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

                                FORM 10-QSB

                                (Mark One)
            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended December 31, 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 May 15, 2007 the
Company had 25,159,042 shares of its $.001 par value common stock issued and
outstanding.

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




<PAGE>

                            TABLE OF CONTENTS

PART I    FINANCIAL INFORMATION

ITEM 1.   Consolidated Financial Statements
          Consolidated Balance Sheets at December 31, 2006 (Unaudited)
           and June 30, 2006.                                             1

          Consolidated Statements of Operations (Unaudited) for the three
           and six Month Periods Ended December 31, 2006 and 2005         2

          Consolidated Statements of Cash Flows (Unaudited) for the
           six Month Periods Ended December 31, 2006 and 2005             3

          Notes to Unaudited Consolidated Financial Statements            4

ITEM 2.   Management's Discussion and Analysis or Plan of Operation      19

ITEM 3.   Controls and Procedures                                        27


PART II   OTHER INFORMATION

ITEM 1.   Legal Proceedings                                              28

ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds    28

ITEM 3.   Defaults upon senior securities                                28

ITEM 4.   Submission of Matters to a Vote of Securities Holders          28

ITEM 5.   Other Information                                              28

Item 6.   Exhibits                                                       28








<PAGE>


PART I: FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

                            OBN Holdings, Inc.
                       Consolidated Balance Sheets

                                                December 31,    June 30,
                                                    2006          2006
                                                 -----------  ----------
                                                 (unaudited)
ASSETS
Current assets:
  Cash and cash equivalents                       $    3,908  $    2,493
                                                 -----------  ----------
    Total current assets                               3,908       2,493

Fixed assets net of accumulated depreciation
  of $32,520 and $22,062, respectively                30,871      41,329
Broadcast license                                    130,000     130,000
Programming rights, net of accumulated amortization
  of $95,192 and $94,192, respectively.               70,613      71,613
Film library, net of accumulated amortization
  of $116,315 and $80,505, respectively.             241,785     277,595
                                                  ----------  ----------
    Total assets                                  $ 477,177   $  523,030
                                                  ==========  ==========

LIABILITIES AND STOCKHOLDERS'DEFICIT
Current liabilities:
  Accounts payable                                $  851,456  $  846,076
  Accrued payroll and related                        462,432   1,381,324
  Deferred revenue                                   125,000     125,000
  Capital lease obligations                           49,396      49,396
  Programming rights payable                          90,030      90,030
  Notes and accrued interest payable                 161,953     149,392
  Notes and accrued interest payable to related
    parties                                          516,170     511,497
                                                  ----------   ---------
     Total current liabilities                     2,256,437   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; 500,000,000 shares
    authorized; 15,312,490 and 6,773,804 shares
    issued and outstanding, respectively.             15,312       6,774
  Additional paid-in-capital                       5,265,689   4,097,218
  Accumulated deficit                             (7,060,261) (6,733,677)
                                                  ----------  ----------
   Total stockholders' deficit                    (1,779,260) (2,629,685)
						  ----------  ----------

   Total liabilities and stockholders' deficit    $  477,177  $  523,030
                                                  ==========  ==========


See accompanying notes to unaudited consolidated financial statements

                                  1


<PAGE>

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

                                    FOR THE THREE MONTHS   FOR THE SIX MONTHS
                                      ended December 31,   ended December 31,
				    ---------------------   -------------------
                                        2006       2005       2006      2005
                                    ---------- ---------   --------- ----------

Revenue, net of affiliate costs     $      --   $ 132,695  $     --  $ 195,441

Cost of sales                          (4,155)     74,920        --    187,111
                                    ---------- ----------  --------- ---------
  Gross profit                          4,155      57,775        --      8,330

General and administrative expenses   173,859     308,092    309,586   575,806
                                    ---------- ----------  --------- ---------
  Loss from operations               (169,704)   (250,317)  (309,586) (567,476)
                                    ---------- ----------  --------- ---------
Other income (expense)
  Other income (expense)                  260      (1,375)       420    65,927
  Interest expense                     (8,726)     (9,037)   (17,418)  (17,159)
                                     ---------- ----------  -------- ---------
    Total other income (expense), net  (8,466)    (10,412)   (16,998)   48,768
                                     ---------- ----------  --------- --------
Loss before income taxes             (178,170)   (260,729)  (326,584) (518,708)

