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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ending
December 31, 2002
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____ to ____
Commission file number: 001-07894
OHANA ENTERPRISES, INC. (FKA TORCHMAIL COMMUNICATIONS, INC.)
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-07894 95-2312900
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
2899 Agoura Road, #168, Westlake Village, CA 91361
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(Address of Principal Executive Offices) (Zip Code)
(818) 991-6020
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Registrant's telephone number, including area code
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Check whether the issuer: (1) filed all the reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes ___ No _X_
The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of January 31, 2003 was 13,707,918
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Ohana Enterprises, Inc., a Delaware
corporation, its consolidated entities, and predecessors, unless otherwise
indicated. Unaudited, consolidated interim financial statements including a
balance sheet for the Company as of the quarter ended December 31, 2002, and
statements of operations, and statements of cash flows for the interim period up
to the date of such balance sheet are attached hereto as Pages F-1 through F-4
and are incorporated herein by this reference.
INDEX TO FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheet.........................F-1
Unaudited Statements of Consolidated Operations........................F-2
Unaudited Statements of Consolidated Cash Flows........................F-3
Notes to Unaudited Financial Statements................................F-4
F-1
OHANA ENTERPRISES, INC.
( A Development Stage Company)
UNAUDITED CONSOLIDATED BALANCE SHEET
December 31, 2002
<table>
<caption>
<s> <c>
Unaudited
December 31,
2002
ASSETS
CURRENT ASSETS
Cash & Cash Equivalents -
Other Current Assets $ 8,333
Total Current Assets 8,333
---------
ACQUISITION OF ASSET 217,964
---------
TOTAL ASSETS $ 226,297
=========
LIABILITIES AND SHAREHOLDER'S DEFICIT
CURRENT LIABILITIES
Accounts Payable $ 50,207
Related Party Payables 133,206
Short Term Note Payable 200,000
---------
Total Current Liabilities 383,413
---------
TOTAL LIABILITIES 383,413
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SHAREHOLDER'S DEFICIT
Preferred Stock, $.001 par value, 10,000,000 shares authorized;
issued and outstanding -0- shares -
Common Stock, $.001 par value, 200,000,000 shares authorized;
13,707,918 shares issued and outstanding 15,823
Additional Paid in Capital 110,520
Accumulated Deficit during the development stage (283,459)
---------
Total Stockholder's Deficit (157,116)
---------
TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT $ 226,297
=========
See Notes to Financial Statements.
</table>
F-2
OHANA ENTERPRISES, INC.
( A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<table>
<caption>
<s> <c> <c> <c> <c>
For the Three Months For the Nine Months
Ended Ended
December 31, December 31,
2002 2001 2002 2001
---------- -------- --------- -------
OPERATING EXPENSES
General and Administrative Expenses $ 134,355 10,439 217,472 88,875
Sales and Marketing Expenses 14,210 - 14,490 -
Technology Expenses 27,777 - 35,734 -
TOTAL OPERATING EXPENSES 176,342 10,439 267,696 88,875
---------- -------- --------- -------
LOSS FROM OPERATIONS (176,342) (10,439) (267,696) (88,875)
---------- -------- --------- -------
INTEREST INCOME (EXPENSE) - (252) - (252)
PROVISION FOR INCOME TAXES - - - -
---------- -------- --------- -------
NET LOSS (176,342) (10,691) (267,696) (89,127)
---------- -------- --------- -------
Loss per common share - basic & diluted $ (0.0152) $ (0.0142) $ (0.0419) $ (0.1511)
Weighted Average Common Shares - basic & diluted 11,602,622 755,000 6,392,614 590,000
See Notes to Financial Statements.
</table>
F-3
OHANA ENTERPRISES, INC.
( A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<table>
<caption>
<s> <c> <c>
For the Nine Months
Ended
December 31,
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES -------- -------
Net Income (Loss) $(267,696) $(89,127)
Adjustments to reconcile Net Income (Loss) to
net cash used in operating activities:
Issuance of Common Stock for Services 122,543 46,228
Increase (decrease) in:
Current Assets 5,517
Accounts Payable 30,109 24,692
Related Party Payables 103,375 18,207
NET CASH FLOW FROM OPERATING ACTIVITIES -------- -------
(6,152) -
CASH FLOWS FROM INVESTING ACTIVITIES -------- -------
Increase in Assets from Acquisition
Equity Adjustments from Consolidation (217,964) -
NET CASH FLOW FROM INVESTING ACTIVITIES 24,116
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES (193,848) -
Increase in Notes Payable -------- -------
NET CASH FLOW FROM FINANCING ACTIVITIES
200,000
NET INCREASE (DECREASE) IN CASH -------- -------
200,000
CASH, BEGINNING OF PERIOD -------- -------
- -
CASH, END OF PERIOD
- -
-------- -------
Supplemental Disclosures: $ - $ -
Interest Paid -------- -------
See Notes to Financial Statements.
