SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended
December 31, 2004

Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____ to ____

Commission file number: 001-07894

VINOBLE, INC. (FKA OHANA ENTERPRISES, INC.)
(Exact Name of Registrant as Specified in Its Charter)

Delaware 95-2312900
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

23852 Pacific Coast Hwy, #167 90265
(Address of Principal Executive Offices) (Zip Code)

(310) 456-3199
(Registrant's telephone number, including area code)

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 _X_ No __

The number of outstanding shares of the issuer's common stock,
$0.001 par value, as of February 14, 2005 was 17,405,000.
The Company effected a 500 for 1 reverse split
of its common shares on November 19, 2004.
All share numbers in this Report on Form 10QSB
have been adjusted accordingly.

Transitional Small Business Disclosure Format (Check one): Yes __ No _X_

VINOBLE, INC.

INDEX

PART I - FINANCIAL INFORMATION F-1

ITEM 1. FINANCIAL STATEMENTS F-1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 1
ITEM 3. CONTROLS AND PROCEDURES 12

PART II - OTHER INFORMATION 12

ITEM 1. LEGAL
PROCEEDINGS 12
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13

SIGNATURES 13

CERTIFICATIONS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

(a) Condensed Financial Statements

Page
----

Condensed Balance Sheets (Unaudited) as of June 30 and December 31, 2004 F-1

Condensed Statements of Operations (Unaudited) For the Three and Six Months F-2
Ended December 31, 2003 and 2004, and from Inception (July 1, 2001) to
December 31, 2004

Condensed Statements of Cash Flows (Unaudited) For the Six Months Ended F-3
December 31, 2003 and 2004, and from Inception (July 1, 2001) to December
31, 2004

Notes to Condensed Financial Statements F-4

Vinoble, Inc.
(A Development Stage Company)
Condensed Balance Sheets

June 30, December 31,
2004 2004
---------------- -------------
(Unaudited)
CURRENT ASSETS

Cash $ - $ -
Prepaid expenses 302,582 391,667
Deferred acquisition cost - 235,246
Other assets 384 384
---------------- -------------

TOTAL ASSETS $ 302,966 $ 627,297
================ =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued liabilities $ 191,650 $ 224,577
Accrued liabilities - related parties 148,367 26,455
Bank overdraft 14 57
Notes payable with accrued interest 41,926 -
Note payable with accrued interest - Interactive Ideas Consulting Group 161,192 167,645
---------------- -------------

Total Current Liabilities 543,149 404,934
---------------- -------------

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 10,000,000 shares authorized
Issued and outstanding: nil
Common stock, $0.001 par value, 400,000,000 shares authorized; 150,571
and 4,405,000 shares respectively, issued and
outstanding 151 4,405
Additional paid-in capital 4,224,665 6,268,700
Stock subscription receivable - (446,200)
Treasury stock, 1,620 shares - (810)
Accumulated deficit (4,464,999 (5,617,532)
---------------- -------------

Total Stockholders' Equity (Deficit) (240,183) 222,363
---------------- -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 302,966 $ 627,297
================ =============

The accompanying notes are an integral part of these financial statements.

F-1

Vinoble, Inc.
(A Development Stage Company)
Condensed Statements of Operations

From Inception
Three Months Ended Six Months Ended (July 1, 2001)
December 31, December 31, to December 31,
2003 2004 2003 2004 2004
--------- --------- ---------- ----------- ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

General and administrative
expenses $ 158,158 $ 989,456 $ 360,346 $ 1,235,542 $ 5,124,708
---------- --------- ---------- ----------- ------------

Loss from operations (158,158) (989,456) (360,346) (1,235,542) (5,124,708)
---------- --------- ---------- ----------- ------------
Other income and expenses
Gain from extinguishments of
debt - - - - 83,000
Gain from settlement of
lawsuit - - - 90,415 90,415
Interest expense - (3,398) - (7,406) (11,300)
--------- --------- ---------- ----------- ------------
Net Loss from continuing
operations (158,158) (992,854) (340,346) (1,152,533) (4,962,592)
after other income:

Discontinued operations
Loss on operations of Visual
Interviews, Inc., less
applicable taxes (3,506) - (65,624) - (381,916)

Loss on disposal of Visual
Interviews, Inc., less
applicable taxes - - - - (73,025)
--------- --------- ---------- ----------- ------------
(161,664) (992,854) (425,969) (1,152,533) (5,417,533)
Provision for loss on related
parties notes receivable - - - - (200,000)
--------- --------- ---------- ----------- ------------

Net loss $(161,664) $(992,854) $ (425,969) $(1,152,533) $ (5,617,533)
========= ========= ========== =========== ============

Basic weighted average
number of common
shares outstanding 45,727 1,345,843 37,406 713,226
========= ========= ========== ===========

Net loss per common
share Basic $ (3.54) $ (0.74) $ (11.39) $ (1.62)
========= ========= ========== ===========

The accompanying notes are an integral part of these financial statements.

F-2

Vinoble, Inc.
(A Development Stage Company)
Condensed Statements of Cashflows

From Inception
(July 1, 2001)
Six Months Ended to December
December 31, 31,
2003 2004 2004
----------- ------------ ------------
(Unaudited) (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (425,969) $ (1,152,533) $(5,617,533)
Adjustments to reconcile net loss to net
provided by operating activities
Non-cash adjustments:
Effect of merger - - (27,717)
Provision for loss on receivable
received in merger - - 200,000
Issuance of stock for services 651,025 1,407,306 5,378,838
Gain from extinguishments of debt - - (83,000)
Gain from settlement of lawsuit - (90,415) (90,415)
Issuance of stock for Accrued
liabilities - related parties - 175,034 175,034
Issuance of stock for Notes payable
with accrued interest - 42,371 42,371
Issuance of stock for Subscription
receivable - 13,184 13,184
Changes in:
Accounts receivable (491) - (384)
Prepaid expenses (309,272) (89,084) (311,666)
Deferred cost of acquisition - (235,246) (235,246)
Accounts payable and accrued
liabilities 47,430 32,925 228,470
Accrued liabilities - related
parties (26,714) (121,912) 26,455
Accrued Interest - 3,752 3,752
----------- ------------ ------------

NET CASH USED BY OPERATING
ACTIVITIES (63,991) (14,618) (297,857)
----------- ------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft - 57 57
Payment received on subscription
receivable 40,000 53,800 132,902
Offering costs - - (3,102)
Notes payable - (39,225) 160,000
Proceeds from sale of common stock - - 125,000
Payment on Note payable - Hudson
Consulting - - (117,000)
----------- ------------ -----------

NET CASH PROVIDED BY FINANCING
ACTIVITIES 40,000 14,632 297,857
----------- ------------ -----------

NET CHANGE IN CASH (23,991) 14 -

Cash, beginning of period 25,190 (14) -
----------- ------------ -----------

Cash, end of period $ 1,199 $ - $ -
=========== ============ ===========

SUPPLEMENAL SCHEDULE OF NON-CASH INVESTING
ACTIVITIES:

Issuance of common stock for
services $ 254,961 $ 828,681
=========== ============

Issuance of common stock for
prepaid services $ 396,064 $ 577,500
=========== ============

The accompanying notes are an integral part of these financial statements.

F-3

Vinoble, Inc.
(A Development Stage Company)
Notes to Unaudited Financial Statements

1. ORGANIZATION AND BUSINESS

Vinoble, Inc. ("Vinoble" or the "Company"), a Delaware corporation, is in the
development stage, as defined in Financial Accounting Standards Board Statement
No. 7. The Company's year end is June 30.

The Company has focused efforts on identifying and evaluating business
opportunities for acquisition or merger to provide long-term growth for its
shareholders. Vinoble has entered into non-binding agreements for the
acquisition of certain businesses and assets that would provide assets and
operations to Vinoble. The Company is pursuing acquisitions of businesses or
assets to create a comprehensive security company doing business in the Security
Services and Homeland Security sectors. On December 29, 2004, Vinoble entered
into non-binding agreements for the acquisition of Secure Enterprises Software,
Inc. ("SES"), Inc. and the acquisition of 100% of the assets of MSI.
(See Note 7: SUBSEQUENT EVENTS).