Income taxes                               --          --         --        --
                                     ---------- ----------  --------- ---------
   Net loss                         ($178,170) ($260,729) ($326,584) ($518,708)
                                     ========== ==========  ========= =========

Net loss available to common shareholders
  per common share:

  Basic and diluted net loss per
    common share                       ($0.02)    ($0.04)     ($0.05)   ($0.08)
                                     ========== ==========  ========= =========
  Basic and diluted weighted
  average shares outstanding         7,259,837  6,523,315   7,016,820 6,432,788
                                     ========== ==========  ========= =========


See accompanying notes to unaudited consolidated financial statements.



                                 2

<PAGE>

                          OBN Holdings, Inc.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                   FOR THE SIX MONTHS
                                                    ended December 31,
						  -----------------------
                                                     2006          2005
                                                  -----------  ----------
                                                  unaudited     unaudited
Cash flows from operating activities
  Net loss                                          ($326,584) ($518,708)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Gain on extinguishment of debt                      ---     (87,000)
     Impairment of programming rights                    ---      18,092
     Bad debt expense                                    ---      18,420
     Depreciation and amortization                     47,268     54,264
     Shares issued for services                        50,600     55,100
     Changes in operating assets and liabilities:
       Accounts receivable, net                          ---        (120)
       Accounts payable and accrued expenses          177,541    390,790
                                                  -----------  ---------
        Net cash used in operating activities         (51,175)   (69,419)

Cash flows from financing activities
  Proceeds from notes payable                          12,561     12,500
  Proceeds from notes payable to related parties        4,673     64,419
  Payments under capital lease obligations               ---      (7,697)
  Proceeds from issuance of common stock               35,356       ---
                                                  -----------  ---------
        Net cash provided by financing activities      52,590     69,222

Net change in cash and cash equivalents                 1,415         59
Cash and cash equivalents beginning of period           2,493      1,933
                                                  -----------   --------
Cash and cash equivalents, end of period               $3,908     $1,992
                                                  ===========   ========
Supplemental disclosure of cash flow information:
  Cash paid during the year for:
   Interest                                              ---        ---
                                                  ===========  =========
   Income taxes                                          ---        ---
                                                  ===========  =========

Supplemental disclosure of noncash investing and
  financing activities:

   Purchase of broadcast equipment under capital
    lease                                                ---     $59,322
                                                  ===========  =========
   Value of shares issued to pay off debt          1,091,053    $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
                      December 31, 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 the consolidated 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 and six month periods ended December 31, 2006
are not necessarily indicative of the results that may be expected for the
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 revenues from operations and has no assurance
of any future revenues.  The Company incurred a net loss of $326,584 during
the six months ended December 31, 2006.  The Company has a cash balance of
$3,908 at December 31, 2006.  In addition, at December 31, 2006 the Company's
accumulated deficit was $7,060,261 and it had negative working capital of
$2,252,529.

                                 4

<PAGE>
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 needs to raise gross proceeds of at least
$2,000,000 through equity financing sources during 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 broadband network during the third 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.

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
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 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

                                 5

<PAGE>

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)  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.

7)  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
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.


                                 6

<PAGE>

A summary of the segments for the periods ended December 31, 2006 and 2005
is presented in the tables below:


As of and for six months ended December 31, 2006:

                Broadcasting  Production   Corporate   Reconciling    Total
                 Operations   Operations                 Items

Assets              $714,510   $124,957   $2,212,842 ($2,575,132)  $477,177
Liabilities       (1,683,073)  (514,804)    (935,107)    876,547 (2,256,437)
Revenues, net of
Affiliate cost           --          --           --          --         --
Expenses             (66,251)   (36,325)    (224,428)         --   (327,004)
Other Inc/Exp           --           --          420          --        420
Net loss            ($66,251)  ($36,325)   ($224,008)         --  ($326,584)


