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

                                  FORM 10-QSB
(Mark One)

 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

          For the transition period from  _________to _____________

                       Commission File Number 000-51021

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

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

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

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


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

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

As of November 14, 2005 the Company had 6,453,804 shares of its $.001 par value
common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):

Yes _____  No       X



<PAGE>



                               OBN Holdings, Inc.
                               ------------------

                              INDEX TO FORM 10-QSB


                                                                          PAGE
                                                                          ----
PART I ---	FINANCIAL INFORMATION

                Item 1. Financial Statements

                     Consolidated Balance Sheets at September 30, 2005
                     (Unaudited) and June 30, 2005                          3

                     Consolidated Statements of Operations (Unaudited)
                     for the Three Month Periods Ended September 30,
                     2005 and 2004                                          4

                     Consolidated Statements of Cash Flows (Unaudited)
                     for the Three Month Periods Ended September 30,
                     2005 and 2004                                          5

                     Notes to Unaudited Consolidated Financial Statements   6

                Item 2. Management's Discussion and Analysis or
                        Plan of Operation                                  16

                Item 3. Controls and Procedures                            24

PART II ---	OTHER INFORMATION

                Item 1. Legal Proceedings                                  25

                Item 2. Change in Securities and Use of Proceeds           25

                Item 3. Unregistered Sales of Equity Securities
                        and Use of Proceeds                                25

                Item 4. Submission of Matters to a Vote of
                        Securities Holders                                 25

                Item 5. Other Information                                  25

                Item 6. Exhibits                                           25


<PAGE>

PART 1:  FINANCIAL INFORMATION

Item 1.  CONSOLIDATED Financial Statements

                          OBN Holdings, Inc.
                      CONSOLIDATED BALANCE SHEETS

                                           September 30,        June 30,
                                               2005               2005
                                           ------------        ---------
                                            (Unaudited)
ASSETS

Current assets:
 Cash and cash equivalents                      ----             $1,933
 Accounts receivable, net of allowance
  for doubtful accounts of $0 and
  $214,500,respectfully                        49,109            18,299
 Other receivables                                801               801
                                              -------            -------
         Total current assets                  49,910            21,033

Fixed assets, net of accumulated
 depreciation of $6,301 and $1,151,
 respectively                                  55,521             1,349
Broadcast license                             130,000           130,000
Programming rights, net of accumulated
 amortization of $81,272 and $76,489,
 respectively                                 393,903           418,916
Film library, net of accumulated amortization
 of $26,855 and $22,700, respectively         331,245            60,400
Website development costs, net of
 accumulated amortization of $65,870
 and $60,185, respectfully                      8,537            14,322
                                              --------          --------
         Total assets                        $969,216          $646,020
                                             =========         =========


LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities:
  Accounts payable                           $817,067           746,584
  Accrued payroll and related               1,142,686         1,019,568
  Deferred Revenue                            373,589            38,175
  Current portion of obligations under
   capital lease                               59,677            47,406
  Programming rights payable                   90,030            90,030
  Notes and accrued interest payable          123,817           359,765
  Notes and accrued interest payable to
   related parties                            422,166           371,525
                                            ---------         ---------
         Total current liabilities          3,029,032         2,673,053

Captial lease obligation, net of
 current portion                               42,720             7,124
                                            ---------         ----------
         Total liabilities                  3,071,752          2,680,177

Stockholders' (deficit) equity:
 Undesignated preferred stock, $0.001
  par value; 20,000,000 shares authorized;
  no shares issued and outstanding             --                 --
 Common stock; $.001 par value; 50,000,000
  shares authorized; 6,483,804 and
  6,167,804 shares issued and outstanding,
  respectively                                6,484              6,168
 Additional paid-in capital                3,875,909          3,686,624
 Deficit accumulated during the
  development stage                       (5,984,929)        (5,726,949)
                                          -----------        -----------

   Total stockholders' (deficit) equity   (2,102,536)        (2,034,157)
                                          -----------        -----------

                                            $969,216           $646,020
                                         ===========         ==========


See accompanying notes to unaudited consolidated financial statements.




<PAGE>

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




                                                For the three months
                                                  ended September 30
                                            ---------------------------

                                              2005             2004
                                           ---------         ---------

Revenue, net of affiliate costs             $62,746          $31,330
                                           --------          --------
Cost of Sales                               112,191           39,191
                                           --------          --------
  Gross (Loss) Profit                       (49,445)          (7,861)

General and administrative expense          267,714          254,762
                                           --------          --------
Loss from operations                       (317,159)        (262,623)
                                           --------          --------

Other income (expense)
  Other income, net                          67,302             442
  Interest expense                           (8,122)         (8,916)
                                           ---------         -------
   Total other income (expense), net         59,180          (8,474)
                                           ---------         -------

Loss before income taxes                   (257,979)       (271,097)

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

  Net loss                                ($257,979)      ($271,097)
                                          ==========      ==========

Net loss available to common
  shareholders per common share:

  Basic and diluted net loss per
  common share                              ($0.04)          ($0.05)
                                          ==========      ==========

  Basic and diluted weighted
  average shares outstanding              6,342,261        5,876,045


See accompanying notes to unaudited consolidated financial statements.


