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

                                  Form 10-KSB/A

(Mark One)

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

                  For the fiscal year ended September 30, 2004

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

             For the transition period from __________ to __________

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

                        Commission file number 000-22849

                           Onstream Media Corporation
                 (Name of small business issuer in its charter)

                    Florida                                65-0420146
        (State or other jurisdiction of                 (I.R.S. Employer
        incorporation or organization)                 Identification No.)

           1291 SW 29 Avenue
           Pompano Beach, Florida                      33069
           ---------------------------------------     -----------
           (Address of principal executive offices)    (Zip Code)

Issuer's telephone number 954-917-6655
                          ------------

Securities registered under Section 12(b) of the Exchange Act:

           Title of each class        Name of each exchange on which registered

                    None                            not applicable
           -------------------        -----------------------------------------
             (Title of each class)

Securities registered under Section 12(g) of the Exchange Act:

                         common stock
----------------------------------------------------------------
                      (Title of class)



<PAGE>

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

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

      State issuer's revenues for its most recent fiscal year. $ 7,578,888 for
the 12 months ended September 30, 2004.

      State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days. The aggregate market
value of the common equity held by non-affiliates computed at the closing price
of the registrant's common stock on December 31, 2004 is approximately $9.0
million.

      State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date. As of December 31, 2004,
6,889,290 shares of common stock are issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

      If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) of the Securities Act of 1933 ("Securities Act"). Not Applicable.

      Transitional Small Business Disclosure Form (check one): Yes [ ] No [X]
-----


<PAGE>



         The Annual Report on Form 10-KSB of Onstream Media Corporation for the
fiscal year ended September 30, 2004 is hereby amended to delete in their
entirety Exhibits 31(i) and 31 (ii) filed on January 13, 2005 with such report
and to substitute Exhibits 31(i) and 31(ii) attached hereto and incorporated
herein by such reference.

ITEM 13. EXHIBITS

23.1              Consent of Independent Registered Public Accounting Firm
31(i)             Section 302 Certificate of Chief Executive Officer
31(ii)            Section 302 Certificate of Chief Financial Officer


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                   Onstream Media Corporation

                                   By: /s/ Randy S. Selman
                                       -------------------------------
                                       Randy S. Selman, President,
                                       Chief Executive Officer

                                   By: /s/ Robert E. Tomlinson
                                       -------------------------------
                                       Robert E. Tomlinson,
                                       Chief Financial Officer


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

     Signature                     Title                        Date
--------------------------------------------------------------------------------

/s/Randy S. Selman         Director, President,            January 14, 2005
-----------------------    Chief Executive Officer
Randy S. Selman


/s/ Robert E. Tomlinson    Chief Financial Officer and     January 14, 2005
-----------------------    Principal Accounting Officer
Robert E. Tomlinson


/s/ Clifford Friedland    Director and Senior VP           January 14, 2005
-----------------------   Business Development
Clifford Friedland


/s/ Alan Saperstein       Director and Chief               January 14, 2005
-----------------------   Operating Officer
Alan Saperstein


Benjamin Swirsky          Director                         January 14, 2005

/s/ Robert J. Wussler     Director                         January 14, 2005
-----------------------
Robert J. Wussler

/s/ Charles C. Johnston   Director                         January 14, 2005
-----------------------
Charles C. Johnston


Gen. Ronald W. Yates      Director                         January 14, 2005