For three months ended December 31, 2006:

                Broadcasting  Production   Corporate   Reconciling    Total
                 Operations   Operations                 Items

Revenues, net of
Affiliate cost       $   --     $   --      $    --       $   --   $     --
Expenses             (34,446)   (18,093)    (125,891)         --   (178,430)
Other Inc/Exp            260         --                       --        260
Net loss            ($34,186)  ($18,093)   ($125,891)         --  ($178,170)


For six months ended December 31, 2005:

                Broadcasting  Production   Corporate   Reconciling    Total
                 Operations   Operations                 Items

Revenues, net of
Affiliate cost     $ 195,420   $     --    $      21    $     --  $ 195,441
Expenses            (197,693)   (64,128)    (518,255)         --   (780,076)
Other Inc/Exp        (65,400)   (21,393)     152,720          --     65,927
Net loss            ($67,673)  ($85,521)   ($365,514)         --  ($518,708)



For three months ended December 31, 2005:

Revenues, net of
affiliate costs     $132,713    $     --    $     (18)   $    --  $ 132,695
Expenses             (89,016)    (32,080)    (270,953)        --   (392,049)
Other Inc (Exp)            -      (1,375)         --          --     (1,375)
Net Income (Loss)    $43,697    ($33,455)   ($270,971)        --  ($260,729)

 *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 and six month periods ended December 31, 2006 there were no
sales, whereas sales to the two largest customers totaled approximately 77%
and 87% of sales for the three and six month periods ended December 31, 2005.

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


                                 7

<PAGE>

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 are 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 are being
amortized over a three-year period and resulted in amortization expense
(included in general and administrative expenses in the consolidated
statements of operations) of $0 and $9,912 for the six months ended
December 31, 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.

SFAS No. 142 provides specific guidance for testing goodwill and intangible
assets that will not be amortized (i.e., the Company's broadcast license)
for impairment. The broadcast license is subject to impairment reviews by
applying a fair-value-based test at the reporting unit level, which
generally represents operations one level below the segments reported by
the Company.  An impairment loss will be recorded for any portion of the
broadcast license that is determined to be impaired. The Company performs
impairment testing on its broadcast license at least annually. Based on its
analysis, the Company's management believes that no impairment of the
carrying value of its broadcast license existed at December 31, 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.

                                 8

<PAGE>

Impairment of Long-Lived Assets

The Company's management assesses the recoverability of its long-lived
assets by determining whether the depreciation and amortization of long-lived
assets over their remaining lives can be recovered through projected
undiscounted future cash flows.  The amount of long-lived asset impairment
is measured based on fair value and is charged to operations in the period
in which long-lived asset impairment is determined by management. During
the six months ended December 31, 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 December 31, 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.

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.

                                 9

<PAGE>

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

Revenue from Advertising (and Paid Programming)

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

Bartering with Affiliate Stations

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

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.

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 six months ended
December 31, 2006 and 2005, the Company's advertising costs were $0 and
$58,000, respectively.

                                 10

<PAGE>

Stock-Based Compensation

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

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, is recognized over the respective vesting
period based on the difference, on the date of grant, between the fair value
of the Company's common stock and the grant price. Entities electing to remain
with the accounting method of APB 25 must make pro forma disclosures of net
income and earnings per share, as if the fair value method of accounting
defined in SFAS No. 123 had been applied.

The Company has a stock-based employee compensation plan that has reserved
600,000 shares for grant, of which 600,000 shares are available for grant at
December 31, 2006. Through June 30, 2006, the 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
December 31, 2006.

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 s
tock 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.

Basic and Diluted Loss Per Share

The Company has adopted SFAS No. 128, "Earnings Per Share". Basic loss per
common share is computed based on the weighted average number

                                 11

<PAGE>

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 have resulted in an increase of 1,256,552 in incremental
shares for the six months ended December 31, 2006.  There were no dilutive
recorded common shares at December 31, 2005.

Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board ("FASB") issued
Financial Interpretation ("FIN") No. 48, "Accounting for Uncertainty in Income
Taxes", an Interpretation of FASB Statement No. 109. FIN No. 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 No. 48 is effective for fiscal years beginning
after December 15, 2006. We will adopt FIN No. 48 beginning in the first
quarter of fiscal 2008. We are currently evaluating the impact, if any, the
adoption of FIN No. 48 will have on our operating income or net earnings. The
cumulative effect, if any, of applying the provisions of FIN No. 48 upon
initial adoption, will be reported as an adjustment to retained earnings as
of the beginning of fiscal 2008.

In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 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 No. 108
is effective for fiscal years ending after November 15, 2006. Early
application is encouraged, but not required. The Company is required to
adopt SAB No. 108 for its fiscal year ending June 30, 2007. The company is
currently assessing the impact, if any, of its adoption of SAB No. 108 will
have on its operating income or net earnings. The cumulative effect, if any,
of applying the provisions of SAB No. 108 upon initial adoption, will be
reported as an adjustment to beginning-of-year retained earnings.

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. Accordingly, this Statement
does not require any new fair value measurements. 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 currently evaluating the impact, if any; the adoption of SFAS No. 157 will
have on its operating income or net earnings.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value option for
Finanical Assets and Financial Liabilities-Including an amendmentof FASB
statement 115".  SFAS No. 159 permits entities to choose to measure many
financial instruments and certain other items at fair market value. Unrealized
gains and losses on item for which the fair market value option has been
elected will be recognized in earnings at each subsequent reporting date.
SFAS No. 159 is effective for financial statements issued for fiscal years
beginning after November 15, 2007.  The Company is currently evaluating
SFAS No. 159 to determine the impact, if any, on its financial statements.

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 December 31, 2006, the Company is not making the required lease
payments and is $63,283 in arrears (see Note 6).

                                 13

<PAGE>

NOTE 4 - PROGRAMMING RIGHTS

Eclectic continues to produce its own programming.  During the six-month
periods ended December 31, 2006 and 2005, there were no production costs.
At December 31, 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 was 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
December 31, 2006.

For the six months ended December 31, 2006 and 2005, the Company recorded
amortization expense of $1,000 and $13,516, 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 its estimated useful life of
10 years.

During the six-month periods ended December 31, 2006 and 2005, the Company
recorded amortization expense of $35,810 and $22,060, respectively, related
to its film library.


                                 14

<PAGE>

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Lease Obligations

The Company is in default under all of its leases.

As of December 31, 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 September 30, 2007.

As of December 31, 2006, the Company had accounts payable of $155,000 in
arrears relating to its satellite uplink lease which was canceled in November
2006.  The Company is currently working on a plan for repayment of the
outstanding balance due to the uplink provider.

As of December 31, 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 December 31, 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 December 31, 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 of 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 six months ended December 31 2006.  However, the Company
expects to pay Firestone the $141,000 no later than the third quarter of 2007.

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

                                 15

<PAGE>

agreed to pay WellGo $17,500, and has begun making payments.
As of December 31, 2006 a total of $2,500 has been paid, leaving a balance of
$15,000. The Company expects to complete the payments by June 30, 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
June 30, 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
sheet.


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 six months ended
December 31, 2006. The principal and interest is due and payable on demand.
As of December 31, 2006, the accrued interest on these notes totaled $46,671.

The Company has a loan balance under a 10% promissory note from family
members of the Company's officers totaling $3,500 at December 31, 2006. The
note has no set maturity date, and is payable upon demand.  As of
December 31, 2006, the accrued interest on this note totaled $1,925.

As of December 31, 2006 the Company has short-term loans with its executives
totaling $24,163.  During the six months ended December 31, 2006 $6,550 was
repaid to executives.  The loans have no interest rate and are payable
upon demand.

Related party interest expense under these notes for the six months ended
December 31, 2006 and 2005 was $11,172 and $11,504, respectively.

At December 31, 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 December 31, 2006, the accrued interest
on the note totaled $2,042.

