****SECURITIES AND EXCHANGE COMMISSION** **

**** ** **

****Washington**,**D.C.** **20549** **

**** ** **

**** ** **

****AMENDMENT NO. 1 TO**

****FORM 10-QSB** **

**** ** **

****x** Quarterly report under Section 13 or 15(d) of the Securities** **

****Exchange Act of 1934 for the quarterly period ended** **

****March 31, 2004**

**** ** **

**** ** **

****o** 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.** **

****(Exact Name of Registrant as Specified in Its Charter)** ** |
|-------------------------------------------------------------------------------------------------------------|
| **** ** **                                                                                        | **** ** ** | **** ** ** |
| ****Delaware** **                                                                                      | **** ** ** | ****95-2312900** ** |
| ****(State or Other Jurisdiction of Incorporation or Organization)** **                                | **** ** ** | ****(I.R.S. Employer Identification No.)** ** |
| **** ** **                                                                                        | **** ** ** | **** ** ** |
| ****7275 Murdy Circle**,**Huntington Beach**,**CA**  ** **                              | **** ** ** | ****92647** ** |
| ****(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 (the only class of voting stock), as of May 10, 2004 was 75,392,275.** **

**** ** **

****Transitional Small Business Disclosure Format (Check one):  **Yes**    **  No**  X** **

**** ** **

| *****Note: This Amendment is being filed to correct certain processing errors in the Form 10-QSB filed earlier today.**

*** ** |
|--------------------------------------------------------------------------------------------------------------------------------------|

*** *

| ****OHANA ENTERPRISES**                                                                                                                                                                                                                                                                        |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *** *                                                                                                                                                                                                                                                                                     | *** * |
| ****INDEX**                                                                                                                                                                                                                                                                                    |
| *** *                                                                                                                                                                                                                                                                                     | *** * |
| ****PART I - FINANCIAL INFORMATION**......................................................................................................**                                                                                                                                                   | ****3** |
| *** *                                                                                                                                                                                                                                                                                     | *** * |
| ****ITEM 1.  FINANCIAL STATEMENTS**........................................................................................................**                                                                                                                                        | ****3** |
| ****ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL**

****                CONDITION AND RESULTS OF OPERATIONS.**......................................................................** | ****9** |
| ****ITEM 3.  CONTROLS AND PROCEDURES**................................................................................................**                                                                                                                                             | ****13** |
| *** *                                                                                                                                                                                                                                                                                     | *** * |
| ****PART II - OTHER INFORMATION**..............................................................................................................**                                                                                                                                              | ****13** |
| *** *                                                                                                                                                                                                                                                                                     | *** * |
| ****ITEM 1.  LEGAL PROCEEDINGS.**.................................................................................................................**                                                                                                                                 | ****13** |
| ****ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.**...........................................................**                                                                                                                                                               | ****13** |
| ****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.**...............................................................................**                                                                                                                                                    | ****14** |
| *** *                                                                                                                                                                                                                                                                                     | *** * |
| ****SIGNATURES**..................................................................................................................................................**                                                                                                                           | ****14** |
| *** *                                                                                                                                                                                                                                                                                     | *** * |
| ****EXHIBITS**.........................................................................................................................................................**                                                                                                                      | ****15** |
| *** *                                                                                                                                                                                                                                                                                     | *** * |
| *** *                                                                                                                                                                                                                                                                                     | *** * |
|                                                                                                                                                                                                                                                                                                |  |  |

*** *

| ** ** |
|------------|

*** *

| ****PART I - FINANCIAL INFORMATION** **                                         |
|--------------------------------------------------------------------------------------|
| **** ** **                                                                 | **** ** ** |
| ****ITEM 1.  FINANCIAL STATEMENTS** **                                | **** ** ** |
| **** ** **                                                                 | **** ** ** |
| ****(a) Condensed Consolidated Financial Statements** **                        | **** ** ** |
| **** ** **                                                                 | **** ** ** |
| **** ** **                                                                 | **** ** ** |
| ****Financial Statements:**                                                          | ****Page** ** |
| **** ** **                                                                 | **** ** ** |
| ****Condensed Consolidated Financial Statements:** **                           | **** ** ** |
| ****   Condensed Consolidated Balance Sheets** **                | ****4** |
| ****   Condensed Consolidated Statements of Operations** **      | ****5** |
| ****   Condensed Consolidated Statements of Cash Flows** **      | ****6** |
| ****   Notes to Condensed Consolidated Financial Statements** ** | ****7** |
| *** *                                                                           | *** * |
|                                                                                      |  |

