Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------------
OBN Holdings, Inc.
(Name of Small Business Issuer in its Charter)

NEVADA 4833 81-0592921
- ------------------------------ ------------------------ ------------------
(State of Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification No.)

8275 South Eastern Ave., Suite 200
Las Vegas, Nevada 89123
(702) 938-0467
(Address and telephone number of principal executive offices
and principal place of business)

Roger Neal Smith
8275 South Eastern Ave., Suite 200
Las Vegas, Nevada 89123
(702) 938-0467
(Name, address and telephone number of agent for service)

Copies to:

Van Stillman, Esq. James G. Dodrill II, Esq.
Van Stillman, P.A. James G. Dodrill II, P.A.
1177 George Bush Blvd., Suite 308 5800 Hamilton Way
Delray Beach, FL 33483 Boca Raton, FL 33496
(561) 330-9903 (561) 862-0529
----------------------
Approximate date of proposed sale to the public:
As soon as practicable after the effective date of this registration
statement.
----------------------
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. (X)

If this Form is filed to register additional securities for an
offering pursuant to Rule 462 (b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of earlier effective registration statement for the same
offering. ( )

If this Form is a post-effective amendment filed pursuant to Rule
462 (c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ( ).

If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ( ).

CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH OFFERING AGGREGATE AMOUNT OF
CLASS OF SHARES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE <F1> PRICE FEE
- ------------------- ------------ -------------- --------- ------------

common stock, 6,785,360<F2> $3.00 $20,356,080 $1,648.84
$.001 par value
to be sold by
selling shareholders

common stock, 2,600,000 $3.00 $ 7,800,000 $ 631.80
$.001 par value
to be sold by
The Company

Total 9,385,360 $28,156,080 $2,280.64

- ----------------------
<FN>
<F1>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457.
</FN>
<FN>
<F2>
(2) Includes 5,785,360 outstanding shares and 1,000,000 common
shares to be issued upon exercise of underlying warrants.
</FN>

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

The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.

Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission. We may
not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state in which
the offer or sale is not permitted.

PROPECTUS
SUBJECT TO COMPLETION, DATED AUGUST 25, 2003

9,385,360 Shares of Common Stock

OBN HOLDINGS, INC.
The Offering:

This is our initial public offering. We are registering a total
of 9,385,360 shares of our common stock. All of the shares being
registered by us will be sold at a price per share of $3.00. The
selling shareholders will sell their shares at a price per share of
$3.00 until our shares are traded on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated prices.
Of the shares being registered:

1) 6,785,360 are being registered for sale by selling shareholders and
2) 2,600,000 are being registered for sale by us

We will not receive any proceeds from the sale of any of the
shares by selling shareholders. We will be selling all of the
2,600,000 shares of common stock we are offering on a "best efforts
basis" and will not use an underwriter or pay a commission for the
sale of the shares. No arrangements have been made to place funds in
escrow, trust or any similar account. There is no minimum amount we
are required to raise in this offering and any funds received will be
immediately available to us. This offering will terminate on the
earlier of the sale of all of the shares or 365 days after
effectiveness of this registration statement.

There is no established public market for our common stock and we
have arbitrarily determined the offering price. Although we hope to
be quoted on the OTC Bulletin Board, our common stock is not currently
listed or quoted on any quotation service. There can be no assurance
that our common stock will ever be quoted on any quotation service or
that any market for our stock will ever develop.

Proposed Trading Symbol: OTC Bulletin Board - "OBNH"
_________________________________

Investing in our stock involves risks. You should carefully
consider the Risk Factors beginning on page 6 of this prospectus.

We have not authorized anyone else to provide you with different
information. The common stock is not being offered in any state where
the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents.
______________________

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
_______________________

The information in this prospectus is not complete and may be
changed. None of these securities may be sold until a registration
statement filed with the Securities and Exchange Commission is
effective. The prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.

The date of this prospectus is August 25, 2003

TABLE OF CONTENTS

Page

Prospectus Summary 3
The Offering 4
Risk Factors 6
Use Of Proceeds 10
Determination of Offering Price 12
Dividend Policy 12
Dilution 13
Plan of Operation 14
Business 20
Management 35
Principal Shareholders 39
Selling Shareholders 41
Certain Transactions 44
Description of Securities 45
Indemnification 47
Plan of Distribution 48
Legal Matters 49
Experts 49
Where You Can Find More Information 50

INDEX TO FINANCIAL STATEMENTS Page

Independent Auditors' Report F-1
Consolidated Balance Sheet F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Stockholders' Equity F-4
Consolidated Statements of Cash Flows F-7
Notes to Consolidated Financial Statements F-8

As used in this prospectus, the terms "we," "us," "our," and "the
Company," mean OBN Holdings, Inc., a Nevada corporation. The term
"selling shareholders" means our shareholders who are offering to sell
their shares of OBN Holdings, Inc. common stock that are being
registered through this prospectus. The term "common stock" means our
common stock, par value $0.001 per share and the term "Shares" means
the 9,385,360 shares of common stock being offered through this
prospectus.

Prospectus Summary

Because this is a summary, it does not contain all of the
information that may be important to you. You should read the entire
prospectus. You should consider the information set forth under "Risk
Factors" and our financial statements and accompanying notes that
appear elsewhere in this prospectus.

We are a holding company for three wholly owned operating
subsidiaries: Omni Broadcasting Network, Eclectic Entertainment and
Products On Demand Channel.

We were incorporated in Nevada in 2003. For the fiscal year
ended June 30, 2003, we achieved revenues of $33,639.

Our principal office is located at 8275 South Eastern Avenue,
Suite 200, Las Vegas, Nevada 89123. Our telephone number is (702)
938-0467 and our fax number is (702) 990-8681.

The Offering

Securities Offered 9,385,360 shares of
common stock, 6,785,360
which is being offered by
the selling shareholders
and 2,600,000 which is
being offered by The
Company; See "Description
of Securities"

Common Stock Outstanding, before offering 5,785,360
Common Stock Outstanding, after offering <F1> 9,385,360

Proposed OTC Bulletin Board Symbol OBNH

Use of Proceeds Any and all proceeds
received from this
offering will be used for
acquiring and producing
programming, increasing
our broadcast affiliate
base, purchasing and/or
leasing television
stations, working capital
and other general
corporate purposes. We
will not receive any
proceeds from the sale of
common stock by our
selling shareholders. Of
the shares being
registered, 1,000,000 may
be acquired by the
selling shareholders by
exercising warrants to
purchase such shares from
us at a price of $4.00
per share. We will receive
proceeds to the extent
that any of the warrants
are exercised and intend
to use the proceeds from
the exercise of any of
the warrants as described
above.

Dividend Policy We do not intend to pay
dividends on our common
stock. We plan to retain
any earnings for use in
the operation of our
business and to fund
future growth.
<FN>
<F1>
(1) Assumes the exercise of all 1,000,000 warrants.
</FN>

Risk Factors

The securities offered by this prospectus are highly speculative
and very risky. We have described the material risks that we face
beginning on the following page. Before you buy, consider the risk
factors described and the rest of this prospectus. This prospectus
also contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain
factors, including the risks faced by us described below and elsewhere
in this prospectus. Please refer to "Risks Associated with Forward-
looking Statements" on page 9.

Risk Factors

The securities offered are highly speculative. You should
purchase them only if you can afford to lose your entire investment in
us. You should carefully consider the following risk factors, as well
as all other information in this prospectus.

Certain important factors may affect our actual results and could
cause those results to differ significantly from any forward-looking
statements made in this prospectus or otherwise made by us or on our
behalf. For this purpose, any statements contained in this prospectus
that are not statements of historical fact should be considered to be
forward-looking statements. Words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue" or the
negatives of those words, identify forward-looking statements. These
statements appear in a number of places in this prospectus and include
statements as to our intent, belief or expectations. These forward-
looking statements are subject to the risks detailed below or
elsewhere in this prospectus, or detailed from time to time in our
filings with the Securities and Exchange Commission. See "Risks
Associated With Forward-Looking Statements" on page 9.

Investors should assume that, even if not specifically stated
within this document, if any of the following risks actually
materialize, our business, financial condition or results of future
operations could be materially and adversely affected. In that case,
the trading price of our common stock could decline, and you may lose
all or part of your investment.

Risks related to our business:
- -----------------------------

We have very little operating capital and may be forced to file bankruptcy.
- --------------------------------------------------------------------------

The growth of our business will require significant additional
investment. We do not presently have adequate cash from operations or
financing activities to meet our long-term needs. As of June 30, 2003
we had $28,795 in cash resources to use in executing our business plan. We
anticipate that unless we are able to raise net proceeds of at least
$2,000,000 within the next twelve months that we will not be able to
execute our business plan in a meaningful way. However, even if all
shares offered through this prospectus are sold, and we raise gross
proceeds of $7,800,000, and if the 1,000,000 warrants are exercised to
raise an additional $4,000,000, there can be no guarantee that we will
be successful in executing our plan or achieving profitability. Due
to our early stage of development, regardless of the amount of funds
we raise, there is a substantial risk that all investors may lose all
of their investment. Even if we sell all shares offered through this
registration statement, we expect that we will seek additional
financing in the future. However, we may not be able to obtain
additional capital or generate sufficient revenues to fund our
operations.

We have a limited operating history, have not commenced full
operations and we may not be able to achieve or maintain profitability.
- ----------------------------------------------------------------------

We are a relatively young company and our proposed operations are
impacted by all of the risks inherent in such a business enterprise.
The likelihood of our success must be considered in light of the
problems, expenses, difficulties, complications, and delays frequently
encountered in connection with the development of a business in a
competitive and rapidly changing industry. As with an investment in
any emerging growth company, ownership of common shares may involve a
high degree of risk, and is not recommended if you cannot reasonably
bear the risk of a total loss of your investment.

We are highly dependent on our directors and management and the loss of
their services would detrimentally affect our ability to execute our
business plan.
- ----------------------------------------------------------------------------

Our directors and management will encounter a significant
challenge in their efforts to expand the business and to manage our
growth effectively. There can be no guarantee that management's
efforts will be successful, that management can manage our growth or
that the anticipated benefits of expansion will be fully realized. The
dedication of management resources to such efforts may detract
attention from our day-to-day business.

Our success depends to a significant degree upon the continued
contributions of our management team, particularly the efforts of
founding officer, Roger Neal Smith.

Success is also dependent on attracting and retaining qualified
management, marketing, sales executives and personnel. Competition for
the most desirable employees is extremely intense with better
capitalized companies offering signing bonuses and other benefits we
cannot presently afford to offer. As such, there can be no guarantee
that we will be successful in attracting and retaining such executives
and personnel. The loss of the services of key personnel, or the
inability to attract additional qualified personnel, could have a
material adverse effect on our results of operations, development
efforts and ability to expand.

Our officers and directors are not required to continue as
shareholders and may not maintain an equity interest in the company in
which case their interests may not mirror those of our shareholders.
- ----------------------------------------------------------------------

We are registering all of our shares of common stock held by
our officers and directors and all shares held by our officers and
directors are being offered for sale. There is no requirement that
our current or any of our future officers and/or directors retain any
of their shares of our common stock. Accordingly, there is no
assurance that all or any of our officers and/or directors will
continue to maintain an equity interest in the company.

We have arbitrarily determined the offering price. Accordingly the
price you pay may not accurately reflect the value of our common stock.
- ----------------------------------------------------------------------

We have arbitrarily determined the offering price of the common
stock because there is no market for any of our securities. There can
be no assurance that the offering price accurately reflects the value
of our common stock or that investors will be able to sell the common
stock for at least the offering price or at any price at any time.

Our existing management has the voting power to greatly influence our
affairs and may make decisions that do not necessarily benefit all
shareholders equally.
- ----------------------------------------------------------------------

Our Chairman and CEO, Roger Neal Smith, currently beneficially owns
30.21% of our outstanding common stock. Collectively our officers and
directors currently beneficially own approximately 49.66% of our outstanding
common stock, which provides them the ability to greatly influence all of our
activities. Even if the maximum number of shares of common stock is
sold, current directors and management will control approximately 35.90%
of the voting stock (assuming they do not sell their shares), which may
continue to be sufficient to elect all of our directors and control
our management, policies and operations.

You may not be able to buy or sell our stock at will and may lose your
entire investment.
- ----------------------------------------------------------------------

We are not listed on any stock exchange at this time. We hope
to become a bulletin board traded company. Such stocks are often known as
"penny stocks" and are subject to various regulations involving
disclosures to be given to you prior to the purchase of any penny
stocks. These disclosures require you to acknowledge you understand
the risk associated with buying penny stocks and that you can absorb
the entire loss of your investment. Penny stocks are low priced
securities that do not have a very high trading volume. Consequently,
the price of the stock is oftentimes volatile and you may not be able
to buy or sell the stock when you want.

Future sales of our common stock may have a depressive effect upon its
price.
- ----------------------------------------------------------------------

All 5,785,360 of the currently outstanding shares of common stock
were issued at prices lower than the price of the shares of common
stock in this offering. With the exception of certain shares of
common stock being unrestricted, the majority of these shares are
"restricted securities" as that term is defined by Rule 144 of the
Securities Act, and in the future, may be sold in compliance with Rule
144 or pursuant to an effective registration statement. Rule 144
allows a person, if certain requirements are met, who has beneficially
owned restricted securities for a period of one year to, every three
months, sell in brokerage transactions an amount that does not exceed
the greater of (1) 1% of the outstanding number of shares of a
particular class of such securities or (2) the average weekly trading
volume in such securities on all national exchanges and/or reported
through the automated quotation system of a registered securities
association during the four weeks prior to the filing of a notice of
sale by a securities holder. In the future, sales of presently
restricted securities may have an adverse effect on the market price
of our common stock should a public trading market develop for such
shares.

Risks related to this offering:
- -------------------------------

There is no minimum amount that must be raised through this offering.

We are offering these shares of common stock on a best-efforts,
no minimum basis. There is no guarantee that we will sell all or any
specific amount of the shares being offered. We will not place any
funds raised into any trust, escrow or similar account. Any proceeds
raised from the sale of any shares will be placed in our general
operating account and will be available for our use immediately.
Accordingly, even if we do not raise enough funds to execute our
business plan fully, any funds raised will be used in attempting to
execute our business plan.

There has never been a market for our common stock.

Prior to this offering, there has been no public trading market
for our common stock and there can be no assurances that a public
trading market for the common stock will develop or, if developed,
will be sustained. Although we hope to be accepted for quotations on
the Over the Counter Bulletin Board, there can be no assurance that a
regular trading market will develop for the common stock offered
through this prospectus, or, if developed, that it will be maintained.

There is no assurance of future dividends being paid.

At this time we do not anticipate paying dividends in the future,
but instead plan to retain any earnings for use in the operation of
our business and to fund future growth. We are under no legal or
contractual obligation to declare or to pay dividends, and the timing
and amount of any future cash dividends and distributions is at the
discretion of our Board of Directors and will depend, among other
things, on our future after-tax earnings, operations, capital
requirements, borrowing capacity, financial condition and general
business conditions.

Risks associated with forward looking statements.

This prospectus contains certain forward-looking statements
regarding management's plans and objectives for future operations,
including plans and objectives relating to our planned marketing efforts
and future economic performance. The forward-looking statements and
associated risks set forth in this prospectus include or relate to:

(1) Our ability to obtain a meaningful degree of consumer acceptance
for our products now and in the future,
(2) Our ability to market our products now and in the future,
(3) Our ability to maintain brand-name recognition for our products
now and in the future,
(4) Our ability to maintain pricing and thereby maintain adequate
profit margins,
(5) Our ability to achieve adequate intellectual property protection
and
(6) Our ability to obtain and retain sufficient capital for future
operations.

Use Of Proceeds

We will not receive any proceeds from the sale of securities
being offered by our selling shareholders.

Our proceeds from this offering will vary depending on how many
shares of our common stock we are able to sell. If we sell all shares
of common stock being registered in this offering, we will receive
proceeds of $7,800,000. Additionally, we will receive proceeds to the
extent that any of the warrants are exercised. If all 1,000,000
warrants are exercised we will receive additional proceeds of
$4,000,000. Any and all proceeds received will be used for licensing
programming that will be aired on the Omni Broadcasting Network,
internally produce programming that will be aired on the Omni
Broadcasting Network and that will be sold to other US and foreign
television networks and stations, increasing the number of affiliate
television stations, maintaining our satellite uplink capabilities,
for purchasing and/or leasing other television stations, and for
working capital and general corporate purposes.