<PAGE>


                               OBN Holdings, Inc.
                       CONSOLIDATED STATEMENT OF CASH FLOWS

                                                 For the three months
                                                  ended September 30
                                             ---------------------------

                                                 2005          2004
                                               ---------     ---------
                                                Unaudited     Unaudited
Cash flows from operating activities
 Net loss                                       ($257,979)    ($271,097)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
   Gain on settlement of debt                    (87,000)        ---
   Impairment of programming rights               18,092         ---
   Depreciation and amortization                  21,911        17,692
   Bad debt provision                              ---           ---
   Shares issued for services                     36,000        49,500
   Changes in operating assets and liabilities:
    Accounts receivable, net                     (30,810)        ---
    Accounts payable and accrued expenses        252,104        30,724
    Payments on programming rights                 ---           ---
                                                ---------     ---------
     Net cash used in operating activities       (47,683)     (173,181)
                                                ---------     ---------
Cash flows from investing activities:
  Purchase of fixed assets                         ---           ---
   Purchase of film library                        ---           ---
                                                ---------    ---------
   Net cash used in (provided by)
    investing activities                           ---           ---
                                                ---------    ---------
Cash flows from financing activities
 Proceeds from notes payable                       ---          61,875
 Proceeds from notes payable to
  related parties                                 45,750        10,000
 Principal payments under capital
  lease obligations                                ---           ---
 Proceeds from issuance of common stock            ---         101,194
                                                ---------     ---------
   Net cash provided by financing Activities      45,750       173,069
                                                ---------     ---------
Net change in cash and cash equivalents           86,054         (112)

Cash, and cash equivalents beginning of period     1,933         3,493
                                                ---------     ---------
Cash, and cash equivalents end of period         $87,987        $3,381
                                                =========     =========
Supplemental disclosure of cash
 flow information:
  Cash paid during the year for:
    Interest                                      $1,614        $8,916
                                                =========     =========
    Income taxes                                   ---           ---
                                                =========     =========
Supplemental disclosure of noncash investing
 and financing activities:
  Programming right in exchange for
   accounts payable                                ---        $800,000
                                                =========     =========
  Payments of accounts payable with
   common stock                                    ---         $39,500
                                                =========     =========
  Purchase of programming rights with
   commons stock                                   ---         $13,500
                                                =========     =========
  Purchase of broadcast equipment under
   capital lease                                 $59,322         ---
                                                =========     =========
  Shares issued to settle debt                  $150,000         ---
                                                =========     =========
  Purchase of film library in exchange
   for deferred revenue                         $275,000         ---
                                                =========     =========
  Payments of capital lease with
   common stock                                   $3,600         ---
                                                =========     =========


See accompanying notes to unaudited consolidated financial statements.



<PAGE>



OBN HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005

NOTE 1 - MANAGEMENT'S REPRESENTATION

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

Operating results for the three-month period ended September 30, 2005
are not necessarily indicative of the results that may be expected for
the year ending June 30, 2006.  It is suggested that the financial
statements be read in conjunction with the audited financial
statements and notes thereto included in the Company's 10-KSB for the
fiscal year ended June 30, 2005.

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background and Organization

OBN Holdings, Inc. (the "Company") is an entertainment company engaged
in television broadcasting, feature film and television production 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 Independent Auditors' Report on our June 30, 2005
financial statements, the Company has incurred losses from operations.
These factors, among others, raise substantial doubt about our ability
to continue as a going concern.

The Company has not generated significant revenues from operations and
have no assurance of any future revenues.  The Company incurred a net
loss of $257,979 during the quarter ended September 30, 2005.  The
Company has a negative cash balance of $363 at September 30, 2005.
In addition, at September 30, 2005 the Company's accumulated deficit
was $5,984,929 and had negative working capital of $2,979,122.  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 our efforts to negotiate the extension of our 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 $3,000,000 from equity financing sources in the winter of


<PAGE>


2005-06 so it can expand our 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 broadcast operations.  Given the
     commitment to complete the major production during the fiscal year
     ending June 30, 2005, the Company was unable to give this area of
     business sufficient attention.   The Company is aggressively
     developing new television programs for the Omni Broadcasting
     Network.  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 network.  The
     Company expects the new television programs to attract a greater
     audience interest, which will also result in a larger number of
     affiliate television stations.

2)   Syndicating programs the Company produces whenever possible, given
     the success with the Four Tops.   The Company now has a syndicator
     under contract.  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 Omni Broadcasting Network,
     as well as licensing the programs to 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.

3)   Refocusing programming from infomercials to music series with
     inserted short-form advertising for Products on Demand since these
     formats are more profitable and predictable.  In addition, the
     Company will continue marketing the airtime available on the
     Products On Demand Channel to independent television program
     distributors and small television networks.  Infomercials will no
     longer be the primary programming for Products on Demand.