*** *

| ** ** |
|------------|

****Table of Contents**

* *

| ******Ohana Enterprises and Subsidiary** **

****(A Development Stage Company)** **

****Condensed Consolidated Balance Sheets** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| **** ** **                                                                                                                                    | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** |
| **** ** **                                                                                                                                    | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | ****June 30,**

****2003** ** | **** ** ** | ****March 31,** **

****2004** |
| **** ** **                                                                                                                                    | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | ****(Unaudited)** |
| ****CURRENT ASSETS** **                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** |
| **** ** **                                                                                                                                    | ****Cash** ** | **** ** ** | **** ** ** | **** ** ** | ****$ 25,190 ** | *** * | ****$       -** |
| **** ** **                                                                                                                                    | ****Other receivables** ** | **** ** ** | ****- ** | *** * | ****416 ** |
| **** ** **                                                                                                                                    | ****Prepaid expenses** ** | **** ** ** | **** ** ** | ****93,300 ** | *** * | ****2,092,079 ** |
| **** ** **                                                                                                                                    | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * |
| ****TOTAL ASSETS** **                                                                                                                              | **** ** ** | **** ** ** | ****$118,490 ** | *** * | ****$    2,092,495 ** |
| **** ** **                                                                                                                                    | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * |
| ****LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)** **                                                                                            |
| **** ** **                                                                                                                                    | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** |
| ****CURRENT LIABILITIES** **                                                                                                                       | **** ** ** | **** ** ** | **** ** ** | **** ** ** |
| **** ** **                                                                                                                                    | ****Accounts payable and accrued liabilities** ** | ****$ 86,103 ** | *** * | ****$   144,104 ** |
| **** ** **                                                                                                                                    | ****Accrued liabilities - related parties** ** | ****148,147 ** | *** * | ****165,742 ** |
| *** *                                                                                                                                              | ****Bank overdraft** | ****- ** | *** * | ****293 ** |
| **** ** **                                                                                                                                    | ****Note payable - Hudson Consulting** ** | ****200,000 ** | *** * | ****- ** |
| *** *                                                                                                                                              | ****Line of credit, including accrued interest** | ****- ** | *** * | ****29,877 ** |
| **** ** **                                                                                                                                    | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * |
| **** ** **                                                                                                                                    | **** ** ** | ****Total Current Liabilities** ** | ****434,250 ** | *** * | ****340,016 ** |
| **** ** **                                                                                                                                    | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * |
| ****STOCKHOLDERS' EQUITY (DEFICIT)** **                                                                                                            | *** * | *** * | *** * |
| **** ** **                                                                                                                                    | ****Preferred stock, $0.001 par value, 10,000,000 shares**

****  authorized Issued and outstanding: nil** ** | *** * | *** * | *** * |
| **** ** **                                                                                                                                    | ****Common stock, $0.001 par value, 200,000,000 shares authorized**

****  16,629,638 and 75,285,275 shares, respectively, issued and**

****  outstanding** ** | ****16,630 ** | *** * | ****75,285 ** |
| **** ** **                                                                                                                                    | ****Additional paid-in capital** ** | ****489,323 ** | *** * | ****4,064,562 ** |
| **** ** **                                                                                                                                    | ****Stock subscription receivable** ** | ****(51,740)** | *** * | ****- ** |
| **** ** **                                                                                                                                    | ****Accumulated deficit during development stage** ** | **** ** ** | ****(769,973)** | *** * | ****(2,387,368)** |
| **** ** **                                                                                                                                    | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * |
| **** ** **                                                                                                                                    | **** ** ** | ****Total Stockholders' Equity (Deficit)** ** | ****(315,760)** | *** * | ****1,752,479 ** |
| **** ** **                                                                                                                                    | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * |
| ****TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)** **                                                                                      | ****$118,490 ** | *** * | ****$    2,092,495 ** |
| **** ** **                                                                                                                                    | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * |
| *** *