                                 16

<PAGE>

As of December 31, 2006, the Company has short-term loans with third parties
for a total of $13,000.  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
December 31, 2006).  Accrued interest on the note totaled $11,368 as of
December 31, 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
December 31, 2006).  As of December 31, 2006, the accrued interest on the
note totaled $8,142.

In October 2006 the Company recorded a $7,500 notes payables to a program
distributor as settlement of contract dispute.  The stipulated judgment has
no interest rate and is payable.

Non-related party interest expense under these notes for the six months
ended December 31, 2006 and 2005 was $6,062 and $6,078, respectively.


NOTE 8 - STOCKHOLDERS' EQUITY

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

The Company has authorized 20,000,000 shares of preferred stock.  As of
December 31, 2006, the Company has not designated any series of preferred
stock or entered into any agreements.

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

In October 2006, the Company raised additional capital by selling 50,000
shares of OBN common stock for $10,356.

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 375,000
shares.

Between October 2006 and December 2006, a total of 465,000 shares of the
Company's stock was issued to third parties for services rendered valued at
$50,600 based on the closing price of the stock on dates of grant.

In December 2006, the Company created a Non-Qualified Deferred Compensation
Plan ("the Plan"). The accrued salaries and salary-related deductions for
Roger Smith, CEO of the Company, totaling $308,685, Larry Taylor, CFO of
the Company, totaling $402,815 and Donald Wilson, Senior Vice President of
the Company, totaling $379,553, 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. Access to the shares is prohibited
for a period of not less than thirteen (13) months from the time of
deferral. At the time of participation, the participants were required to
specify when the stock would be distributed, which varies per participant.
The value of the shares on the date conversion was $0.08 per share. The
resulting gain on extinguishment of the liability of $509,158 was recorded
in the additional paid in captial due to the related party nature of the
transaction.

                                 17

<PAGE>

NOTE 9 - LOSS PER SHARE

Basic and diluted loss per common share is computed as follows for
the three  months ended December 31, 2006 and 2005:


                                              FOR THE SIX MONTHS ENDED
                                            ------------------------------
                                             December 31,    December 31,
                                                 2006            2005
                                            -------------    -------------
Numerator for basic and diluted
   loss per common share:
     Net loss                                 ($326,584)       ($518,708)

Denominator for basic and diluted
   loss per common share
     Weighted average common
      shares outstanding                      7,016,820        6,432,788

Net loss available to common
   stockholders per common share                 ($0.05)          ($0.08)



                                               FOR THE THREE MONTHS ENDED
                                            ------------------------------
                                             December 31,    December 31,
                                                 2006            2005
                                            -------------    -------------
Numerator for basic and diluted
   loss per common share:
     Net loss                                 ($178,170)       ($260,729)

Denominator for basic and diluted
   loss per common share
     Weighted average common
      shares outstanding                      7,259,837        6,523,315

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


NOTE 10 - SUBSEQUENT EVENTS

In January 2007 forfeited stock collateral totaling 100,000 shares was
recorded as issued due to defaults on notes payables of $53,025 and $61,875
to non-related parties. This will be recorded as additional interest expense
based on the value of shares on the date of forfeiture ($0.12  per share).

In February the Company requested that the State of Nevada increase the
number of authorized shares from 50 million to 500 million shares.  The
request was  approved in March 2007.

In March 2007 50,000 shares were issued as payment of an $8,500 outstanding
debt to a non-related party. The Company will record a gain on debt
extinguishment related to the transaction in the third quarter of fiscal
year 2007.

In March 2007 accrued salaries of $188,482 were converted to 1,256,552
shares of OBN stock at a conversion rate of $0.15 per share.  As the
conversion was with related parties, the difference between the value
of the shares and the amount converted will be recorded in equity as
additional paid in capital.

In March 2007 a total of 200,000 shares were issued to the four outside
board members as compensation for past service on the Company's Board of
Directors.  The shares were valued at $0.10 per share at the time issued.