We expect to incur expenses of approximately $129,280 in
connection with the registration of the shares.

The table below shows how proceeds from this offering would be
used for scenarios where we sell various amounts of the shares and the
priority of the use of net proceeds in the event actual proceeds are
not sufficient to accomplish the uses set forth. The table assumes
that none of the warrants are exercised. While management has
developed the following estimates to the best of its ability, there
can be no assurance that we will spend the use of proceeds exactly as
laid out in the table.

Total shares offered 2,600,000 2,600,000 2,600,000 2,600,000
Percent of total shares offered 25% 50% 75% 100%
Shares Sold 650,000 1,300,000 1,950,000 2,600,000

Gross proceeds from offering 1,950,000 3,900,000 5,850,000 7,800,000
Less: offering expenses 129,280 129,280 129,280 129,280

Net proceeds from offering 1,820,720 3,770,720 5,720,720 7,670,720

Use of net proceeds
Content Development 340,000 1,014,000 1,872,000 2,730,000
Content Acquisition 170,000 312,000 409,500 624,000
TV Station Affiliation Expenses 331,500 585,000 585,000 546,000
TV Station Purchase/Lease 145,000 382,000 694,000 1,045,000
Satellite Uplink Expenses 432,000 432,000 432,000 432,000
Working Capital 292,500 663,000 1,170,000 1,560,000
General Operating Expenses 109,720 382,720 558,220 733,720

It is possible that no proceeds may be raised from this offering.
It is also possible that some, but not all of the 2,600,000 shares
offered will be sold. If fewer than all of the shares are sold, we may
ultimately need to modify or delay our business plan. There can be no
assurance that any delay or modification will not adversely affect our
development and ultimately our chance of success. If we require
additional funds to develop our plan, such funds may not be available
on terms acceptable to us, or at all.

The amounts set forth above are estimates developed by our
management for allocation of net proceeds of this offering based upon
our current plans and prevailing economic and industry conditions and
assumes that we are able to sell the numbers of the shares set forth
in each column above. Although we do not currently contemplate
material changes in the proposed use of proceeds set forth above, to
the extent that our management finds that adjustments are required,
the amounts shown may be adjusted among the uses indicated above. Our
proposed use of proceeds is subject to changes in general, economic
and competitive conditions, timing and management discretion, each of
which may change the amount of proceeds expended for the purposes
intended. The proposed application of proceeds is also subject to
changes in market conditions and our financial condition in general.
Changes in general, economic, competitive and market conditions and
our financial condition would include, without limitation, the
occurrence of a national economic slowdown or recession, a significant
change in the entertainment industry and the environment in which we
operate, and/or regulatory changes in general. While our management
is not currently aware of the existence or pending threat of any of
the foregoing events, we provide you no assurance that one or more of
such events will not occur.

Determination of Offering Price

Prior to this offering, there has been no market for our common
stock. The offering price of the shares was arbitrarily determined and
bears no relationship to assets, book value, net worth, earnings,
actual results of operations, or any other established investment
criteria. Among the factors considered in determining the price were
our historical sales levels, estimates of our prospects, the
background and capital contributions of management, the degree of
control which the current shareholders desired to retain, current
conditions of the securities markets and other information.

Dividend Policy

It is our present policy not to pay cash dividends and to retain
future earnings for use in the operations of the business and to fund
future growth. Any payment of cash dividends in the future will be
dependent upon the amount of funds legally available, our earnings,
financial condition, capital requirements and other factors that the
Board of Directors may think are relevant.

Dilution

Net tangible book value per share represents the amount of our
total tangible assets less total liabilities, divided by the total
number of shares of common stock outstanding. Our net tangible book
value at June 30, 2003 was $76,323 or $0.013 per share of common
stock. Dilution per share represents the difference between the
offering price of $3.00 per share and the net tangible book value per
share of common stock, as adjusted, immediately after this offering.

After giving effect to the completion of the offering and after
deducting offering expenses estimated to be $129,280, our pro forma
net tangible book value will be $7,747,043 or $0.92 per share. This
represents an immediate increase in pro forma net tangible book value
of $0.91 per share to existing stockholders and an immediate dilution
of $2.08 per share, or approximately 69% of the offering price, to
investors purchasing shares of common stock in the offering.

Public offering Price per share $ 3.00
Net Tangible Book Value per share before offering $ 0.013
Increase Per Share attributable to sale of these shares $ 0.91
Pro-Forma Net Tangible Book Value after offering $ 7,747,043
Dilution per share to Public Investors $ 2.08

The following table summarizes as of August 25, 2003, the number
of shares purchased as a percentage of our total outstanding shares,
the aggregate amount paid for such shares, the aggregate amount paid
figured as a percentage of the total amount paid, and the average
amount paid per share for such shares. For purposes of this table, the
sale to the public of these shares is assumed to have taken place on
August 25, 2003.

Shares Purchased Total Consideration Paid Average Price
Number Percent Amount Percent per Share
------ ------- ------ ------- -------------

Existing Shareholders 5,785,360 68.99% $1,115,591 12.51% $0.19
New Investors 2,600,000 31.01% $7,800,000 87.49% $3.00
--------- ------- ---------- ------- -------------
Total 8,385,360 100.00% $8,915,591 100.00% $1.06

The following table sets forth the estimated net tangible book
value ("NTBV") per share after the offering (net of assumed offering
costs of $129,280) and the dilution to persons purchasing shares based
upon various levels of sales of the shares being achieved:

Shares outstanding prior to offering 5,785,360

Total shares offered 2,600,000 2,600,000 2,600,000 2,600,000
Shares sold 650,000 1,300,000 1,950,000 2,600,000
Public offering price 3.00 3.00 3.00 3.00

Per share increase attributable to new investors 0.282 0.530 0.736 0.911
NTBV per share prior to offering 0.013 0.013 0.013 0.013
----------- ----------- ------------- ----------
Post offering pro forma NTBV per share 0.295 0.543 0.749 0.924

Dilution to new investors 2.70 2.46 2.25 2.08
Percent of dilution of the offering price 90.17% 81.90% 75.02% 69.20%

Plan of Operation

The following is a discussion of our plan of operations and our
liquidity and capital resources. To the extent that our analysis
contains statements that are not of a historical nature, these
statements are forward-looking statements, which involve risks and
uncertainties. See "Risks Associated With Forward Looking
statements". The following should be read in conjunction with our
Financial Statements and the related Notes included elsewhere in this
prospectus.

Overview

OBN Holdings, Inc. ("OBN") was established in February 2003 as an
entertainment company with three primary subsidiaries - Omni
Broadcasting Network, Inc. ("Omni"), Eclectic Entertainment, Inc.
("Eclectic") and the Products on Demand Channel, Inc. ("POD"). The
three subsidiaries existed before OBN: Omni was incorporated in
January 2001, Eclectic in July 2002 and POD in December 2002. OBN is
a development stage company since all of its activities have been
devoted to developing program content, establishing TV station
affiliations, securing broadcast uplink capabilities and creating
advertiser relations. Now that all the key requirements for a
successful television network have been obtained and our key
relationships have been established the Company will officially launch
its broadcast operations in September 2003.

The Company information contained in this SB-2 is forward-
looking, dealing with potential future circumstances and developments.
Any financial projections contained herein are based on management's most
realistic expectations from operations. However, the actual results
could differ materially from our projected results due to factors that
we were not able to accurately predict or control. Therefore, the
reader should understand there are risks and uncertainties associated
with relying totally on forward-looking information.

Plan of Operation:
- ------------------

Future operations will not significantly change from the
operational protocol employed during the test period which is coming to an
end. POD will continue to process submitted infomercial and paid
programming tapes in the same manner. The uplink and broadcast
procedures will remain the same. Omni will continue to evaluate
programming content, develop the programming grid, package the
programs for airing and work with affiliate stations. Eclectic will
continue to develop programs.

The organization is structured to operate as efficiently and cost
effectively as possible. To that end, rather than incurring the
overhead and personnel expenses associated with having in-house sales
and marketing departments, OBN is contracting with outside vendors for
those services. The following is a brief overview of the major
outside vendors being used, and the services they are providing:

- Omni will continue with its exclusive agreement with Feature
This! to handle securing product placement, sponsorship and
advertising opportunities for the broadcast network. Feature
This! specializes in representing both advertisers seeking to
have their products appear in television programs, and producers
seeking product placement opportunities. Feature This! has
successfully placed products on numerous major television series.

- Omni and POD will continue in their exclusive agreement with
Access Media Group ("AMG") to secure broadcast and cable
television affiliates throughout the country. AMG specializes in
securing airtime for advertisers and content providers, and has
successfully sold time to numerous shopping groups, including the
Product Information Network, Shop At Home and America's
Collectibles Network.

- POD's agreement with Infomercial Sales, Inc. ("ISI") to secure
infomercial advertisers will continue in force. Having been in
business for nearly eighteen years, ISI specializes in placing
infomercials on broadcast and cable television stations and
networks nationwide.

- OBN, through Omni, will continue to use its twenty-four hour-a-
day, seven day-a-week satellite feed through Jones Media
("Jones"). Jones, based in Colorado, owns satellite transponder
space on two major domestic satellites and operates a broadcast
facility and teleport. Jones provides OBN with the satellite
transponder space and master-control services to send the
programming to the satellite.

- Television station KSSY, which was recently acquired by the
Company through a capital lease agreement, will be airing Omni
and POD programming as well as broadcast programming originated
from the local area. Currently, the television station
broadcasts programming from the Shop at Home network. The
Company is currently negotiating with National Lampoon to
broadcast National Lampoon's programming on the television
station during late evening hours.

- Retro Records, which will be focusing on distributing music
produced by established recording artists, is currently in
negotiations with three such artists. Eclectic Recording
Artists, the record company that will focus on releasing music
from television series and feature film soundtracks, is currently
in discussions with film production companies to produce and
distribute their soundtracks.

Omni and POD will continue to share the uplink and broadcast
signal where Omni broadcasts during the prime time hours and weekend
mornings and POD broadcasts the remainder of the hours. However, the
two networks will develop different target markets by creating
different brand images. Where Omni is a family entertainment network,
POD is a paid programming and infomercial network. As a result, the
affiliate station base will be different, although there may be some
stations that are affiliated with both networks.

Omni will broadcast from 8:00 p.m. to 11:00 p.m. (Eastern
Standard Time) Monday through Sunday, and 8:00 a.m. to 11:00 a.m.
(Eastern Standard Time) Saturday and Sunday. The types of programming
will include feature films, series, sports, reality-based programming
and programs for children. The objective is to provide quality
programming to viewers nationwide. It will broadcast programming that
can be comfortably viewed by the whole family - i.e., no gratuitous
sex or violence. Omni's prime time target audience is the educated
adult (25 to 60 years old) with a median annual income ($25,000 to
$60,000). Rather than purchasing the rights for the programming, in
many instances Omni plans to negotiate a revenue-sharing or barter
relationship. That is, it will either split the proceeds generated
from the program's advertising sales with the program producer, or
allocate a certain amount of advertising time within the program for
the producer. Arrangements such as this are in line with cost saving
plans of operation.

POD will broadcast Monday through Friday for 21 hours each day
(11:00 p.m. to 8:00 p.m. the following evening, Eastern Standard
Time), and Saturday and Sunday for 18 hours each day (11:00 p.m. to
8:00 a.m. and 11:00 a.m. to 8:00 p.m., Eastern Standard Time). The
types of programming will include approved infomercials and paid
programming. Again, we will seek a wholesome image and will not
accept programs that project a poor image of the Company.

Eclectic will develop and produce television series, special
television programs and feature films. Once a television program is
developed, financing will be obtained in the form of product placement
and sponsorship. The product placement company Feature This has been
engaged to secure sponsorship and product placement for the programs.
For film projects, financing will be obtained in the form of product
placement, private investment, foreign investment and joint ventures
between Eclectic and film studios. Eclectic has three television
series under development at this time - L.A. Food Scene, The Mini
Movie Hour and The Adventures Of Unit 28. In addition, Eclectic will
manage the development and sale of product merchandising associated
with its television series and feature film projects.

As of June 30, 2003 the Company formed two wholly owned
subsidiaries to act as record companies to distribute music produced
for its television and feature film projects, and music from
established recording artists. Retro Records, which will be focusing
on distributing music produced by established recording artists, is
currently in negotiations with three such artists. Eclectic Recording
Artists, the record company that will focus on releasing music from
television series and feature film soundtracks, is currently in
discussions with film production companies to produce and distribute
their soundtracks.

Funds received from this stock offering should be sufficient to
cover operating cost for 24-36 months. Therefore, we do not
anticipate a need to seek additional operating capital during the next
twelve months. Revenues generated during that period are expected to
sustain operations. However, Eclectic will raise additional funds via joint-
venture partnerships for the purpose of producing specific feature
films. Each film or series of films will have its own financing
vehicle.

During the next twelve months we plan to make leasehold
improvements to our leased office space that are estimated at $30,000.
In addition, a networked computer system with business management
software will be purchased. We estimate the cost for this investment
at $10,000.

We do not anticipate any changes in key executives or managers.
However, we will hire additional support personnel as necessary. The number
of full-time employees is expected to increase by five during the next
twelve months. We will continue to employ part time employees on an
as needed basis.

Revenues:
- ---------

Prior to OBN's incorporation, Omni generated $200,000 of other
income by providing consulting services to FOCEN Inc, a motion picture
production company. These funds remain as an account receivable on
the Company's financial statements. In addition, Omni recorded $250,000 of
deferred revenue for consulting services to be performed in fiscal year
2003-04 under an agreement with Game Show Products. We will recognize this
revenue as the services are performed.

Total revenue generated since inception totals $33,639. This
revenue is primarily from advertisers purchasing time on the POD. We
began broadcasting infomercials during February 2003 as a pilot test
period during which time the uplink, affiliate broadcast and
administration processes were debugged. Omni did not participate in
the six-month broadcast test period and no revenues were generated by
this subsidiary during that time. All activities at Eclectic during
the test period involved the development of television programs with
the goal of generating revenues once they are aired on Omni in
September 2003. No revenues were generated for Eclectic during the
six-month test period.

Future revenues are projected for all three subsidiaries
immediately after the official launch in September 2003. POD has
already sold $216,000 of air time for the fiscal year 2003-04 to the
All Sports Television Network (an independent network without uplink
capabilities) and anticipates selling the remainder of its air time to
paid programming providers and other entities wishing to have their
programming aired. Omni program sponsorships and advertisers are
being secured in preparation for the official September network
launch.

Cost and Expenses:
- ------------------

The Selling, General and Administrative expenses during fiscal
2003 totaled $1,021,243, many of which were one-time expense items.
Among the items expensed during that period are attorney costs,
accountant costs, marketing-related costs, TV station affiliate
development costs, product distribution development costs, satellite
uplink and program development content, including $618,430 of non-cash
expenses to various consultants. All of these expenses were necessary
to establish a strong foundation and infrastructure for OBN Holdings.

The major on-going expenses include the affiliate station
charges, satellite uplink expenses, salaries, sales commissions and
program development expenses. These ongoing costs are expected to be
substantially less than the initial one-time expenses shown in fiscal
2003 Statement of Operations.

Liquidity and Capital Resources:
- --------------------------------

As of June 30, 2003 the Company's current liabilities of $504,232
exceeded current assets of $485,695 by $18,537. However, nearly 50%
of the liabilities were deferred revenues ($250,000) that could not be
recognized as the services had not been performed as of June 30, 2003.
Further, approximately 20% of liabilities represented accrued payroll
($114,224) for executives who opted to defer taking salaries during
the broadcast test period. Lastly, 10% of the liabilities were for a
capital lease ($50,771) that, subsequent to June 30, 2003, was paid off.

The Stockholders' Equity section of the balance sheet as of June
30, 2003 includes $56,339 of prepaid expenses. This amount
represents common stock issued to an outside consultant for the
continued support in the development of our TV station affiliate
network through January 2004.

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.

Recent Accounting Pronouncements
- --------------------------------

In December 2002, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS")
No. 148, "Accounting for Stock-Based Compensation - Transition
and Disclosure - an amendment of FASB Statement No. 123." SFAS
148 amends SFAS 123 to provide alternative methods of transition
for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS 148 amends
the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The transition guidance
and annual disclosure provisions of SFAS 148 are effective for
financial statements issued for fiscal years ending after December 15,
2002. The Company has applied the disclosure provisions of SFAS 148 in
its consolidated financial statements and the accompanying notes.