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

| *****4*** |
|-----------|

****Table of Contents**

*** *

| ****Ohana Enterprises and Subsidiary** **

****(A Development Stage Company)** **

****Condensed Consolidated Statements of Operations** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** |
| **** ** **                                                                                                                                            | **** ** ** | ****Three Months Ended** **

****March 31,** ** | **** ** ** | ****Nine Months Ended** **

****March 31,** ** | **** ** ** | ****From Inception** **

****(July 1, 2001)** **

****to** **March 31,** ** |
| **** ** **                                                                                                                                            | **** ** ** | ****2003** ** | **** ** ** | ****2004** ** | **** ** ** | ****2003** ** | **** ** ** | ****2004** ** | **** ** ** | ****2004** ** |
| **** ** **                                                                                                                                            | **** ** ** | ****(Unaudited)** ** | **** ** ** | ****(Unaudited)** ** | **** ** ** | ****(Unaudited)** ** | **** ** ** | ****(Unaudited)** ** | **** ** ** | ****(Unaudited)** ** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** |
| ****General and**

****  administrative**

****  expenses** **                                                                         | ****$  128,800 ** | *** * | ****$  1,274,426 ** | *** * | ****$ 340,636 ** | *** * | ****$  1,700,395 ** | *** * | ****$   2,270,368 ** |
| **** ** **                                                                                                                                            | **** ** ** | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Loss from operations** **                                                                                                                              | ****(128,800)** | *** * | ****(1,274,426)** | *** * | ****(340,636)** | *** * | ****(1,700,395)** | *** * | ****(2,270,368)** |
| **** ** **                                                                                                                                            | **** ** ** | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Provision for loss on**

****  related parties**

****  notes receivable** **                                                      | ****- ** | *** * | ****- ** | *** * | ****- ** | *** * | ****- ** | *** * | ****(200,000)** |
| **** ** **                                                                                                                                            | **** ** ** | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Other Income**                                                                                                                                              | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Gain on**

****   extinguishment of**

****   debt**                                                                          | *** * | ****- ** | *** * | ****83,000 ** | *** * | ****- ** | *** * | ****83,000 ** | *** * | ****83,000 ** |
| *** *                                                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Net loss** **                                                                                                                                          | **** ** ** | ****$ (128,800)** | *** * | ****$ (1,191,426)** | *** * | ****$ (340,636)** | *** * | ****$ (1,617,395)** | *** * | ****$ (2,387,368)** |
| **** ** **                                                                                                                                            | **** ** ** | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| **** ** **                                                                                                                                            | **** ** ** | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| **** ** **                                                                                                                                            | **** ** ** | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| **** ** **                                                                                                                                            | **** ** ** | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Basic weighted average**

****  number of common**

****  shares outstanding** **                                                  | ****14,775,696 ** | *** * | ****43,357,006 ** | *** * | ****8,867,725 ** | *** * | ****20,780,813 ** | *** * | *** * |
| **** ** **                                                                                                                                            | **** ** ** | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Net loss per common** **

****  share Basic** **                                                                                        | ****$    (0.01)** | *** * | ****$    (0.03)** | *** * | ****$   (0.04)** | *** * | ****$    (0.08)** | *** * | *** * |
| **** ** **                                                                                                                                            | **** ** ** | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****The accompanying notes are an integral part of these financial statements.** **                                                                        |
| *** *                                                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
|                                                                                                                                                                 |  |  |  |  |  |  |  |  |  |  |

**** ** **

| **5** |
|-------|

****Table of Contents**

*** *

| ****Ohana Enterprises and Subsidiary** **

****(A Development Stage Company)** **

****Condensed Consolidated Statements of Cash Flows** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | ****Nine Months Ended** **

