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, as amended by Form 10-KSB/A filed on January 14,
2005, is hereby further amended to delete in its entirety Item 8A (Controls and
Procedures) included in such report and to substitute the following:

ITEM 8A. CONTROLS AND PROCEDURES

         As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as of the end of the period covered by the annual report, being September 30,
2004, we have carried out an evaluation of the effectiveness of the design and
operation of our company's disclosure controls and procedures. This evaluation
was carried out under the supervision and with the participation of our
company's management, including our company's President along with our company's
Chief Financial Officer. Based upon that evaluation, our company's President
along with our company's Chief Financial Officer concluded that our company's
disclosure controls and procedures are effective. Based upon that evaluation, no
change in our company's internal controls over financial reporting has occurred
during the quarter then ended, which has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

         Disclosure controls and procedures and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time period specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 is accumulated and communicated to management
including our President and Chief Financial Officer as appropriate, to allow
timely decisions regarding required disclosure.

The Annual Report on Form 10-KSB of Onstream Media Corporation for the fiscal
year ended September 30, 2004, as amended by Form 10-KSB/A filed on January 14,
2005, is hereby further amended to delete in their entirety Exhibits 31(i) and
31 (ii) filed on January 14, 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
32(i)      Section 906 Certificate of Chief Executive Officer
32(ii)     Section 906 Certificate of Chief Financial Officer

<PAGE>

                                   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,               April 12, 2005
-----------------------        Chief Executive Officer
Randy S. Selman

/s/ Robert E. Tomlinson        Chief Financial Officer and
-----------------------        Principal Accounting Officer       April 12, 2005
Robert E. Tomlinson

/s/ Clifford Friedland         Director and Senior VP             April 12, 2005
-----------------------        Business Development
Clifford Friedland

                               Director and Chief                 April 12, 2005
                               Operating Officer
Alan Saperstein

Benjamin Swirsky               Director                           April 12, 2005

Robert J. Wussler              Director                           April 12, 2005

/s/ Charles C. Johnston        Director                           April 12, 2005
-----------------------
Charles C. Johnston

/s/ Gen. Ronald W. Yates       Director                           April 12, 2005
------------------------
Gen. Ronald W. Yates

The foregoing represents a majority of the members of the Board of Directors.