In November 2002, the FASB issued Interpretation No. 45 ("FIN
45"), "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others."
FIN 45 elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under
certain guarantees that it has issued. It also clarifies that a
guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing
the guarantee. The initial recognition and initial measurement
provisions of FIN 45 are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002. The disclosure
requirements in FIN 45 are effective for financial statements of
interim or annual periods ending after December 15, 2002. The
Company's adoption of FIN 45 in fiscal 2003 did not have a material
impact on its financial position or results of operations.

In May 2003, the FASB issued SFAS 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and
Equity." SFAS 150 establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a
financial instrument that is within its scope as a liability (or an
asset in some circumstances). SFAS 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning
after June 15, 2003. It is to be implemented by reporting the
cumulative effect of a change in an accounting principle for financial
instruments created before the issuance date of the Statement and
still existing at the beginning of the interim period of adoption.
Restatement is not permitted. The Company does not expect the adoption
of SFAS 150 to have a material impact upon its financial position or
results of operations.

Critical Accounting Policies

Our Consolidated Financial Statements have been prepared in
accordance with accounting principles generally accepted in the United
States. 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, among
other, affect our more significant judgments and estimates used in the
preparation of our 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 cash flows from operating
activities.

Web Site Development
- --------------------

The Company capitalizes costs related to its web site development
in accordance with Emerging Issues Task Force Issue No. 00-2,
"Accounting for Web Site Development Costs." Web site development
costs are amortized using the straight-line method over the estimated
useful life of three years. The Company's management assesses the
recoverability of its web site development costs by determining
whether the depreciation and amortization of these costs 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 its analysis, the Company believes that no impairment of the
carrying value of its website development costs existed at June 30,
2003. There can be no assurance, however, that market conditions will
not change which could result in future long-lived asset impairment.

Deferred Taxes
- --------------

We record a valuation allowance to reduce the deferred tax assets
to the amount that is more likely than not to be realized. We have
considered estimated future taxable income and ongoing tax planning
strategies in assessing the amount needed for the valuation allowance.
Based on these estimates, all of our deferred tax assets have been
reserved. If actual results differ favorably from those estimates
used, we may be able to realize all or part of our net deferred tax
assets. Such realization could positively impact our operating
results and cash flows from operating activities.

Business

GENERAL

OBN was incorporated in January 2003 as a Nevada corporation.
Omni was incorporated in January 2001 as a Delaware corporation, and
filed as a foreign corporation in Nevada and California. Omni's
primary purpose was to function as a national broadcast television
network. To segregate Omni's primary objective from other related
activities, in 2002, Eclectic, a Nevada corporation, was formed as a
wholly owned subsidiary of Omni. Eclectic's primary function was to
serve as the production, licensing and merchandising arm for the
organization. Since Omni had no intention to broadcast 24 hours a
day, seven days a week because of the great expense related to such an
activity, in 2002, POD, a Nevada corporation, was formed as a wholly
owned subsidiary of Omni. POD's primary function is to sell the time
not being used by Omni to independent producers, infomercial
companies, small television networks, and any other entity seeking an
outlet from which to broadcast their programming. Realizing that the
structure at the time resulted in the President and General Manager of
Omni being responsible for activities not directly related to network
broadcasting, OBN was created, and Eclectic and POD were removed from
Omni's control. As a result, OBN is comprised of three wholly owned
subsidiaries: Omni, Eclectic and POD. Each is described below.

OMNI BROADCASTING NETWORK
- -------------------------

Omni is a national broadcast television network designed to deliver
quality programming to viewers nationwide. The network's target
viewing audience is adults 25 years of age and older. However Omni
will air programming that can be comfortably viewed by the whole
family - i.e., no gratuitous sex or violence.

BROADCAST OPERATIONS
- --------------------

Broadcast Operations is the core business activity for the Omni
Broadcasting Network. Omni will broadcast from 8:00 p.m. to 11:00
p.m. (Eastern Standard Time) Monday through Sunday, 8:00 a.m. to
11:00 a.m. (Eastern Standard Time) Saturday and Sunday, and 8:00 a.m.
to 9:00 a.m. (Eastern Standard Time) Monday through Friday. The
types of programs currently being planned include feature films,
series of various genre, sports, reality-based shows and programs for
children. The following contains a brief overview of the activities
related to Omni's broadcast operations.

Master Control and Uplink - The satellite uplink consists of two
major activities. The first is the master control operations, which
involves the timing and transmission of the programming from Earth to
a satellite. The second is the actual broadcasting of the signal on
the satellite, which makes it possible for affiliates nationwide to
capture the signal and rebroadcast it in their respective areas.
These activities are handled by Jones Media, which is based in
Colorado.

Program Acquisition - This encompasses the activities related to
securing programs that will air on Omni. The tasks associated with
this area of operation include identifying independent producers and
representatives, selecting the material suitable for Omni's target
audience, and negotiating licensing fees. This activity is handled
internally.

Program Scheduling - Program scheduling activities involve
determining the types of programming suitable for the target
audience, and selecting the time periods in which the programs will

air. Also, this area will determine what types of new programs will
premiere on Omni. This activity is handled internally.

SALES AND MARKETING OPERATIONS
- ------------------------------

Sales and Marketing Operations involve all of the activities
necessary to generate, and subsequently increase, the number of sales
on the network, as well as determining the proper amount to charge
for airtime. The two areas related to this activity are described
below:

Affiliate Relations - A key element for Omni's success is its network
of affiliate stations. The primary function of this area is to
continually add independent stations, station groups, networks and
cable systems to the Omni affiliate base. The Access Media Group
handles this activity.

Television Sales - This area involves contacting advertisers and
advertising agencies in order to sell time, negotiating with
potential advertisers, and securing product placement and sponsorship
revenue for Omni. The company Feature This handles this function.

ECLECTIC ENTERTAINMENT
- ----------------------

Eclectic is responsible for providing production services and
facilitating merchandising activities for all of the entities under
the OBN Holdings umbrella. The corporation is comprised of four
operational areas - Feature Film Operations, Television Operations,
Music Operations, and Merchandising.

FEATURE FILM OPERATIONS
- -----------------------
Feature Film Operations consists of all the activities related to
producing motion pictures for theatrical release. Currently,
Eclectic is considering three projects for development. Feature Film
Operations consists of two functional areas, which are described
below.

Film Production - This area is responsible for producing feature
films. Included in the activities related to this area are
identifying scripts, developing budgets, and creating film packages.
Film projects to be focused on will be those for theatrical release,
as opposed to made-for-TV movies.

Film Financing - Once a film project has been identified, this area
will be responsible for securing financing for the project. It is
expected that financing will be obtained in the form of product
placement, private investment, foreign investment and joint ventures
between Eclectic and film studios.

TELEVISION OPERATIONS
- ---------------------
Television Operations consists of all of the activities required to
produce original television programs that will be shown on the Omni
Broadcasting Network. Currently, Eclectic has begun development of
five original television series - The Mini Movie Hour, The Adventures
of Unit 28, The L.A. Food Scene, The Vegas Variety Hour, and "B"
Movie Classics. Television Operations is comprised of two areas,
which are described below.

Program Production -- Eclectic will develop and produce television
series and special programs that will be aired on Omni. The types of
series will include a combination of game shows, comedies and dramas.
Specials will include sporting events, entertainment shows and
documentaries.

Program Financing - Once a television program is developed, this area
will be responsible for securing financing for the project. It is
expected that financing will be obtained in the form of product
placement and sponsorship. The product placement company Feature
This has been engaged to secure sponsorship and product placement for
this activity.

MUSIC OPERATIONS
- ----------------
Music Operations consists of all of the activities related to the
production and distribution of music related products such as CD's,
DVD's and cassette tapes. Eclectic is forming two record companies -
Retro Records and Eclectic Recording Artists. The purpose of Retro
Records is to enter into agreements with recording artists who have
previously been extremely successful in the music industry, but do
not currently have a recording contract. Eclectic Recording Artists
has been formed as a distribution outlet for feature film and
television series soundtracks. It will also be utilized as a method
for introducing new artists to the public. However, the only new
artists that will be on the label are those who are featured on
soundtracks of feature films and television programs produced by
Eclectic.

MERCHANDISING
- -------------
In addition to the film and television areas of operation, Eclectic
has established an additional operational area to handle product
merchandising. The Merchandising areas are described below.

Product Licensing - Whenever it is deemed feasible, Eclectic will
seek worldwide licenses and sublicenses of products and characters
aired on the Omni network.

Product Creation - Eclectic will attempt to create merchandise
associated with all of the television programs and feature films
owned by Eclectic, and will market the products through the Omni and
Products On Demand networks, via the internet and through all other
feasible marketing channels.

PRODUCTS ON DEMAND CHANNEL

POD is a cable and broadcast television network designed to deliver
informational and direct-response programming to audiences throughout
the United States. The company's primary business is providing
companies the ability to air 30-minute infomercials to a national
audience, and affording independent producers and distributors the
ability to air programming to the general market.

BROADCAST OPERATIONS
- --------------------
Broadcast Operations consist of all the functional activities
required to broadcast commercials, infomercials and other paid
programming over the Products on Demand Channel network of
affiliates. POD and Omni will be sharing the same uplink facilities.
POD will be broadcasting Monday through Friday for 20 hours each day
(12:00 midnight to 8:00 a.m., 9:00 a.m. to 8:00 p.m., and 11:00 p.m.
to 12:00 midnight, Eastern Standard Time), and Saturday and Sunday
for 18 hours each day (12:00 midnight to 8:00 a.m., 11:00 a.m. to
8:00 p.m. and 11:00 p.m. to 12:00 midnight, Eastern Standard Time).
Broadcast operations consist of two areas, which are described below:

on the satellite, which makes it possible for affiliates nationwide
to capture the signal and rebroadcast it in their respective areas.

Video Tape Processing - Although the videotapes received by POD are
complete programs, POD must assure that the material is the format
required by the master control. Also, an important part of the
processing is to assure that the programs are aired in the timeslots
purchased by customers.

SALES AND MARKETING OPERATIONS
- ------------------------------
Sales and Marketing Operations involve all of the activities
necessary to generate and subsequently increase the number of sales
on the network, as well as determining the proper amount to charge
for airtime. The two areas related to this activity are described
below:

Affiliate Relations - A key element for POD's success is its network
of affiliate stations. The primary function of this area is to
continually add independent stations, station groups, networks and
cable systems to the POD affiliate base. The Access Media Group,
which is located in New Jersey, handles these activities.

Broadcast Sales - This area involves contacting advertisers and
advertising agencies in order to sell time on POD as well as
coordinating the broadcast schedule. Infomercial Sales, Inc., which
is located in Las Vegas, handles this function.

Industry analysis

Contained in this section is information about the overall television
industry and the existing television networks.

A. Television Stations

In July 2003, the Federal Communications Commission (FCC) announced
that as of the second quarter of fiscal year 2003, a total of 4,447
television broadcast licenses were issued. The total consisted of
1,345 commercial VHF and UHF stations, 381 educational VHF and UHF
stations, 600 Class "A" VHF and UHF stations, and 2,121 low-power VHF
and UHF stations. Since an FCC broadcast license is not required to
broadcast on cable television, the FCC statistics do not include
stations that broadcast only on cable television. The term "low-
power" (LP) refers to the power of a station's broadcast signal.
Although a low-power station has a limited reach over the airwaves,
cable companies have made it possible for LP stations to greatly
increase their exposure. TBS in Atlanta and WGN in Chicago are prime
examples of LP stations that became "super stations" by being aired
on cable systems.

Although some LP stations have state-of-the-art facilities, many have
very basic broadcast equipment. The major equipment necessary for a
television station to broadcast is an antenna and a transmitter. It
is not uncommon for LP stations to be housed in an owner's home or
garage. Unless a station actually develops its own programming,
cameras and studio equipment are unnecessary. Due to the limited
area covered by low-power stations, and the limited revenue that can
be generated, most LP station owners do not have the resources or
desire to produce original programming. In many cases, except for
local news and shows relating to the community, most commercial
stations also refrain from producing much of their own programming.
This is also due to expense associated with producing a quality
product.

B. Television Networks

TVRadio World, an industry trade publication, reports that there are
currently twenty-three national television networks in existence.
The following is a breakdown of the types of programming being
provided.

General Market Programming....9 networks Hispanic Programming.......4 networks
Religious Programming.........4 networks Home Shopping Programming..3 networks
Music Programming.............1 network Infomercial Programming....1 network
Public Broadcasting...........1 network

The major providers of original general market programming are ABC,
CBS, NBC and Fox. Primarily full-power television stations air their
programming. PAX, UPN and The WB provide programming primarily to
commercial stations and larger low-power stations. America One (A1)
and the American Independent Network (AIN) are the primary providers
of general market programming to low-power stations. Normally, if an
LP station seeks an affiliate relationship, A1 or AIN is contacted.
If no affiliate station exists in the station's market, terms are
negotiated. Although there are no regulations banning more than one
station airing a network's programming in the same area, affiliates
prefer an exclusive relationship.

During prime-time hours, UPN and The WB air programming that is
primarily designed for a young audience. PAX broadcasts programming
consisting primarily of old television series and specialty shows.
PAX recently reduced its California sales and marketing staff by 60%,
and relocated the remaining staff to Florida. Additionally, it has
reduced the amount of entertainment programs being broadcast, and
replacing the programs with infomercials. America One and AIN
programming primarily consists of public domain films and television
series dating back to the 1920's, 1930's and 1940's. AIN has
experienced major managerial and financial problems, and filed for
Chapter 11 bankruptcy protection. Our management team believes that
the situations in which both PAX and AIN finds themselves has created
a greater opportunity for a new general-market television network.

The Product Information Network (PIN), which was formed as a result
of a joint venture between Jones Media and Cox Communications, is
currently the only infomercial network. PIN focuses on broadcasting
infomercials and other forms of paid programming on broadcast and
cable television 24 hours a day. Recently, PIN was sold to Access
Television Network, which broadcasts infomercials on cable television
systems 24 hours a day. After acquiring PIN, Access television fired
all but two employees and began reorganizing the company. Many of
PIN's broadcast affiliates have terminated their contracts. Our
management team believes that this situation creates an opportunity
for another infomercial company to enter the market.

Use of Internal and External Resources
- --------------------------------------

Omni, POD, and Eclectic all use internal and external resources. The
primary outside resources are marketing and advertising related.

- Omni Broadcasting Network - Program acquisition, program
development and all operational activities are handled internally.
Two functions are handled by outside sources - master control and
uplink services, and sales and marketing services. The master
control and uplink services are handled by Jones Media, which is
based in Colorado. This twenty-four hour a day activity provides

a great deal of equipment and personnel, and would be cost
prohibitive for the company to engage in. The sales and marketing
services are being handled by Feature This, which is located in
Burbank, California. Feature This specializes in this area, and
has the staff to provide the services. Omni decided to use an
outside company to provide these services because it reduces the
company's overhead expenses by compensating the vendor on a
performance basis. Feature This was selected because Omni felt
that it can best address its needs.

- Products On Demand Channel - Normal operations are handled
internally. Sales and the master control and uplink services are
handled externally. The master control and uplink services are
handled by Jones Media, which is based in Colorado. This twenty-
four hour a day activity provides a great deal of equipment and
personnel, and would be cost prohibitive for the company to engage
in. ISI, which is based in Las Vegas, currently handles sales.
ISI has been in the business of selling long-form advertising
(infomercials) for more than a decade. This company is
compensated strictly on a performance basis. It was selected
because of its success in selling long-form advertising.

- Eclectic Entertainment - Eclectic handles all of the operational
activities internally. The nature of a production company
dictates that, when it produces television series or feature
films, outside services are used. Since all productions have a
completion period, having a full-time production staff would not
be practical. All production people and services are selected at
the time a production is mounted. The only predetermined outside
vendor is Feature This, which will be responsible for identifying
product placement opportunities. For its music operations,
Eclectic handles the marketing and advertising activities
internally. Distribution of the music will be handled by a major
record distributor. Retro Records' recording artists are
responsible for producing their own music.

PRODUCTS AND SERVICES

Omni Broadcasting Network, Inc.

Primary Revenue Sources

Television Advertising Sales- Gross revenue will be generated from
advertising sales. Revenue will be based on charging an average
price of $2,000 per 30-second spot, and selling only forty percent
of the total 2,300 monthly commercial advertising spots available.
Over the next three years, each year advertising rates will increase
a minimum of $2,000 per 30-second spot.