****March 31,** ** | **** ** ** | ****From Inception** **

****(July 1, 2001)**

****to** **March 31,** ** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | ****2003** ** | **** ** ** | ****2004** ** | **** ** ** | ****2004** ** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | ****(Unaudited)** ** | **** ** ** | ****(Unaudited)** ** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** |
| ****CASH FLOWS FROM OPERATING ACTIVITIES** **                                                                                                              | **** ** ** | **** ** ** | **** ** ** | **** ** ** | **** ** ** |
| **** ** **                                                                                                                                            | ****Net loss** ** | **** ** ** | ****$(340,636)** | *** * | ****$(1,617,395)** | *** * | ****$(2,387,368)** |
| **** ** **                                                                                                                                            | ****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** ** | ****368,370 ** | *** * | ****3,533,894 ** | *** * | ****3,874,824 ** |
| *** *                                                                                                                                                      | *** * | ****Gain from extinguishment of debt** | ****- ** | *** * | ****(83,000)** | *** * | ****(83,000)** |
| **** ** **                                                                                                                                            | ****Changes in:** ** | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| **** ** **                                                                                                                                            | **** ** ** | ****Accounts receivable** ** | **** ** ** | ****- ** | *** * | ****(416)** | *** * | ****(416)** |
| **** ** **                                                                                                                                            | **** ** ** | ****Prepaid expenses** ** | **** ** ** | ****(93,468)** | *** * | ****(1,998,779)** | *** * | ****(2,012,079)** |
| **** ** **                                                                                                                                            | **** ** ** | ****Accounts payable and accrued liabilities** ** | ****16,409 ** | *** * | ****58,753** | *** * | ****144,856 ** |
| **** ** **                                                                                                                                            | **** ** ** | ****Accrued liabilities - related parties** ** | ****28,358 ** | *** * | ****17,595 ** | *** * | ****165,742 ** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | ****NET CASH USED BY OPERATING**

****   ACTIVITIES** ** | ****(20,967)** | *** * | ****(89,348)** | *** * | ****(128,158)** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| ****CASH FLOWS FROM FINANCING ACTIVITIES** **                                                                                                              | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                                      | ****Bank overdraft** | ****- ** | *** * | ****293 ** | *** * | ****293 ** |
| **** ** **                                                                                                                                            | ****Payment received on subscription receivable** ** | ****- ** | *** * | ****51,740 ** | *** * | ****90,842 ** |
| *** *                                                                                                                                                      | ****Advance on line of credit** | ****- ** | *** * | ****29,125 ** | *** * | ****29,125 ** |
| **** ** **                                                                                                                                            | ****Proceeds from sale of common stock** ** | ****25,000 ** | *** * | ****100,000 ** | *** * | ****125,000 ** |
| **** ** **                                                                                                                                            | ****Offering costs** ** | **** ** ** | ****- ** | *** * | ****- ** | *** * | ****(3,102)** |
| *** *                                                                                                                                                      | ****Payment on note payable to Hudson Consulting** | *** * | ****- ** | *** * | ****(117,000)** | *** * | ****(117,000)** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | ****NET CASH PROVIDED BY FINANCING**

****   ACTIVITIES** ** | ****25,000 ** | *** * | ****64,158 ** | *** * | ****125,158 ** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| ****NET CHANGE IN CASH** **                                                                                                                                | **** ** ** | ****4,033 ** | *** * | ****(25,190)** | *** * | ****- ** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| ****Cash, beginning of period** **                                                                                                                         | **** ** ** | ****- ** | *** * | ****25,190 ** | *** * | ****- ** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| ****Cash, end of period** **                                                                                                                               | **** ** ** | ****$       4,033 ** | *** * | ****$            - ** | *** * | ****$            - ** |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| ****SUPPLEMENAL SCHEDULE OF NON-CASH INVESTING** **                                                                                                        | *** * | *** * | *** * | *** * | *** * |
| **** ** **                                                                                                                                            | ****ACTIVITIES:** ** | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| **** ** **                                                                                                                                            | **** ** ** | ****Issuance of common stock for services** ** | ****$  368,370 ** | *** * | ****$ 1,166,610 ** | *** * | ****$ 2,158,565 ** |
| *** *                                                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                                      | *** * | ****Issuance of common stock for prepaid**

