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

                                  FORM 10-Q

                                 (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, 2007

       [ ] 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 registrant 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
                 (Registrant's telephone number, including area code)

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

Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13or 15(d) of the Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.                                                 Yes ( )  No (X)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated file, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

   Large accelerated filer( )                  Accelerated filer         ( )
   Non-accelerated filer  ( )                  Smaller reporting company (X)

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


As of March 31, 2009 the Company had 18,355,086 shares of its $.001 par value
common stock issued and outstanding.








TABLE OF CONTENTS




PART I    FINANCIAL INFORMATION

ITEM 1.   Financial Statements

         Consolidated Balance Sheets at September 30, 2007 (Unaudited)
           and June 30, 2007                                              1

          Consolidated Statement of Operations (Unaudited) for the
           Three Month Periods Ended September 30, 2007 and 2006          3

          Consolidated Statement of Cash Flows (Unaudited) for the
           Three Month Periods Ended September 30, 2007 and 2006          4

          Notes to Unaudited Consolidated Financial Statements            6

ITEM 2.   Management's Discussion and Analysis OF Financial Position
             and Results of Operations                                   17

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk     22

ITEM 4.   Controls and Procedures                                        22


PART II   OTHER INFORMATION

ITEM 1.   Legal Proceedings                                              25

ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds    25

ITEM 3.   Default upon Senior Securities                                 25

ITEM 4.   Submission of Matters to Vote of Securities Holders            25

ITEM 5.   Other Information                                              26

Item 6.   Exhibits                                                       26





PART I: FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements

                               OBN Holdings, Inc.
                          CONSOLIDATED BALANCE SHEETS

                                                   September 30     June 30,
                                                       2007           2007
                                                   (Unaudited)
                                                   ------------   -----------
ASSETS
Current assets:
Cash and cash equivalents                           $    2,116    $    19,919
Subscription receivables                               644,781             --
                                                   -----------    -----------
         Total current assets                          646,897         19,919

Fixed assets, net of accumulated depreciation
   of $47,955 and $42,881, respectively                 15,434         20,508
Programming rights, net of accumulated amortization
   of $96,692 and $96,192, respectively                 69,613         69,613
Film library, net of accumulated amortization
   of $185,527 and $156,160, respectively              506,773        386,140
Other intellectual properties, net of accumulated
   Depreciation of $3,300 and $1,650, respectively      16,500         18,150
Other tangible assets                                   71,500         71,250
Deposits                                               130,000             --
                                                    -----------   -----------
       Total assets                                 $1,455,967    $   585,580
                                                    ===========   ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                   $  391,394   $   416,894
  Accrued payroll and related                           290,638       196,466
  Deferred revenue                                      125,000       125,000
  Capital lease obligations                              49,396        49,396
  Programming rights payable                             80,030        80,030
  Notes and accrued interest payable                    275,947       276,322
  Notes and accrued interest payable related parties    515,632       522,778
                                                     ----------   -----------
       Total current liabilities                      1,728,037     1,666,886
                                                     ----------   -----------
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; 5,376,106 and 3,812,157 shares
    issued and outstanding                                5,376         3,812
  Additional paid-in capital                          8,864,645     7,887,841
  Accumulated deficit                                (9,142,091)   (8,972,959)
                                                     ----------    ----------
       Total stockholders' deficit                     (272,070)   (1,081,306)
                                                     ----------    ----------

       Total liabilities and stockholders' equity   $ 1,455,967    $  585,580
                                                    ===========    ==========

    See accompanying notes to consolidated financial statements.

                              OBN Holdings, Inc.
                    CONSOLIDATED STATEMENTS OF OPERATIONS


                                                FOR THE THREE MONTHS ENDED
                                                       SEPTEMBER 30,
                                              ------------------------------
                                                  2007            2006
                                              -------------    -------------
                                                Unaudited        Unaudited
Revenue, net of affiliate costs              $         -        $       -

Cost of sales                                          -             4,155
                                              ------------     ------------

  Gross profit (loss)                                  -            (4,155)

Operating expenses:
   General and administrative                     165,955          135,727
                                              ------------     ------------

Loss from operations                             (165,955)        (138,882)
                                              ------------     ------------


Other income (expense):
  Other income                                      2,534              160
  Interest expense                                 (5,711)          (8,692)
                                              ------------     ------------

     Total other income (expense), net             (3,177)          (8,532)
                                              ------------     ------------


Loss before income taxes                         (169,132)        (148,414)

Income taxes                                           -               -
                                              ------------     ------------


  Net loss                                      ($169,132)       ($148,414)
                                              ============     ============


Net loss available to common
  stockholders per common share:

  Basic and diluted net loss per
  common share                                     ($0.04)          ($0.22)
                                              ============     ============

  Basic and diluted weighted
  average shares outstanding                    4,104,717          677,380
                                             ============      ============

See accompanying notes to consolidated financial statements.