SES is a consulting firm offering a full suite of information security services
ranging from IT-based security assessments and penetration testing to policy
development and secure architecture design. As part of its compliance programs,
SES utilizes its information security lifecycle methodology to provide
professional security consulting services aimed at helping its clients comply
with Health Insurance Portability and Accountability Act (HIPAA),
Gramm-Leech-Biley (GLB), SB-1386, Government Information Security Reform Act
(GIRSA), Sarbanes-Oxley and other legislative enactments.

SES sells its products and services through a channel partners program and a
direct sales effort. SES' largest channel partner is Verizon, who has over 800
sales representatives selling information security services to their nationwide
client base. SES also has other smaller channel partners: Sobel, The Steel
Foundation, Baker Street Associates, and Vytek.

MSI is an established 29 year old business located in Stony Brook, New York,
which offers physical security services in the retail sector of the security
business. The company offers a range of services designed to protect clients'
physical infrastructure, property and personnel. MSI has been providing
protective services to the Estee Lauder family for over 29 years.

F-4

Vinoble, Inc.
(A Development Stage Company)
Notes to Unaudited Financial Statements

1. ORGANIZATION AND BUSINESS (Continued)

On December 29, 2004, Vinoble entered into a nonbinding MOU with Millennium
Protective Services, to assist Vinoble and MSI in its relocation plans. However,
the Company has made no progress with Millennium to reach a definitive agreement
nor does it believe that an agreement can be made at this time. Unless both
parties reach a mutual understanding for relocation and management services of
MSI on behalf of Vinoble, Vinoble will continue its efforts to find a new
corporate and operational facility in or near the New York City area.

Vinoble is continuing its due diligence on another acquisition candidate, which
is not a security related company. The business is a leader in a niche market
and has the potential to contribute significant asset value to Vinoble. Vinoble
intends to continue to seek and identify opportunities that will enhance the
Company's strategy.

There can be no assurance that the results of the due diligence will be
satisfactory or that the acquisitions will be consummated, or that if
consummated, the businesses will be successfully integrated into the Company's
operations.

2. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been derived from the
accounts of Vinoble, Inc. The financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance with the instructions for Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States.

In the opinion of management, the unaudited interim financial statements for the
three and six month periods ended December 31, 2004, are presented on a basis
consistent with the audited financial statements and reflect all adjustments,
consisting only of normal recurring accruals, necessary for fair presentation of
the results of such period. The results for the three and six months ended
December 31, 2004 are not necessarily indicative of the results of operations
for the full year ending June 30, 2005. These unaudited financial statements
should be read in conjunction with the audited financial statements and notes
thereto included in the Company's Annual Report on Form 10-KSB for the year
ended June 30, 2004.

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements. Actual results may differ from those estimates.

F-5

Vinoble, Inc.
(A Development Stage Company)
Notes to Unaudited Financial Statements

3. DEFERRED ACQUISITION COST

As of December 31, 2004, the Company has accumulated $235,246 in acquisition
costs. The amount includes costs paid to consultants for services provided and
to be provided in relation to the acquisition and inspection fees. The Company
issued, and the consultants agreed to accept in lieu of cash, an aggregate of
453,882 shares of common stock, par $.001, on a post-split basis as payment for
these services. Additionally, the Company has paid $4,145 in cash for inspection
fees in connection with one of the acquisitions.

4. RELATED PARTY PAYABLES

As of December 31, 2004, the Company owes a total of $26,455 to management and
consultants as reimbursement for expenses incurred during the development phase
of operations. Included in this amount is $10,000 owed to Isaac Simmons and
Kathyrn A. Christmann, parents of Catherine Thompson, as reimbursement for legal
fees paid in the litigation against Hudson Consulting Group, Inc.

Additionally, Vinoble agreed to reimburse Ms. Thompson for out of pocket
expenses incurred on behalf of Vinoble since inception in the amount of
$27,952.03. Ms. Thompson agreed to accept and was issued 163,985 shares of
restricted common stock, par $.001, on a post-split basis, as payment. The
remaining balance of $16,455 is owed to Ms. Thompson for out of pocket expenses
for the period of July 1, 2004 - December 31, 2004.

Per the consulting contract dated August 23, 2004, Ms. Catherine Thompson was to
be paid $110,000 in Company common stock as consideration for her services as
CFO during the period of April 1, 2003 - March 31, 2004. Ms. Thompson agreed to
defer the issuance of the restricted shares relating to $36,300 of the
compensation. During the quarter ended December 31, 2004, Ms. Thompson was
issued 121,000 shares of Vinoble common stock, par $.001, on a post-split basis,
at a value of $ .30 per share. The issuance of those shares reduced the balance
of Accrued liabilities-related parties by $36,300 during this quarter.

5. NOTES PAYABLE WITH ACCRUED INTEREST

The Company obtained financing in the form of a line-of-credit for an amount up
to $15,000, which matured on September 30, 2004. Interest accrued at 12% per
annum and was payable on or before maturity. Per the agreement, the Company, at
its discretion, elected to settle the line-of-credit with the issuance of
restricted common stock at a discount of 30% to the average bid price for the
last 10 days prior to conversion. The outstanding balance on the line-of-credit,
including interest payable, at November 20, 2004, the date of conversion, was
$10,203. The Note was converted into 170,054 shares of restricted common stock,
par $ .001, on December 14, 2004.

6. SUBSCRIPTION RECEIVABLES

On September 14, 2004, the Company executed a Stock Purchase Agreement (the
"SPA") with GarcyCo Capital Corp. ("GCCC"). The SPA calls for the issuance by
the Company of an aggregate of 400,000 shares of common stock, post-split, to
GCCC in consideration of the payment of $500,000 in cash. The Company is to
receive the funds in $50,000 increments each quarter, beginning October 15,
2004. The 400,000 shares will be held in escrow by the Company and delivered on
a pro-rata basis within 10 days of receipt of each installment. All shares are
restricted within the meaning of Rule 144 under the Securities Act and must be
held indefinitely unless subsequently registered or qualified for exemption. The
SPA includes a provision that the purchase price per share, and therefore the
number of shares to be delivered at the time of each installment payment, will
be calculated for each installment at the lesser of: (a) $1.25 on a post-split
basis or (b) a 37.5% discount to the 10 day trailing closing price of the
Company's common stock at the time of each payment. As of December 31, 2004, the
Company had received $50,000 of the first installment due on October 15, 2004
and $3,800 to be applied to the next installment of

F-6

Vinoble, Inc.
(A Development Stage Company)
Notes to Unaudited Financial Statements

6. SUBSCRIPTION RECEIVABLES (Continued)

$50,000 due on March 31, 2005. Upon payment of the installments, the Company
delivered to GCCC 85,257 shares in aggregate from the 400,000 held in escrow.
Per the terms of the agreement, the aforementioned issuance caused a deficit in
the escrow account of 42,226 shares. GCCC requested that the additional shares
be issued to be held in the escrow account in order to maintain the value
established by the agreement. Post-split, an additional 42,226 shares of
restricted common stock, par $ .001, were issued on December 14, 2004 and are
being held in escrow.