Television Program Sponsorship - Gross revenue will be generated
from advertisers sponsoring a television program. The initial per-
episode charge for sponsorship will be $5,000, and will increase by
$2,000 per year over the next three years. It is estimated that
five sponsors will be secured during the first year, and an
additional two will be added each year thereafter.

Secondary Revenue Sources

Website Advertising Sales - Omni plans to sell banner advertising on
it site.

Internet Online Store Sales - Omni currently has an online store on
its site. As the network begins broadcasting more original
programming and enters into product licensing agreements, a more
personalized store will be created.

Eclectic Entertainment, Inc.

Primary Revenue Sources

Film Exhibition - Eclectic's portion of the anticipated profit will
be generated from the exploitation of the feature films it produces.
Exploitation includes theatrical release, video, DVD, pay-per-view,
and licensing to broadcast and cable television stations.

Film Production - Producer fees will be generated as a result of
producing feature films. Fees will be based on the size of the total
production budget. Based on the projects currently under discussion,
a fee of $150,000 per feature for low-budget films, and $650,000 per
feature film for medium-budget films is anticipated.

Television Production - Producer fees will be generated as a result
of producing various series for the Omni network. Fees will range
from a low of $2,500 per episode to $7,500 per episode.

Music Distribution - Revenue will be generated from the distribution
of CD and tapes. Revenue from music released by Retro Records is
estimated at a wholesale price of $8.00 per unit sold. After paying
the distribution fee, revenue will be shared with the artist on a
fifty/fifty basis. We estimate that between 100,000 and 200,000
units will be sold by each artist. Retro's goal is to have a minimum
of ten artists with product being distributed at any point in time.

Secondary Revenue Sources

Film Licensing - Eclectic plans to license the feature films that it
produces and, when possible, sublicense the films that Omni acquires
to US and foreign markets.

Television Program Licensing - Eclectic will license television
programs that it produces and when feasible, sublicense television
programs that Omni licenses.

Music Licensing - Eclectic plans to license music that is developed
for its feature film and television projects.

Music Production - In most of the feature film projects, Eclectic
will endeavor to make music an integral part of the production. As a
result, Eclectic will generate revenue from this source.

Product Merchandising - Revenue generated from the selling of
merchandise produced in conjunction with various Omni programs.
Initially, items will be developed for the L.A. Food Scene and The
Adventures of Unit 28.

Infomercial Production - Eclectic will generate revenue by producing
long-form advertising for businesses desiring to market their
products using infomercials, but without the capability to produce
the program.

Products On Demand Channel, Inc.

Primary Revenue Sources

Long-form Advertising Sales - Revenue will be generated from the
sale of thirty-minute time segments on the Products On Demand
Channel. Initially, advertising time will range between $300 and
$2,500 for a thirty-minute slot. As affiliates are added,
advertising rates will increase. The target rate is an average of
$2,000 per thirty minutes.

Short-form Advertising Sales - Revenue will be generated from
selling 15, 30, 60, 90 and 120-second direct marketing commercials
on the network.

Secondary Revenue Sources

Internet Online Store Sales - Revenue will be generated from
offering products in an online store. The products offered will be
a combination of merchandise licensed by Eclectic and products
offered through various manufacturers.

PRODUCT DEVELOPMENT

We are continually performing research. Our research involves the
following:
- Constantly monitoring the current and upcoming programs on the
other television networks. (Our executives subscribe to a myriad
of industry publications.)

- Identifying producers and distributors to determine the
availability of content.

- Reviewing box office receipts for newly released feature films,
and classify them based on genre and budget size.

- Reviewing industry articles for sales by content

- Viewing tapes of television programs and feature films for
potential airing on the network.

- Talking with agencies for availability of clients for being in
programs

- Reading scripts for consideration as feature films and television
series.

- Attending film screenings to determine what is in the
marketplace, to look for ideas, to review the performances of
various talent, etc.

Several television series and motion pictures are being developed.
Each series is briefly described below.

The Adventures of Unit 28
This one-hour show is geared for kids, but will be of interest to
adults as well. Similar to the series Mission: Impossible, the
program centers around two of a group of twenty-eight agents who
secretly work for a scientific center. Each week, the agents receive
instructions to explore and report on various natural and man-made
phenomena throughout the world. Once the information is obtained, it
is loaded into a computer database that can actually be seen by
viewers on the website.

The LA Food Scene
The LA Food Scene is a one-hour cooking extravaganza. Not only will
viewers learn the secrets of creating a great meal, but also the host
will take them into the glamour and glitter of the world of food in
Hollywood. This show will take viewers to tables of the most
exciting and fun events around town.

The Vegas Variety Show
A one-hour variety show that will be taped in Las Vegas. Similar to
variety shows from the past, such as the Ed Sullivan Show, each show
features a combination of new talent and seasoned professionals.
Unlike the shows currently airing, there will be no competition
component in the program.

The Mini Movie Hour
This one-hour show will consist of a compilation of short films that
are normally between 8 to 10 minutes in length. Each show will have
a host to introduce the films and, when possible, take viewers behind
the scenes.

"B" Movie Classics (a.k.a. The MovieTime Showcase)
This two-hour show will present feature films from sources worldwide.
The types of feature films presented represent a variety of material
with film stars - before they were stars. The primary draw for the
show is the host, who we plan to develop into a "personality."

PATENTS AND TRADEMARKS

The Company currently has a variety of trademarks, service marks
and trade names. OBN Holdings and its three subsidiaries - Omni,
Eclectic and POD - all have logo designs, website addresses and

websites. Logo designs and website addresses have also been created
for Eclectic Entertainment's productions - Vegas Variety Hour, Mini
Movie Hour, Adventures of Unit 28, MovieTime Showcase and LA Food
Scene have also been developed. Logo designs for Eclectic
Entertainment's two record companies - Retro Records and Eclectic
Recording Artists are currently under development.

The Company has either registered, or is currently in the process
of registering the logo designs with the United States Patent and
Trademark Office.

SUPPLIERS

We will be developing approximately twenty-five percent of our
television programs in-house. Additionally, some programs will be
obtained from the public domain and other content will be licensed.

The primary products we acquire are film and television series.
Since the network is targeting a general market audience, there is no
limit to the availability of material. In fact, because all of the
major television networks are producing product internally,
independent producers and distributors are experiencing greater
difficulty getting their products out to the general market, which
increases our ability to acquire desirable product.

MARKETING

The following addresses the marketing for our three subsidiaries:
Omni Broadcasting Network, Eclectic Entertainment and Products On
Demand Channel.

Omni Broadcasting Network

BACKGROUND
The Omni Broadcasting Network is the most visible entity of all of our
subsidiaries. The primary objective is to have the network reach a
minimum of 75% of the households in the United States. When we
officially launch the network in September, Omni is scheduled to reach
60% of the U.S. households.

STRATEGY
Management believes that the aforementioned goal can possibly be
accomplished within a six month period, and should be accomplished by
September 2004. This goal is important because the percentage of
households reached directly affects the type of advertisers who buy
time on the network, and the amount that can be charged. To attain
our goal, Omni is addressing three primary areas, which are explained
below:

Image:
- ------
The type of image that the network projects will directly affect the
types of viewers attracted to it, as well as the television stations
wanting to become affiliates. Therefore, very careful attention is
being paid to the quality of the logos, websites and printed material.
We strive to have the highest quality possible, and employ controls to
reduce the possibility that material not meeting our standards is not
distributed.
29

Content:
- --------
Another element that also relates to the issue of quality is the types
of content actually aired on the network. Over the years, in order to
attract a broader audience, the networks have been "pushing the
envelope." That is, it is their belief that more graphic content will
result in more viewers. Previously, one had to watch cable television
to see programming containing explicit language, and scenes of sex and
violence. Now, many of the broadcast networks are showing the same
type of material during prime time, where children can easily view it.

Omni's mission is to provide quality material to viewers 25 years of
age and above, but refrain from airing programming containing
gratuitous sex or violence. The network is currently structuring
licensing agreements with producers and distributors around the world.
Since television networks are producing more programming internally,
independent producers and distributors have become more willing to
accept licensing fees that are considerably lower than previously
negotiated. To date, Omni has secured a number of exclusive licensing
agreements. The CEO of OBN and the President of Omni are responsible
for identifying, selecting and negotiating license fees for content.

Affiliate Base:
- ---------------
An equally important element required for accomplishing our goal of
75% household coverage is the size and location of the television
stations that air Omni programming. The affiliate base determines the
number of households being reached. Currently, because it has no
affiliation with a television network, Omni has received numerous
requests from smaller stations that want to be Omni affiliates.
However, Omni has elected to refrain from entering into any agreement
to this point. The reason for the delay is due to situations that
have transpired between UPN and PAX and their affiliates.

Recently, UPN and The WB has announced that they ceased airing
children's programming. Their rationale for making the decision was
the amount of competition from Fox and ABC. Their decision has
resulted in Omni being contacted by some of their affiliate stations
that need to air children's programming.

PAX recently announced that it has a $1.2 billion deficit. One of the
ways that PAX plans to reduce its deficit is by allocating six
additional hours daily to broadcast paid programming. While this can
have a positive impact on PAX's financial condition, the network's
affiliates are disenchanted. Not only will affiliate stations not
receive additional revenue, their revenue will be reduced because they
will be unable to sell advertising during that additional six-hour
period. Additionally, an entertainment industry publication recently
reported that PAX currently has no plans to introduce new programming
in the Fall 2003 season.

The situations that currently exist with UPN, The WB and PAX have
resulted in Omni Broadcasting being contacted by some of their
affiliates that are in need of programming. The stations are waiting
to see what type of content will be aired on the network prior to
entering into agreements. Therefore, Omni is preparing promotional
material describing the programming that will be aired on the network,
with the expectation that the affiliates of the aforementioned
networks will want to become Omni affiliated either in part or in
whole. If Omni is unsuccessful in securing a full-power affiliation
in a market, the network still has the option of affiliating itself
with small television stations.

Initially, Omni Broadcasting is concentrating on securing affiliates
in the top fifty television markets. Our CEO is the lead person on
Omni affiliations, but he is working very closely with the Access
Media Group.

Eclectic Entertainment

BACKGROUND
Eclectic Entertainment was originally created to engage in all
activities that are not directly related to television broadcasting
such as merchandising and producing television programs that will air
on the Omni Broadcasting Network. After becoming fully operational
for at least a year, the company had plans to begin engaging in
producing feature films for theatrical distribution. However, due to
numerous opportunities that have surfaced recently, Eclectic has
elected to immediately begin engaging in feature film production and
distribution. However, the company has no plans for producing "made-
for-TV" movies because they are typically not profitable due to the
limited interest by foreign buyers.

STRATEGY

Television Programs
Eclectic Entertainment is currently developing the following five
television series:

The Adventures of Unit 28 - A one-hour adventure series built for
kids, with the highest level of intrigue to garner the adult
demographic too. Similar to the old "Mission: Impossible" television
series, The Adventures Of Unit 28 centers on two of the twenty-eight
agents who secretly work for a scientific center. Every week, the
agents receive instructions to explore and report on various natural
and man-made phenomena throughout the world. Once the information is
obtained, it is loaded into a computer database that can actually be
seen by viewers on the website.

The Mini Movie Hour - A one-hour show focusing on presenting viewers
with the best short films produced around the world. Every year, well
known, and not so well known filmmakers make thousands of hours of
films that are seen by only a select few. This program is designed to
bring these treasures to the general public, and provide commentary to
viewing audience.

The LA Food Scene - A one-hour cooking extravaganza set in beautiful
Los Angeles. Not only will viewers learn the secrets of creating a
great meal, but also host Ruth Hedges will take them into the glamour
and glitter of the world of food in Hollywood. This show will take
viewers to the tables of the most exciting and fun events around town.
The Vegas Variety Hour - A one-hour revisit to the variety days of
yesteryear in this updated version showcasing the types of variety
acts our parents grew up with. Not unlike the Ed Sullivan show, each
show will feature a combination of new talent and seasoned
professionals. Unlike the shows currently airing, there will be no
competition component in the program, just good old-fashioned
entertainment for the entire family.

MovieTime Showcase - A two-hour show focusing on feature films that
have had limited release in movie theatres. Many of the films contain
stars before they were stars, and directed or produced by directors
and producers who, at the time, were not well known.

The company has engaged the services of the company Feature This! to
secure product placement and sponsorship opportunities for the
productions. Feature This! also has a non-exclusive agreement to sell

advertising time. In addition to airing the programming on Omni
Broadcasting, Eclectic will license its programs to other networks.
Eclectic also has an informal, non-exclusive agreement with Whamo
Entertainment and Beyond Distribution to distribute its television
programs in foreign markets.

Feature Films
Eclectic is in the process of developing the following strategic
relationships:

Feature Film Distribution - Eclectic is currently in discussions with
major feature film distributors. The purpose of the discussions is to
structure a distribution deal making it possible for the distributor
to release Eclectic's films through its outlets, with no financial
exposure to the distribution company.

DVD and Video Distribution - Eclectic is currently in discussions with
major DVD and video distributors. The purpose of the discussions is
to structure a distribution deal for the feature films that it
produces.

Our CEO, and the Presidents of Omni Broadcasting and Eclectic
Entertainment are responsible for facilitating the strategic
relationships.

In addition to the strategic relationships, we are currently in the
process of structuring a limited partnership. The purpose of the
partnership is to raise between $40 million and $60 million to produce
a package of no less than seven low-budget feature films. The average
budget of each film will be between $1 million and $10 million.

Music Operations
Eclectic has formed two record companies - Retro Records and Eclectic
Recording Artists.

Retro Records - This company specializes in distributing music of
recording artists who have previously released material on major
record labels, have notoriety in the music industry, but currently
have no recording contract. We are currently in the process of
negotiating with a number of artists who meet our criteria.
Eclectic Recording Artists - This entity is responsible for marketing
and distributing music that will be used on feature film and
television series soundtracks. Additionally, in special situations,
Eclectic Recording Artists will release music from a select number of
new artists.

Eclectic is currently in discussions with major music distributors.
The purpose of the discussions is to structure a music distribution
deal making it possible for the distributor to release Eclectic's
soundtracks and music projects through its outlets, with no financial
exposure to the distribution company.

Products On Demand Channel

BACKGROUND
With the exception of the PAX Network, no other major broadcast
network airs programming twenty-four hours a day, seven days per week.
This is due to the return on investment related to broadcasting the
additional time. As a result of Omni's decision not to broadcast
during certain hours, Products On Demand Network was created to market
the unused airtime, and afforded the company a way of disassociating

itself from non-Omni programming. To that end, Products On Demand
Channel is positioned as a purely revenue generating entity.

INITIAL ACTIVITIES
Products On Demand Channel has a total of 141 hours of time per week
in which to place programming and commercials. Since it began
broadcasting in February, the station has elected to offer the time to
direct-marketing companies. A direct-marketing company is one that
sells products directly to the public through the use of toll-free
telephone numbers, and via the Internet. The reason that this
strategy was initially implemented is because one can quickly secure
business from companies wishing to promote their products.
Advertising comes in two primary categories - long-form advertising
and short-form advertising. Long-form advertising, also known as
"infomercials," is advertising that is normally twenty-eight minutes,
thirty seconds in length. Short-form advertising is 15, 30, 45, 60,
90 or 120 seconds in duration.

Revenue for direct-response advertising is either a flat fee paid to
the broadcaster, or on a "per inquiry" (PI) basis, which means that
the broadcaster will receive a set fee for each product sold or call
made to the advertiser. Direct-response companies have developed a
method of determining the value of advertising with a broadcaster.
The primary determinant is the number of cable and broadcasting
households reached, and the geographic locations of those households.

The initial marketing strategy is to inform direct-marketing companies
that another outlet for their products exists, and to secure
advertisers as quickly as possible. Infomercial Sales, Inc., which
specializes in selling long-form advertising, is the company primarily
responsible for selling the time on the Products On Demand Channel.
Infomercial Sales has been able to secure advertisers based on their
reputation in the direct-response market.

