UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 1, 2004
Ohana Enterprises, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
001-07894 95-2312900
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(Commission File Number) (IRS Employer Identification Number)
7275 Murdy Circle
Huntington Beach, CA 92647
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(Address of principal executive offices)
(310) 456-3199
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(Registrant's telephone number, including area code)
Erly Industries, Inc.
Torchmail Communications, Inc.
Previous name of the Registrant
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ITEM 5. OTHER EVENTS
Hudson Consulting Group, Inc. ("Hudson Consulting"), Axia Group,
Inc. ("Axia"), Richard Surber ("Surber"), and Ed Haidenthaller ("Haidenthaller")
(collectively, "Hudson") and Ohana Enterprises, Inc. ("Ohana Enterprises"),
Isaac P. Simmons ("Simmons"), Kathryn A. Christmann ("Christmann"), David
Cronshaw ("Cronshaw"), Interactive Ideas ("Interactive Ideas"), Jonathan Thomas
("Thomas"), and Phillip Crawford ("Crawford") (collectively "Ohana") were
parties to a certain action entitled Hudson Consulting Group, Inc. v. Ohana
Enterprises, Inc., et.al. pending in the Third Judicial District Court of Salt
Lake County, State of Utah (Civil No. 030805949) (the "Action"). Hudson
Consulting and Simmons, Christmann, Cronshaw, Interactive Ideas, Thomas and
Crawford are parties to the Stock Purchase Agreement dated August 27, 2002 as
the same has been amended by the First Amendment to Stock Purchase Agreement
dated October 10, 2002 (as amended "Stock Purchase Agreement") and the Stock
Pledge Agreement dated August 27, 2002 ("Stock Pledge Agreement"). The Action
was settled by Hudson and the Company on February 20, 2004 for the sum of
$117,000, without either Hudson or Ohana admitting or denying any of the claims
or allegations contained in the Action or otherwise, thereby resolving all
obligations under the Stock Purchase Agreement and releasing all stock pledged
under the Stock Pledge Agreement. The parties executed a mutual general release
which stipulates that all agreements between the parties have been fully
satisfied and that all claims between the Hudson and Ohana parties have been
resolved. The term "Ohana" as used herein specifically excludes Gerard Nolan who
is a party to the Action, but who was not a party to the Release.
Pursuant to the requirement of Section 13 and 15(d) of the Securities
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: February 26, 2004
Ohana Enterprises, Inc.
A Delaware Corporation
By: /s/ Catherine Thompson
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Catherine Thompson
Chief Financial Officer, Secretary