In March 2007 a total of 800,000 shares were issued (valued at $0.10 per
share) for consulting services rendered to implement an new asset acquistion
strategy.  The contract requires that an additional 1,700,000 shares be
issued based on meeting specified performance milestones.

In April 2007 the Company issued a total of 500,000 shares of stock (valued
at $0.12 per share) as part of an agreement to repurchase a 15% interest
in the Four Tops 50th Anniversary Special program that was sold in 2005.  An
additional 250,000 shares will be issued in August 2007.  The Company will
expense $90,000 related to the transaction as the program was fully impaired
in fiscal 2006.

In April 2007 a total of 165,000 shares were issued (valued at $0.12 per
share) to cover the cost of various professional services, including logo
development and theme songs.  In addition a total of 25,000 share were issued
for consulting and legal services (valued at $0.12 per share).

In April 2007 the Company's Board of Directors approved the issuance of
6,750,000 shares of stock (valued at $0.12 per share) to three Company
executives as hardship compensation for working without income during the
past four years. The stock will be held in the Company's Non-Qualified
Deferred Compensation Plan.

In May 2007 the Board of Directors of the Company
resolved, to effect a one-for-ten reverse stock split of its common stock.
Any fractional share shall be rounded up to one share.  The Company will
reflect the split in its consolidated financial statements for the quarter
ended March 31, 2007.



                                 18

<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 our business plan.  Due to the strained
relationship with the Middle East the Company does not expect to receive
the $3,500,000 investment from Sheikh Ahmed S. Al Seresry of Saudi Arabia,
with whom the Company signed an agreement to sell a 60% interest in
the Company.  Management has begun to seek working capital from alternative
sources by talking to other entities that have expressed an interest
in investing in the Company. Meanwhile, management does not have the funds
to fully implement our business plan.

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 broadcasting and severed
ties with our satellite uplink facility while we re-structure operations.
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 entered into an
agreement for broadcasting its content over the internet.  We plan to launch
the internet venture in the third quarter of 2007.  We will continue to be
innovative and seek similar joint ventures.

Television and film production operations has yet to recover. Lack of working
capital is a tremendous strain on the Company's limited resources.  However,
the prior production commitments have been fulfilled and the Company is now
refocusing its efforts to implementing other parts of its business plan.
Without outside funding, Eclectic will not be able to complete production
projects currently underway. However, the Company has entered a 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.

As mentioned above, the receipt of investment funds will allow the Company to
fully implement its revised business plan.  The plan was enhanced to account
for the accomplishments made during the past year and for recently established
industry relationships.

                                 19

<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 and six months ended
December 31, 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
$326,584 during the six months ended December 31, 2006.  The Company
has a cash balance of $3,908 at December 31, 2006.  In addition, at
December 31, 2006 our accumulated deficit was $7,060,261 and we had
negative working capital of $2,252,529.  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 during 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 its Media Internet Portal and expanding
the airing of its content to include new technologies.  We will launch our
broadband network in the third quarter of 2007.  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.

                                 20

<PAGE>

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.

6)  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

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Company has used, and will continue to use, the services of professional
publicists on a project-by-project basis.

7)  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 that the critical accounting policies of the Company are the same
as disclosed in the June 30, 2006 Form 10KSB.


RESULTS OF OPERATIONS

Total revenues, net of affiliate costs, for the Company were $0 for
the six-month period ended December 31, 2006 as compared to $195,441
for the six-month period ended December 31, 2005.   The decrease
in revenue was due to the Company's broadcast networks being off the air
during the period.  There were programs broadcast and no advertising revenue
recognized during the period. Furthermore, there were no sales generated
from the corporate leased TV station during the six-month periods ended
December 31, 2006 and 2005, respectively.

Expenses incurred during the six-month period ended December 31, 2006
totaled $327,004 as compared to $780,076 for the six-month period ended
December 31, 2005.  The decrease in expenses was primarily due to reductions
in broadcasting expenses.  Other income/expenses for the six-month period
ended December 31, 2006 and 2005 was income of $420 and $65,927 respectively.
Changes in interest expense and tax expense are insignificant.  The net loss
for the six-month period ended December 31, 2006 was $326,584 as compared to
a net loss of $518,708 for the six-month period ended December 31, 2005.