****    services** | *** * | *** * | ****$ 2,002,704 ** | *** * | *** * |
| *** *                                                                                                                                                      | *** * | *** * | *** * | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| **** ** **                                                                                                                                            | **** ** ** | **** ** ** | **** ** ** | **** ** ** | *** * | *** * | *** * | *** * | *** * |
| ****The accompanying notes are an integral part of these financial statements.** **                                                                        |
| *** *                                                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
|                                                                                                                                                                 |  |  |  |  |  |  |  |  |  |

**** ** **

| **6** |
|-------|

****Table of Contents**

****Ohana Enterprises, Inc. and Subsidiary**

****(A Development Stage Company)**

****Notes to Condensed Consolidated Financial Statements**

**** ** **

****1.   ORGANIZATION** **

*** *

****Ohana Enterprises, Inc., a**Delaware** corporation (together with Visual Interviews, Inc., its wholly-owned subsidiary, the "Company") was incorporated in the State of**Nevada** in July 2001.  The Company is in the development stage, as defined in Financial Accounting Standards Board Statement No. 7.  The Company's fiscal year end is June 30.** **

**** ** **

****On January 14, 2004, the Company signed a non-binding Memorandum of Agreement to acquire RestauranTech (“REST”), a wholly owned subsidiary of Interactive Ideas Consulting Group, Inc. ("I2CG"). REST provides service-enhancing technologies to the hospitality market. Neal Weisman, a shareholder of the Company, is the former CEO and a former shareholder of I2CG.  REST provides service-enhancing technologies to the hospitality market. This acquisition includes all of RestauranTech's client relationships and suite of products, including its flagship product, "Wi-Fi 802.11b hotspot service."**

*** *

****Subsequent to the closing of this acquisition, certain differences in strategic direction for the organization and other issues have arisen which have caused the parties to seek to rescind the transaction.  The Company and I2CG are currently negotiating the terms and conditions of a rescission.  See Note 5 to Notes to Condensed Consolidated Financial* *Statements. **

*** *

****Ohana Enterprises has suspended development and operations of Visual Interviews, Inc. in order to pursue its acquisition and expansion of RestauranTech.  **

*** *

| **7** |
|-------|

****Table of Contents**

****2.   BASIS OF PRESENTATION** **

**** ** **

****The accompanying unaudited financial statements include the accounts of Ohana Enterprises, Inc. and its wholly-owned subsidiary Visual Interviews, 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 nine months ended March 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 nine months ended March 31, 2004, are not necessarily indicative of the results of operations for the full year ending June 30, 2004.  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, 2003.** **

**** ** **

****The preparation of 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.** **

*** *

****3.   RELATED PARTY PAYABLES** **

**** ** **

****The Company owes a total of $165,742 to management and consultants as reimbursement for expenses incurred during the development phase of operations. These are non interest-bearing obligations of the Company.** **

*** *

****4.    NOTE PAYABLE -**HUDSON** CONSULTING GROUP, INC.**

*** *

****During the quarter ended March 31, 2004, the Company settled the note payable to Hudson Consulting for $117,000 and realized a non-cash gain of $83,000, included in the statement of operations as extinguishment of debt.  The Company raised the funds necessary to settle the note payable from the sale of 10,000,000 shares of restricted common stock for $0.01 per share, which raised funds of $100,000.  Additionally, the Company obtained financing in the form of a line-of-credit for up to $30,000, which matures on June 30, 2004.  Interest accrues at 20% per annum and is payable on or before June 30, 2004.  The Company, at its discretion, can either pay the line-of-credit with cash or 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 March 31, 2004, is $29,877.**