4)   Expanding our sales operations to include international
     distributors, an outside advertising sales company and a dedicated
     in-house sales team.  The Company will continue our efforts to
     establish sales offices in Asian, Africa 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
     adverting sales company with established relations with small and
     medium-sized advertising agencies.

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

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
     nationally.  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 our own.  Instead the Company will establish
     limited liability companies or limited partnerships, and use
     investor funding for these types of projects.


<PAGE>


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..

A summary of the segments for the periods ended September 30, 2005 and
2004 is presented in the tables below:

For the quarter ended September 30, 2005

-------------------------------------------------------------------------------

                  Broadcasting Production  Corporate  Reconciling    Total
                   Operations  Operations               Items
-------------------------------------------------------------------------------

Assets              $904,535   $430,884   $1,826,228 ($2,190,958)   $969,216
-------------------------------------------------------------------------------

Liabilities       (1,778,237   (566,843)  (1,224,137)    495,992  (3,071,752)
-------------------------------------------------------------------------------

Revenues, net
of affiliate
cost                 62,707       --             39        --         62,746
-------------------------------------------------------------------------------

Expenses           (108,677)    (32,048)    (247,302)      --       (388,027)
-------------------------------------------------------------------------------

Other Inc (Exp)     (65,400)    (20,018)     152,720       --         67,302
-------------------------------------------------------------------------------

Net Income (loss) ($111,370)   ($52,066)    ($94,543)      --      ($257,979)
-------------------------------------------------------------------------------



For the quarter ended September 30, 2004
-------------------------------------------------------------------------------

                 Broadcasting Production  Corporate  Reconciling    Total
                   Operations  Operations               Items
--------------------------------------------------------------------------------

Assets              $612,513   $816,461   $1,445,373  ($1,754,481) $1,118,866
--------------------------------------------------------------------------------

Liabilities       (1,204,588)  (787,369)    (779,976)     441,852 (2,330,081)
--------------------------------------------------------------------------------

Revenues, net
of affiliate
cost                 36,610      18,972        --         (24,252)    31,330
--------------------------------------------------------------------------------

Expenses           (119,313)    (36,753)    (171,055)      24,252   (302,869)
--------------------------------------------------------------------------------

Other Inc (Exp)      (4,166)     (3,400)       8,008       --            442
--------------------------------------------------------------------------------

Net Income (loss)  ($86,869)   ($21,188)   ($163,047)      --      ($271,097)
--------------------------------------------------------------------------------


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

Reconciling items consist of inter-company balances.  The revenue and
expense reconciling items primarily represent the purchase of
satellite uplink time by one Company subsidiary from another Company
subsidiary.  As of this fiscal year, the satellite uplink is under a
corporate contract and these intercompany transactions are not
necessary.  Balance sheet reconciling amounts consist primarily of
corporate-level loans to subsidiaries and the elimination of inter-
company receivables/payables.  All revenues are from customers in the
United States and all long-lived assets are located in the United
States.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reported period.
Actual results could differ from estimated amounts.  The Company's
significant estimates include the realizability of long-lived assets
and deferred tax assets.




<PAGE>

Concentration of Credit Risk

The Company maintains its cash and cash equivalent accounts in
financial institutions.  Accounts at these institutions are insured by
the Federal Deposit Insurance Corporation ("FDIC") up to $100,000.  At
September 30, 2005, the Company had no balances that were in excess of
the FDIC insurance limit.  The Company performs ongoing evaluations of
these institutions to limit its concentration risk exposure.

The Company grants credit to customers within the United States of
America, and does not require collateral.  The Company's ability to
collect receivables is affected by economic fluctuations in the
geographic areas and industries served by the Company.  Reserves for
uncollectible amounts are provided based on past experience and a
specific analysis of the accounts which management believes is
sufficient.  Although the Company expects to collect amounts due,
actual collections may differ from the estimated amounts.

There was $49,910 of outstanding accounts receivable as of September
30, 2005.  For the three-month period ended September 30, 2005, the
two largest customers totaled approximately 91% of revenue.

Fair Value of Financial Instruments

The carrying amounts of the Company's cash and cash equivalents, trade
payables, accrued expenses and notes payable approximate their
estimated fair values due to the short-term maturities of those
financial instruments.  The estimated fair values of related-party
notes payable are not determinable as the transactions are with
related parties.


Fixed Assets

Depreciation and amortization of fixed assets are provided using the
straight-line method over the following useful lives:

     Furniture and fixtures       5 years
     Machinery and equipment	3-5 years
     Leasehold improvements	Life of lease

Maintenance, repairs and minor renewals are charged directly to
expense as incurred.  Additions and betterments to fixed assets are
capitalized.  When assets are disposed of, the related costs and
accumulated depreciation and amortization are removed from the
accounts and any resulting gain or loss is included in operations.

Other Long-Lived Assets

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

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

The film library is discussed in Note 5.  This asset is being amortized
over its estimated useful life of 10 years from April 2004.