                              OBN Holdings, Inc.
                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                  FOR THE THREE MONTHS ENDED
                                                          SEPTEMBER 30,
                                                   -------------------------
                                                      2007          2006
                                                   ----------     ----------
                                                    Unaudited     Unaudited
Cash flows from operating activities:
   Net loss                                          ($169,132)    ($148,414)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Gain on settlement of debt                       (2,534)            --
       Depreciation and amortization                    36,591        23,663
       Shares issued for services                            3            --
       Changes in operating assets and liabilities:
          Accounts receivable, net                          --            --
          Accounts payable and accrued expenses         74,805       124,130
                                                    -----------   ----------
            Net cash used in operating activities      (60,267)         (621)
                                                    -----------   ----------

Cash flows from investing activities:
   Purchase of fixed assets                           (130,000)           --
                                                    -----------   ----------
    Net cash used in investing activities             (130,000)           --
                                                    -----------   ----------

Cash flows from financing activities:
  Proceeds from notes payable, net of issuance costs       125            --
  Proceeds from notes payable to related parties        18,587            50
  Repayments on notes payable                             (500)           --
  Repayments on notes payable to related parties       (25,733)           --
  Proceeds from issuance of common stock               179,985            --
                                                    -----------   ----------
      Net cash provided by financing activities        172,464            50
                                                    -----------   ----------
Net change in cash and cash equivalents                (17,803)         (621)

Cash, and cash equivalents, beginning of period         19,919         2,493
                                                    -----------   ----------
Cash, and cash equivalents, end of period              $ 2,116        $1,872
                                                    ===========   ==========

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
         Interest                                           --            --
                                                    ===========   ==========
         Income taxes                                $      --     $      --
                                                    ===========   ==========
Supplemental disclosure of noncash investing and
 financing activities:

  Purchase of programming rights with common stock   $ 150,000            --
                                                    ===========   ==========
   See accompanying notes to consolidated financial statements.



                             OBN HOLDINGS, INC.
                NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      September 30, 2007 and 2006

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, 2007 are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2008. 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-K for the
fiscal year ended June 30, 2007.


NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background and Organization

OBN Holdings, Inc. ("OBNI" or the "Company") is a holding company with
operations in entertainment, commodity trading, plastics recycling and
intelligent traffic systems industries. Moreover, the Company is
internationally diversified with subsidiaries in China, Japan and the United
States. As a holding company its primary objective is to identify and acquire
profitable small to medium sized companies as subsidiaries, then manage the
subsidiaries growth and development.

The Company was incorporated in Nevada in 2003 as the holding company for
Three wholly owned entertainment operating subsidiaries: Omni Broadcasting
Network ("OMNI"), Eclectic Entertainment ("Eclectic") and Products On Demand
Channel ("POD"). Omni was incorporated in January 2001 as a television
broadcast company.  Eclectic Entertainment was incorporated July 2002 as a
motion picture and television production company. Products On Demand Channel
was incorporated in December 2002 as a broadcast television network
specializing in providing airtime to independent producers and companies
seeking to market their products on television. In August 2003, the Company
acquired the KSSY television broadcast license. In February 2004, OBN acquired
the name and program library of All Sports Television Network ("ASTN"), which
began broadcast operations as a fourth subsidiary in July 2005.  In January
2007 the Company began development of its Film Hook internet broadcasting
operations. In October 2007 the OBN Holdings Hong Kong subsidiary was
incorporated. In February 2008, the company signed an agreement to broadcast
its film and television properties over the broadband internet. In March 2008
the Company entered the plastics recycling industry by acquiring the
exclusive North American rights to Chinese proprietary technology that allows
"unrecyclable plastics" to be recycled. In March 2008 the Company entered the
intelligent traffic systems industry by acquiring the exclusive North American
rights to Chinese patents that captures video and still pictures of traffic
violations real time. In June 2008 the Company acquired Kyodo USA, a commodity
trading firm that provides products to Japan from Mexico.


Segment Information Reporting

As of September 30, 2007 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.