CURRENT AND FUTURE ACTIVITIES
Since direct-response advertising is strictly a performance-based
industry, the Products On Demand Channel plans to reduce its presence
in that market and begin concentrating on selling airtime to content
producers and distributors. Recently, the television networks have
elected to produce more products internally rather than licensing
material from independent producers. As a result, most producers have
no outlet for their programming. To address this issue, the Products
On Demand Channel is developing plans to sell broadcast time to
producers and distributors. The airtime will be sold for a flat fee,
and the content providers will retain any revenue generated from the
airing of the material. During the time that the programming is being
aired, no reference will be made to the Products On Demand Channel. A
number of outside firms, which includes Access Media Group and
Indievision Films, will be used to market the time. Outside entities
will be paid a percentage of the revenue they generate. No exclusive
contracts will be made. Products On Demand Channel has already
entered into an agreement to sell 12 hours per day of time to the All
Sports Television Network.

COMPETITION

As with any industry we are faced with competition. The film and
television production and broadcasting industries have an enormous
amount of large and small production companies and distributors.
These companies range from networks such as ABC, NBC, CBS, FOX and UPN
to independent television stations. We intend to compete with these
entities by offering alternative or higher quality product, focusing

on different target markets, and providing our services at more
competitive rates.

LEGAL PROCEEDINGS

Neither OBN nor any of its subsidiaries have ever been involved
in litigation, nor is there any litigation pending.

EMPLOYEES

As of the date of this prospectus we will have a total of six (6)
full-time employees, including five (5) serving in executive
capacities and 1 in administration. We presently do not have any
labor union contract between with any union nor do we anticipate
unionization of our personnel in the foreseeable future. We believe
our relationships with our employees are good.

DESCRIPTION OF PROPERTY

Our principal office facility is presently located in a temporary
office pending building out new space in the same office complex. The
current principal office is a 200 square foot facility located at 8275
South Eastern Avenue, Suite 200, Las Vegas, NV 89123. We lease this
office at a rate of $400 per month under a lease that runs through
August 2003 at which point our lease will be converted into a one-year
lease. Additionally, we lease approximately 1,500 square feet in a
facility located at 4233 Wilshire Boulevard, Suite 300, Los Angeles,
CA 90010. Our lease runs through 2008 and provides for rent at an
annual rate of approximately $39,000, with an annual increase based on
the consumer price index.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND/FINANCIAL DISCLOSURE.

Not applicable.

Management

Directors and Executive Officers

Our directors, executive officers and key employees are as follows:

Director
Name Age Position Since
- ---- --- -------- --------
Roger Neal Smith 51 President and CEO, OBN Holdings, Inc. 2003
Director

Larry Taylor, PhD 51 CFO, OBN Holdings, Inc. 2003
Director

Dennis Johnson 58 President and General Manager, 2003
Omni Broadcasting Network, Inc.
Director

Donald Wilson, Esq. 49 President, Eclectic Entertainment, Inc. N/A

Anita DeFrantz, Esq. 50 Director 2003

Barry Allen 63 Director 2003

Angela Oh, Esq. 48 Director 2003

Dennis Severson 48 Director 2003

Roger Neal Smith. Mr. Smith has served as our President and CEO since
inception and has been responsible for creating and managing all of
the operations of OBN and its subsidiaries. From 1996 through 2000
Mr. Smith served as a financial consultant for Salomon Smith Barney
and was responsible for managing the investments of his clients, which
included individuals and businesses throughout the world.

Larry Taylor, PhD. Dr. Taylor became our CFO in April 2003 and has
been responsible for accounting, tax preparation and planning. From
1989 until joining us Dr. Taylor was the owner of The Creighton Group
where he was responsible for all management activities, including
accounting, tax preparation and planning. Dr. Taylor previously
served as a Senior Manager in the consulting practice with Ernst and
Young (during his tenure, he was with Arthur Young), and with Deloitte
and Touche.

Dennis Johnson. Mr. Johnson began serving as President and General
Manager of the Omni Broadcasting Network, a wholly owned subsidiary of
OBN Holdings, in April 2003. From 1998 until joining us, Mr. Johnson
operated Dennis Johnson Productions, a film and television production
company that had a "first look" deal with Showtime Networks. From
1985 until 1998 Mr. Johnson worked for Showtime Networks, Inc. As
Senior Vice President at Showtime Networks, Mr. Johnson was

responsible for development and production of all original
programming, including budgets, post-production, press, and on-air and
direct marketing campaigns. Prior to his position with Showtime
Networks, he served in executive positions at the ABC and NBC
television networks.

Donald Wilson, Esq. Mr. Wilson began serving as President of Eclectic
Entertainment, a wholly owned subsidiary of OBN Holdings, in April
2003. Mr. Wilson specializes in all areas of entertainment law and
represents clients from the recording, film, television, book
publishing and sports industries. He began his career at the law
firm, Mason & Sloane. Later, he joined Quincy Jones Productions where
he was instrumental in promoting and developing We Are the World, The
Color Purple, and Michael Jackson's Thriller and Bad albums. In
addition, he was the Executive Producer of the award winning Frank
Sinatra documentary, Portrait of an Album. Ultimately, Mr. Wilson
capped his tenure at Quincy Jones Production as President of Qwest
Entertainment Company, which is the parent organization of Quincy
Jones Productions.

Anita DeFrantz, Esq. Ms. DeFrantz began serving on our board of
directors in June 2003. From 1985 through the present Ms. DeFrantz
has served as the President and a member of the Board of Directors of
Amateur Athletic Foundation of Los Angeles, a non-profit foundation.
She has also served from 1986 through the present as a member of the
International Olympic Committee and from 1976 through the present as a
member of the Executive Board of the United States Olympic Committee.
Additionally, from 1994 through the present she has served as the
President of Kids In Sports, Los Angeles, a non-profit foundation that
works with children in sports.

Barry Allen. Mr. Allen began serving on the Company's board of
directors since August 2003. Since 1998 he has operated International
FieldWorks, Inc., a management consulting firm, and hold the title of
CEO. Additionally, since 2000, Mr. Allen has served as Vice President
of RxDispense, Inc. His responsibilities include business
development, advisory committee development, partnership development
and development of professional service providers.

Angela Oh, Esq. Ms. Oh became a member of the Company's board of
directors since August 2003. She is a partner with the law firm Oh &
Berra. Ms. Oh's community and professional involvements include
serving as Commissioner to the Los Angeles City Human Relations
Commission, President of the Korean American Bar Association of
Southern California, board member of the California Women's Law
Center, board member of Lawyers' Mutual Insurance Company, and Lawyer
Representative to the Ninth Circuit Judicial Conference.

Dennis Severson. Mr. Severson became a member of the Company's board
of directors since July 2003. He is the Chief Operating Officer with
Commerce Street Venture Group. Prior to his position as COO, he held
the position of Vice President of Business Development with Commerce
Street. Prior to his tenure with Commerce Street, he served as a
financial consultant with Dean Witter, where he specialized in private
placements. He has also functioned as a member of the Minneapolis
Grain Exchange and worked in a management capacity for the
organization.

Directors' Remuneration

Our directors are presently not compensated for serving on the
board of directors.

Executive Compensation

Employment Agreements

All officers have agreed to a six-month compensation package,
whereby they will receive a base salary and a maximum bonus of 100% of
salary should they meet all established goals, During the six-month
period, a comprehensive executive compensation package (salary, bonus,
incentives, perks, etc.) will be developed and approved by the board.
The package will be implemented in January 2004.

Summary Compensation Table

The following table sets forth the total compensation paid to or
accrued for the fiscal year ended June 30, 2003 to our officers. None
of our executives have received a salary to date.

Annual Compensation

Long Term Compensation

Annual Compensation Awards Payout
------------------------------ ----------------------- -------
Other Restricted Securities All
Name and Principal Annual Stock Underlying LTIP Other
Position Year Salary Bonus Compensation Awards Options Payouts Compensation
- ------------------ ---- ------ ----- ------------ ---------- ---------- ------- ------------

Roger Smith 2003 31,250 0 0 0 0 0 0
CEO/President 2002 0 0 0 0 0 0 0

Larry Taylor 2003 28,750 0 0 0 0 0
CFO 2002 0 0 0 0 0 0

Dennis Johnson 2003 28,750 0 0 0 0 0
Omni President 2002 0 0 0 0 0 0

Donald Wilson 2003 18,000 0 0 0 0 0
Eclectic President 2002 0 0 0 0 0 0

* Bonuses paid to executives are based on the entity for which the
executive is responsible exceeding its projected financial goals.

</TABLE

Stock Option Grants in the past fiscal year
We have not issued any grants of stock options since inception.

Principal Shareholders

The following table sets forth information regarding beneficial
ownership of our common stock as of the date of this prospectus and as
adjusted to reflect the sale of all 2,600,000 shares which may
potentially be sold in connection with this registration statement, by
(i) those shareholders known to be the beneficial owners of more than
five percent of the voting power of our outstanding capital stock,
(ii) each director, and (iii) all executive officers and directors as
a group:

Number of Percent Percent
Name and Address of Shares Before After
Beneficial Owner<F1> Owned Offering Offering<F2> Notes
- -------------------- -------- -------- ------------ -----

Roger N. Smith (Director and Officer) 2,049,809 30.21% 21.84% <F3>

Magellan Capital Management 640,000 9.43% 6.82% <F4>

Commerce Street Venture Group 1,115,000 16.43% 11.88% <F5>

Larry Taylor (Director and Officer) 634,663 9.35% 6.76% <F6>

Capitol City Investments 480,000 7.07% 5.11%

Integrity Capital Management 465,000 6.85% 4.95% <F7>

Dennis Johnson (Director and Officer) 335,091 4.94% 3.57% <F8>

Dennis Severson (Director) 140,000 2.06% 1.49% <F9>

Donald Wilson (Officer) 199,915 2.95% 2.13% <F10>

L. G. Hancher, Jr. 350,000 5.16% 3.73%

Anita DeFrantz (Director) 10,000 * *

Barry Allen (Director) 0 * *

Angela Oh (Director) 0 * *

All Directors and Officers as a Group 3,369,478 49.66% 35.90%
(6 Persons)

____________
* Less than 1%

<FN>
<F1>
(1) Unless otherwise indicated, the address of the beneficial owner
is c/o OBN Holdings, Inc., 8275 South Eastern Avenue, Suite 200,
Las Vegas, Nevada 89123.
</FN>
<FN>
<F2>
(2) Assumes the sale of all IPO shares offered hereunder, and no
sales by beneficial owners.
</FN>
<FN>
<F3>
(3) Includes 192,678 shares personally owned by R.N. Smith family
members. Also includes warrants to purchase 146,366 shares of
common stock that may be acquired at an exercise price of $4.00
per share commencing 180 days following the effective date of this
prospectus.
</FN>

<FN>
<F4>
(4) Includes warrants to purchase 100,000 shares of common stock
that may be acquired at an exercise price of $4.00 per share
commencing 180 days following the effective date of this prospectus.
</FN>
<FN>
<F5>
(5) Includes 250,000 shares of common stock personally owned by L.G.
Hancher and 140,000 shares of common stock personally owned by
Dennis Severson. Both are officers of Commerce Street Venture
Group. Also includes warrants to purchase 95,000 shares and
100,000 shares of common stock that may be acquired by Commerce
Street Venture Group and L.G. Hancher, respectively, at an
exercise price of $4.00 per share commencing 180 days following
the effective date of this prospectus.
</FN>
<FN>
<F6>
(6) Includes 10,000 shares personally owned by L. Taylor family
members. Also includes warrants to purchase 134,663 shares of
common stock that may be acquired at an exercise price of $4.00
per share commencing 180 days following the effective date of this
prospectus.
</FN>
<FN>
<F7>
(7) Includes warrants to purchase 155,000 shares of common stock
that may be acquired at an exercise price of $4.00 per share
commencing 180 days following the effective date of this prospectus.
</FN>
<FN>
<F8>
(8) Includes warrants to purchase 134,663 shares of common stock
that may be acquired at an exercise price of $4.00 per share
commencing 180 days following the effective date of this prospectus.
</FN>
<FN>
<F9>
(9) Dennis Severson is an officer of Commerce Street Venture Group.
</FN>
<FN>
<F10>
(10) Includes warrants to purchase 84,308 shares of common stock that
may be acquired at an exercise price of $4.00 per share
commencing 180 days following the effective date of this prospectus.
</FN>

Selling Shareholders

The following table sets forth certain information with respect to the
ownership of our common stock by selling shareholders as of August 18,
2003. Unless otherwise indicated, none of the selling shareholders
has or had a position, office or other material relationship with us
within the past three years.

Ownership of Shares of Number Ownership of Shares of
Common Stock Prior to of Shares Common Stock After
Offering Offered Offering
-------- ------- --------
Selling Shareholder Shares Percentage Hereby Shares Percentage Notes
- ------------------- ------ ---------- ------ ------ ---------- -----

Roger Neal Smith 1,857,131 27.37% 1,857,131 0 0% <F1>
Magellan Capital Management, Inc. 640,000 9.43% 640,000 0 0% <F2>
Commerce Street Venture Group 625,000 9.21% 625,000 0 0% <F3>
Larry Taylor 624,663 9.21% 624,663 0 0% <F4>
Capitol City Investments 480,000 7.07% 480,000 0 0%
Integrity Capital Management, LLC. 465,000 6.85% 465,000 0 0% <F5>
L.G. Hancher Jr. 350,000 5.16% 350,000 0 0% <F6>
SAC Financial Management, Inc. 300,000 4.42% 300,000 0 0% <F7>
Dennis Johnson 335,091 4.94% 335,091 0 0% <F8>
Dennis Severson 140,000 2.06% 140,000 0 0% <F9>
Donald Wilson 199,915 2.95% 199,915 0 0% <F10>
Keiko Smith 115,607 1.70% 115,607 0 0% <F11>
Teresa Elaqua 115,607 1.70% 115,607 0 0%
Rikiya Smith 77,071 1.14% 77,071 0 0% <F11>
David Finke 70,000 1.03% 70,000 0 0%
Michael Walker 50,000 * 50,000 0 0%
Marwan T. Abboushi 45,000 * 45,000 0 0%
Barry Robinson 38,536 * 38,536 0 0%
Timothy Williams 38,536 * 38,536 0 0%
Robert Armstrong 20,000 * 20,000 0 0%
Carolyn Hajebi 19,268 * 19,268 0 0%
Gerald Nelson 17,500 * 17,500 0 0%
Anita DeFrantz 10,000 * 10,000 0 0% <F12>
Mashahiko Yagyu 10,000 * 10,000 0 0%
Richard Sindicich 10,000 * 10,000 0 0%
Tina McBride 10,000 * 10,000 0 0%
Yeah, Inc. 10,000 * 10,000 0 0%
Robert Kealing 9,924 * 9,924 0 0%
Megumi Shibata 8,000 * 8,000 0 0%
Corine Taylor 5,000 * 5,000 0 0% <F13>
Cory Caldwell 5,000 * 5,000 0 0%
Creighton Taylor 5,000 * 5,000 0 0% <F13>
Josh Cureton 5,000 * 5,000 0 0%
Kay Black 5,000 * 5,000 0 0%
Natalie Caldwell 5,000 * 5,000 0 0%
Nathan Caldwell 5,000 * 5,000 0 0%
Robin Armstrong-Irving 5,000 * 5,000 0 0%
Takeo Suzuki 5,000 * 5,000 0 0%
Tanisha Cureton 5,000 * 5,000 0 0%
Tiffany Caldwell 5,000 * 5,000 0 0%
Toshi Murakami 5,000 * 5,000 0 0%
Charles Hayes 3,854 * 3,854 0 0%
Norma Black 3,154 * 3,154 0 0%

Susan Johnson 3,083 * 3,083 0 0%
Terral Santiel 2,500 * 2,500 0 0%
Milano Mellon 2,158 * 2,158 0 0%
Jacqueline Alexander 2,000 * 2,000 0 0%
Tony Haynes 2,000 * 2,000 0 0%
Patrick Muccio 1,927 * 1,927 0 0%
Kokayi Ampah 1,541 * 1,541 0 0%
Global Wealth Investing 1,250 * 1,250 0 0%
Gertrude Arrington 1,000 * 1,000 0 0%
Sheila A. Stamps 1,000 * 1,000 0 0%
Georgia Smith 925 * 925 0 0%
Kalvin Cressel 771 * 771 0 0%
Renae Johnson 700 * 700 0 0%
Cedric Carpenter 531 * 531 0 0%
David Nelson 500 * 500 0 0%
DeWayne Porter 500 * 500 0 0%
Kirk Gardner 500 * 500 0 0%
Marceil Wright 500 * 500 0 0%
Marcus Carpenter 500 * 500 0 0%
William Medlock 500 * 500 0 0%
Nathaniel Caldwell 308 * 308 0 0%
Randy Scott 200 * 200 0 0%
Rommel Baker 200 * 200 0 0%
Mayme Clayton 154 * 154 0 0%
Taunee English 154 * 154 0 0%
Samia Lee 150 * 150 0 0%
Dawn Johnson 100 * 100 0 0%
Gifty Painstil 100 * 100 0 0%
Patricia Johnson 100 * 100 0 0%
Share Lee 100 * 100 0 0%
Sheila E. Hale 100 * 100 0 0%
Stephanie Reynolds 100 * 100 0 0%
Sunzie Sene 100 * 100 0 0%
Ana Thorne 77 * 77 0 0%
Isadore Hall 77 * 77 0 0%
James Tanner 77 * 77 0 0%
Katy Kim 20 * 20 0 0%