Website development costs are accounted for using Emerging Issues Task
Force ("EITF") Issue No. 00-2, Accounting for Web Site Development
Costs.  Website development costs and the accounting for such costs
should be accounted for under AICPA Statement of Position 98-1,
Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use.  Applicable website development costs incurred are
being amortized over a three-year period and resulted in amortization
expense (included in general and administrative expenses in the
consolidated statement of operations) of $5,685 and $5,683 for the
quarters ended September 30, 2005 and 2004, respectively.


Intangible Assets

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

SFAS No. 142 provides specific guidance for testing goodwill and
intangible assets that will not be amortized (i.e., the Company's
broadcast license) for impairment. The broadcast license is subject to
impairment reviews by applying a fair-value-based test at the
reporting unit level, which generally represents operations one level
below the segments reported by the Company. An impairment loss will be
recorded for any portion of the broadcast license that is determined
to be impaired. The Company performs impairment testing on its
broadcast license at least annually. Based on its analysis, the
Company's management believes that no impairment of the carrying value
of its broadcast license existed at September 30, 2005. There can be
no assurance however, that market conditions will not change or demand
for the Company's products and services will continue which could
result in impairment of its broadcast license in the future.

Impairment of Long-Lived Assets

The Company's management assesses the recoverability of its long-lived
assets by determining whether the depreciation and amortization of
long-lived assets over their remaining lives can be recovered through
projected undiscounted future cash flows.  The amount of long-lived
asset
impairment is measured based on fair value and is charged to
operations in
the period in which long-lived asset impairment is
determined by management.
Based on uncertainties in the realizability
of certain programming rights
assets, the Company believes that an impairment of the carrying value of its
long-lived assets existed at September 30, 2005.  Management believes that an
impairment charge of $18,072 is adequate.  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.


<PAGE>

Revenue Recognition

Revenue From Licensing TV Programs and Feature Films

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

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

Revenue Sharing With Program Licensors

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

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

Revenue from Advertising (and Paid Programming)

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

Bartering with Affiliate Stations

Under a cash-plus-barter arrangement, the Company provides a specified
amount of cash, the programming content and a specified number of
program advertising slots to affiliate stations.  In exchange the
affiliate agrees to broadcast the program to its
subscribers/households. The cash fee paid to affiliates is recorded as
a reduction of revenue as the Company pays this fee to affiliates in
lieu of accepting fewer advertising slots to be sold and recognized as
revenue.  For the three month periods ended September 30, 2005 and
2004, affiliate costs totaled $0 and $1,844, respectively

Accounting for Filmed Entertainment and Television Programming Costs

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



<PAGE>


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.  In quarter ending
September 30 2005 and 2004, the Company's advertising costs were
$54,000 and $0, respectively.

Stock-Based Compensation

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

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

The Company has a stock-based employee compensation. The Company will
account for employee options granted under this plan under the
recognition and measurement principles of APB 25, and related
interpretations. No stock-based employee compensation cost is reflected
in the consolidated statement of operations, as all employee warrants
granted in the year ended June 30, 2003 had no intrinsic value, and no
new employee options or warrants were granted for the quarters ended
September 30, 2005 and 2004.  There is also no pro forma impact of these
warrants as they have no fair value under SFAS No. 123.

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


<PAGE>


Basic and Diluted Loss Per Share

The Company has adopted SFAS No. 128, Earnings Per Share (see Note 9).

Basic loss per common share is computed based on the weighted average
number of shares outstanding for the period. Diluted loss per share is
computed by dividing net loss by the weighted average shares
outstanding assuming all dilutive potential common shares were issued.
Basic and diluted loss per share are the same as the effect of stock
options and warrants on loss per share are anti-dilutive and thus not
included in the diluted loss per share calculation. The impact under
the treasury stock method of dilutive convertible debt and stock
options and warrants would not have resulted in an increase of
incremental shares for the quarters ended September 30, 2005 and 2004.
Recent Accounting Pronouncements

In December 2004, the FASB issued a revision to SFAS No. 123, "Share-
Based Payment, an amendment of FASB Statements Nos. 123 and 95," (SFAS
No. 123R) that addresses the accounting for share-based payment
transactions in which a Company receives employee services in exchange
for either equity instruments of the Company or liabilities that are
based on the fair value of the Company's equity instruments or that
may be settled by the issuance of such equity instruments.  This
statement would eliminate the ability to account for share-based
compensation transactions using the intrinsic method that the Company
currently uses and generally would require that such transactions be
accounted for using a fair-value-based method and recognized as
expense in the consolidated statement of operations.  The effective
date of this standard is for annual periods beginning after December
15, 2005.  The Company has determined that the adoption of SFAS 123R
will result in the Company having to recognize additional compensation
expense related to the options or warrants granted to employees, and
it will have an impact on the Company's net earnings in the future.
 This standard requires expensing the fair value of stock option
grants and stock purchases under employee stock purchase plan.