A summary of the segments for the periods ended September 30, 2007 and 2006 is
presented in the tables below:

As of and for three months ended September 30, 2007:

                 Broadcasting  Production   Corporate  Reconciling    Total
                  Operations   Operations                Items

Assets             $206,966     $65,284   $2,890,560  ($1,706,843)  $1,455,967
Liabilities        (575,248)   (171,920)    (989,127)       8,258   (1,728,037)
Revenues, net of
affiliate costs          -           -           -            -            -
Costs & expenses*   (23,436)    (16,999)    (131,231)         -       (171,666)
Other income (exp)       -           -         2,534          -          2,534
Net income (loss)  ($23,436)   ($16,999)   ($128,697)         -      ($169,132)


As of and for 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) (1,603,441)     495,992   (3,276,395)
Revenues, net of
affiliate costs         --          --           --          -            --
Costs & expenses*   (31,805)     (18,232)    (98,537)        -        (148,574)
Other income (exp)     (260)        --           420         -             160
Net loss           ($32,065)   ($18,232)    ($98,117)        -       ($148,414)

 *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.

There was $0 of outstanding receivables as of September 30, 2007.  For the
three month periods ended September 30, 2007 and September 30, 2006 there were
no sales.




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 Filmhook internet portal asset is discussed in Note 3.  The portal is an
indefinite life intellectual property.  The property is subject annual
impairment analysis.

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.

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 Filmhook internet
portal) for impairment. The internet portal 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 internet
portal that is determined to be impaired. The Company performs impairment
testing on its internet portal at least annually. Based on its analysis, the
Company's management believes that no impairment of the carrying value of its
internet portal existed at September 30, 2007. 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 change of $18,092.
During the quarter ending June 30, 2007 the Company recorded impairment of
$130,000.  Based on its analysis, the Company believes that no additional
impairment of the carrying value of its long lived assets existed at September
30, 2007.  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.

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 subscriber's 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 quarters ending
September 30, 2007 and 2006, the Company's had no advertising costs.

Stock-Based Compensation

Through June 30, 2007, the Company accounts for equity instruments issued to
non-employees in accordance with the provisions of SFAS No. 123, Accounting
for Stock-Based Compensation, and EITF Issue No. 96-18, Accounting for Equity
Instruments that are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling Goods or Services. All transactions in which goods
or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more
reliably measurable.  The measurement date used to determine the fair value
of the equity instrument issued is the earlier of the date on which the third-
party performance is complete or the date on which it is probable that
performance will occur.

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

The Company has a stock-based employee compensation plan. The Company will
account for employee options granted under this plan under the recognition and
measurement principles of APB 25, and related interpretations. No stock-based
employee compensation cost is reflected in the consolidated statements of
operations, as all employee warrants previously granted had no intrinsic value,
and no new employee options or warrants were granted for the quarter ended
September 30, 2007.  There is also no pro forma impact of these warrants as
they have no fair value under SFAS No. 123.

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 September 30, 2007, the Company had no options
outstanding and therefore believes the adoption of SFAS 123(R) to have 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.

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, 2007 and 2006.

Recent Accounting Pronouncements

In September 2006 the Financial Accounting Standards Board issued SFAS 157,
Fair Value Measurements. This standard defines fair value as the price that
would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date.  It
establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value
measurements.  It does not require any new fair value measurements, but
emphasizes that fair value is a market-based measurement, not an entity-
specific measurement. Therefore, a fair value measurement should be determined
based on the assumptions that market participants would use in pricing the
asset or liability. As a basis for considering market participant assumptions
in fair value measurements, this Statement establishes a fair value hierarchy
that distinguishes between (1) market participant assumptions developed based
on market data obtained from sources independent of the reporting entity
(observable inputs) and (2) the reporting entity's own assumptions about
market participant assumptions developed based on the best information
available in the circumstances (unobservable inputs). The effective date of
this standard is for fiscal period beginning after November 15, 2007. The
Company has determined that adoption of SFAS 157 will not result in any
additional expense as it will not change the Company's current practices.

In February 2007, the Financial Accounting Standards Board issued SFAS 159,
Fair Value Option for Financial Assets and Financial Liabilities. This
standard permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities
differently without having to apply complex hedge accounting provisions. This
Statement is expected to expand the use of fair value measurement, which is
consistent with the Board's long-term measurement objectives for accounting
for financial instruments.  This Statement is effective as of the beginning
of an entity's first fiscal year that begins after November 15, 2007. Thus,
it will be applicable to the Company's June 30, 2008 10K filing.