7. SUBSEQUENT EVENTS

On February 11, 2005, Vinoble entered into an Agreement and Plan of
Reorganization with GarcyCo Capital Corp. (GCCC) which will facilitate the
Company's acquisition plan. The Agreement provides that Vinoble will acquire
from GCCC certain property and businesses and in consideration, GCCC shall
receive 12,500,000 shares of Vinoble's Common Stock which will be used for the
purposes of acquiring additional businesses and assets as identified by GCCC and
Vinoble. GCCC shall have two years to meet all of the obligations under the
Agreement. Should GCCC fail to meet any or all of its commitments, then GCCC
shall be required to forfeit the pro-rata balance of the 12,500,000 shares of
Common Stock issued by Vinoble. Additionally, GCCC is to be issued 100 shares of
non-revocable, Vinoble Series A Convertible Preferred Stock and 100 shares of
non-revocable, Vinoble Series B Preferred Stock. The Series A Convertible
Preferred Stock shall convert into 50.1% of Vinoble's Common Stock at time of
conversion. Time of conversion shall be determined at the sole discretion of the
shareholder of record. The Series A Convertible Preferred Stock shall have one
vote per share until said shares are retired at time of conversion. The Series B
Convertible Preferred Stock shall convert into Common Stock at a ratio of 1 for
1. Time of conversion shall be determined at the sole discretion of the
shareholder of record. Each share of Series B Convertible Preferred Stock shall
be entitled to 1,000,000 votes until such shares are converted into Common
Stock.

Further, in relation to the Company's plan of reorganization, the Company
appointed Mr. Joseph Lively as CEO and Thomas Welch as Vice-President of
Operations and COO, effective February 11, 2005. Mr. Lively, a business
executive and attorney, brings over 16 years experience analyzing and creatively
solving both legal and business problems. Prior to private practice, Mr. Lively
was president and COO of Alcohol Sensors International, Ltd. where he was
recruited by the owner to turnaround the company as it was emerging from
bankruptcy protection. Mr. Lively managed all operational aspects of the
business including sales and marketing, product development, distribution,
public and investor relations, budgeting, and human resources. Mr. Lively also
was an associate member of the law firm Lysaght, Lysaght & Kramer, a 32 attorney
general practice law firm. Prior to his career in the private sector, Mr. Lively
was a Police Officer for the New York Police Department in Midtown Manhattan,
New York City, New York.

Mr. Welch has over 22 years in the information systems and security business,
seventeen of which he served as President and CEO of Welch and Welch
Investigations, Inc., a security and investigation firm, licensed in New York
and New Jersey. He is also presides over Secure Enterprise Software, Inc., an
information security consultancy firm and WISE Learning Solutions, Inc., a
security education company, specializing in eLearning solutions. He has also
served as CIO and CSO of Paradigm4, a wireless systems integration company and
was the lead designer of Public Safety related applications for SHL Systemhouse.
Prior to his career in the private sector, Mr. Welch was a Crime Analyst for the
City of Orange, New Jersey and a Public Safety Officer (cross-trained Police
Officer and Firefighter) for the City of Coconut Creek, Florida. He attended
Florida Atlantic University and has advanced training in computer crime
investigations and computer forensics. Mr. Welch is a Certified Information
System Security Professional (CISSP), Certified Protection Professional (CPP),
Certified Information Systems Auditor (CISA), Certified Information Security
Manager (CISM) and Certified Fraud Investigator (CFI). Mr. Welch is an author
and frequent lecturer on computer security topics, including computer crime
investigation and computer forensics.

F-7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF 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 AVAILABLE TO THE COMPANY ON THE DATE
HEREOF AND SPEAK ONLY AS OF THE DATE HEREOF. THE FACTORS DISCUSSED BELOW UNDER
"FORWARD-LOOKING STATEMENTS" AND ELSEWHERE IN THIS QUARTERLY REPORT ON FORM
10-QSB AND IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED JUNE
30, 2004, 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.

The following discussion should be read in conjunction with the condensed
financial statements and notes thereto.

PLAN OF OPERATION

BACKGROUND

The Company emerged from bankruptcy on August 21, 1999 as Erly Industries,
Inc. On January 24, 2001, Erly Industries, Inc. changed its domicile from
California to Delaware and changed its name to Torchmail Communications, Inc. On
October 18, 2002, the Company consummated the acquisition of 100% of the
outstanding common stock of Visual Interviews, Inc., a Nevada corporation ("VI")
in exchange for the issuance of an aggregate of 18,769 shares of the Company's
common stock on a post-split basis 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, the Company changed
its name to Ohana Enterprises, Inc. in association with the change in control
and acquisition of VI. Ohana Enterprises, Inc. was a holding company with no
operations. VI was a wholly-owned subsidiary of the Company, and was the only
operational business within the Company. However, the VI business plan required
significant operating expenses in order to develop and expand its business
model, its technology and its operations, as well as to respond to unanticipated
competitive pressures. VI did not have a source of operating capital as it was
still in the development stage. In October 2003, the Company suspended the
development and operations of VI and began to pursue potential opportunities for
acquisition or merger that would contribute an operating business to Ohana.

After an extensive review and consideration of available opportunities, on
April 1, 2004, the Company acquired 100% of the issued and outstanding common
stock of RestauranTech ("RestauranTech") from its parent company, Interactive
Ideas Consulting Group ("IICG"), in consideration for the issuance to IICG of an
aggregate of 3,400 shares of the Company's Series A Convertible Preferred Stock
(the "Series A Preferred Stock"). An additional 1,000 of Series A Preferred
Stock was to be issued for services in connection with the acquisition. The
Series A Preferred Stock was intended to be convertible into common stock at a
ratio of 100 shares of common stock for every one share of Series A Preferred
Stock. Neal Weisman, a shareholder of the Company, was the former president and
a former shareholder of IICG. At April 1, 2004, the Company had an aggregate of
126,834 shares of common stock outstanding on a fully-diluted, post-split,
basis. Therefore, if IICG had converted all of the Series A Preferred Stock
issuable on that date, it would have owned and controlled 77.62% of the
Company's fully-diluted common stock and 77.62% of the Company's outstanding
common stock calculated pursuant to Rule 13d-3(d)(1)(B) of the Securities
Exchange Act of 1934.

Subsequent to the closing of the acquisition of RestauranTech, certain
differences in strategic direction for the organization and other issues arose
which caused the Company and IICG to mutually rescind the transaction on May 27,
2004. The Series A Preferred Stock had not been issued, and the Board of
Directors rescinded the resolution authorizing its issuance. The Rescission
Agreement required the Company to clear certain outstanding balances and
reimburse certain expenses of IICG incurred in connection with the acquisition.
This obligation is evidenced by a

Convertible Promissory Note in the principal amount of $160,000 (the "Note").
The Note bears interest at the rate of 8% per annum and is due and payable in
full on or before May 26, 2005. The Note requires that certain installment
payments be made to IICG contingent upon the receipt of certain funding levels
by the Company. If the Company receives $100,000 - $250,000 in funding during
the term of the Note, the Company is required to pay 20% of those funds toward
the amounts owing on the Note. If the Company receives $250,001 - $500,000
during the term of the Note, the Company is required to pay 25% of those funds
toward the amounts owing on the Note. If the Company receives funding of an
amount greater than $500,000, it is required to pay the full amount of principal
and interest owing on the Note. The Note is convertible into the Company's
common stock after January 2, 2005, at a conversion price equal to the closing
bid price for the Company's common stock on the date prior to the date of notice
of conversion. Conversion is automatic at maturity if IICG does not request
conversion earlier and if there is no event of default. The shares would be
issued as restricted common stock but would have piggy-back registration rights.
To date, IICG has not elected to convert the Note.