$ - $ 252
</table> -------- -------
F-4
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1. - PRELIMINARY NOTE
The accompanying condensed financial statements have been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and disclosures normally included in the
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These financial statements reflect
all adjustments which, in the opinion of management, are necessary to present a
fair statement of the results for the periods included. It is suggested that
these financial statements be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-KSB for the
period ended March 31, 2002.
NOTE 2. - BASIS OF PRESENTATION
Ohana Enterprises, Inc., ("Ohana" or the "Company"), is the parent
company of its wholly owned subsidiary, Visual Interviews, Inc. Visual
Interviews provides services and products within the market segment of human
resource professional services and outsourcing.
On October 18, 2002, Virtual Interviews was acquired by Torchmail
Communications, Inc. Subsequent to the acquisition, Torchmail Communications,
Inc. changed its name to Ohana Enterprises, Inc. and Virtual Interviews changed
its name to Visual Interviews, Inc.
In the opinion of management, the accompanying financial statements reflect
all adjustments consisting of normal recurring accruals and one time adjustments
discussed below necessary to present fairly the financial position as of
December 31, 2002 and the results of its operations for the three and nine month
periods ended December 31, 2002 and 2001. Although management believes that the
disclosures in these financial statements are adequate to make the information
presented not misleading, certain information and footnote disclosures normally
included in financial statements that have been prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to the rules and regulations of the Securities Exchange Commission.
The results of operations for the three and nine month periods ended
December 31, 2002 are not necessarily indicative of the results that may be
expected for the full year ending March 31, 2003. The accompanying financial
statements should be read in conjunction with the more detailed financial
statements for the year ended March 31, 2002, and the related footnotes thereto,
filed with the Torchmail Communications, Inc. Information Statement pursuant to
Section 14(c)of the Securities and Exchange Act of 1934.
F-5
NOTE 3. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USES OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
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
reporting period. Actual results could differ from those estimates.
NOTE 4. - LIQUIDITY AND GOING CONCERN
The Company incurred losses for the nine months ended December 31, 2002, of
$267,696 and used cash in operations of $6,152 for the nine months ended
December 31, 2002. Furthermore, at December 31, 2002 the Company had negative
working capital of $375,080 and a stockholders' deficit of $157,116. As a result
of the Company's financial position and results of operations as of March 31,
2002, the Company's certified public accountants expressed substantial
doubt about the Company's ability to continue as a going concern in their
report on the March 31, 2002 financial statements of the Company.
The Company is a development stage company and it cannot be assured
that the results of operations will be sufficient to sustain its operations.
Accordingly, there is substantial doubt regarding the Company's ability to
continue as a going concern. The Company is pursuing additional capital to meet
future financial obligations, but may not be able to do so. Should the Company
not be able to raise additional financing or implement its business plan and
generate sufficient cash flows from operations, it may have to curtail
operations. The financial statements do not include any adjustments that may
be necessary if the Company is unable to continue as a going concern.
NOTE 5. - ACQUISITION OF VIRTUAL INTERVIEWS
On October 18, 2002, Torchmail Communications, Inc. consummated the
acquisition of one hundred percent (100%) of the outstanding common stock of
Virtual Interviews, a Nevada corporation ("VI") in exchange for the issuance of
an aggregate of 9,384,543 shares of the Company's common stock to the former VI
shareholders. This acquisition resulted from the Company's efforts over a period
of time to locate an existing business or business assets with which the Company
could enter into a merger or acquisition.
As part of the consideration for the acquisition, the Company assumed
the obligations of certain VI shareholders to Hudson Consulting Group, Inc.
("Hudson"), a shareholder of the Company, pursuant to a $200,000 note payable to
Hudson (the "Note Payable"). The Note Payable represents payments due to Hudson
by Isaac P. Simmons, Kathryn A. Christmann, Gerard Nolan, David Cronshaw,
Interactive Ideas Consulting Group, Jonathan Thomas and Phillip Crawford, all
former shareholders of VI (the "Purchasers") pursuant to the Purchasers'
acquisition of 2,811,900 shares of the Company's common stock representing 79.8%
of all then- issued and outstanding common stock of the Company. The Purchasers
acquired the shares pursuant to a Stock Purchase Agreement entered into between
Purchasers and Hudson. Payment of the Note Payable is secured by a Stock Pledge
Agreement for two-thirds of the shares transferred to Purchasers and two-thirds
of the 9,384,543 shares of the Company's common stock issued to the VI
shareholders (including the Purchasers) in the acquisition of VI referenced
above. The Note Payable calls for a payment of $100,000 on or before the 120th
day following the closing of the Hudson stock purchase (the "Closing") and an
additional payment of $100,000 on or before the 180th day following the Closing.