In September 2007 the Financial Accounting Standards Board issued SFAS 141r,
Business Combinations. It is a revision to the FASB's Statement of Financial
Accounting Standards No. 141, Business Combinations (SFAS 141), and will
effect how companies approach financial planning and reporting around business
combinations. SFAS 141r requires recognition for in-process R&D as assets at
fair value; transaction cost to be expensed, contingent consideration to be
measured at fair value; reacquired assets to be recorded as identifiable
intangible asset; assets held for sale to be measured at fair value; and
contingencies to be recognized at fair value.  The Company has determined that
the adoption of SFAS 141r will require it to analyze additional aspects in
future potential acquisitions and possibly incur additional expense. SFAS 141R
is effective for fiscal years beginning after December 15, 2008. Thus, this
standard will affect the Company's June 30, 2009 10K filing.

In July 2006 the Financial Accounting Standards Board issued FIN 48,
Accounting for Uncertainty in Income Taxes- an interpretation of FASB
Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty
in income taxes recognized in an enterprise's financial statements in
accordance with FASB Statement No. 109, Accounting for Income Taxes
(SFAS 109). This Interpretation prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. This
Interpretation also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure, and
transition. FIN 48 became effective for fiscal years beginning after December
15, 2006. The Company has adopted of FIN 48 among its current practices.

In December 2007 the Financial Accounting Standards Board issued SFAS 160,
Non-controlling Interest in Consolidated Financial Statements. The objective
of this Statement is to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements. It requires that the ownership
interests in subsidiaries held by parties other than the parent be clearly
identified, labeled, and presented in the consolidated statement of financial
position within equity, but separate from the parent's equity. Further, it
requires that the amount of consolidated net income attributable to the parent
be clearly identified, accounted for consistently, and that changes of
interests be disclosed. This Statement is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. The Company is currently evaluating the impact, if any; the adoption of
SFAS No. 160 will have on its operating income or net earnings.

In March 2008 the Financial Accounting Standards Board issued SFAS 161,
Disclosures about Derivative Instruments and Hedging Activities-an amendment
of FASB Statement No. 133.  This Statement changes the disclosure
requirements for derivative instruments and hedging activities. Entities are
required to provide enhanced disclosures about (a) how and why an entity uses
derivative instruments, (b) how derivative instruments and related hedged
items are accounted for under Statement 133 and its related interpretations,
and (c) how derivative instruments and related hedged items affect an
entity's financial position, financial performance, and cash flows. This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008,  Thus, this standard will
become applicable our December 31, 2008 quarterly filing.  The Company is
currently evaluating the impact, if any; the adoption of SFAS No. 161 will
have on its reporting requirements.


NOTE 3 - FILM HOOK INTERNET PORTAL

In October 2006 the Company has entered into an agreement to have an internet
portal constructed and operated.  Construction of the portal was completed in
June 2007.  The agreement specifies that the Company owns the site and will
provide the content for the media portal. Revenues generated from the site
will be shared on a 50/50 basis between the Company and the contractor. As of
April 30, 2009 the Company has not paid the $71,250 construction fee and the
contractor has not granted the Company access to the media portal. The Company
expects to pay the outstanding debt and begin operations by December 2009.


NOTE 4 - PROGRAMMING RIGHTS

Eclectic continues to produce its own programming. During the three-month
periods ended September 30, 2008 and 2007, there were no production costs,
respectively.  At September 30, 2007 cumulative production costs totaled
$82,775.

OMNI has purchased various programming rights assets totaling $105,130 as of
September 30, 2007.  Accumulated amortization for these asset totaled $101,292
leaving a $3,837 carry value at September 30, 2007.

For the three months ended September 30, 2007 and 2006, the Company recorded
amortization expense of $500 and $500, 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.

In April 2007, the Company acquired an additional 15% interest in the Four
Tops program for 300,000 shares of stock with average per share value of
$0.70. The program is being amortized over its estimate useful life of
10 years.

In June 2007, the Company acquired 460 film titles for 138,000 shares of stock
valued at $0.90 per share. The titles are being amortized over its estimate
useful life of 10 years.

During the three-month periods ended September 30, 2007 and 2006, the Company
recorded amortization expense of $29,367 and $17,905, respectively, related to
its film library.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

Lease Obligations

As of September 30, 2007, 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 negotiate a payment
settlement for the debt by December 31, 2009.