_______________________
* Indicates less than 1%

<FN>
<F1>
(1) Roger Smith is the President and CEO of OBN Holdings, Inc. and a
Director. Includes warrants to purchase 146,366 shares of common
stock that may be acquired at an exercise price of $4.00 per share
commencing 180 days following the effective date of this prospectus.
</FN>
<FN>
<F2>
(2) Includes warrants to purchase 100,000 shares of common stock that
may be acquired at an exercise price of $4.00 per share commencing
180 days following the effective date of this prospectus.
</FN>
<FN>
<F3>
(3) Includes warrants to purchase 95,000 shares of common stock that
may be acquired at an exercise price of $4.00 per share commencing
180 days following the effective date of this prospectus.
</FN>
<FN>
<F4>
(4) Larry Taylor is the CFO of OBN Holdings, Inc. and a Director.
Includes warrants to purchase 134,663 shares of common stock that
may be acquired at an exercise price of $4.00 per share commencing
180 days following the effective date of this prospectus.
</FN>

<FN>
<F5>
(5) Includes warrants to purchase 155,000 shares of common stock that
may be acquired at an exercise price of $4.00 per share commencing
180 days following the effective date of this prospectus.
</FN>
<FN>
<F6>
(6) L. G. Hancher is an officer with Commerce Street Venture Group.
Includes warrants to purchase 100,000 shares of common stock that
may be acquired at an exercise price of $4.00 per share commencing
180 days following the effective date of this prospectus.
</FN>
<FN>
<F7>
(7) Includes warrants to purchase 50,000 shares of common stock that
may be acquired at an exercise price of $4.00 per share commencing
180 days following the effective date of this prospectus.
</FN>
<FN>
<F8>
(8) Dennis Johnson is the President & General Manager of Omni
Broadcasting Network and a Director. Includes warrants to
purchase 134,663 shares of common stock that may be acquired at an
exercise price of $4.00 per share commencing 180 days following
the effective date of this prospectus.
</FN>
<FN>
<F9>
(9) Dennis Severson is a Director of the Company and an officer with
Commerce Street Venture Group.
</FN>
<FN>
<F10>
(10) Donald Wilson is the President of Eclectic Entertainment, Inc.
Includes warrants to purchase 84,308 shares of common stock that
may be acquired at an exercise price of $4.00 per share commencing
180 days following the effective date of this prospectus.
</FN>
<FN>
<F11>
(11) Keiko Smith and Rikiya Smith are related to the CEO of OBN
Holdings.
</FN>
<FN>
<F12>
(12) Anita DeFrantz is a Director of the Company.
</FN>
<FN>
<F13>
(13) Corine Taylor and Creighton Taylor are related to the CFO of OBN
Holdings.
</FN>

Certain Transactions

In fiscal 2003, the Company issued 308,285 shares of common stock
to four officers of the Company in exchange for services performed.
The shares issued ranged in value from $0.15 to $0.65 per share
totaling $67,437, which is recorded in selling, general and
administrative expenses in the accompanying consolidated statement of
operations.

Description of Securities

General

Our authorized capital stock consists of 50,000,000 shares of
common stock, par value $0.001 per share, and 20,000,000 shares of
preferred stock, par value $.0001 per share. As of the date of this
prospectus, 5,785,360 shares of common stock and no shares of
preferred stock were outstanding. The transfer agent for our common
stock is Atlas Stock Transfer in Salt Lake City, Utah.

Common Stock

We are authorized to issue 50,000,000 shares of our common stock,
$0.001 par value, of which 5,785,360 shares are issued and outstanding
as of the date of this prospectus. The issued and outstanding shares
of common stock are fully paid and non-assessable. Except as provided
by law or our certificate of incorporation with respect to voting by
class or series, holders of common stock are entitled to one vote on
each matter submitted to a vote at a meeting of shareholders.

Subject to any prior rights to receive dividends to which the
holders of shares of any series of the preferred stock may be
entitled, the holders of shares of common stock will be entitled to
receive dividends, if and when declared payable from time to time by
the board of directors, from funds legally available for payment of
dividends. Upon our liquidation or dissolution, holders of shares of
common stock will be entitled to share proportionally in all assets
available for distribution to such holders.

Preferred Stock

The board of directors has the authority, without further action
by our shareholders, to issue up to 20,000,000 shares of preferred
stock, par value $.001 per share, in one or more series and to fix the
rights, preferences, privileges and restrictions thereof, including
dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences and the number of shares
constituting any series or the designation of such series. No shares
of preferred stock are currently issued and outstanding. The issuance
of preferred stock could adversely affect the voting power of holders
of common stock and could have the effect of delaying, deferring or
preventing a change of our control.

Warrants

Certain shares of common stock offered by OBN had warrants
attached, which were issued on March 31, 2003. We presently have
1,000,000 warrants outstanding. Each warrant entitles the holder
thereof to purchase one share of common stock at a price per share of
$4.00 beginning 180 days following the effectiveness of this
registration statement and ending on August 25, 2006. Each
unexercised warrant is redeemable by us at a redemption price of
$0.001 per warrant at any time, upon 30 days written notice to holders
thereof, if (a) our common stock is traded on NASDAQ or listed on an
exchange and (b) the Market Price (defined as the average closing bid
price for twenty (20) consecutive trading days) equals or exceed 120%
of the exercise price.

Pursuant to applicable federal and state securities laws, in the
event a current prospectus is not available, the warrant holders may
be precluded from exercising the warrants and we would be precluded
from redeeming the warrants. There can be no assurance that we will
not be prevented by financial or other considerations from maintaining
a current prospectus. Any warrant holder who does not exercise prior
to the redemption date, as set forth in our notice of redemption, will
forfeit the right to purchase the common stock underlying the
warrants, and after the redemption date or upon conclusion of the
exercise period, any outstanding warrants will become void and be of
no further force or effect, unless extended by our Board of Directors.

The number of shares of common stock that may be purchased with
the warrants is subject to adjustment upon the occurrence of certain
events, including a dividend distribution to our shareholders or a
subdivision, combination or reclassification or our outstanding shares
of common stock. The warrants do not confer upon holders any voting
or any other rights as our shareholders.

We may at any time, and from time to time, extend the exercise
period of the warrants, provided that written notice of such extension
is given to the warrant holders prior to the expiration date then in
effect. Also, we may reduce the exercise price of the warrants for
limited periods or through the end of the exercise period if deemed
appropriate by the Board of Directors. Any extension of the term
and/or reduction of the exercise price of the warrants will be subject
to compliance with Rule 13e-4 under the Exchange Act including the
filing of a Schedule 14E-4. Notice of any extension of the exercise
period and/or reduction of the exercise price will be given to the
warrant holders. We do not presently contemplate any extension of the
exercise period or any reduction in the exercise price of the
warrants. The warrants are also subject to price adjustment upon the
occurrence of certain events including subdivisions or combinations of
our common stock.

Market for Common Equity and Related Stockholder Matters

As of August 18, 2003, there were 80 shareholders of record of
our common stock and a total of 5,785,360 shares outstanding. All
5,785,360 shares are being registered in this offering and accordingly
there are no outstanding shares at this time that would be subject to
Rule 144.

Indemnification

Article 11 of our Articles of Incorporation includes certain
provisions permitted by the Nevada Revised Statutes, which provides
for indemnification of directors and officers against certain
liabilities. Pursuant to our Articles of Incorporation, our officers
and directors are indemnified, to the fullest extent available under
Nevada Law, against expenses actually and reasonably incurred in
connection with threatened, pending or completed proceedings, whether
civil, criminal or administrative, to which an officer or director is,
was or is threatened to be made a party by reason of the fact that he
or she is or was one of our officers, directors, employees or agents.
We may advance expenses in connection with defending any such
proceeding, provided the indemnitee undertakes to repay any such
amounts if it is later determined that he or she was not entitled to
be indemnified by us.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions or otherwise,
we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is therefore, unenforceable.

Plan of Distribution

The selling stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading
facility on which the shares are then traded or in private
transactions. The selling stockholders may use any one or more of the
following methods when selling shares:

* Ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

* Block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;

* Purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

* An exchange distribution in accordance with the rules of the
applicable exchange;

* Privately negotiated transactions;

* A combination of any such methods of sale; and

* Any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144
under the Securities Act, if available, rather than under this
prospectus.

In order to comply with the securities laws of certain states, if
applicable, the shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the shares may
not be sold unless they have been registered or qualified for sale in
such state or an exemption from such registration or qualification
requirement is available and complied with.

The selling stockholders may pledge their shares to their brokers
under the margin provisions of customer agreements. If a selling
stockholder defaults on a margin loan, the broker may, from time to
time, offer and sell the pledged shares.

Broker-dealers engaged by the selling stockholders may arrange
for other brokers-dealers to participate in sales. Broker-dealers may
receive commissions or discounts from the selling stockholders (or, if
any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated. The selling stockholders do
not expect these commissions and discounts to exceed what is customary
in the types of transactions involved.

The selling stockholders and any broker-dealers or agents that
are involved in selling the shares may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them
may be deemed to be underwriting commissions or discounts under the
Securities Act.

We will pay all of the expenses incident to the registration,
offering and sale of the shares to the public, but will not pay
commissions and discounts, if any, of underwriters, broker-dealers or
agents, or counsel fees or other expenses of the selling shareholders.
We have also agreed to indemnify the selling shareholders and related
persons against specified liabilities, including liabilities under the
Securities Act.

We have advised the selling shareholders that while they are
engaged in a distribution of the shares included in this prospectus
they are required to comply with Regulation M promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions,
Regulation M precludes the selling shareholders, any affiliated
purchasers, and any broker-dealer or other person who participates in
such distribution from bidding for or purchasing, or attempting to
induce any person to bid for or purchase any security which is the
subject of the distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases made in order to
stabilize the price of a security in connection with the distribution
of that security. All of the foregoing may affect the marketability
of the shares offered hereby in this prospectus.

Legal Matters

The Law Office of L. Van Stillman, P.A. of Delray Beach, Florida
will give an opinion for us regarding the validity of the common stock
offered in this prospectus.

Experts

The financial statements as of June 30, 2003 and for the years
ended June 30, 2003 and 2002, and for the period from January 17, 2001
(date of inception) to June 30, 2003 included in this prospectus have been so
included in reliance on the report of Corbin & Company, LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.

Where You Can Find More Information

We have filed a registration statement under the Securities Act
with respect to the securities offered hereby with the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549. This prospectus, which is
a part of the registration statement, does not contain all of the
information contained in the registration statement and the exhibits and
schedules thereto, certain items of which are omitted in accordance with
the rules and regulations of the Commission. For further information
with respect to OBN Holdings, Inc. and the securities offered hereby,
reference is made to the registration statement, including all exhibits
and schedules thereto, which may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street,
N. W., Room 1024, Washington, D. C. 20549 at prescribed rates during
regular business hours. You may obtain information on the operation of
the public reference facilities by calling the Commission at 1-800-SEC-
0330. Also, the SEC maintains an Internet site that contains reports,
proxy and information statements, and other information regarding
issuers that file electronically with the Commssion at
http://www.sec.gov. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete,
and in each instance reference is made to the copy of such contract or
document filed as an exhibit to the registration statement, each such
statement being qualified in its entirety by such reference. We will
provide, without charge upon oral or written request of any person, a
copy of any information incorporated by reference herein. Such request
should be directed to us at OBN Holdings, Inc., 8275 South Eastern
Avenue, Suite 200, Las Vegas, Nevada 89123, Attention: Roger Neal
Smith, President.

Following the effectiveness of this registration statement, we
will file reports and other information with the Commission. All of
such reports and other information may be inspected and copied at the
Commission's public reference facilities described above. The
Commission maintains a web site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission. The address of such site is
http://www.sec.gov. In addition, we intend to make available to our
shareholders annual reports, including audited financial statements,
unaudited quarterly reports and such other reports as we may determine.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
OBN Holdings, Inc.

We have audited the accompanying consolidated balance sheet of OBN
Holdings, Inc. (a Nevada corporation) (a development stage company)
and subsidiaries (the "Company") as of June 30, 2003 and the related
consolidated statements of operations, stockholders' equity and
cash flows for each of the years in the two-year period then
ended and for the period from January 17, 2001 (date of inception)
to June 30, 2003. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial statements
based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of OBN Holdings, Inc. and subsidiaries as of June 30,
2003, and the results of their operations and their cash flows
for each of the years in the two-year period then ended and
for the period from January 17, 2001 (date of inception) to
June 30, 2003 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company is in the
development stage, has limited cash resources and has a working
capital deficit as of June 30, 2003. These conditions raise
substantial doubt about its ability to continue as a going concern.
As discussed in Note 1 to the financial statements, successful
completion of the Company's programming content and ultimately the
attainment of profitable operations is dependent on future events,
including obtaining adequate financing to complete development
activities and achieving a level of sales adequate to support the
Company's cost structure. Management's plans regarding those matters
also are described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.

CORBIN & COMPANY, LLP
Irvine, California
August 7, 2003, except for Note 8
as to which the date is August 18, 2003

F-1

OBN HOLDINGS, INC.
(A Developmental Stage Company)

CONSOLIDATED BALANCE SHEET

ASSETS June 30, 2003
--------------
Current assets:
Cash and cash equivalents $ 28,795
Accounts receivable, net of allowance for doubtful
accounts of $14,500 456,900
--------------
Total current assets 485,695

Fixed assets, net -

Website development costs, net of accumulated amortization of $13,675 58,800

Deposits 36,060
---------------

$ 580,555
===============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 82,237
Accrued payroll and related 114,224
Deferred revenue 250,000
Obligations under capital lease 50,771
Related party note payable 7,000
---------------
Total current liabilities 504,232
---------------
Commitments and contingencies

Stockholders' equity:
Undesignated preferred stock, $.001 par value; 20,000,000 shares
authorized; no shares issued and outstanding -
Common stock, $0.001 par value; 50,000,000 shares authorized;
5,730,310 shares issued and outstanding 5,730
Additional paid-in capital 999,761
Prepaid consulting expense (56,339)
Deficit accumulated during development stage (872,829)
---------------
Total stockholders' equity 76,323
---------------
$ 580,555
===============

See independent auditor's report and accompanying notes to consolidated
financial statements.

F-2

OBN HOLDINGS, INC.
(A Developmental Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For The
Period
January 17,
2001
(Date of
Inception)
For The Years Ended June 30, To June 30,
2003 2002 2003
------- ------ ------------

Revenue $ 33,639 $ - $ 33,639

Cost of sales 10,800 - 10,800
--------- --------- --------------
Gross profit 22,839 - 22,839

Selling, general and administrative expenses 1,021,243 33,481 1,076,851
--------- --------- --------------
Loss from operations (998,404) (33,481) (1,054,012)
--------- --------- --------------
Other income (expense):
Other income 200,000 21,600 221,600
Loss on sale of equipment (27,352) - (27,352)
Interest expense (10,665) - (10,665)
--------- --------- --------------
Total other income (expense) 161,983 21,600 183,583
--------- --------- --------------
Loss before income taxes (836,421) (11,881) (870,429)

Income taxes 800 800 2,400
--------- --------- -------------
Net loss $ (837,221) $ (12,681) $ (872,829)
=========== ========= =============
Net loss available to common stockholders
per common share:

Net loss per common share - basic
and diluted $ (0.25) $ (0.01)
=========== ============
Weighted average shares outstanding:
Basic and diluted 3,336,156 2,394,038
=========== ============

See independent auditor's report and accompanying notes to consolidated
financial statements.