In December 2004, the Financial Accounting Standards Board issued SFAS
No. 153, "Exchanges of Nonmonetary Assets - an amendment of APB
Opinion No. 29", which amends Opinion 29 by eliminating the exception
for nonmonetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of nonmonetary assets that do
not have commercial substance.  A nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange.  SFAS No. 153 is
effective for a fiscal year beginning after June 15, 2005, and
implementation is done prospectively.  Management does not expect the
implementation of this new standard to have a material impact on its
financial position, results of operations and cash flows.

In May 2005, the Financial Accounting Standards Board issued SFAS No.
154, "Accounting Changes and Error Corrections - a replacement of APB
Opinion No. 20 and FASB Statement No. 3."  SFAS No. 154 requires
retrospective application to prior periods' financial statements of
changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect
of the change. SFAS No. 154 also requires that retrospective
application of a change in accounting principle be limited to the
direct effects of the change. Indirect effects of a change in
accounting principle, such as a change in nondiscretionary profit-
sharing payments resulting from an accounting change, should be
recognized in the period of the accounting change. SFAS No. 154 also
requires that a change in depreciation, amortization, or depletion
method for long-lived, non-financial assets be accounted for as a
change in accounting estimate effected by a change in accounting
principle. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December
15, 2005. Early adoption is permitted for accounting changes and
corrections of errors made in fiscal years beginning after the date
this Statement is issued. Management does not expect the
implementation of this new standard to have a material impact on our
financial position, results of operations and cash flows.

In March 2005, the SEC released Staff Accounting Bulletin No. 107,
"Share-Based Payment"("SAB 107"), which provides interpretive guidance
related to the interaction between SFAS 123(R) and certain SEC rules
and regulations. It also provides the SEC staff's views regarding
valuation of share-based payment arrangements.  Management is
currently evaluating the impact SAB 107 will have on our consolidated
financial statements.



<PAGE>

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.


NOTE 4 - PROGRAMMING RIGHTS

Eclectic continues to produce its own programming. At September 30, 2005
such costs totaled $63,775.

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 the Four
Tops Television Special after Eclectic and the other parties recoup all of
their production expenses. In addition, Eclectic has sold 50% of its 1/3
interest in its "From The Heart: The Four Tops 50th Anniversary and
Celebration" production for $500,000, which has been recorded as a
reimbursement of capitalized programming rights as the agreement requires
the third-party investor to be reimbursed for this investment as part of
Eclectic's production expenses before recoupment. However, Eclectic retains
ownership of all rights. Eclectic's capitalized programming cost related
to this program totaled approximately $300,000 as of September 30, 2005.

OMNI has purchased various programming rights assets totaling $105,130 as
of September 30, 2005.

For the year three months ended September 30, 2005 and 2004, the Company
recorded amortization expense of $6,921 and $8,049, respectively.


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 liabilities, as the advertisements
will be broadcast over future months. The Company will amortize the film
library titles over its estimated useful life of 10 years beginning in
October 2005.

During the three months ended September 30, 2005 and 2004, the Company
recorded amortization expense at $4,155 and $3,690, respectively.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

Revenue Sharing Agreement

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

Litigation

The Company may become a party to litigation in the normal course of
business.  In the opinion of management, there are no legal matters
involving the Company that would have a material adverse effect upon
the Company's financial condition or results of operations.



<PAGE>


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 $283,750 in loans from a related party under 5%
promissory notes. The principal and interest is due and payable on
demand.  As of September 30, 2005, the accrued interest on these notes
totaled $17,260.

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,
2005. The note has no set maturity date, and is payable upon demand.
As of September 30, 2005, the accrued interest on this note totaled
$1,429.

The Company has a short term loan agreement with one of its executives
for $4,500.  The loan has no interest rate and is payable upon demand.

The Company has a loan of $110,000 from a related party under a 5%
promissory note. The principal and interest is due and payable on demand.
As of September 30, 2005, the accrued interest on this note totaled $1,725.

Related party interest expense under these notes for the three months
ending September 30, 2005 was $4,537.

At September 30, 2005 the Company had a $5,000 balance of notes
payable to a third party that bears interest at 10%.  The note has no
set maturity date, and is payable upon demand.  As of September 30,
2005, the accrued interest on the note totaled $1,375.

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 10.75% as of September 30, 2005).  As of September 30, 2005,
the accrued interest on the note totaled $1,615.

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 7.75% as of September 30, 2005).  As of
September 30, 2005, the accrued interest on the note totaled $927.

As of September 30, 2005, the interest on all non-related notes
payable totaled $3,585.

NOTE 8 - STOCKHOLDERS' EQUITY

During the three-month period ended September 30, 2005 a total of
250,000 shares of Company stock were issued at $0.60 per share (based on
the closing price on the respective grant date) to settle $237,000 of
notes payable, resulting in a $87,000 gain.   In addition, 6,000
shares of Company stock was issued at $0.60 were granted in lieu of
$3,600 of KSSY lease payments.

During the three month period ended September 30, 2005, the Company
issued 60,000 shares of common stock at $0.60 per share (based on the
closing price on the respective grant date) for satellite uplink services.
Subsequent to September 30, 2005 these shares were cancelled and the
Company made a cash payment to the vendor (see Note10).