Results of operations for the six-month periods ended December 31, 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 six months ended December 31, 2006:

                Broadcasting  Production   Corporate   Reconciling    Total
                 Operations   Operations                 Items

Assets              $714,510   $124,957   $2,212,842 ($2,575,132)  $477,177
Liabilities       (1,683,073)  (514,804)    (935,107)    876,547 (2,256,437)
Revenues, net of
Affiliate cost           --          --           --          --         --
Expenses             (66,251)   (36,325)    (224,428)         --   (327,004)
Other Inc/Exp           --           --          420          --        420
Net loss            ($66,251)  ($36,325)   ($224,008)         --  ($326,584)


For six months ended December 31, 2005:

                Broadcasting  Production   Corporate   Reconciling    Total
                 Operations   Operations                 Items

Revenues, net of
Affiliate cost       195,420         --           21          --    195,441
Expenses            (197,693)   (64,128)    (518,255)         --   (780,076)
Other Inc/Exp        (65,400)   (21,393)     152,720          --     65,927
Net loss            ($67,673)  ($85,521)   ($365,514)         --  ($518,708)

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


Broadcasting Operations (Omni, ASTN and POD)

For the six months ended December 31, 2006, revenues, net of affiliate
costs, from this segment of operations totaled $0.  Revenues for the
same period in 2005 were $195,420.  Expenses were $66,251 for the
six months ended December 31, 2006 as compared to $197,693 for the
six-month period ended December 31, 2005.  Among the items expensed
during that period ending December 31, 2006 was $14,340 of accrued salaries.
The net loss for this segment of operations was $66,251 for the six months
ended December 31, 2006 as compared to a net loss of $67,673 for the
same period in 2005.

Production Operations (Eclectic)

Revenues generated in this segment of operations totaled $0 for the three
months ended December 31, 2006 as compared to $0 during the same period
in 2005.  This segment incurred $36,325 of expense during the period
compared to $64,128 in 2005.  Expenses included $23,898 of accrued salaries.
The net loss for this segment was $36,325 for the six months ended
December 31, 2006 as compared to a loss of $85,521 for the period in 2005.

OBN Corporate

Revenues generated from OBN corporate operations totaled $0 during the
six months ended December 31, 2006 as compared to $21 of revenue during
the same period of 2005.  The expenses incurred by OBN corporate were
$224,428 for the six months ended December 31, 2006 as compared with
$518,255 in 2005. Corporate expenses decreased as a result of reductions
in satellite uplink expenses.  Expenses for the six-month period ending
December 31, 2006 included $97,407 of accrued salary expenses, $22,400 of
accounting fees and $29,712 of payroll expenses.  The net loss for OBN
corporate was $224,008 during the period ended December 31, 2006 as compared
to a net loss of $365,514 for the same period in 2005.


Three-Month Period Ended December 31, 2006 as Compared to December 31, 2005

Revenue for the three month periods ending December 31, 2006 and 2005
totaled $0 and $132,695, respectively.  Expenses for the three month
periods ending December 31, 2006 and 2005 were $178,430 and $392,049,
respectively. Expenses for the three month period ending December 31,
2006 included $66,917 of accrued salaries, $38,200 of professional fees
expenses and $10,330 for subcontractors.  For the three month periods
ending December 31, 2006 and 2005, the net loss was $178,170 and
$260,729, respectively.

Results of operations for the three-month periods ended December 31,
2006 and 2005 are detailed in the charts below.   Included are the
revenues, expenses, other income and net income for the two segments
and corporate office.  In addition, the results from accounting
consolidation are presented as reconciling items.