Since June 2004, the Company has renewed its search for an operating business or
assets for acquisition. This search gained momentum in September 2004, due in
part to the consummation of a significant investment in the Company by a
strategic partner. On September 14, 2004, the Company executed a Stock Purchase
Agreement (the "SPA") with GarcyCo Capital Corp. ("GCCC"). The SPA calls for the
issuance by the Company of an aggregate of 400,000 shares of common stock,
post-split, to GCCC in consideration of the payment of $500,000 in cash. The
Company is to receive the funds in $50,000 increments beginning October 15, 2004
and continuing each calendar quarter from and after March 15, 2005. The 400,000
shares will be held in escrow by the Company and delivered on a pro-rata basis
within 10 days of receipt of each installment. All shares are restricted within
the meaning of Rule 144 under the Securities Act and must be held indefinitely
unless subsequently registered or qualified for exemption. The SPA includes a
provision that the purchase price per share, and therefore the number of shares
to be delivered at the time of each installment payment, will be calculated for
each installment at the lesser of: (a) $1.25 on a post-split basis or (b) a
37.5% discount to the 10 day trailing closing price of the Company's common
stock at the time of each payment. As part of the consideration for the SPA,
GCCC has the right to elect one Board Member and agreed to retain Catherine
Thompson and Michael Avatar on the Board of Directors and as consultants through
the next fiscal year, ending June 30, 2005. GCCC has designated Joseph Lively as
its representative on the Board of Directors and his appointment became
effective on February 11, 2005. At September 14, 2004, the Company had an
aggregate of 305,108 shares of common stock outstanding on a fully-diluted
basis, post-split. Based on the price of the Company's common stock at that
date, GCCC would own and control approximately 56.73% of the Company's
fully-diluted common stock and 56.73% of the Company's outstanding common stock
calculated pursuant to Rule 13d-3(d)(1)(B) of the Securities Exchange Act of
1934. As of the date of this filing the Company has received a total of $53,800
from GCCC (including an advance of $3,800 towards the March 15th installment),
and has delivered 85,257 shares of common stock from escrow valued at an average
price of $0.63 per share. Per the terms of the agreement, the aforementioned
issuance caused a deficit in the escrow account of 42,226 shares. GCCC requested
that the additional shares be issued to be held in the escrow account in order
to maintain the value established by the agreement. Post-split, an additional
42,226 shares of restricted common stock, par $ .001, were issued on December
14, 2004 and are being held in escrow. The total balance of 356,969 shares,
post-split, is currently being held in escrow.

The principals of GCCC are assisting in finding acquisition candidates for
the Company, structuring such acquisitions and effecting a transition to
corporate growth. GCCC and Vinoble believe that the timing is right to
capitalize on the dramatic growth in the security market by delivering highly
valuable professional services, security products, security training and managed
security services. The principals of GCCC have numerous contacts in this
industry and as such, they have identified a number of acquisition targets to
assist Vinoble in building a comprehensive security company.

As part of this strategy, the Company has entered into an Agreement and Plan of
Reorganization with GCCC which will facilitate the Company's acquisition plan.
The Agreement provides that Vinoble will acquire from GCCC certain property and
businesses and in consideration, GCCC shall receive 12,500,000 shares of
Vinoble's common stock which will be used for the purposes of acquiring other
businesses and assets as identified by GCCC and Vinoble. GCCC shall have two
years to meet all of the obligations under the Agreement. Should GCCC fail to
meet any or all of its commitments, then GCCC shall be required to forfeit the
pro-rata balance of the 12,500,000 shares of Common stock issued by Vinoble.
Additionally, GCCC is to be issued 100 shares of non-revocable, Vinoble Series A
Convertible Preferred Stock and 100 shares of non-revocable, Vinoble Series B
Preferred Stock. The Series A Convertible Preferred Stock shall convert into
50.1% of Vinoble's Common stock at time of conversion. Time of conversion shall
be determined at the sole discretion of the shareholder of record. The Series A
Convertible Preferred Stock shall have one vote per share until said shares are
retired at time of conversion. The Series B Convertible Preferred Stock shall
convert into Common Stock at a ratio of 1 for 1. Time of conversion shall be
determined at the sole discretion of the shareholder of record. Each share of
Series B Convertible Preferred Stock shall be entitled to 1,000,000 votes until
such shares are converted into Common Stock.

Pursuant to the Plan or Reorganization, Vinoble has entered into
non-binding Memoranda of Understanding ("MOU") with several potential
acquisition candidates offering a diverse selection of services and assets for
the security and homeland Security industry. A description of those candidates
is offered below.

On December 29, 2004, Vinoble entered into a non-binding MOU with SES, a
consulting firm offering a full suite of information security services ranging
from IT-based security assessments and penetration testing to policy development
and secure architecture design. As part of its compliance programs, SES utilizes
its proven information security lifecycle methodology to provide professional
security consulting services aimed at helping its clients comply with Health
Insurance Portability and Accountability Act (HIPAA), Gramm-Leech-Biley (GLB),
SB-1386, Government Information Security Reform Act (GIRSA), Sarbanes-Oxley and
other legislative enactments. In 2003, SES received approximately $935,000
revenues. While fiscal year 2004 data is still being compiled, SES believes
revenues to be near $600,000. With the added resources and exposure as a public
company, SES anticipates that it could increase revenues in excess of 2003
levels.

SES sells its products and services through a channels program and a direct
sales effort. SES' largest channel partner is Verizon, who has over 800 sales
representatives selling information security services to their nationwide client
base. SES also has other smaller channel partners: Sobel, The Steel Foundation,
Baker Street Associates, and Vytek.

MSI is an established 29 year old business located in Stony Brook, New
York, which offers physical security services in the retail sector of the
security business. The company offers a range of services designed to protect
clients' physical infrastructure, property and personnel. MSI has been providing
protective services to the Estee Lauder family for over 29 years.

MSI has approximately 100 employees and its offices never close.
Supervisors are on duty 24 hours a day, ready to meet any emergency or handle
any situation that requires their immediate attention. The 24-hour dispatch
center provides support for all security operations, 24 hours a day, seven days
a week. They are equipped with all necessary modern communications, such as
two-way radios, computerized digital communications, and telephone and cellular
telephone communications.

Personnel employed by MSI must complete a detailed application and pass a
thorough and complete background investigation. Employees are selected on the
merits of their police, health and employment background, as well as their
reputation and standing in the community. All employees must furnish a list of
references to their personal character and will complete our rigid training
requirements before reporting to duty.

While MSI is currently located at 2350 Nesconset Highway, Stony Brook, New
York 11790, the company is looking to relocate in or near New York City. On
December 29, 2004, Vinoble entered into a non-binding MOU with Millennium
Protective Services to assist Vinoble and MSI in its relocation plans. However,
the company has made no progress with Millennium to reach a definitive
agreement. Unless both parties reach a mutual understanding for relocation and
management services of MSI on behalf of Vinoble, Vinoble will continue its
efforts to find a new corporate and operational facility in or near the New York
City area.

In 2003, MSI received $1,118,000 of revenues from its clients. MSI is
currently compiling its 2004 financial data, and MSI believes it to match its
2003 revenue figures. With the increase need for security, the Estee Lauder
Companies has engaged MSI for additional services. The management of MSI
anticipates 199,000 billable hours in 2005, which will provide MSI with
approximately $2,375,000 in revenues from its contract with Estee Lauder. MSI
anticipates gross profit margins to be at or near $388,000 and net profits to be
approximately $210,000 for 2005. Estee Lauder required MSI to fulfill certain
certification requirements prior to the aforementioned contract modification to
be consummated. MSI anticipates these requirements and the execution of the new
agreement with Estee Lauder to be completed by the end of this week. Vinoble
cannot guarantee that either will occur.

Further, in relation to the Company's plan of reorganization, the Company
installed Mr. Joseph Lively as CEO and a Director, and Thomas Welch as
Vice-President of Operations and COO effective February 11, 2005.

Vinoble is continuing its due diligence on another acquisition candidate
which is not a security related company. The business is a leader in a niche
market and has the potential to contribute significant asset value to Vinoble.
Vinoble intends to create subsidiaries for these acquisitions defined by the
nature of services offered to maintain the directional focus of each entity. The
Company anticipates that there will be significant opportunities for
cross-marketing between the subsidiaries. Additionally, economies of scale
should be achieved in areas of administration and marketing leading to
increasing profitability. Vinoble intends to continue to seek and identify
opportunities that will enhance the Company's strategy.

Pending the outcome of the due diligence, the Company believes that the
acquisition of these businesses and assets would provide the basis required for
listing on a national exchange. To assist in achieving that goal, the Company
effected a 500-for-one reverse split as approved by a majority of the holders of
common stock by written consent. Concurrently, the Company changed its name from
Ohana Enterprises, Inc. to Vinoble, Inc. Both the name change and the reverse
split became effective on November 19, 2004.