<PAGE>


NOTE 9 - LOSS PER SHARE

Basic and diluted loss per common share is computed as follows for the
three months ended September 30, 2005 and 2004:


                                          Three Months Ended
                                      ------------------------------
                                        Sept 30,         Sept 30,
                                          2005             2004
                                      ------------      ----------
Numerator for basic and diluted
   loss per common share:
     Net loss                         ($257,979)        ($271,097)

Denominator for basic and diluted
   loss per common share
     Weighted average common
      shares outstanding              6,342,261         5,876,045

Net loss per common share a
   available to common
     shareholder                        ($0.04)           ($0.05)




NOTE 10 - SUBSEQUENT EVENTS

In October 2005, the Company canceled 60,000 shares that were
previously at $0.60 per share to Firestone Communications as payment
for satellite uplink expenses.  The Company made a cash payment of
$20,000 for the satellite uplink services in lieu of the stock.

In October 2005, the Company issued a total of 30,000 shares at $0.25
per share as payment for services rendered by attorneys.


<PAGE>

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

OPERATIONS

After meeting all SEC and NASD requirements, OBN shares were approved
for trading on the OTCBB on May 21, 2004.  We anticipated that
Company-owned sales of OBN stock would commence during the fall of
2005 and had 1.6 million shares of stock registered and available for
sale to the public, from which we expected to generate gross proceeds
up to $4,000,000.  Unfortunately, unforeseen market entry activities
led management to cancel our initial public offering in October 2004
prior to the Company receiving anticipated proceeds.  In addition,
advertising revenues have been less than forecasted due to budgetary
constraints in our sales effort.  As a result the Company has not had
the funds to fully implement our business plan.

In lieu of proceeds from stock sales the Company has funded its
limited activities by incurring additional debt and securing project-
specific investors.  However, it is unclear how much longer we can
operate in this manner; thus management is seeking alternative sources
of funding.  Despite the lack of funding, the Company's two key
operations - broadcasting and production - have grown significantly
during the past eighteen months.

For broadcast operations, the Company now operates three broadcast
networks - All Sports Television Network, Omni Broadcasting Network
and Products on Demand Channel.  The Company's recently installed in-
house master control/playback system is fully operational, which
affords the Company increased flexibility in programming and
advertising insertion.  The system has reduced cost by 84% over the
contracted services previously used.  Moreover, the system provides an
automatic trafficking and billing system.  In September 2005 we added
550 titles to our film library by acquiring licensing rights.  We
continue to build our affiliate television station base and have begun
to implement our advertiser sales program.  Currently we broadcast a
variety of movies, sports programs, music series and comedies via the
three networks which share the 24/7 uplink facility.

For production operations, the Company has completed its DVD/CD version
of its The Four Tops 50th Anniversary Special.   Worldwide distribution
and sales are scheduled to begin in February 2006 in concert with Black
History month.    In addition, the Special be the focus of a March 2006
PBS program.  The Special has received a Telly Award for excellence in
production quality.   The Company began production on its Music on
Demand series, after a successful pilot production.  Further, a Video
Music Showcase series has been completed and is currently being
broadcast on Omni.  Three low-budget "retro horror" feature films - The
Creep, Virus Man, and Silver Angel vs. the Death Zombies - are still in
production.   These shows are scheduled to be aired on Omni during the
Spring of 2006.

As mentioned above, revenues from operations and the proceeds from
stock sales have been limited.   As a result, the Company has revised
its business plan to account for the accomplishments made during the
past year and for recently established industry relationships.  We are
hopeful to raise the funds to implement our revised business plan
during the next few months.


GENERAL OVERVIEW

The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the unaudited
balance sheet as of September 30, 2005, and the unaudited statements
of operations and cash flows for the three months ended September 30,
2005 and 2004, and the related notes thereto as well as the audited
financial statements of the Company for the year ended June 30, 2005.
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

<PAGE>


actual results, and could cause the Company's actual results during
2005-06 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 Independent Auditors' Report on our June 30, 2005
financial statements, the Company has incurred losses from operations.
These factors, among others, raise substantial doubt about our ability
to continue as a going concern.

We have not generated significant revenues from operations and have no
assurance of any future revenues.  We incurred a net loss of $257,979
during the quarter ended September 30, 2005.  We have a cash balance
of negative $363 at September 30, 2005.  In addition, at September 30,
2005 our accumulated deficit was $5,984,929 and we had negative
working capital of $2,979,122.  We recognize that we 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 us or that we will be successful in
our efforts to negotiate the extension of our existing debt.  We
anticipate that unless we are able to raise or generate proceeds of at
least $1,000,000 within the next six months, although operations will
continue, we will be unable to fully execute our business plan, which
will result in us not growing at the desired rate. We anticipate
raising gross proceeds of at least $3,000,000 from equity sources
in the winter of 2005-06 so we can expand our 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 broadcast operations.  Given the
     commitment to complete the major production during the fiscal year
     ending June 30, 2005, the Company was unable to give this area of
     business sufficient attention.   The Company is aggressively
     developing new television programs for the Omni Broadcasting
     Network.  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 network.  The
     Company expects the new television programs to attract a greater
     audience interest, which will also result in a larger number of
     affiliate television stations.