As of September 30, 2007, the Company had capital lease obligations totaling
$49,396 in arrears relating to its General Electric master equipment lease.
The lease has been canceled. The Company expects to negotiate a payment
settlement for the debt by December 31, 2009.

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. The Company agreed to a stipulated
judgment to repay the debt by December 31, 2007. Monthly cash payments of
$15,000, $10,000 and $10,000 were made in accordance with the agreement in
June, July and August of 2007, respectively. The $10,000 payments for
September, October and November were not made. In September 2008 the Company
agreed to a $62,500 payoff amount when a $50,000 payment was made followed by
the $12,500 final payment. Thus, this debt has been fully paid.

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 $110,000 in loans from related parties under 5% promissory
notes, none of which was advanced to the Company during the quarter ended
September 30, 2007. The principal and interest is due and payable on demand.
As of September 30, 2007, the accrued interest on these notes totaled $12,833.

The Company has $329,910 in loans from related parties under 5% promissory
notes, none of which was advanced to the Company during the quarter ended
September 30, 2007. The principal and interest is due and payable on demand.
As of September 30, 2007, the accrued interest on these notes totaled $50,335.

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, 2007. The note has
no set maturity date, and is payable upon demand. As of September 30, 2007,
the accrued interest on this note totaled $2,188.

The Company has short-term loans with its executives for a total of $6,866,
of which $0 was advanced to the Company during the quarter ended September 30,
2007. 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, 2007 and 2006 was $5,587 and $5,586, respectively.

At September 30, 2007, 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. The accrued interest on the note totaled $2,417.

As of September 30, 2007, the Company has short-term loans with third parties
for a total of $2,000. The loans have no interest rate and are payable upon
demand.

Non-related party interest expense under these notes for the three months
ended September 30, 2007 and 2006 was $125 and $3,031, respectively.


NOTE 8 - STOCKHOLDERS' EQUITY

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

The Company has authorized 20,000,000 shares of preferred stock.  As of
September 30, 2007, the Company has not designated any series of preferred
stock or entered into any agreements.


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

In July 2007 the Company issued a total of 100,000 shares of stock (valued at
$0.60 per share) as payment for consulting services.

In July 2007 the Company issued a total of 250,000 shares of stock (valued at
$0.60 per share) as part of the April 2007 agreement to purchase the interest
in the Four Tops 50th Anniversary Special program. The Company will record
additional intellectual assets of $150,000 as a result of this transaction.

In July 2007 a total of 6,000 shares (valued at $0.60) were issued as payment
for a $5,500 accounts payable to the KSSY engineer. The Company recorded a
$1,900 gain on debt extinguishment as a result of this transaction.

In July 2007 the Company initiated the process for opening a Hong Kong office
and hired a resident agent to coordinate activities in China. A total of five
(5) shares (valued at $1.00 per share) of stock were issued to the agent for
services rendered.  The office was officially opened in November 2007.

In July 2007 a total of 1,207,944 shares were issued (valued at $0.60 per
share) as subscription receivables to a Consultant firm that is assisting the
Company implement its acquisition strategy.  The consultant is considered a
related party. The consultant will pay for the stock by cash payments or
services in the future.


NOTE 9 - LOSS PER SHARE

Basic and diluted loss per common share is computed as follows for the three
months ended September 30, 2007 and 2006:





Basic and diluted loss per common share is computed as follows:

                                              For The Three Months Ended
                                            ------------------------------
                                             September 30,    September 30,
                                                 2007             2006
                                            -------------    -------------
Numerator for basic and diluted
   loss per common share:
     Net loss                                 ($169,132)       ($148,414)

Denominator for basic and diluted
   loss per common share
     Weighted average common
      shares outstanding                      4,104,717          677,380

Net loss available to common
   stockholders per common share                ($0.04)          ($0.22)


NOTE 10 - SUBSEQUENT EVENTS

In January 2008, the Company purchased 200 film titles from Angela Films for
50,000 shares of stock at $0.51 per share.  The film library asset valued at
$25,500 was recorded.  The asset will be amortized on a 10 year period.

In February the Company broadband internet broadcasting revenue sharing
agreement with TVU Networks, Inc. for an internet channel so that it can
broadcast its films titles.  TVU will handle all the advertising sales and
manage the broadcast platform operations. The Company will provide the
programming content and developing the broadcast schedules. Revenue will be
shared on a 60/40 basis, where the Company receives 60% of revenues.