Consummation of the SES and MSI acquisition is dependent on several
factors, including but not limited to the satisfactory completion of due
diligence, and the negotiation of definitive acquisition agreements. There can
be no assurance that the results of the due diligence will be
satisfactory or that the acquisitions will be consummated, or that if
consummated, the businesses will be successfully integrated into the Company's
operations. In the event that the acquisitions do not materialize, the Company
will continue to seek other opportunities. The Company does not plan to limit
its options to any particular industry, but will evaluate each opportunity on
its merits.

RESULTS OF OPERATIONS

Three and Six Months Ended December 31, 2004 Compared To Three and Six
Months Ended December 31, 2003

Revenues. The Company did not generate any revenue in the three-month or
six-month periods ended December 31, 2004, and 2003, respectively. Since the
cessation of all activities of VI in October 2003 due to the lack of operating
capital, the Company's focus has been on the evaluation and selection of an
existing business to effect a merger or acquisition. At June 30, 2004, the
Company discontinued VI's operations and recognized a loss, less applicable
taxes, of $73,025. The Company has entered into a non-binding Memorandum of
Understanding to acquire revenue earning assets of an established 31 year old
California business, including but not limited to inventory for resale. It is
anticipated that due diligence and the audit will be completed in 2 to 3 months.
Additionally, Vinoble has entered into four other non-binding MOUs to acquire
assets and operating businesses in the security and homeland security sectors.
It is anticipated that the earliest of these will be consummated, assuming
completion of due diligence, in two to three months.

General and Administrative Expenses. The Company incurred $989,456 in
general and administrative expenses for the three months ended December 31,
2004, compared to $158,158 for the three months ended December 31, 2003. The
Company incurred $1,235,542 in general and administrative expenses for the six
months ended December 31, 2004, compared to $360,346 for the six months ended
December 31, 2003. The increases in the three and six month periods of 2004 were
due primarily to expenses incurred to facilitate the growth of Vinoble through
acquisition and fundraising efforts.

Included in general and administrative expense for the three months ended
December 31, 2004 was $84,167 of expense related to the issuance of an aggregate
of 330,506 shares of common stock, post-split, to consultants in lieu of cash
compensation. In addition, $340,583 of expense was related to the prior issuance
of 52,036 shares, post-split, for prepaid expenses. At December 31, 2004, the
Company had no cash. Consultants receiving stock agreed to receive these
securities, in lieu of cash, for payment of services rendered. For the six
months ended December 31, 2004, an aggregate of 359,061 shares of common stock,
on a post-split basis, were issued and expensed for similar non-cash
compensation and 54,016 shares, post-split, were expensed for consulting
services from prepaid services.

Also included in general and administrative expense was $485,444 related to the
issuance of 1,788,645 shares to ongoing consultants for their services as part
of the reorganization. Management anticipates using common stock in lieu of cash
for compensation until cash generated from operations or other funding is
received. There can be no assurances that cash or funding will be obtained.

Sales and Marketing Expenses. The Company has incurred no sales and
marketing expenses since the date of inception as it has been a development
stage company.

Interest Expense. The Company recognized interest expense of $3,398 in the
three months ended December 31, 2004, and $7,406 in the six months ended
December 31, 2004, representing interest on borrowings during the period. No
interest expense was incurred in the comparable periods in 2003.

Loss on Operations of VI, less applicable income taxes. The Company
realized a loss from VI's operations equal to $3,506 and $65,624 for the three
and six months ended December 31, 2003, respectively. As the development and
operations of VI were discontinued in the year ended June 30, 2004, no similar
loss was incurred for the three or six months ended December 31, 2004.

Net Loss. As a result of the foregoing factors, the Company's net loss
increased to $992,854 for the three months ended December 31, 2004, compared to
a net loss of $161,664 for the three months ended December 31, 2003. The
Company's net loss for the six months ended December 31, 2004, increased to
$1,152,533, compared to a net loss of $425,969 for the six months ended December
31, 2003. The net loss per share was $0.74 for the three month period ended
December 31, 2004, a decrease from $3.54 for the three month period ended
December 31, 2003. The net loss per share was $1.62 for the six month period
ended December 31, 2004, a decrease from $11.39 for the six month period ended
December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Company has an immediate need for capital. At December 31, 2004, the
Company had no cash or cash equivalents; nor did the Company have any cash or
cash equivalents at June 30, 2004. The Company used $14,618 in net cash from
operating activities during the six months ended December 31, 2004, compared
with $63,991 in net cash used by operating activities during the six months
ended December 31, 2003. The cash provided by operating activities during the
six months ended December 31, 2004 was largely due to non-cash gains of
$1,407,306 reflecting the issuance of stock for services and prepaid services,
$175,034 for the issuance of stock to related parties for services and out-of
pocket expenses incurred, and $42,371 from the issuance of stock for a note
payable (including accrued interest). Stock was also issued to relieve the
deficit in the stock subscription receivable to GCCC in the amount of $13,184.
These gains were offset by non-cash adjustments of $90,415 from the return of
stock to treasury as a result of a settlement with the Company's former chief
executive officer and from the write-off of the balance owed for a related party
payable in the amount of $415. Other changes affecting net cash used by
operating activities at December 31, 2004, included prepaid expenses of $89,084,
deferred acquisition costs of $235,246 and accrued liabilities to related
parties of $121,912, offset by accounts payable and accrued liabilities of
$32,925, and accrued interest of $3,752. The cash utilized in operating
activities during the six months ended December 31, 2003 primarily reflected
non-cash adjustments of $651,025 for the issuance of common stock for services.
Cash changes included accounts payable and accrued liabilities of $47,430 offset
by prepaid expenses of $309,272, and related party payables of $26,714 and other
assets of $491.

The Company did not utilize cash for investing activities during either of
the six months ended December 31, 2004 or 2003. Financing activities provided
$14,632 of cash during the six months ended December 31, 2004, consisting
primarily of $53,800 in proceeds from the subscription receivable to GCCC offset
by payments on notes payable of $39,225. During the six months ended December
31, 2003, financing activities provided $40,000 of cash to the Company,
consisting of $40,000 received on a subscription receivable.

The Company has not had any revenues to date, and has experienced operating
losses since inception primarily caused by its continued development and
administrative costs. As shown in the accompanying financial statements, the
Company incurred a net loss of $1,152,533 for the six months ended December 31,
2004. Since inception, the Company has incurred a net loss of $5,617,533.
Primarily as a result of these recurring losses, Vinoble's independent certified
public accountants modified their report on the June 30, 2004 financial
statements to include an uncertainty paragraph wherein they expressed
substantial doubt about the Company's ability to continue as a going concern.
Management of the Company is actively seeking additional capital; however, there
can be no assurance that such

financing will be available on terms favorable to the Company, or at all. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern. Continuation of the
Company as a going concern is dependent on the Company continuing to raise
capital, developing significant revenues and ultimately attaining profitable
operations.

On May 27, 2004, the Company and IICG mutually rescinded the acquisition of
RestauranTech. The Rescission Agreement required the Company to clear certain
outstanding balances and reimburse certain expenses of IICG incurred in
connection with the acquisition. This obligation is evidenced by a Convertible
Promissory Note in the principal amount of $160,000 (the "Note"). The Note bears
interest at the rate of 8% per annum and is due and payable in full on or before
May 26, 2005. The Note requires that certain installment payments be made to
IICG contingent upon the receipt of certain funding levels by the Company. If
the Company receives $100,000 - $250,000 in funding during the term of the Note,
the Company is required to pay 20% of those funds toward the amounts owing on
the Note. If the Company receives $250,001 - $500,000 during the term of the
Note, the Company is required to pay 25% of those funds toward the amounts owing
on the Note. If the Company receives funding of an amount greater than $500,000,
it is required to pay the full amount of principal and interest owing on the
Note. The Note is convertible into the Company's common stock after January 2,
2005, at a conversion price equal to the closing bid price for the Company's
common stock on the date prior to the date of notice of conversion. Conversion
is automatic at maturity if IICG does not request conversion earlier and if
there is no event of default. The shares would be issued as restricted common
stock but would have piggy-back registration rights.

