corporate were
$98,537 for the three months ended September 30, 2006 as compared with
$247,302 in 2005. Corporate expenses decreased as a result of reductions
in satellite uplink expenses.  Expenses for the three-month period ending
September 30, 2006 included $50,804 of accrued salary expenses, $22,000 of
accounting fees and $14,856 of payroll expenses. The net loss for OBN
corporate was $98,117 during the period ended September 30, 2006 as
compared to a net loss of $94,543 for the same period in 2005.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2006 the Company's current liabilities of $3,276,845
exceed current assets of $1,872 by $3,274,973.  Approximately 44% of
current liabilities represent accrued payroll for executives who have
opted to defer taking salaries until the needed funding is received. A
portion of the payroll shall be paid once a private stock sale is completed
(See Note 10).

In December 2006, the Board of Directors passed a resolution for conversion
of all accrued salaries at $0.15 per share.

The Company acquired its television station and broadcast equipment under
two capital lease agreements.  The capital lease of KSSY television station
located in California for $4,166 per month for three years ended in August
2006. However, the Company still has a remaining balance of approximately
$63,000 due to the owner.  After this is paid the Company has the option to
acquire 95% ownership in the station, provided the Federal Communications
Commission approves the transfer. In July, 2005, the Company entered into a
capital lease for broadcast master control and play back equipment for


                                 27

<PAGE>

$1,841 per month for three years, after which time OBN has the option to
purchase the equipment for one dollar. The lease was canceled in July 2006,
but the Company still owes approximately $49,000 with this agreement.

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

Management's plans to address the Company's liquidity issues include
obtaining additional capital through equity financing sources and/or the
extension of existing debt.  However, no assurance can be given that
additional capital will be available when required or upon terms
acceptable to the Company or that it will be successful in its efforts
to negotiate the extension of its existing debt. The Company anticipates
that unless it is able to raise or generate proceeds of at least
$1,000,000 within the next six months, although operation will continue,
the Company will be unable to fully execute its business plan, which
will result in not growing at the desired rate.  The Company anticipates
raising gross proceeds of $2,000,000 through equity financing sources
and anticipates implementing its business plan to expand its affiliate
base, develop more programming and achieve profitability.

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

FORWARD LOOKING STATEMENTS

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


Item 3.  CONTROLS AND PROCEDURES

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

  (a) Evaluation of Disclosure Controls and Procedures.  The Company
carried out an evaluation under the supervision and with the participation
of the Company's management, including the Chief Executive Officer ("CEO")
and Chief Financial Officer ("CFO) of the effectiveness of the Company's
disclosure" controls and procedures.  Based upon that evaluation, the
CEO and CFO concluded that the design and operations of these disclosure
controls and procedures were effective. Our disclosure controls and
procedures were effective in timely alerting them to the material
information relating to the Company's (or the Company's consolidated


                                 28

<PAGE>

subsidiaries) required to be included in the Company's periodic filing
with the SEC, subject to the various limitations on the effectiveness
set forth below. Information relating to the Company, required to be
disclosed in SEC reports is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms, and is
accumulated and communicated to the Company's management, including
our CEO and CFO, as appropriated to allow timely decisions regarding
required disclosure.

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

Limitations on the Effectiveness of internal controls

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


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

None



                                 29

<PAGE>


Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information.

None

Item 6.  Exhibits

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

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

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



                                   SIGNATURES

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

OBN HOLDINGS, INC
(Registrant)

Dated:  June 17, 2007          By: /s/ Roger Neal Smith
                                ------------------------------
                                Roger Neal Smith
                                Chief Executive Officer







                                 30

<PAGE>




                 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Roger N. Smith, the Chief Executive Officer of OBN Holdings, Inc., certify
that:

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

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

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

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

     (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;

     (b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based
on such evaluation; and

     (c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the
audit committee of small business issuer's board of directors (or persons
performing the equivalent functions):

     (a) All significant deficiencies or material weaknesses in the
design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and

     (b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal control over financial reporting.

Date: June 17, 2007                        /s/ ROGER N. SMITH
                                             ------------------------
                                             Roger N. Smith
                                             Chief Executive Officer






<PAGE>



                 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Larry Taylor, the Chief Financial Officer of OBN Holdings, Inc., certify
that:

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

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

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

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

     (a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in which this report is being prepared;

     (b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based
on such evaluation; and

     (c) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during
the small business issuer's most recent fiscal quarter (the small
business issuer's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially
affect, the small business issuer's internal control over financial
reporting; and

5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the
audit committee of small business issuer's board of directors (or
persons performing the equivalent functions):

     (a) All significant deficiencies or material weaknesses in the
design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the small business
issuer's internal control over financial reporting.


Date: June 17, 2007                          /s/ LARRY TAYLOR
                                              -------------------------
                                              Larry Taylor
                                              Chief Financial Officer




<PAGE>


                  EXHIBIT 32 - CEO AND CFO CERTIFICATION


Exhibit 32.1

                     Statement Furnished Pursuant to
              Section 906 of the Sarbanes-Oxley Act of 2002

         The undersigned are the Chief Executive Officer and Chief
Financial Officer of OBN Holdings, Inc. (the "Company").  This Certificate
is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
This Certification accompanies the Quarterly Report on Form 10-QSB of
the Company for the quarter ended September 30, 2006 (the "10-QSB Report").

The undersigned certifies that the 10-QSB Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, and that the information contained in the 10-QSB Report
fairly presents, in all material respects, the financial condition and
results of operations of the Company on the dates and for the periods
presented therein.


Date: June 17, 2007                    /s/ ROGER N. SMITH
                                       --------------------------------
                                           Roger N. Smith
                                           Chief Executive Officer

Date: June 17, 2007                   /s/ LARRY TAYLOR
                                      ---------------------------------
                                           Larry Taylor
                                           Chief Financial Officer