2)   Syndicating programs the Company produces whenever possible, given
     the success with the Four Tops.   The Company now has a syndicator
     under contract.  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 Omni Broadcasting Network,
     as well as licensing the programs to 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.

3)   Refocusing programming from infomercials to music series with
     inserted short-form advertising for Products on Demand since these
     formats are more profitable and predictable.  In addition, the
     Company will continue marketing the airtime available on the
     Products On Demand Channel to independent television program
     distributors and small television networks.  Infomercials will no
     longer be the primary programming for Products on Demand.

4)   Expanding our sales operations to include international
     distributors, an outside advertising sales company and a dedicated
     in-house sales team.  The Company will continue our efforts to
     establish sales offices in Asian, Africa 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


<PAGE>

     adverting sales company with established relations with small and
     medium-sized advertising agencies.

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

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
     nationally.  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 our own.  Instead the Company will establish
     limited liability companies or limited partnerships, and use
     investor funding for these types of projects.


CRITICAL ACCOUNTING POLICIES

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

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

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

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

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



<PAGE>


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

Revenue Recognition.

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

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

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

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

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

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

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

Deferred Taxes.  We record a valuation allowance to reduce the
deferred tax assets to the amount that is more likely than not to be
realized. We have considered estimated future taxable income and
ongoing tax planning strategies in assessing the amount needed for the
valuation allowance. Based on these estimates, all of our deferred tax
assets have been reserved. If actual results differ favorably from


<PAGE>


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 $62,746 for
the three-month period ended September 30, 2005 as compared to $31,330
for the three month period ended September 30, 2005.  The primary sources
of revenue were from the Broadcasting Operations segment, which generated
$62,707 in revenues, net of affiliate costs, for the three-month period,
as compared to $36,610 for the three month period ended September 30, 2005.
There were no sales generated from the corporate leased TV station during
the three-month period ended September 30, 2005 and 2004.

Expenses incurred during the three-month period ended September 30, 2005
totaled $388,027 as compared to $302,869 for the three-month period ended
September 30, 2005.  Other income/expenses for the three-month period
ended September 30, 2005 was income of $67,302 that primarily represents
a gain on extinguishment of debt.  Changes in interest expense and tax
expense are insignificant.  The net loss for the three-month period ended
September 30, 2005 was $257,979 as compared to a net loss of 271,097 for
the three month period ended September 30, 2005.

Results of operations for the three-month periods ended September 30,
2005 and 2004 are detailed in the charts below.   Included are the
assets, liabilities, revenues, expenses, other income and net income
for the three segments and corporate office.  In addition, the results
from accounting consolidation are presented as reconciling items.

As of and for the three months ended September 30, 2005:


-------------------------------------------------------------------------------

                  Broadcasting Production  Corporate  Reconciling    Total
                   Operations  Operations               Items
-------------------------------------------------------------------------------

Assets              $904,535   $430,884   $1,826,228 ($2,190,958)   $969,216
-------------------------------------------------------------------------------

Liabilities       (1,778,237   (566,843)  (1,224,137)    495,992  (3,071,752)
-------------------------------------------------------------------------------

Revenues, net
of affiliate
cost                 62,707       --             39        --         62,746
-------------------------------------------------------------------------------

Expenses           (108,677)    (32,048)    (247,302)      --       (388,027)
-------------------------------------------------------------------------------

Other Inc (Exp)     (65,400)    (20,018)     152,720       --         67,302
-------------------------------------------------------------------------------

Net Income (loss) ($111,370)   ($52,066)    ($94,543)      --      ($257,979)
-------------------------------------------------------------------------------



For the quarter ended September 30, 2004
-------------------------------------------------------------------------------

                 Broadcasting Production  Corporate  Reconciling    Total
                   Operations  Operations               Items
-------------------------------------------------------------------------------

Assets              $612,513   $816,461   $1,445,373  ($1,754,481) $1,118,866
-------------------------------------------------------------------------------

Liabilities       (1,204,588)  (787,369)    (779,976)     441,852 (2,330,081)
-------------------------------------------------------------------------------

Revenues, net
of affiliate
cost                 36,610      18,972        --         (24,252)    31,330
-------------------------------------------------------------------------------

Expenses           (119,313)    (36,753)    (171,055)      24,252   (302,869)
-------------------------------------------------------------------------------

Other Inc (Exp)      (4,166)     (3,400)       8,008       --            442
-------------------------------------------------------------------------------

Net Income (loss)  ($86,869)   ($21,188)   ($163,047)      --      ($271,097)
-------------------------------------------------------------------------------


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


<PAGE>


Reconciling items consist of inter-company balances.  The revenue and
expense reconciling items primarily represent the purchase of
satellite uplink time by one Company subsidiary from another Company
subsidiary.  As of this fiscal year, the satellite uplink is under a
corporate contract and these intercompany transactions are not
necessary.  Balance sheet reconciling amounts consist primarily of
corporate-level loans to subsidiaries and the elimination of inter-
company receivables/payables. All revenues are from customers in the
United States and all long-lived assets are located in the United
States.