On September 14, 2004, the Company executed the SPA with GCCC. The SPA
calls for the issuance by the Company of an aggregate of 400,000 shares of
common stock to GCCC in consideration of the payment of $500,000 in cash. The
Company is to receive the funds in $50,000 increments beginning October 15, 2004
and continuing each calendar quarter from and after March 15, 2005. The 400,000
shares will be held in escrow by the Company and delivered on a pro-rata basis
within 10 days of receipt of each installment. All shares are restricted within
the meaning of Rule 144 under the Securities Act and must be held indefinitely
unless subsequently registered or qualified for exemption. The SPA includes a
provision that the purchase price per share, and therefore the number of shares
to be delivered at the time of each installment payment, will be calculated for
each installment at the lesser of: (a) $1.25 on a post-split basis or (b) a
37.5% discount to the 10 day trailing closing price of the Company's common
stock at the time of each payment. As part of the consideration for the SPA,
GCCC has the right to elect one Board Member and agreed to retain Catherine
Thompson and Michael Avatar on the Board of Directors and as consultants through
the next fiscal year, ending June 30, 2005. GCCC has designated Joseph Lively as
its representative on the Board of Directors and his appointment became
effective on February 11, 2005. At September 14, 2004, the Company had an
aggregate of 305,108 shares of common stock outstanding on a fully-diluted
basis, post-split. Based on the price of the Company's common stock at that
date, GCCC would own and control approximately 56.73% of the Company's
fully-diluted common stock and 56.73% of the Company's outstanding common stock
calculated pursuant to Rule 13d-3(d)(1)(B) of the Securities Exchange Act of
1934. As of the date of this filing the Company has received a total of $53,800
from GCCC (including an advance of $3,800 towards the March 15th installment).
The Company has delivered 85,257 shares of common stock from escrow
valued at an average price of $0.63 per share. Per the terms of the agreement,
the aforementioned issuance caused a deficit in the escrow account of 42,226
shares. GCCC requested that the additional shares be issued to be held in the
escrow account in order to maintain the value established by the agreement.
Post-split, an additional 42,226 shares of restricted common stock, par $ .001,
were issued on December 14, 2004 and are being held in escrow. The total balance
of 356,969 shares are held in escrow.

Vinoble Series A Convertible Preferred Stock and 100 shares of non-revocable,
Vinoble Series B Preferred Stock. The Series A Convertible Preferred Stock
shall convert into 50.1% of Common stock at time of conversion. Time of
conversion shall be determined at the sole discretion of the shareholder of
record. The Series A Convertible Preferred Stock shall have one vote per share
until said shares are retired at time of conversion. The Series B Convertible
Preferred stock shall convert into Common Stock at a ratio of 1 for 1. Time of
conversion shall be determined at the sole discretion of the shareholder of
record. Each share shall be entitled to 1,000,000 votes until such shares are
converted into Common Stock.

Pursuant to the Plan or Reorganization, Vinoble has entered into
non-binding Memoranda of Understanding ("MOU") with several potential
acquisition candidates offering a diverse selection of services and assets for
the security and homeland security industry. A description of those candidates
is offered below.

MSI is an established 29 year old business located in Stony Brook, New
York, which offers physical security services in the retail sector of the
security business. The company offers a range of services designed to protect
clients' physical infrastructure, property and personnel.

Further, in relation to the Company's plan of reorganization, the Company
appointed Mr. Joseph Lively as CEO and a Director, and Thomas Welch as
Vice-President of Operations and COO, effective February 11, 2005.

Consummation of the SES and MSI acquisitions is dependent on several
factors, including but not limited to the satisfactory completion of due
diligence, and the negotiation of definitive acquisition agreements. There can
be no assurance that the results of the due diligence will be
satisfactory or that the acquisitions will be consummated, or that if
consummated, the businesses will be successfully integrated into the Company's
operations. In the event that the acquisitions do not materialize, the Company
will continue to seek other opportunities. The Company does not plan to limit
its options to any particular industry, but will evaluate each opportunity on
its merits.

RISKS AND UNCERTAINTIES

The Company's business, financial condition or results of operations could
be materially and adversely affected by any of the following risks:

RISKS RELATING TO VINOBLE'S BUSINESS

VINOBLE NEEDS SIGNIFICANT ADDITIONAL CAPITAL. The Company currently has no
income producing operations or assets and may have limited access to additional
capital. At December 31, 2004, the Company had no cash or cash equivalents.
Current cash and cash equivalents are currently insufficient to meet anticipated
cash needs for working capital and capital expenditures. The Company therefore
needs to raise additional funds immediately. If additional funds are raised
through the issuance of equity or convertible debt securities, the percentage
ownership of existing stockholders will be reduced, and such securities may have
rights, preferences and privileges senior to those of the Company's common
stock. As described above, on September 14, 2004, the Company executed the SPA
with GCCC. The SPA calls for the issuance by the Company of an aggregate of
400,000 shares of common stock on a post-split basis to GCCC in consideration of
the payment of $500,000 in cash. The Company is to receive the funds in $50,000
increments beginning October 15, 2004 and continuing each calendar quarter from
and after March 15, 2005. The Company is currently attempting to identify other
prospective investors with respect to financing; however, the Company has not
entered into agreements with any such investors. There can be no assurance that
additional financing will be available on terms favorable to the Company or at
all. If adequate funds are not available or are not available on acceptable
terms, the Company will not be able to fund its operations. Such inability to
fund operations will have a material adverse effect on the Company's business,
results of operations and financial condition.

VINOBLE HAS ONLY A LIMITED OPERATING HISTORY. The Company has only a
limited operating history upon which can be based an evaluation of its
prospects. Such prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies seeking to enter into a merger
or acquisition with another business entity. There can be no assurance that the
Company will be able to identify a qualified candidate or that the resulting
business combination will be successful. Further, there can be no assurance that
the acquisition / merger candidate will have a more extensive operating history
than the Company. To address these risks and uncertainties, the Company must,
among other things, analyze the quality of the other firm's management and
personnel, the asset base of such firm or enterprise, the anticipated
acceptability of new products or marketing concepts, the merit of the firm's
business plan, and numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective criteria. There
can be no assurance that Vinoble will successfully address these challenges.

THE COMPANY HAS A HISTORY OF LOSSES, AND ITS INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS' REPORT DATED OCTOBER 11, 2004, INCLUDES AN EXPLANATORY PARAGRAPH
RELATING TO SUBSTANTIAL DOUBT AS TO VINOBLE'S ABILITY TO CONTINUE AS A GOING
CONCERN. Since the Company's inception in 2001, it has incurred substantial
losses from operations, resulting primarily from costs related to development of
its technology and building its infrastructure. Because Vinoble has discontinued
development and operations of its Visual Interviews subsidiary due to lack of
capital and in order to pursue acquisition of an operational business entity,
management expects to incur net losses for the foreseeable future for
administrative costs. If the Company is unable to identify and execute a merger
or acquisition transaction within a reasonable amount of time or if the business
combination is unsuccessful, Vinoble's losses will be significantly greater. The
Company may never achieve profitability. Primarily as a result of these
recurring losses, Vinoble's independent certified public accountants modified
their report on the June 30, 2004 financial statements to include an uncertainty
paragraph wherein they expressed substantial doubt about the Company's ability
to continue as a going concern.