F-6
After the Closing, the former VI shareholders owned an aggregate of
12,196,443 shares, or 93.39%, of the Company's common stock.
As provided in the Acquisition Agreement, all but one of the Company's
Directors resigned at the Effective Date, and four VI Directors and
shareholders, Catherine Thompson (who also serves as VI's Chief Financial
Officer), Gerard Nolan (who also serves as VI's Chief Executive Officer), David
Cronshaw and Michael Avatar, were elected to serve on the Company's Board of
Directors. Mr. Nolan was also elected to serve as President and Chief Executive
Officer of the Company, and each of the executive officers of VI were elected as
executive officers of the Company.
For accounting purposes, the acquisition was recorded as a purchase
business combination with Ohana Enterprises as the nominal acquirer and Visual
Interviews as the nominal acquiree. For financial reporting purposes the
retained deficit of the acquiree is carried forward in the equity section of the
consolidated balance sheet.
NOTE 6. - SUPPLEMENTAL CASH FLOW INFORMATION
The Company issued 800,000 shares of common stock in lieu of cash to
outside consultants for consulting services performed through January 31, 2003.
The resulting expense to the Company was $50,000; $8,333 is prepaid for the
month of January 2003.
Additionally, the Board of Directors has approved the issuance of 1,000,000
shares to management for consulting services performed through December 31,
2002. These shares have not yet been issued. The resulting expense to the
Company was $100,000.
NOTE 7. - CURRENT LIABILITIES
ACCOUNTS PAYABLE
As of December 31, 2002, the Company owes $ 50,207 in accounts payable.
This includes $17,500 carried on the books for an obsolete debt accrued for
Postlewaite & Netterville Accounting incurred during the ERLY Industries
bankruptcy. Hudson Consulting has indemnified Purchasers against this amount.
Other balances outstanding include $26,189.50 owed to Silicon Valley Law Group
and $ 2,953.44 owed to Jones Simkins LLP for Professional Services rendered.
RELATED PARTY PAYABLES
As of December 31, 2002, the Company owes $ 100,000 in accrued liabilities
for consulting services rendered by management. The entire amount of $100,000
is payable in the Company's common stock according to contract. The
number of common shares to be issued will be 1,000,000. The effect on the
financials will be an increase in common stock, par value $ .001, of $ 1,000 and
an increase in additional paid-in-capital of $ 99,000.
The Company also owes a total of $33,206 to management and consultants as
reimbursement for expenses incurred during the development phase of operations.
These are non-interest bearing obligations of the Company.
F-7
SHORT TERM NOTES PAYABLE
The Company assumed the obligations of certain VI shareholders to Hudson
Consulting Group, Inc.("Hudson"), a shareholder of the Company, pursuant to a
$200,000 note payable to Hudson (the "Note Payable"). The Note Payable calls
for a payment of $100,000 on or before the 120th day following the closing of
the Hudson stock purchase (the "Closing") and an additional payment of $100,000
on or before the 180th day following the Closing. The full balance of the
$200,000 is outstanding as of December 31, 2002.
NOTE 8. - STOCKHOLDERS' EQUITY
SOURCES
As of December 31, 2002, sources of equity are as follows:
9,384,543 Shares issued to VI shareholders pursuant to the Stock
Purchase Agreement and Plan of Reorganization by and between
Torchmail Communications, Inc. and the shareholders of VI.
2,811,900 Shares Purchased from Hudson Consulting Group, Inc.
400,000 Shares retained by Hudson Consulting Group Inc. and prior
management of Torchmail Communications, Inc.
311,475 Shares in public float as of December 31, 2002 according to
Standard Registrar and Transfer Company, Inc.
800,000 Shares issued to outside consultants
13,707,918 Total Shares Issued and Outstanding
F-8
NOTE 9. - EARNINGS PER SHARE
The following data shows amounts used in computing earnings per share and
the effect on income and the weighted average number of shares of dilutive
potential common stock.