In February 2008 the company acquired the exclusive North American rights to
the Lutong Tech intelligent traffic systems patents for a seventy year period
in exchange for 1,750,000 shares of stock valued at $1.00 each share and
$130,000 cash.  The license valued at $1,880,000 was recorded as an
intellectual property asset.

In February 2008 the Company acquired the exclusive North American rights to
the Chinese proprietary process that allows "unrecyclable" plastics to be
converted into reusable plastic pellets for a seventy year period in exchange
for 2,2894,781 shares valued at $1.00 each, including 2,250,000 to the Chinese
recycler, 644,781 for broker services. The license valued at $2,894,781 was
recorded as an intellectual property asset.

In May 2008, the Company signed a settlement agreement with the KSSY license
owner whereby the Company agreed to forgo any legal action and FCC complaint
filings in exchange for forgiveness of all debt obligations. Therefore, a gain
from extinguishment of outstanding accounts payables that totaled $104,791
will be recorded during the quarter ending June 30, 2008.

In June 2008 the Company acquired Kyodo USA, a pork commodity trading company
for 800,000 shares of stock valued at $0.75 per share. Kyodo USA is now a
wholly owned subsidiary that trades Mexican pork products to Japan. The
subsidiary asset valued at $1,239,125 was recorded and $639,125 extraordinary
gain was recognized.

In October 2008 the Company settled a dispute with Firestone Communications, a
satellite uplink provider. The Company paid $62,500 as the negotiated final
payment for the $120,000 of accounts payable on the Company's books. Therefore,
a $57,500 gain on the extinguishment of debt will be recognized in the quarter
ending December 31, 2008

In October 2008, the Company established OBN Holdings Japan Co, Ltd, a wholly
owned subsidiary based in Tokyo, Japan to handle its Japan operations.

In December 2008 the Company directors purchased 16,667 of company stock
valued at $0.30 per share for a total purchase price of $5,000.

In December 2008 Company executives converted $200,000 of accrued salary into
666,667 shares of OBNI shares at the $0.30 per share market rate. The shares
are being held in the Company's deferred compensation plan.

In December 2008 a total of 4,343 shares were issued as broker fees. The
market per share price was $0.30 at the time. Therefore, $1,303 of expense
will be recorded during the quarter ending December 31, 2008.

In December 2008 a total of 5,600,000 shares were issued to executives as
bonus compensation for meeting and exceeding established performance goals
during the 2007-08 fiscal year. The market price was $0.30 at the time of
authorization. Therefore, a $1,680,000 compensation expense will be recorded
for the quarter ending December 31, 2008. The shares are being held in the
deferred compensation plan.

During the quarter ending December 31, 2008 a total of 31,667 shares valued
at $0.30 per share were issued to raise $9,500.00 of cash.

During the quarter ending December 31, 2008 a total of 4,343 shares valued
at $0.30 per share were issued to pay for $1,303 of broker fees.

In February 2009 the Company issued 80,000 shares valued at $0.30 per share
to pay $24,000 for investor relations services.

During the quarter ending March 31, 2009 a total of 190,000 shares valued
between $0.20 to $0.29 per share were issued to raise $43,940.00 of cash.



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITIOIN
         AND RESULTS OF OPERATIONS

OPERATIONS

OBN Holdings, Inc. ("OBNI" or the "Company") is a holding company with
operations in entertainment, pork commodity trading, plastics recycling and
intelligent traffic systems industries. Moreover, the Company is
internationally diversified with subsidiaries in China, Japan and the United
States. As a holding company its primary objective is to identify and acquire
profitable small to medium sized companies as subsidiaries, then manage the
subsidiaries growth and development.

The Company was incorporated in Nevada in 2003 as the holding company for
three wholly owned entertainment operating subsidiaries: Omni Broadcasting
Network ("OMNI"), Eclectic Entertainment ("Eclectic") and Products On Demand
Channel ("POD"). Omni was incorporated in January 2001 as a television
broadcast company.  Eclectic Entertainment was incorporated July 2002 as a
motion picture and television production company. Products On Demand Channel
was incorporated in December 2002 as a broadcast television network
specializing in providing airtime to independent producers and companies
seeking to market their products on television. In August 2003, the Company
acquired the KSSY television broadcast license. In February 2004, OBN acquired
the name and program library of All Sports Television Network ("ASTN"), which
began broadcast operations as a fourth subsidiary in July 2005. In January
2007 the Company began development of its Film Hook internet broadcasting
operations. In October 2007 the OBN Holdings Hong Kong subsidiary was
incorporated. In February 2008, the company signed an agreement to broadcast
its film and television properties over the broadband internet. In March 2008
the Company entered the plastics recycling industry by acquiring the exclusive
North American rights to Chinese proprietary technology that allows
"unrecyclable plastics" to be recycled. In March 2008 the Company entered the
intelligent traffic systems industry by acquiring the exclusive North American
rights to Chinese patents that captures video and still pictures of traffic
violations real time. In June 2008 the Company acquired Kyodo USA, a commodity
trading firm that currently provides product to Japan from Mexico.