For three months ended December 31, 2006:

                Broadcasting  Production   Corporate   Reconciling    Total
                 Operations   Operations                 Items

Revenues, net of
Affiliate cost       $   --     $   --      $    --       $   --   $     --
Expenses             (34,446)   (18,093)    (125,891)         --   (178,430)
Other Inc/Exp            260         --                       --        260
Net loss            ($34,186)  ($18,093)   ($125,891)         --  ($178,170)


For three months ended December 31, 2005:

Revenues, net of
affiliate costs     $132,713    $     --    $     (18)   $    --  $ 132,695
Expenses             (89,016)    (32,080)    (270,953)        --   (392,049)
Other Inc (Exp)            -      (1,375)         --          --     (1,375)
Net Income (Loss)    $43,697    ($33,455)   ($270,971)        --  ($260,729)

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


Broadcasting Operations (Omni, ASTN and POD)

For the three months ended December 31, 2006, revenues, net of affiliate
costs, from this segment of operations totaled $0.  Revenues for
the same period in 2005 were $132,713.    Expenses were $34,446 for the
three months ended December 31, 2006 as compared to $89,016 for the
three-month period ended December 31, 2005.  Among the items expensed
during that period ending December 31, 2006 was $8,365 of accrued salaries
and $23,350 of amortization and depreciation expense.  The net loss for this
segment of operations was $34,186 for the three months ended December 31,
2006 as compared to a net loss of $43,697 for the same period in 2005.

Production Operations (Eclectic)

Revenues generated in this segment of operations totaled $0 for the
three months ended December 31, 2006 as compared to $0 during the same
period in 2005.  This segment incurred $18,093 of expense during the
period compared to $32,080 in 2005.  Expenses included $11,949 of
accrued salaries.  Other expenses for the three month period ending
December 31, 2006 was $0 compared to $1,375 during the same period
of 2005.  The net loss for this segment was $18,093 for the three months
ended December 31, 2006 as compared to a loss of $33,455 for the period
in 2005.

OBN Corporate

Revenues generated from OBN corporate operations totaled $0 during the
three months ended December 31, 2006 as compared to $18 of revenue during
the same period of 2005.  The expenses incurred by OBN corporate were
$125,891 for the three months ended December 31, 2006 as compared with
$270,953 in 2005.  Expenses for the three month period ending December
31, 2006 included $46,600 of accrued salary expenses, $38,200 of
professional fees and $10,330 of contractor payments.   The net loss for
OBN corporate was $125,891 during the period ended December 31, 2006 as
compared to a net loss of $270,971 for the same period in 2005.


LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2006 the Company's current liabilities of $2,256,437
exceed current assets of $3,908 by $2,252,529.  Approximately 20% of
current liabilities represent accrued payroll for executives who have
opted to defer taking salaries until the needed funding is received. In
December 2006, the Board of Directors passed a resolution for conversion
of all accrued salaries at $0.15 per share, which was above the market price.
A total of $1,091,053 of accrued salaries was converted to 7,273,686 shares
of stock.  In March 2007 an additional $188,482 of accrued salaries was
converted to 1,256,552 share of stock.

Current 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.


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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
subsidiaries) financials 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

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<PAGE>

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 six months ended December 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.


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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

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

In October 2006, the Company raised additional capital by selling 50,000
shares of OBN common stock for $10,356.

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 375,000
shares.

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

In December 2006, the Company created a Non-Qualified Deferred Compensation
Plan ("the Plan"). The accrued salaries and salary-related deductions for
Roger Smith, CEO of the Company, totaling $308,685, Larry Taylor, CFO of
the Company, totaling $402,815 and Donald Wilson, Senior Vice President of
the Company, totaling $379,553, 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. Access to the shares is prohibited
for a period of not less than thirteen (13) months from the time of
deferment. At the time of participation, the participants were required to
specify when the stock would be distributed.

The above issuances were unregistered, as the Company was relying on the
exemptions from registration contained in Section 4(2) of the Securities Act,
and Regulation D promulgated thereunder, on the basis that such transactions
did not involve public offerings of securities.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information.

None

Item 6.  Exhibits

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

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

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



                                   SIGNATURES

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

OBN HOLDINGS, INC
(Registrant)

Dated:  May 30, 2007       By: /s/ Roger Neal Smith
                                ------------------------------
                                Roger Neal Smith
                                Chief Executive Officer



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