*** *

****5.   SUBSEQUENT EVENTS** **

**** ** **

**·*       *****The Company issued an aggregate of  107,000 shares for legal fees in lieu of cash between March 31, 2004 and May 10, 2004.** **

*** *

**·*       *****On April 1, 2004, the Company consummated the acquisition of 100% of the issued and outstanding common stock of REST, a wholly-owned subsidiary of I2CG, in consideration of the issuance to I2CG of an aggregate of 2,200,000 shares of the Company’s Series A Convertible Preferred Stock (the "Series A Preferred Stock"). Of the 2,200,000 Series A Preferred Stock issued, 1,700,000 shares were for the acquisition of REST and 500,000 were issued for services in connection with the acquisition. The Series A Preferred Stock can be converted to 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, is the former president and a former shareholder of I2CG. As required under the terms of the Agreement and Plan of Reorganization for the acquisition of REST (the “Agreement”), the Company’s Board of Directors elected Neal Weisman and Brett Martin to fill two vacancies on the Board, effective April 1, 2004.  Mr. Weisman will also serve as Chairman of the Board.  Mr. Martin is the Company’s newly-elected President and CEO (see below).  Pursuant to the Agreement, Mr. Weisman was also appointed as the Company’s Chief Operating Officer and Linda Ford was appointed as the Company’s Vice President of Marketing.**

*** *

**·*       *****At April 1, 2004, the Company had an aggregate of 75,285,275 shares of common stock outstanding on a fully-diluted basis. Therefore, if I2CG converted all of the Series A Preferred Stock on that date, it would own and control 76% of the Company’s outstanding and fully-diluted common stock.**

*** *

**·*       *****On April 1, 2004, the Company’s Board of Directors acknowledged the expiration of the term for Dennis Thompson as a Director of the Company. Mr. Thompson’s service as Director was pursuant to and a condition of the Stock Purchase Agreement by and between Hudson Consulting Group, Inc. (Hudson) and each of Isaac P. Simmons, Kathryn A. Christmann, Gerard Nolan, David Cronshaw, Interactive Ideas, Jonathan Thomas and Phillip Crawford dated August 16, 2002. All obligations to Hudson Consulting Group were paid in full on February 20, 2004.**

*** *

**·*       *****On April 1, 2004, Brett Martin joined the Company as Chief Executive Officer.  Brett Martin brings more than 15 years of executive management, sales leadership and marketing experience to RestauranTech. Martin comes to Ohana and RestauranTech from DynTek, Inc., a national technology service provider, where he served as Senior Vice President.**

*** *

**·*       *****Subsequent to the closing of the acquisition of REST, certain differences in strategic direction for the organization and other issues have arisen which have caused the parties to seek to rescind the transaction.  The Company and I2CG are currently negotiating the terms and conditions of a rescission, which would include the resignations of Messrs. Weisman and Martin from the Company’s Board of Directors and the resignations of Messrs. Weisman and Martin and Ms. Ford as officers of the Company.  In addition, the rescission would provide for the return and cancellation of all shares of Series A Preferred Stock to be issued in connection with the acquisition, and the reimbursement of certain of I2CG’s expenses.   The Company is continuing to evaluate other acquisition candidates.**

*** *

| **8** |
|-------|

****Table of Contents**

****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, 2003 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 consolidated financial statements and notes thereto.** **

**** ** **

****PLAN OF OPERATION** **

**** ** **

****The Company was incorporated in**California** in 1964, and 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 one hundred percent (100%) of the outstanding common stock of Visual Interviews, Inc., 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 Visual Interviews 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. is a holding company with no operations.  VI is a wholly-owned subsidiary of the Company, and has been the only operational business within the Company.  The Company suspended all development of the VI technology and products in early 2004, due to financial constraints and the proposed acquisition of REST.**

****On April 1, 2004, the Company consummated the acquisition of 100% of the issued and outstanding common stock of REST, a wholly-owned subsidiary of I2CG.  In concurrence with the acquisition of REST, the Company intended to change its name to Hospitality Tech Inc.**