Three Months Ended December 31, 2002 2001
================================================================================
Numerator:
Numerator for diluted and basic earning per
share -
net loss attributable to common stockholders (176,342) (10,691)
- --------------------------------------------------------------------------------
Denominator:
Denominator for diluted and basic earning per
share -
weighted average shares outstanding 11,602,622 755,000
- --------------------------------------------------------------------------------
Earnings per common share:
Basic and Diluted $ (0.0152) $ (0.0142)
Nine Months Ended December 31, 2002 2001
================================================================================
Numerator:
Numerator for diluted and basic earning per
share -
net loss attributable to common stockholders (267,696) (89,127)
- --------------------------------------------------------------------------------
Denominator:
Denominator for diluted and basic earning per
share -
weighted average shares outstanding 6,392,614 590,000
- --------------------------------------------------------------------------------
Earnings per common share:
Basic and Diluted $ (0.0419) $ (0.1511)
The Company does not have any options or warrants outstanding as of December 31,
2002 and 2001.
F-10
NOTE 10. - SUBSEQUENT EVENTS
1) In January 2003 the Company notified Hudson Consulting Group, Inc. of its
intent to offset payments due under the Stock Purchase Agreement due to
certain alleged misrepresentations and omissions made by Hudson in the
Agreement.
2) The Company accepted investment of $25,000 on January 20, 2003 for 200,000
shares of Common Stock. These shares have not yet been issued as of
February 12, 2003.
3) Ohana Enterprises, Inc. (OHNA) commenced trading on the OTC:BB on January
30, 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING THE
COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE STRATEGIES THAT ARE
SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS", "BELIEVES", OR
SIMILAR LANGUAGE. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS, UNCERTAINTIES
AND OTHER FACTORS. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE
BASED ON INFORMATION AVAILABE TO THE COMPANY ON THE DATE HEREOF AND SPEAK ONLY
AS OF THE DATE HEREOF. THE FACTORS DISCUSSED BELOW UNDER "RISK FACTORS" AND
ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-QSB ARE AMONG THOSE FACTORS THAT
IN SOME CASES HAVE AFFECTED THE COMPANY'S RESULTS AND COULD CAUSE THE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS.
PLAN OF OPERATION
As used herein the term "Company" refers to Ohana Enterprises, Inc. a
Delaware corporation, its consolidated entities, and its predecessors, unless
the context indicates otherwise. The Company emerged from bankruptcy on August
21, 1999 as Erly Industries, Inc. On January 24, 2001 Erly Industries, Inc. re-
domiciled from California to Delaware and changed its name to Torchmail
Communications, Inc. On October 18, 2002, Torchmail Communications, Inc. (the
"Company") consummated the acquisition of one hundred percent (100%) of the
outstanding common stock of VI in exchange for the issuance of an aggregate of
9,384,543 shares of the Company's common stock to the former VI shareholders.
This acquisition resulted from the Company's efforts over a period of time
to locate an existing business or business assets with which the Company
could enter into a merger or acquisition. On December 10, 2002 Torchmail
Communications, Inc. changed its name to Ohana Enterprises, Inc. in
association with the change in control and acquisition of VI. Ohana
Enterprises, Inc. is a holding company with no operations. VI is a wholly-
owned subsidiary of Ohana, and is the only operational business within Ohana.
2
VI is an emerging business that has been in operation since November 2000.
VI uses the latest in on-demand streaming video technology, professional
interviewers and physical offices to deliver job candidate interviews to a
hiring manager's computer anytime, anywhere.
VI's mission is to accelerate and standardize the interviewing and hiring
process. This is achieved through a unique blending of reliable technology and
innovative collaborative web services with a proven global infrastructure of
offices and existing service providers. VI has developed a product and service
strategy within a rapidly growing business and investment segment. VI'S Web-
based products are targeted for hiring managers, recruiters, staffing and search
agencies. By outsourcing the interviewing process, companies will be able to
screen more candidates and reach a consensus faster than ever before.
VI has market and product plans for an integrated suite of product and
service offerings. These are all positioned within a tactical product
deployment schedule. During the first six months, the "Visual Interview" product
and North American deployment will be the primary thrust and will be
distributed through strategic partners. Sales will be conducted both through
strategic partners to their existing client base and via a small direct
sales force targeting several key Global 2000 companies. Management anticipates
that subsequent service and product introductions synergistic to the initial
offering will be incrementally launched commencing 90 days after initial
product deployment. These new products may include: a premium extended
interactive interview, a "Visual Resume" for mass market sales and a
corporate tool for leadership planning.