F-3

OBN HOLDINGS, INC.
(A Developmental Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITY

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

Deficit
Accumulated
Undesignated Additional Prepaid During Total
Preferred Stock Common Stock Paid-in Consulting Development Stockholders'
Shares Amount Shares Amount Capital Expenses Stage Equity
------ ------ --------- ------ ---------- ---------- ----------- ------------

Balance, January 17, 2001 - $ - - $ - $ - $ - $ - $ -

Stock issued to founders - - 2,386,571 2,387 (2,387) - - -

Stock issued for cash at $1.30
per share in June 2001 - - 462 - 600 - - 600

Net loss - - - - - - (22,927) (22,927)
------- ------- --------- ------ ---------- ---------- ----------- ------------
Balance, June 30, 2001 - - 2,387,033 2,387 (1,787) - (22,927) (22,327)

Stock issued for cash at $0.65 to
$1.30 per share in July and
August 2001 - - 4,316 4 2,896 - - 2,900

Stock issued for services at
$0.65 per share in April 2002 - - 11,561 12 7,502 - - 7,514

Net loss - - - - - - (12,681) (12,681)
------- ------- --------- ------ ----------- ---------- ----------- ------------
Balance, June 30, 2002 - - 2,402,910 2,403 8,611 - (35,608) (24,594)

Stock issued for services at $0.65
per share in July and December
2002 - - 47,785 48 31,015 - - 31,063

See independent auditor's report and accompanying notes to consolidated
financial statements.

Continued... F-4

OBN HOLDINGS, INC.
(A Developmental Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITY - Continued

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

Stock issued for cash at $0.50 to
$1.00 per share in March and
April 2003 - - 90,500 91 50,409 - - 50,500

Restricted stock issued for services
at $0.15 per share in January
and March 2003 - - 2,795,896 2,795 416,590 - - 419,385

Stock issued for services at $1.00
per share in January to April
2003 - - 274,909 275 274,634 (56,339) - 218,570

Stock issued for conversion of
related party notes payable at
$1.00 per share in March and
April 2003 - - 18,000 18 17,982 - - 18,000

Stock issued for cash at $2.00 per
share in May and June 2003 - - 62,500 62 124,938 - - 125,000

See independent auditor's report and accompanying notes to consolidated
financial statements.

F-5

OBN HOLDINGS, INC.
(A Developmental Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITY - Continued

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

Stock issued for services at $2.00
per share in June 2003 - - 7,750 8 15,492 - - 15,500

Stock issued for conversion of
related party notes payable at $2.00
per share in June 2003 - - 30,060 30 60,090 - - 60,120

Net loss - - - - - - (837,221) (837,221)

------- ------- --------- ------ -------- --------- ----------- ------------
Balance, June 30, 2003 - $ - 5,730,310 $5,730 $999,761 $(56,339) $(872,829) $ 76,323
======= ======= ========= ====== ======== ========= =========== ============

See independent auditor's report and accompanying notes to consolidated
financial statements.

F-6

OBN HOLDINGS, INC.
(A Developmental Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The
Period
January 17, 2001
For The Years Ended June 30, (Date of
----------------------------- Inception)
2003 2002 To June 30, 2003
--------- --------- -----------------

Cash flows from operating activities:
Net loss $ (837,221) $ (12,681) $ (872,829)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization 13,143 532 13,675
Bad debt provision - 14,500 14,500
Loss on sale of equipment 27,352 - 27,352
Shares issued for services 618,430 1,127 619,557
Changes in operating assets and liabilities:
Accounts receivable, net (449,800) (21,600) (471,400)
Prepaid expenses and other current assets - 3,000 -
Deposits (36,060) - (36,060)
Accounts payable and accrued expenses 443,002 3,312 446,461
------------ ------------ ------------------
Net cash used in operating activities (221,154) (11,810) (258,744)
------------ ------------ ------------------
Cash flows provided by investing activities:
Proceeds on sale of equipment 24,309 - 24,309
------------ ------------ ------------------
Cash flows from financing activities:
Proceeds from related party notes payable 85,120 20,552 131,652
Repayments on related notes payable (34,532) (12,000) (46,532)
Repayments under capital lease obligations (890) - (890)
Proceeds from issuance of common stock 175,500 2,900 179,000
------------- ------------ -----------------
Net cash provided by financing activities 225,198 11,452 263,230
------------- ------------ -----------------
Net change in cash 28,353 (358) 28,795
Cash, beginning of year 442 800 -
------------- ------------- -----------------
Cash, end of year $ 28,795 $ 442 $ 28,795

Supplemental disclosure of cash flow information: ============= ============= =================
Cash paid during the year for:
Interest $ 9,835 $ - $ 9,835
============= ============= =================
Income taxes $ 800 $ 800 $ 1,600
============= ============= =================
Supplemental disclosures of noncash investing
and financing activities:
Purchase of property and equipment under
capital lease $ 51,661 $ - $ 51,661
============= ============= ================
Shares issued in exchange for website
development costs $ 66,088 $ 6,387 $ 72,475
============= ============= ================
Related party notes converted to common stock $ 78,120 $ - $ 78,120
============= ============= ================

See independent auditor's report and accompanying notes to consolidated
financial statements.

F-7

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 1 - SUMMARY AND SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------------------

Nature of Operations and Principles of Consolidation
- ----------------------------------------------------

OBN Holdings, Inc. (the "Company") is an entertainment company engaged
in television broadcasting, feature film and television production,
music production and distribution, and merchandising.

The Company's wholly owned subsidiaries consist of Omni Broadcasting
Network, Inc. ("Omni"), Products on Demand Channel, Inc. and Eclectic
Entertainment, Inc. (with its wholly owned subsidiaries consisting of
Adventures of Unit 28, L.A. Food Scene, Inc., The Mini Movie Hour, "B"
Movie Classics, The Vegas Variety Hour, Retro Records, Inc. and
Eclectic Recording Artists, Inc.). All intercompany transactions and
balances have been eliminated in consolidation.

Development Stage Enterprise and Going Concern
- ----------------------------------------------

The Company is a development stage company as defined in Statement of
Financial Accounting Standards ("SFAS") No. 7, "Accounting and
Reporting by Development Stage Enterprises." The Company is devoting
substantially all of its present efforts to establish a new business,
and its planned principal operations have not yet commenced. All
losses accumulated since inception have been considered as part of the
Company's development stage activities.

The accompanying consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the
United States of America, which contemplate continuation of the
Company as a going concern. The Company has not generated significant
revenues from operations and has no assurance of any future revenues.
The Company incurred a net loss of $837,221 during the year ended June
30, 2003 and had a cash balance of approximately $29,000 at June 30,
2003. In addition, at June 30, 2003, the Company's deficit accumulated
during the development stage was $872,829 and the Company had negative
working capital of $18,537. Management recognizes that the Company
must obtain additional capital for the eventual achievement of
sustained profitable operations. Management's plans include obtaining
additional capital through an initial public offering, other equity
financing sources and the extension of existing debt. However, no
assurance can be given that additional capital, if needed, will be
available when required or upon terms acceptable to the Company or
that the Company will be successful in its efforts to negotiate the
extension of its existing debt.

F-8

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 1 - SUMMARY AND SIGNIFICANT ACCOUNTING POLICIES, continued
- ---------------------------------------------------------------

Use of Estimates
- ----------------

The preparation of financial statements in conformity with generally
accepted accounting principles 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 accounts receivable, capitalized website
development costs and deferred tax assets.

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
June 30, 2003, the Company had no balances which 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.

One customer comprises 98% of accounts receivable as of June 30, 2003
and 100% of other income for the year ended June 30, 2003.

Fair Value of Financial Instruments
- -----------------------------------

The carrying amounts of the Company's cash, receivables, trade
payables and accrued expenses approximate their estimated fair values
due to the short-term maturities of those financial instruments. The
estimated fair value of its related-party note payable is not determinable
as the transaction is with a related party.

F-9

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 1 - SUMMARY AND SIGNIFICANT ACCOUNTING POLICIES, continued
- ---------------------------------------------------------------

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. At
June 30, 2003, the Company's fixed assets consist primarily of office
furniture and equipment contributed by a founder at the Company's
formation.

Accounting for Website Development Costs
- ----------------------------------------

Website development costs are accounted for using Emerging Issues Task
Force Issue No. 00-2, "Accounting for Web Site Development Costs"
("EITF 00-2"). Web site development costs and the accounting for such
costs should be accounted for under AICPA Statement of Position 98-1
("SOP 98-1"). "Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use." The use of EITF 00-2 resulted in
capitalized web site costs of $66,088 and $6,387 for the years ended
June 30, 2003 and 2002, respectively. Web site costs incurred are
being amortized over a three year period and resulted in amortization
included in general and administrative expenses on the consolidated
statement of operations of $13,143 and $532 for the years ended June
30, 2003 and 2002, respectively.

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 its analysis, the Company believes
that no impairment of the carrying value of its long-lived assets
existed at June 30, 2003. There can be no assurance, however, that
market conditions will not change which could result in future long-
lived asset impairment.

F-10

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 1 - SUMMARY AND SIGNIFICANT ACCOUNTING POLICIES, continued
- ---------------------------------------------------------------

Deferred Revenue
- ----------------

In fiscal 2003, the Company entered into an advertising agreement with
an unrelated third party totaling $250,000. The Company has yet to
provide these services under the agreement so the revenue has been
recorded as deferred revenue in the accompanying consolidated balance
sheet as of June 30, 2003.

Other Income
- ------------

In fiscal 2003, the officers of the Company performed consulting
services on behalf of the Company for an unrelated third party
totaling $200,000.

Revenue Recognition
- -------------------

Advertising revenue is recognized as the commercials are aired.

Revenues from the licensing of feature films and television
programming will be recorded when the material is available for
telecasting and when certain other conditions are met.

Accounting for Filmed Entertainment and Television Programming Costs
- --------------------------------------------------------------------

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

Filmed entertainment costs are stated at the lower of unamortized cost
or estimated fair value on an individual film or television series
basis. Revenue forecasts for both motion pictures and television
products will be 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.

F-11

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 1 - SUMMARY AND SIGNIFICANT ACCOUNTING POLICIES, continued
- ---------------------------------------------------------------

As of June 2003, the Company has not yet begun these activities.

Advertising Costs
- -----------------

Advertising costs are expensed as incurred. In 2003 and 2002, the
Company's advertising costs were insignificant.

Stock-Based Compensation
- ------------------------

The Company will account for non-employee stock-based compensation
under Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock Based Compensation." SFAS 123 defines a fair
value based method of accounting for stock-based compensation.
However, SFAS 123 allows an entity to continue to measure compensation
cost related to stock and stock options issued to employees using the
intrinsic method of 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
123 had been applied.

At June 30, 2003, the Company has a stock-based employee compensation
plan, which is described more fully in Note 4. 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 income, as no options have
been granted as of June 30, 2003.

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 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

F-12

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 1 - SUMMARY AND SIGNIFICANT ACCOUNTING POLICIES, continued
- ---------------------------------------------------------------

or settled. Under SFAS 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
(see Note 5). The Company is a subchapter "C" corporation and files a
consolidated federal income tax return. The Company files separate
state income tax returns for California and Nevada.

Basic and Diluted Loss Per Share
- --------------------------------

The Company has adopted SFAS No. 128, "Earnings Per Share" (see Note 7).

Basic earnings (loss) per common share is computed based on the
weighted average number of shares outstanding for the period. Diluted
earnings (loss) per share is computed by dividing net income (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 stock options and warrants would not have resulted in an
increase of incremental shares for the years ended June 30, 2003 and
2002.

Recent Accounting Pronouncements
- --------------------------------

In December 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure - an amendment of FASB Statement No. 123."
SFAS 148 amends SFAS 123 to provide alternative methods of transition
for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS 148 amends
the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The transition guidance
and annual disclosure provisions of SFAS 148 are effective for
financial statements issued for fiscal years ending after December 15,
2002. The Company has applied the disclosure provisions of SFAS 148 in
its consolidated financial statements and the accompanying notes.

F-13

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 1 - SUMMARY AND SIGNIFICANT ACCOUNTING POLICIES, continued
- ---------------------------------------------------------------

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." FIN 45
elaborates on the disclosures to be made by a guarantor in its interim
and annual financial statements about its obligations under certain
guarantees that it has issued. It also clarifies that a guarantor is
required to recognize, at the inception of a guarantee, a liability
for the fair value of the obligation undertaken in issuing the
guarantee. The initial recognition and initial measurement provisions
of FIN 45 are applicable on a prospective basis to guarantees issued
or modified after December 31, 2002. The disclosure requirements in
FIN 45 are effective for financial statements of interim or annual
periods ending after December 15, 2002. The Company's adoption of FIN
45 in fiscal 2003 did not have a material impact on its financial
position or results of operations.

NOTE 2 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------

Lease Obligations
- -----------------

The Company leases its office facilities, certain equipment and
satellite transponder services under noncancellable agreements. The
Company also leases certain equipment under a capital lease agreement
at an implicit interest rate of 9%. Total rental expense under
noncancellable operating leases was approximately $180,000 and $0 for
the years ended June 30, 2003 and 2002, respectively.

F-14

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 2 - COMMITMENTS AND CONTINGENCIES, continued
- -------------------------------------------------

As of June 30, 2003, the minimum commitments required under existing
noncancellable operating agreements and capital leases are as follows:

Operating
Years ending June 30: Agreements Capital Leases
-------------------- ---------- --------------

2004 $ 469,000 $ 60,536
2005 218,000 -
2006 39,000 -
2007 39,000 -
2008 35,000 -
----------- ---------
Total minimum lease payments $ 800,000 60,536
===========

Less amounts representing interest (9,765)
---------
Present value of minimum lease payments 50,771

Less current maturities (50,771)
---------
$ -
---------

The Company disposed of the equipment under capital lease in the year
ended June 30, 2003. As the Company has disposed of the secured
equipment under the capital lease, it is in default under the capital
lease and therefore all payments have been presented as current
liabilities on the balance sheet as of June 30, 2003. Subsequent to
June 30, 2003, the Company paid off the remaining capital lease
obligation.

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.

F-15

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 3 - STOCKHOLDERS' EQUITY
- -----------------------------

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

The Company has authorized 20,000,000 shares of preferred stock. As
of June 30, 2003, the Company has not designated any series of
preferred stock or entered into any agreements.

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

In January 2003, OBN Holdings, Inc. was created by issuing 0.3854
shares of OBN common stock for each share of Omni common stock. All
references to shares prior to January 2003 have been adjusted to
reflect this exchange rate.

At the formation of the Company, the Company issued 2,386,571 shares
of common stock at no cost basis to various founders. Shortly after
the formation of the Company, in fiscal 2001 the Company sold 462
shares of common stock at a price of $1.30 per share for proceeds of
$600.

In fiscal 2002, the Company sold a total of 4,316 shares of common
stock as follows: 154 shares at $1.30 per share and 4,162 shares at
$0.65 per share for proceeds of $2,900.

Additionally, the Company received consulting services during fiscal
2002 in exchange for issuing 11,561 shares at $0.65 per share
resulting in consulting expenses of $1,127 and website development
costs of $6,387.

During fiscal 2003, the Company received consulting services in
exchange for stock. The Company issued a total of 3,126,340 shares
with 7,750 shares issued at $2.00 per share, 274,909 shares issued at
$1.00 per share, 47,785 shares issued at $0.65 per share and 2,795,896
restricted shares issued at $0.15 per share, resulting in consulting
expenses of $618,430 and website development costs of $66,088. As of
June 30, 2003, consulting services valued at $56,339 had yet to be
performed and therefore were recorded as prepaid consulting in
stockholders' equity.

During fiscal 2003, the Company received advances in the form of notes
payable from related parties totaling $78,120. The related party
notes payable were converted into 18,000 shares of common stock at
$1.00 per share and 30,060 shares of common stock at $2.00 per share.

Additionally, in fiscal 2003, the Company sold a total of 153,000
shares of common stock as follows: 80,000 shares sold at $0.50 per
share, 10,500 shares sold at $1.00 per share and 62,500 shares sold at
$2.00 per share resulting in total proceeds of $175,500 to the
Company.
F-16

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 4 - STOCK OPTIONS AND WARRANTS
- -----------------------------------

In May 2003, the Company established the OBN Holdings, Inc. 2003 Stock
Option Plan (the "Plan"). The Plan provides for the granting of up to
600,000 options to purchase the Company's common stock at prices no
less than fair market value (as determined by the Board of Directors)
at the date of grant. Options granted under the Plan will be
exercisable over a period of ten years from the date of the grant.
These options will vest on a pro rata basis over the term of the
options. At the end of the term of the options or upon termination of
employment, outstanding options will be cancelled. As of June 30,
2003, no options have been granted under the Plan.