****Subsequent to the closing of the acquisition of REST, certain differences in strategic direction for the organization and other issues have arisen which have caused the parties to seek to rescind the transaction, including but not limited to the availability of audited financial statements for REST.  The Company and I2CG are currently negotiating the terms and conditions of a rescission, which would include the resignations of Messrs. Weisman and Martin from the Company’s Board of Directors and the resignations of Messrs. Weisman and Martin and Ms. Ford as officers of the Company.  In addition, the rescission would provide for the return and cancellation of all shares of Series A Preferred Stock issued in connection with the acquisition, and the reimbursement of certain of I2CG’s expenses.  The Company is continuing to evaluate other acquisition candidates.**

| **9** |
|-------|

****Table of Contents**

*** *

****The Company secured a loan in this quarter from a private individual for up to $30,000 and is currently negotiating terms to extend that financing agreement.   The Company estimates that $50,000 will be required to fund immediate operational needs.**

*** *

****The Company is seeking to expand its Board of Directors to include two additional members with expertise in the technology or financial sectors.   To date, the Company has not entered into any agreements with any prospective candidates.** **

**** ** **

****RESULTS OF OPERATIONS** **

**** ** **

****Three and Nine Months Ended March 31, 2004 Compared To Three and Nine Months Ended March 31, 2003** **

**** ** **

****Revenues.**  The Company did not generate any revenue in the three or nine months ended March 31, 2004 and 2003, respectively.  Since the October 2002 acquisition of VI, the Company's focus has been on the creation of an infrastructure and the development of the VI suite of products.   The Company has been in the development stage since July 2001.  In April 2004, the Company consummated the acquisition of REST, an operating company with revenues, and has suspended all development of the VI technology and products.**

**** ** **

****General and Administrative Expenses.**  The Company incurred $1,274,426 in general and administrative expenses for the three months ended March 31, 2004, compared to $128,800 for the three months ended March 31, 2003.  The Company incurred $1,700,395 in general and administrative expenses for the nine months ended March 31, 2004, compared to $340,636 for the nine months ended March 31, 2003. The substantial increases in the three and nine-month periods of 2004 were due primarily to expenses incurred to facilitate the growth of Ohana through acquisition, awareness and fundraising efforts, including consulting services and professional fees.**

****   ** **

****For the three months ended March 31, 2004, an aggregate of 11,915,500 shares of common stock were issued to consultants in lieu of cash compensation and 27,212,000 shares of common stock were issued as compensation for prepaid services.  Employees and consultants receiving stock agreed to receive these securities, in lieu of cash, for payment of services rendered. For the nine months ended March 31, 2004, an aggregate of 15,592,538 shares of common stock were issued for similar non-cash compensation and 33,063,099 shares were issued for prepaid services. 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. Management expects to commence sales and marketing efforts as soon as a viable operating business has been acquired.**

*** *

| **10** |
|--------|

****Table of Contents**

****Net Loss.**  As a result of the foregoing factors, the Company's net loss increased to $1,191,426 and $1,617,395, respectively, for the three and nine months ended March 31, 2004, compared to a net loss of $128,800 and $340,636, respectively, for the three and nine months ended March 31, 2003. The net loss per share was $0.03 and $0.08 for the respective three and nine month periods ended March 31, 2004, and $0.01 and $0.04 for the respective three and nine-month periods ended March 31, 2003.  **

*** *

****LIQUIDITY AND CAPITAL RESOURCES**

* *

****The Company has not had any revenues to date, and has experienced operating losses since inception primarily caused by its continued development costs.  As shown in the accompanying financial statements, the Company incurred a net loss of $1,191,426 and $1,617,395, respectively, for the three and nine-month periods ended March 31, 2004. Those factors create an uncertainty and raise 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.** **

*** *

****The Company is currently devoting its efforts to raising capital for operational needs as well as for the acquisition of an operating business entity.  Management anticipates that additional capital will be derived from public or private placements of equity and debt securities; however, to date the Company has raised only a minimal amount of cash.**