Broadcasting Operations (Omni, ASTN and POD)

For the three months ended September 30, 2005, revenues, net of
affiliate costs, from this segment of operations totaled $62,707.
Revenues for the same period in 2004 were $36,610.    Expenses were
$108,677 for the three months ended September 30, 2005 as compared to
$119,313.  Among the items expensed during that period ending
September 30, 2005 was $21,988 of accrued salaries.  The net loss for
this segment of operations was $111,370 for the three months ended
September 30, 2005 as compared to a net loss of $86,869 for the same
period in 2004.

Production Operations (Eclectic)

Revenues generated in this segment of operations totaled $0 for the
three months ended September 30, 2005 as compared to $18,972 during
the same period in 2004.  This segment incurred $32,048 of expense
during the period compared to $36,753 in 2004.  Expenses included
$21,988 of accrued salaries.  Other expenses for the three month
period ending September 30, 2005 was $20,018 compared to $3,400 during
the same period of 2004.  The majority of other expense was the write
off of property rights, totaling $18,092. The net loss for this
segment was $52,066 for the three months ended September 30, 2005 as
compared to a loss of $21,188 for the period in 2004.

OBN Corporate

Revenues were generated from OBN corporate operations totaled $39
during the three months ended September 30, 2005 as compared to $0 of
revenue during the same period of 2004.  The expenses incurred by OBN
corporate were $247,302 for the three months ended September 30, 2005
as compared with $171,055 in 2004.  Expenses for the three-month period
ending September 30, 2005 included $63,858 of accrued salary expenses,
$36,000 of satellite uplink services and $11,454 of KSSY operational
costs.  Other income totaling $152,720 was recognized during the period,
which included a $87,000 gain from the extinguishment of an outstanding
debt.  The net loss for OBN corporate was $94,543 during the period ended
September 30, 2005 as compared to a net loss of $163,047 for the same
period in 2004.


LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2005 the Company's current liabilities of
$3,029,032 exceed current assets of $49,910 by $2,979,122.
Approximately 39% of current liabilities represent accrued payroll for
executives who have opted to defer taking salaries until the secondary
stock offering provides the needed funding.

The Company has two capital lease expenditure commitments.  There is a
capital lease of KSSY, television station located in California.  It
is approximately $4,000 per month for three years, after which time
OBN has the option to acquire 95% ownership in the station, provided
the Federal Communications Commission approves the transfer.    In
July, 2005, the Company entered into a capital lease for broadcast
master control and play back equipment for $1,841 per month for three
years, after which time OBN has the option to purchase the equipment
for one dollar.

All other expenses are variable, and we match them to the availability
of funds.  The station and broadcast equipment leases will be paid
from funds generated from operations.  Other details concerning the
KSSY lease and the broadcast equipment lease are contained in the
footnotes 3 and 5 to the consolidated financial statements in this
document.


<PAGE>


FORWARD LOOKING STATEMENTS

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

Item 3.  CONTROLS AND PROCEDURES

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

(a) Evaluation of Disclosure Controls and Procedures.  The Company
carried out an evaluation under the supervision and with the
participation of the Company's management, including the Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the
effectiveness of the Company's disclosure controls and procedures.
Based upon that evaluation, the CEO and CFO concluded that the design
and operations of these disclosure controls and procedures were
effective.  Our disclosure controls and procedures were effective in
timely alerting them to the material information relating to the
Company's (or the Company's consolidated subsidiaries) required to be
included in the Company's periodic filing with the SEC, subject ct 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,
2005 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 mater 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



<PAGE>




PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

During the three-month period ended September 30, 2005 a total of
250,000 shares of Company stock was issued at $0.60 per share, for total
consideration valued at $150,000 (based on the closing price on the
respective grant date) to settle $237,000 of notes payable, resulting in
a $87,000 gain.  During the three-month period ended September 30, 2005
the Company issued 60,000 shares of common stock at $0.60 per share
(based on the closing price on the respective grant date) for satellite
uplink services.  Subsequent to September 30, 2005 these shares were
cancelled and the Company made a cash payment to the vendor.  In
addition, 6,000 shares of Company stock was issued at $0.60 per share
(based on the closing price on the respective grant date) were granted
in lieu of $3,600 of KSSY lease payments.  In October 2005, the Company
issued a total of 30,000 shares at $0.25 per share as payment for
services rendered by attorneys.



Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information.

None

Item 6.  Exhibits

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

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

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



<PAGE>


                                   SIGNATURES

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

OBN HOLDINGS, INC
(Registrant)

Dated:  November 14, 2005           By: /s/ Roger Neal Smith
                                        ------------------------------
                                        Roger Neal Smith
                                        Chief Executive Officer




<PAGE>