On March 31, 2003, the Company committed to issue warrants to purchase
1,000,000 shares of common stock to various investors. Each warrant
entitles the holder thereof to purchase one share of common stock at a price
per share of $4.00 beginning 180 days following the effectiveness of the
Company's registration statement and ending on August 25, 2006. Each
unexercised warrant is redeemable by the Company at a redemption price
of $0.001 per warrant at any time, upon 30 days written notice to
holders thereof, if (a) the Company's common stock is traded on NASDAQ or
listed on an exchange and (b) the market price (defined as the average
closing bid price for twenty (20) consecutive trading days) equals or
exceed 120% of the $4.00 per share exercise price. As the warrants were
issued in connection with fundraising activities, no expense will be recorded
under SFAS 123 for the value of the warrants.

F-17

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 5 - INCOME TAXES
- ---------------------

A reconciliation of income taxes computed at the federal statutory
rate of 34% to the provision for income taxes is as follows for the
years ended June 30, 2003 and 2002:

2003 2002
------------- ------------

Tax benefit at statutory rates $ (284,000) $ (4,000)
Difference resulting from:
State taxes (49,000) (700)
Changes in valuation allowance 333,800 5,500
------------- ------------
$ 800 $ 800
============= ============

F-18

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 5 - INCOME TAXES, continued
- --------------------------------

The valuation allowance increased by approximately $334,000 and $5,500
during the years ended June 30, 2003 and 2002, respectively. No current
provision for income taxes, other than California minimum tax of $800, is
required for the years ended June 30, 2003 and 2002 since the Company
incurred taxable losses during the year.

Net deferred income taxes are as follows as of June 30, 2003:

Deferred tax liabilities $ -

Deferred tax assets:
Net operating losses 350,000
------------
Total deferred tax assets 350,000

Less valuation allowance (350,000)
------------
$ -
============

The Company has approximately $900,000 in Federal and California State
net operating loss carryforwards as of June 30, 2003, which, if not
utilized, expire through 2023 and 2010, respectively.

The utilization of the net operating loss carryforwards might be
limited due to restrictions imposed under federal and state laws upon
a change in ownership. The amount of the limitation, if any, has not
been determined at this time. A valuation allowance is provided when
it is more likely than not that some portion or all of the deferred
tax assets will not be realized. As a result of the Company's
continued losses and uncertainties surrounding the realization of the
net operating loss carryforwards, management has determined that the
realization of the deferred tax assets is questionable. Accordingly,
the Company has recorded a valuation allowance equal to the net
deferred tax asset balance as of June 30, 2003.

F-19

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 6 - RELATED PARTY TRANSACTIONS
- -----------------------------------

Due From Related Party
- ----------------------

At June 30, 2003, these advances are non-interest bearing and are due on
demand. The balance outstanding as of June 30, 2003 was $7,000. During
the year ended June 30, 2003, the Company incurred interest expense of
$9,835 on interest-bearing related party notes payable that were fully
repaid by June 30, 2003.

Services Provided by Related Parties
- ------------------------------------

Prior to June 30, 2003, certain services were provided by related
parties at no cost to the Company.

Officer-Stockholder Transactions
- --------------------------------

At the inception of the Company, 2,799,558 shares of common stock were
issued as founders shares to two officers of the Company. No proceeds
were received.

In fiscal 2003, the Company issued 308,285 shares of common stock to
four officers of the Company in exchange for services performed. The
shares issued ranged in value from $0.15 to $0.65 per share totaling
$67,437, which is recorded in selling, general and administrative
expenses in the accompanying consolidated statement of operations.

NOTE 7 - EARNINGS PER SHARE
- ---------------------------

Basic and diluted loss per common share is computed as follows for the
years ended June 30, 2003 and 2002:

2003 2002
------------- -------------
Numerator for basic and diluted
loss per common share:
Net loss $ (837,221) $ (12,681)
============= =============

Denominator for basic and diluted
loss per common share:
Weighted average common
shares outstanding 3,356,156 2,394,038
============= =============

Net loss per common share
available to common stockholders $ (0.25) $ (0.01)
============= =============

F-20

OBN HOLDINGS, INC.
(A Developmental Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended June 30, 2003 and 2002 and
For The Period From January 17, 2001(Date of Inception)
To June 30, 2003

NOTE 8 - SUBSEQUENT EVENTS
- --------------------------

Subsequent to year end, the Company sold 55,050 shares of the
Company's common stock at $2.00 per share for total proceeds of
$110,100.

The Company has received advances from a shareholder for operating
expenses totaling $60,000. The advances are not interest bearing and
are due upon successful completion of an initial public offering by
the Company.

The Company has entered into a capital lease agreement for a
television station located in Central California for a period of three
years. The Company must pay $50,000 per year and at the end of the
third year, when the Company's payments total a minimum of $150,000,
title will be transferred to the Company for a 95% interest in the
television station. The primary asset of the television station
agreement is its broadcasting license.

F-21

No dealer, salesman or other
person is authorized to give any
information or to make any
representations not contained in
this prospectus in connection with
the offer made hereby, and, if
given or made, such information or
representations must not be relied
upon as having been authorized by
OBN Holdings. This prospectus does
not constitute an offer to sell or
a solicitation to an offer to buy
the securities offered hereby to
any person in any state or other
jurisdiction in which such offer or
solicitation would be unlawful.
Neither the delivery of this
prospectus nor any sale made
hereunder shall, under any
circumstances, create any
implication that the information
contained herein is correct as of
any time subsequent to the date
hereof.

Until November 30, 2003 (90 days
after the date of this prospectus)
all dealers that effect
transactions in these securities,
whether or not participating in
this offering, may be required to
deliver a prospectus. This is in
addition to the dealer's obligation
to deliver a prospectus when acting
as underwriters and with respect to
their unsold allotments or
subscriptions.

TABLE OF CONTENTS
Page
Prospectus Summary 3 OBN Holdings, Inc.
The Offering 4
Risk Factors 6
Use of Proceeds 10
Determination of Offering Price 12
Dividend Policy 12
Dilution 13 9,385,360 SHARES
Plan of Operation 14
Business 20
Management 35
Principal Shareholders 39
Selling Shareholders 41
Certain Transactions 44
Description of Securities 45
Indemnification 47 PROSPECTUS
Plan of Distribution 48
Legal Matters 49
Experts 49
Where You Can Find More
Information 50
Financial Statements F1

August 25, 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We estimate that expenses in connection with this registration
statement will be as follows:

SEC registration fee* $ 2,280
Legal fees and expenses* $ 100,000
Accounting fees and expenses* $ 25,000
Miscellaneous* $ 2,000
---------
Total $ 129,280

* Estimated amounts.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

The following information is furnished with regard to all securities
sold by OBN Holdings, Inc. within the past three years that were not
registered under the Securities Act. The issuances described hereunder
were made in reliance upon the exemptions from registration set forth in
Section 4(2) of the Securities Act relating to sales by an issuer not
involving any public offering. None of the foregoing transactions
involved a distribution or public offering.

Date Number of
Name of Shareholder Acquired Shares Consideration Notes
- ----------------------------------------------------------------------------
Larry Taylor 02/01/2001 197,587 - (1)
Roger Smith 02/01/2001 1,901,970 - (1)
Larry Taylor 03/01/2001 77,072 - (1)
Teresa Elaqua 03/01/2001 15,414 - (1)
Georgia Smith 06/01/2001 925 - (1)
Kalvin Cressel 06/01/2001 771 - (1)
Norma Black 06/01/2001 154 - (1)
Taunee English 06/14/2001 154 $200
Cedric Carpenter 06/15/2001 231 $300
James Tanner 06/25/2001 77 $100
Ana Thorne 07/01/2001 77 $100
Isadore Hall 07/01/2001 77 $100
Milano Mellon 07/12/2001 2,158 $1,400
Kokayi Ampah 07/13/2001 1,541 $1,000
Nathan Caldwell 07/13/2001 308 $200
Mayme Clayton 08/24/2001 154 $100
Carolyn Hajebi 04/01/2002 3,854 $2,505 (2)
Timothy Williams 04/01/2002 7,707 $5,010 (2)
Dennis Johnson 07/26/2002 9,634 $6,262 (3)
Donald Wilson 07/26/2002 3,854 $2,505 (3)
Susan Johnson 07/26/2002 1,541 $1,002 (3)
Teresa Elaqua 07/26/2002 3,854 $2,505 (3)
Dennis Johnson 12/01/2002 28,902 $18,786 (3)
Charles Hayes 01/02/2003 3,854 $3,854 (2)
Patrick Muccio 01/02/2003 1,927 $1,927 (3)
Barry Robinson 01/15/2003 38,536 $38,536 (2)
Carolyn Hajebi 01/15/2003 15,414 $15,414 (2)
Dennis Johnson 01/15/2003 154,142 $23,121 (3)
Donald Wilson 01/15/2003 111,753 $16,763 (3)
Larry Taylor 01/15/2003 192,678 - (1)
Susan Johnson 01/15/2003 1,542 $1,542 (3)
Teresa Elaqua 01/15/2003 96,339 $96,339 (3)
Timothy Williams 01/15/2003 30,829 $30,829 (2)
Corine Taylor 03/01/2003 5,000 $5,000

Date Number of
Name of Shareholder Acquired Shares Consideration Notes
- ------------------------------------------------------------------------------
Cory Caldwell 03/01/2003 5,000 $5,000
Creighton Taylor 03/01/2003 5,000 $5,000
Jacqueline Alexander 03/01/2003 2,000 $2,000
Josh Cureton 03/01/2003 5,000 $5,000
Kay Black 03/01/2003 5,000 $5,000
Natalie Caldwell 03/01/2003 5,000 $5,000
Nathan Caldwell 03/01/2003 5,000 $5,000
Richard Sindicich 03/01/2003 10,000 $10,000
Takeo Suzuki 03/01/2003 5,000 $5,000
Tanisha Cureton 03/01/2003 5,000 $5,000
Tiffany Caldwell 03/01/2003 5,000 $5,000
Tony Haynes 03/01/2003 2,000 $2,000
Toshi Murakami 03/01/2003 5,000 $5,000
Dawn Johnson 03/29/2003 100 $100
Marwan T. Abboushi 03/29/2003 20,000 $10,000
Randy Scott 03/29/2003 200 $200
Capitol City Investments 03/31/2003 480,000 $72,000 (3)
Commerce Street Venture Group, Inc. 03/31/2003 480,000 $72,000 (3)
David Finke 03/31/2003 70,000 $10,500 (3)
Dennis Severson 03/31/2003 140,000 $21,000 (3)
Gerald Nelson 03/31/2003 5,000 $5,000
Gerald Nelson 03/31/2003 10,000 $10,000 (4)
Gifty Painstil 03/31/2003 100 $100
Integrity Capital Management, LLC 03/31/2003 310,000 $46,500 (3)
L.G. Hancher Jr. 03/31/2003 250,000 $37,500 (3)
Magellan Capital Management, Inc. 03/31/2003 540,000 $81,000 (3)
Renae Johnson 03/31/2003 700 $700
Robert Armstrong 03/31/2003 20,000 $10,000
SAC Financial Management, Inc. 03/31/2003 250,000 $37,500 (3)
Roger Neal Smith 03/31/2003 146,366 $0 (5)
Larry Taylor 03/31/2003 134,663 $0 (5)
Dennis Johnson 03/31/2003 134,663 $0 (5)
Donald Wilson 03/31/2003 84,308 $0 (5)
Commerce Street Venture Group, Inc. 03/31/2003 95,000 $0 (5)
L. G. Hancher, Jr. 03/31/2003 100,000 $0 (5)
SAC Financial Management, Inc. 03/31/2003 50,000 $0 (5)
Magellan Capital Management, Inc. 03/31/2003 100,000 $0 (5)
Integrity Capital Management, LLC. 03/31/2003 155,000 $0 (5)
Samia Lee 03/31/2003 150 $150
Share Lee 03/31/2003 100 $100
Sheila E. Hale 03/31/2003 100 $100
Stephanie Reynolds 03/31/2003 100 $100

Date Number of
Name of Shareholder Acquired Shares Consideration Notes
- ------------------------------------------------------------------------------

Sunzie Sene 03/31/2003 100 $100
Tina McBride 03/31/2003 10,000 $1,500 (3)
Gertrude Arrington 04/01/2003 1,000 $1,000
Katy Kim 04/01/2003 20 $20
Patricia Johnson 04/02/2003 100 $100
Michael Walker 04/03/2003 40,000 $20,000
Rommel Baker 04/03/2003 200 $200
Mashahiko Yagyu 04/07/2003 10,000 $10,000
Megumi Shibata 04/07/2003 8,000 $8,000
DeWayne Porter 04/10/2003 500 $500
Norma Black 04/10/2003 3,000 $3,000 (4)
William Medlock 04/10/2003 500 $500
Robert Kealing 04/12/2003 5,000 $5,000 (4)
Kirk Gardner 04/14/2003 500 $500
Marceil Wright 04/14/2003 500 $500
Commerce Stree Venture Group 05/30/2003 50,000 $100,000
Dennis Johnson 06/01/2003 7,750 $15,500 (3)
Larry Taylor 06/01/2003 4,500 $9,000 (4)
Robert Kealing 06/01/2003 4,924 $9,848 (4)
Roger Smith 06/01/2003 20,636 $41,274 (4)
Anita DeFrantz 06/06/2003 10,000 $20,000
Gerald Nelson 06/17/2003 2,500 $5,000
Yeah, Inc. 07/07/2003 10,000 $20,000
Global Wealth Investing 07/29/2003 1,250 $2,500
David Nelson 08/03/2003 500 $1,000
Michael Walker 08/12/2003 10,000 $20,000
Robin Armstrong-Irving 08/18/2003 5,000 $10,000
Cedric Carpenter 08/18/2003 300 $600
Marcus Carpenter 08/18/2003 500 $1,000
Marwan T. Abboushi 08/18/2003 25,000 $50,000
Terral Santiel 08/18/2003 2,500 $5,000

NOTES TO RECENT SALES OF UNREGISTERED SECURITIES
(1) Founders' Shares
(2) Design Services Rendered
(3) Management Services Rendered
(4) Conversion of debt to stock.
(5) Warrants issued to purchase shares of common stock that may be
acquired at an exercise price of $4.00 per share commencing 180
days following the effective date of this prospectus.

ITEM 27. EXHIBITS

Exhibit Number Description

3.1 Articles of Incorporation

3.2 Bylaws

3.3 Specimen certificate of the Common Stock of OBN Holdings, Inc.

3.4 Specimen warrant.

5.1 Opinion of Law Office of L. Van Stillman, P.A. as
to legality of securities being registered

23.1 Consent of Corbin & Company, LLP

23.2 Consent of L. Van Stillman (included in Exhibit 5.1)

ITEM 28. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and as expressed in the Act
and is, therefore, unenforceable.

The Company hereby undertakes to:

(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
i. Include any prospectus required by Section 10(a)(3) of
the Securities Act;
ii. Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental
change in the information in the registration
statement.
iii. Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(4) For determining any liability under the Securities Act,
treat the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Company under
Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part
of this registration statement as of the time the Commission
declared it effective.
(5) For determining any liability under the Securities Act,
treat each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities
offered in the registration statement, and that offering of the
securities at that time as the initial bona fide offering of
those securities.
(6) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to our
directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised by the
Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by us of expenses incurred or paid by one of
our directors, officers or controlling persons in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

Signatures
----------

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable ground to believe that it
meets all of the requirements for filing on Form SB-2 and authorized
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Los Angeles
state of California, on August 25, 2003

OBN HOLDINGS, INC.

By: /s/ Roger Neal Smith
--------------------
Roger Neal Smith
Principal Executive Officer, President and Director

In accordance with the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in
the capacities indicated on August 25, 2003.

By: /s/ Roger Neal Smith Principal Executive Officer, President
-----------------------
Roger Neal Smith and Director

By: /s/ Larry Taylor Principal Financial Officer and -
-----------------------
Larry Taylor Principal Accounting Officer and Director

By: /s/ Dennis Johnson Director
-----------------------
Dennis Johnson

By: /s/ Dennis Severson Director
-----------------------
Dennis Severson

By: /s/ Barry Allen Director
-----------------------
Barry Allen