At this time, the Company does not have a source of operating capital and has
limited assets. As a result, Vinoble will attempt to raise additional capital
through public or private debt or the sale of equity and/or debt securities.
However, there can be no assurance that additional financing will be available
on terms favorable to Vinoble, or that additional financing will be available at
all. If adequate funds are not available or are not available on acceptable
terms, the Company may not be able to attract a favorable candidate for merger
or acquisition or be able to continue to maintain cost of compliance with SEC
reporting requirements. Such inability could have a material adverse effect on
the Company's business, financial condition, results of operations and
prospects.

VINOBLE IS SEEKING AN OPERATING BUSINESS OR ASSETS TO ACQUIRE; THERE CAN BE
NO ASSURANCE THAT THE COMPANY WILL FIND A VIABLE BUSINESS OR SUCCESSFULLY
CONSUMMATE AN ACQUISITION. Vinoble is seeking an operating business or assets to
acquire. Although it has identified certain acquisition candidates, the Company
has no binding commitments to enter into or acquire a specific business
opportunity. There can be no assurance that the Company will successfully locate
a viable business or consummate an acquisition. Any business or assets that the
Company acquires will have certain risks; however, as no specific business has
been identified the Company cannot determine or disclose specific risks of a
particular business or industry into which it may enter. The type of business
acquired may be one that desires to avoid undertaking its own public offering
and the accompanying expense, delay, uncertainty and federal and state

regulatory requirements protecting investors. Because of the Company's limited
capital, it is more likely than not that any acquisition by the Company will
involve other parties whose primary interest is the acquisition of control of a
publicly traded company. Any business opportunity acquired may be currently
unprofitable or present other risks. An acquisition will most likely be highly
illiquid and could result in a total loss to the Company and its stockholders.

THE COMPANY MAY BE UNABLE TO CONDUCT EXTENSIVE DUE DILIGENCE ON AN
ACQUISITION CANDIDATE. Vinoble has limited funds and only one full-time manager,
thus making it impracticable to conduct a complete investigation and analysis of
business opportunities before the Company commits its capital or other resources
thereto. Therefore, management decisions will likely be made without detailed
feasibility studies, independent analysis or other extensive due diligence which
they would conduct with more funding and other resources. The Company will
depend to a great extent upon information provided by the promoter, owner,
sponsor or others associated with the business opportunity seeking the Company's
participation. The Company generally will require audited financial statements
from companies that it proposes to acquire. Where such audited financial
statements are unavailable, the Company will have to rely upon unaudited
financial information received from target companies which has not been verified
by outside auditors. The lack of independent verification which audited
financial statements would provide increases the risk that the Company, in
evaluating an acquisition with the target company, will not have the benefit of
full and accurate information about the financial condition and recent interim
operating history of the target company. This risk increases the prospect that
the acquisition of such a company might prove to be an unfavorable one for the
Company or the holders of the Company's securities.

The Company will be subject to the reporting provisions of the Exchange
Act, and thus will be required to furnish certain information about significant
acquisitions, including audited financial statements for any business that it
acquires. Consequently, acquisition candidates that do not have, or are unable
to provide reasonable assurances that they will be able to obtain, the required
audited financial statements would not be considered by the Company to be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act apply. Should the Company complete an acquisition of an entity for
which audited financial statements prove to be unobtainable, the Company would
be subject to an SEC enforcement action and/or administrative sanctions. In
addition, the lack of audited financial statements would prevent the Company's
common stock from being eligible for listing on NASDAQ or any other stock
exchange, and would restrict the Company from conducting public offerings of
securities under the Securities Act, until such financial statements became
available.

AN ACQUISITION MIGHT BE HIGHLY LEVERAGED AND EXPOSE VINOBLE TO ADDITIONAL
LOSSES. There is a possibility that any acquisition of a business by the Company
might be financed by the Company's borrowing against the assets of the business
to be acquired or against the business' future revenues or profits. This
leverage could increase the Company's exposure to larger losses. A business
acquired through a leveraged transaction is profitable only if it generates
enough revenues to cover the related debt and expenses. Vinoble's failure to
make payments on the debt incurred to purchase the business could result in the
loss of all of the assets acquired. There can be no assurance that any business
acquired through a leveraged transaction will generate sufficient revenues to
cover the related debt and expenses.

VINOBLE MAY EXPERIENCE INTEGRATION ISSUES. The Company's strategy to grow
by acquisition could fail due to the inability to integrate the acquired company
or companies with Vinoble. The integration of two or more companies is an
expensive and timely process and, as such, failure would be a burden to the
Company's

cash requirements and would significantly increase the Company's net operating
loss. Should Vinoble invest its time and resources into an acquisition that is
unable to integrate with the Company, management's time may be diverted from
operational activities and other opportunities.

THE COMPANY HAS LIMITED MANAGEMENT RESOURCES AND MAY EXPERIENCE MANAGEMENT
CHANGES. The Company currently has only one full-time manager, and thus has
limited management resources for both the operation of the Company and the
pursuit of acquisition candidates. There is no assurance that current management
will continue to serve the Company in the future. After the consummation of an
acquisition, it is likely that the current officer and directors of the Company
would resign. Any decision to resign will be based upon the identity of the
business acquired and the nature of the transaction.

PRODUCTS AND SERVICES IN THE SECURITY / HOMELAND SECURITY INDUSTRY MAY BE
SUBJECT TO GOVERNMENTAL REGULATION. Should Vinoble acquire businesses in the
Security / Homeland security industry, it may be required to comply with state
and foreign jurisdictions which could impose or may have regulations or
licensing requirements on the sale of use our products and services. The process
of obtaining regulatory approval could be lengthy and be very costly, if
approval can be obtained at all. If we fail to comply with these requirements,
we could be subjected to enforcement actions such as an injunction to stop us
from marketing the product at issue or a possible seizure of our assets. If we
are unable to obtain regulatory approvals or meet the requirements in select key
markets at all or in a timely manner, we will not be able to grow as quickly as
expected, and the loss of anticipated revenues will also reduce our ability to
fully fund our operations and to otherwise execute our strategy. We intend to
work diligently to assure compliance with all applicable regulations that impact
our business. We can give you no assurance, however, that we will be able to
obtain regulatory approval for all of our products. We also cannot assure you
that additional regulations will not be enacted in the future that would be
costly or difficult to satisfy.

WE WILL FACE INTENSE COMPETITION FROM COMPETITORS THAT HAVE GREATER FINANCIAL,
TECHNICAL AND MARKETING RESOURCES. THESE COMPETITIVE FORCES MAY IMPACT OUR
PROJECTED GROWTH AND ABILITY TO GENERATE REVENUES AND PROFITS. The market for
security products and services is intensely competitive and characterized by
rapidly changing technology, evolving industry standards, and price competition.
There are no substantial barriers to entry, and we expect that competition will
be intense and may increase. Many of our existing competitors may have
substantially greater financial, product development, technical and marketing
resources, larger customer bases, longer operating histories, better name
recognition and more established relationships in the industry. As a result,
certain of these competitors may be able to develop and expand their product and
service offerings more rapidly, adapt to new or emerging technologies and
changes in customer requirements more quickly, take advantage of acquisition and
other opportunities more readily, devote greater resources to the marketing and
sale of their products and services, or aggressively reduce their sales prices
below the our costs. We cannot assure you that we will be able compete
successfully with existing competitors or new competitors.

THE COMPANY'S OPERATING RESULTS MAY VARY FROM QUARTER TO QUARTER. Due to
the suspension of all development of VI's technology and the change in the
Company's primary business, the Company's quarterly operating results will be
difficult to predict and may fluctuate significantly from quarter to quarter.
Consequently, the market price of Vinoble's securities has been, and can be
expected to continue to be, highly volatile. Factors such as announcements by
the Company or others of technological innovations, new commercial products,
regulatory approvals or proprietary rights developments and competitive
developments all may have a significant impact on the Company's future business
prospects and market price of its securities.