3
Results of Operations
Three and Nine Months Ended December 31, 2002 Compared To Three and Nine
Months Ended December 31, 2001
Revenues. The Company did not generate any revenue in the three and nine
months ended December 31, 2002 and 2001. Prior to the acquisition of VI in
October 2002, the Company focused on locating and acquiring an operating
business. Since the October 2002 acquisition, its focus has been on the
creation of an infrastructure and development of the VI suite of products. The
Company is a development stage company.
General and Administrative Expenses. General and administrative expenses
in the three and nine months ended December 31, 2002 were $134,355 and $217,472,
respectively, an increase from $10,439 and $88,875 for the respective three and
nine month periods ended December 31, 2001. The increases were due primarily
to expenses incurred in the development of an infrastructure subsequent to the
October 2002 acquisition of VI.
Sales and Marketing Expenses. The Company's sales and marketing expenses
for the three and nine months ended December 31, 2002 equaled $14,210. The
Company did not incur sales and marketing expenses during the three and nine
months ended December 31, 2001, as it did not have an operating business. The
expenses for 2002 represent initial creation and implementation of a marketing
plan for the VI suite of products.
Technology Expenses. The Company had technology expenses of $27,777 and
$35,734 for the three and nine months, respectively, ended December 31, 2002.
No technology expenses were incurred during 2001.
Interest Income and Expense. The Company incurred interest expense of $252
during the three and nine months ended December 31, 2001. No interest expense
was incurred in the year ended December 31 2002.
Net Loss. As a result of the foregoing factors, the Company's net loss
increased to $176,342 and $267,696, respectively, for the three and nine months
ended December 31, 2002, compared to a net loss of $10,691 and $89,127,
respectively, for the three and nine months ended December 31, 2001. However,
due to an increase in the weighted average shares outstanding, net loss per
share decreased to $0.015 and $0.042 for the respective three and nine month
periods ended December 31, 2002, from $0.014 and $0.15 for the respective three
and nine months periods ended December 31, 2001.
Liquidity and Capital Resources
The Company's operating plan for calendar year 2003 is focused on the
marketing and sale of the VI suite of products. Management estimates that a
cash requirement of $1.4 million is required to support this plan for the next
12 months. Management anticipates that this cash will be derived from
operations and from outside sources of capital. The Company anticipates that
sales of its products will commence in the near future; however, to date no
revenues have been received from operations. The Company is actively seeking
funding to support its operations; however, only limited funding has been raised
to date. There can be no assurance that such financing will be available at
terms favorable to the Company or at all.
These conditions give rise to substantial doubt about the Company's ability
to continue as a going concern. The consolidated financial statements do not
include adjustments relating to the recoverability and classification of
reported asset amounts or the amount and classification of liabilities that
might be necessary should we be unable to continue as a going concern. The
Company's continuation as a going concern is dependent upon its ability to
generate cash flow from operations and to obtain additional financing, as may be
required, and ultimately to attain profitability.
The report of the Company's independent certified public accountants,
included in its Annual Report on Form 10-KSB for the year ended March 31, 2002,
contains a paragraph regarding the Company's ability to continue as a going
concern.
CONTROLS AND PROCEDURES
On February 20, 2003, management concluded its evaluation of the
effectiveness of the company's disclosure controls and procedures. As of that
date, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company maintains effective disclosure controls and
procedures that ensure information required to be disclosed in the company's
reports under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Specifically, the disclosure controls and procedures assure that
information is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. There
have been no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
management's evaluation.
4
PART II - OTHER
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Name of Exhibit
----------- ---------------
99.1 Certification
(b) REPORTS ON FORM 8-K. On October 31, 2002, we filed a Current Report
on Form 8-K, reporting under Items 1 and 2 thereof the acquisition
of VI.
5
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized, this 25th day of February, 2003.
OHANA ENTERPRISES, INC.
/s/ Gerard A. Nolan February 25, 2003
----------------------------------------------------------------------
Gerard Nolan, President CEO
President CEO
/s/ Catherine Thompson February 25, 2003
----------------------------------------------------------------------
Catherine Ann Thompson, Secretary CFO
CFO
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
- ------- ---- -------------
99.1 * Certification
6
================================================================================
CERTIFICATION
I, Gerard Nolan, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Ohana Enterprises,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we
have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 25, 2003
/s/ Gerard A. Nolan
------------------------
Chief Executive Officer
7
================================================================================
CERTIFICATION
I, Catherine Ann Thompson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Ohana
Enterprises, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a - 14 and 15d - 14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: February 25, 2003
/s/ Catherine Thompson
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Chief Financial Officer
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