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, 2007 and
2006, and the related notes thereto as well as the audited financial
statements of the Company for the year ended June 30, 2007. 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 2007-08 and beyond to differ materially from
those expressed in any forward-looking statements made by, or on behalf of,
the Company.


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 collectability 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.

Intangible Assets

We have 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, plastics
recycling and intelligent traffic system licenses) for impairment. The
licenses are 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 licenses that is determined to be impaired.
We perform impairment testing on our licenses at least annually.  The
broadcast license was fully impaired in June 2007 as a result of dispute over
the sale of the license.

Impairment of Long-Lived Assets

We continue to 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 Internet broadcasting channels 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 short form programming 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 been 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 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) Revenue is recognized from commodity trading operations after the order is
   received and the Company invoices the customer.  At that time the items
   have been already purchased from our supplier and are on their way to the
   customer. Similarly, revenue generated from plastic raw material sales is
   recognized when the customer is invoiced.

5) Revenue generated from intelligent traffic system operations is recognized
   when municipalities are invoiced.


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 periods ended September 30, 2007 and 2006. No revenues were
generated because the Company's broadcast networks were off the air during
the periods. 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 30, 2007 and 2006, respectively.

Expenses incurred during the three-month period ended September 30, 2007
totaled $171,667 as compared to $148,574 for the three-month period ended
September 30, 2006.  Other income/expenses for the three-month period ended
September 30, 2007 was income of $2,534.  Changes in interest expense and tax
expense are insignificant.  The net loss for the three-month period ended
September 30, 2007 was $169,133 as compared to a net loss of $148,414 for the
three-month period ended September 30, 2006.

Results of operations for the three-month periods ended September 30, 2007
and 2006 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 three months ended September 30, 2007:

                 Broadcasting  Production   Corporate  Reconciling    Total
                  Operations   Operations                Items

Assets             $206,966     $65,284   $2,890,560  ($1,706,843)  $1,455,967
Liabilities        (575,248)   (171,920)    (989,127)       8,258   (1,728,037)
Revenues, net of
affiliate costs          -           -           -            -            -
Costs & expenses*   (23,436)    (16,999)    (131,231)         -       (171,666)
Other income (exp)       -           -         2,534          -          2,534
Net income (loss)  ($23,436)   ($16,999)   ($128,697)         -      ($169,132)



As of and for 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) (1,603,441)     495,992   (3,276,395)
Revenues, net of
affiliate costs         --          --           --          -            --
Costs & expenses*   (31,805)     (18,232)    (98,537)        -        (148,574)
Other income (exp)     (260)        --           420         -             160
Net loss           ($32,065)    ($18,232)   ($98,117)        -       ($148,414)

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


Broadcasting Operations (Omni, ASTN and POD)

For the three months ended September 30, 2007, revenues, net of affiliate
costs, from this segment of operations totaled $0. Revenues for the same
period in 2006 were 0 also. Expenses were $23,436 for the three months ended
September 30, 2007 as compared to $31,805 for the three-month period ended
September 30, 2006. The net loss for this segment of operations was $23,436
for the three months ended September 30, 2007 as compared to a net loss of
$32,065 for the same period in 2006.

Production Operations (Eclectic)

Revenues generated in this segment of operations totaled $0 for the three
months ended September 30, 2007 as compared to $0 during the same period in
2006.  This segment incurred $16,999 of expense during the period compared to
$18,232 in 2006.  Expenses included $15,624 of accrued salaries. The net loss
for this segment was $16,999 for the three months ended September 30, 2007 as
compared to a loss of $18,232 for the period in 2006.