RISKS RELATED TO VINOBLE'S STOCK

SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT STOCKHOLDERS MAY ADVERSELY
AFFECT OUR STOCK PRICE. To date, we have had a limited trading volume in our
common stock. As long as this condition continues, the sale of a significant
number of shares of common stock at any particular time could be difficult to
achieve at the market prices prevailing immediately before such shares are
offered. In addition, sales of substantial amounts of common stock, including
shares issued upon the exercise of outstanding options and warrants, under
Securities and Exchange Commission Rule 144 or otherwise could adversely affect
the prevailing market price of our common stock and could impair our ability to
raise capital at that time through the sale of our securities. In the past, due
to a shortage of cash we have compensated our employees and consultants in
shares of our common stock. This practice may continue in the future. Many of
these shares have been registered or will be registered for resale to the public
in registration statements on Form S-8.

THE COMPANY'S COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE; THE
COMMON STOCK IS "PENNY STOCK". The market price of the Company's common stock is
likely to be highly volatile as the stock market in general, and the market for
technology companies in particular, has been highly volatile. The trading prices
of many technology companies' stocks have recently been highly volatile and have
recorded lows well below historical highs.

Factors that could cause such volatility in the Company's common stock may
include, among other things:

- actual or anticipated fluctuations in quarterly operating results;

- announcements of technological innovations;

- changes in financial estimates by securities analysts;

- conditions or trends in the Company's industry; and

- changes in the market valuations of other comparable companies.

In addition, the Company's stock is currently traded on the NASD O-T-C
Bulletin Board and it is uncertain that it will be able to successfully apply
for listing on the AMEX, the NASDAQ National Market, or the Nasdaq Small Cap
Market in the foreseeable future due to the trading price for the common stock,
the Company's lack of working capital and its revenue history. Failure to list
the common stock on the AMEX, the Nasdaq National Market, or the Nasdaq SmallCap
Market, will impair the liquidity of the common stock.

The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be any security that 1) is priced under
$5.00, 2) is not traded on a national stock exchange or on NASDAQ, 3) may be
listed in the "pink sheets" or the NASD OTC Bulletin Board, 4) is issued by a
company that has less than $5 million in net tangible assets and has been in
business less than three years, or by a company that has under $2 million in net
tangible assets and has been in business for at least three years, or by a
company that has revenues of less than $6 million for three years.

Penny stocks can be very risky: penny stocks are low-priced shares of small
companies not traded on an exchange or quoted on NASDAQ. Prices often are not
available. Investors in penny stocks are often unable to sell stock back to the
dealer that sold them the stock. Thus an investor may lose his/her investment.
The Company's common stock is a "penny stock" and thus is subject to rules that
impose additional sales practice requirements on broker/dealers who sell such
securities to persons other than established customers and accredited investors,
unless the common stock is listed on The Nasdaq SmallCap Market. Consequently,
the "penny stock" rules may restrict the ability of broker/dealers to sell
Vinoble's securities, and may adversely affect the ability of holders of the
common stock to resell their shares in the secondary market. In addition,
according to the SEC, the market for "penny stocks" has suffered in recent years
from patterns of fraud and abuse. Such patterns include (i) control of the
market for the stock by one or a few broker-dealers whom are often related to
the promoter or issuer; (ii) manipulation of prices through prearranged matching
of purchases and sales and false and misleading press releases; (iii) "boiler
room" practices involving high-pressure sales tactics and unrealistic price
projections by salespersons; (iv) excessive and undisclosed bid-ask
differentials and markups by selling broker-dealers after prices have been
manipulated to a desired level, along with the resulting collapse of those
prices and investor losses. The Company's management is aware of the abuses that
have occurred historically in the "penny stock" market.

Although the Company does not expect to be in a position to dictate the behavior
of the market or of broker-dealers who participate in the market, management
will strive within the confines of practical limitations to prevent the
described patterns from being established with respect to the Company's
securities.

SOME OF THE INFORMATION IN THIS QUARTERLY REPORT CONTAINS FORWARD-LOOKING
STATEMENTS. Some of the information in this quarterly report contains
forward-looking statements that involve substantial risks and uncertainties.
These statements can be identified by forward-looking words such as "may",
"will", "expect", "intend", "anticipate", "believe", "estimate" and "continue"
or similar words. Statements that contain these words should be reviewed
carefully because they:

- discuss management's expectations about the Company's future performance;

- contain projections of the Company's future operating results or
of its future financial condition; or

- state other "forward-looking" information.

Management believes it is important to communicate expectations to the Company's
stockholders. There may be events in the future, however, that management is not
able to predict accurately or over which it has no control. The risk factors
listed in this section, as well as any cautionary language in this quarterly
report, provide examples of risks, uncertainties and events that may cause the
Company's actual results to differ materially from the expectations described in
forward- looking statements. The occurrence of any of the events described in
these risk factors and elsewhere in this quarterly report could have a material
and adverse effect on Vinoble's business, results of operations and financial
condition and that upon the occurrence of any of these events, the trading price
of its common stock could decline.

ITEM 3. CONTROLS AND PROCEDURES

On February 11, 2005, 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 its 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 its 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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

On September 14, 2004, the Company executed the SPA with GCCC. The SPA calls for
the issuance by the Company of an aggregate of 400,000 shares of common stock to
GCCC in consideration of the payment of $500,000 in cash. The Company is to
receive the funds in $50,000 increments beginning October 15, 2004 and
continuing each calendar quarter from and after March 15, 2005. The 400,000
shares will be held in escrow by the Company and delivered on a pro-rata basis
within 10 days of receipt of each installment. All shares are restricted within
the meaning of Rule 144 under the Securities Act and must be held indefinitely
unless subsequently registered or qualified for exemption. The SPA includes a
provision that the purchase price per share, and therefore the number of shares
to be delivered at the time of each installment payment, will be calculated for
each installment at the lesser of: (a) $1.25 on a post-split basis or (b) a
37.5% discount to the 10 day trailing closing price of the Company's common
stock at the time of each payment. As part of the consideration for the SPA,
GCCC has the right to elect one Board Member and agreed to retain Catherine
Thompson and Michael Avatar on the Board of Directors and as consultants through
the next fiscal year, ending June 30, 2005. GCCC has designated Joseph Lively as
its representative on the Board of Directors and his appointment became
effective on February 11, 2005. At September 14, 2004, the Company had an
aggregate of 305,108 shares of common stock outstanding on a fully-diluted
basis, post-split. Based on the price of the Company's common stock at that
date, GCCC would own and control approximately 56.73% of the Company's
fully-diluted common stock and 56.73% of the Company's outstanding common stock
calculated pursuant to Rule 13d-3(d)(1)(B) of the Securities Exchange Act of
1934. As of the date of this filing the Company has received a total 12

of $53,800 from GCCC. The Company has delivered 85,257 shares of common stock
from escrow valued at an average price of $0.63 per share. Per the terms of the
agreement, the aforementioned issuance caused a deficit in the escrow account of
42,226 shares. GCCC requested that the additional shares be issued to be held in
the escrow account in order to maintain the value established by the agreement.
Post-split, an additional 42,226 shares of restricted common stock, par $ .001,
were issued on December 14, 2004 and are being held in escrow. The total balance
of 356,969 shares are held in escrow. The issuance was made in reliance upon
Section 4(2) of the Securities Act and was made without general solicitation or
advertising. The recipient was a sophisticated investor with access to all
relevant information necessary to evaluate the investment, and who represented
to the Company that the shares were being acquired for investment purposes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS.

Exhibit No. Description
---------- -----------
31.01 Certification of Chief Executive Officer Pursuant to Exchange
Act Rules 13a-15(e) and 15d-15(c)
31.02 Certification of Chief Financial Officer Pursuant to Exchange
Act Rules 13a-15(e) and 15d-15(c)
32.01 Certification of Chief Executive Officer Pursuant to Section 906
32.02 Certification of Chief Financial Officer Pursuant to Section 906

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.

Dated: February 22, 2005

VINOBLE, INC.

/s/ Joseph Lively
-------------------------
Joseph Lively
Chief Executive Officer

And

/s/ Catherine Thompson
- ---------------------------
Catherine Thompson
Chief Financial Officer