OBN Corporate

Revenues generated from OBN corporate operations totaled $0 during the three
months ended September 30, 2007 as compared to $0 of revenue during the same
period of 2006.  The expenses incurred by OBN corporate were $131,232 for the
three months ended September 30, 2007 as compared with $98,537 in 2006.
Expenses for the three-month period ending September 30, 2007 included
$75,000 of accrued salary expenses and $21,700 of professional fees. The
other income for this period was $2,534 as compared to $420 for the same
period in 2006.  The net loss for OBN corporate was $128,698 during the
period ended September 30, 2007 as compared to a net loss of $98,117 for the
same period in 2006.


LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2007 the Company's current liabilities of $1,728,037
exceeded current assets of $1,455,967 by $272,070. Approximately 16% of
current liabilities represent accrued payroll for executives who have opted
to defer taking salaries until additional funding is received. A portion of
the payroll shall be paid once a private stock sale is completed. At the
board of directors meeting held January 10, 2006, the outside directors
approved a resolution allowing executives who have deferred their salaries to
convert any or all amounts due that exceed $50,000. The conversion price was
$1.00 per share, or market value of the common stock, whichever was greater.
As a result, $200,000 of accrued salaries was converted into 200,000 shares
in January 2006.  In December 2006 another $727,369 of accrued salaries were
converted into 1,091,051 shares.  In March 2007 another $125,655 of accrued
salaries were converted into 158,988 shares. In April 2007, a total of
675,000 shares valued at $1.20 each was issued to executives as special
hardship for working without salaries for the past four years. These amounts
are being held in Company's Non Qualified Deferred Compensation Plan.

Management's believes that the acquisition of Kyodo USA in June 2008
addresses any future liquidity issues because of its strong cash flow and
cash balances in its bank accounts. In addition, the Company continues to
raise additional capital through equity financing sources.  However, no
assurance can be given that additional capital will be available when
required or upon terms acceptable to the Company. The Company intends to
raise additional funds through a S-1 filing and anticipates implementing its
business plan to expand its acquisition and development plans.

The liquidity issues for each segment is addressed below.


Entertainment Operations
------------------------
The liquidity issues that have plagued our broadcasting operations have been
resolved by terminating our television broadcasts and satellite uplink. Thus,
the Company no longer has expenses for television affiliate stations and
satellite uplink.  Instead, the Company has entered the Internet broadband
broadcasting industry by signing an agreement with an established Internet
network in February 2008. Under this agreement, the Company provides the
programming content and channel scheduling while the Internet Network covers
all related broadcasting costs, including costs for advertising sales and
technical support.  The Company receives 60% of all generated revenues. As a
result our broadcast costs have been substantially reduced while our programs
now reach a worldwide market.

Liquidity for the television and film production operations remains
essentially unchanged.  There are several television production projects
underway at various stages of development. These projects will be completed
with funds from OBN operations. The Company will seek project investors for
all future projects.  Adopting this project funding practice will allow the
Company to realize revenues from licensing agreements, syndication agreements
and advertising without using much of its own funds.  Again, the Company
anticipates investing very little of OBN funds into new television and film
projects, instead investor funds will be obtained.

Plastics Recycling Operations
-----------------------------
Liquidity is not a major concern for the plastic recycling operations that
began as a result of acquiring the proprietary technology license in February
2008. The Company will not require cash until it begins its own plastic
recycling operation using the exclusive technology license.  In order to
generate cash, the Company will sell raw materials to the Chinese facility
from which the exclusive license agreement was acquired. At the same time,
the Company is looking to acquire a plastic recycling facility in North
America. After the acquisition is completed, the Company will be able to
exploit the exclusive recycling technology license.


Intelligent Traffic Systems Operations
--------------------------------------
Liquidity is not a major concern for the intelligent traffic systems
operations that began as a result of acquiring the proprietary technology
license in February 2008.  The Company is bidding on traffic system
installation projects at municipalities throughout North American. As
contracts are awarded, the Company will engage the Chinese company that owns
the proprietary technology to supervise the installation.  Little cash is
required during the bidding process.  We anticipate installation of the first
system in North America within the next eighteen (18) months.  In addition,
some traffic systems units will be sold without installation responsibility,
thus requiring no cash other than sales expenses.


Commodity Trading Operations
----------------------------

There are no liquidity issues related to the commodity trading operations
that were acquired in June 2008 as Kyodo USA has adequate cash flow. In fact,
the Company anticipates that some of the excess cash from these operations
will support other OBN operations via intercompany transfers.


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. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable


Item 4.  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) 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 September 30, 2007 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

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 12, 2009          By: /s/ Roger Neal Smith
                                ------------------------------
                                Roger Neal Smith
                                Chief Executive Officer