*** *

****During the three months ended March 31, 2004, the Company raised $100,000 in equity financing through the exercise of an option to purchase 10,000,000 shares of restricted common stock at $.01 per share.  The funds were specifically allocated toward the resolution of the litigation with the Hudson Consulting Group.  An additional $29,125 was raised through a loan agreement by which the amounts owed will convert, at the Company's option, into Company restricted common stock if the obligation is not paid by June 30, 2004.   **The Company is currently seeking a small bridge loan of $50,000 to fund immediate operational needs. The Company has suspended development activities for its Visual Interviews subsidiary and plans to redirect all future funding to Company operations with the goal of working toward completion of an acquisition.**

*** *

****Other efforts are focused on building the Company's Board of Directors and in an attempt to bring additional experience and industry expertise to the Company.** **

**** ** **

*** *

****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:** **

**** ** **

****OHANA NEEDS SIGNIFICANT ADDITIONAL CAPITAL.**  The Company is currently experiencing a capital shortfall and has suspended development of its VI technology and products.  Management estimates that current cash and cash equivalents are currently insufficient to meet anticipated cash needs for working capital and capital expenditures.  Ohana 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.  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 Ohana 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.** **

*** *

| **11** |
|--------|

****Table of Contents**

****OHANA 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 introduce new products into new and rapidly evolving markets characterized by intense competition. To address these risks and uncertainties, the Company must, among other things, successfully market the talents and capabilities of its management team and complete and introduce products and product enhancements in a timely manner, continue to upgrade and commercialize its technologies, compete effectively with a large number of technologically sophisticated and well financed companies, and attract, retain and motivate highly qualified personnel, and manage rapid growth.  There can be no assurance that Ohana will successfully address these challenges.** **

**** ** **

****THE COMPANY HAS A HISTORY OF LOSSES, AND ITS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT DATED SEPTEMBER 9, 2003, INCLUDES AN EXPLANATORY PARAGRAPH RELATING TO SUBSTANTIAL**DOUBT** **AS** TO OHANA'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 of Ohana's status as a development stage company and the need to conduct additional research and development prior to completing its technology and introducing services to the market, management expects to incur net losses for the foreseeable future. If the Company's growth is slower than anticipated or operating expenses exceed expectations, Ohana's losses will be significantly greater. The Company may never achieve profitability. Primarily as a result of these recurring losses, Ohana's independent certified public accountants modified their report on the June 30, 2003 financial statements to include an uncertainty paragraph wherein they expressed substantial doubt about the Company's ability to continue as a going concern.** **

****The Company's business plan requires that it incur significant operating expenses in order to develop and extend its business model, its technology and its operations, as well as respond to unanticipated competitive pressures. At this time, the Company does not have a source of operating capital, as it is still in the development stage. As a result, Ohana intends to raise additional capital through public or private debt or the sale of equity and/or debt securities. There can be no assurance that additional financing will be available on terms favorable to Ohana, 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 develop its technology, respond to unanticipated competitive pressures, or continue to fund its operations. Such inability could have a material adverse effect on the Company's business, financial condition, results of operations and prospects.** **

**** ** **

****OHANA MAY EXPERIENCE INTEGRATION ISSUES.  **The Company’s strategy to grow by acquisition could fail due to the inability to integrate those companies with Ohana and its subsidiaries.  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 Ohana 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'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 Ohana'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.** **

*** *

| **12** |
|--------|

****Table of Contents**

****ITEM 3.  CONTROLS AND PROCEDURES** **

**** ** **

****On May 10, 2004, management concluded its evaluation of the effectiveness of the Company's disclosure controls and procedures.  As of that date, the Company's interim 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 interim 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.** **

**** ** **

**** ** **

****PART II - OTHER INFORMATION** **

**** ** **

****ITEM 1.  LEGAL PROCEEDINGS.** **

****On March 19, 2004, the Company filed a complaint against its former CEO, Gerard Nolan, in the Superior Court of the State of**California** for the**County** of**Los Angeles**. The claims against Mr. Nolan include breach of fiduciary duty. The parties are attempting to negotiate a resolution of this matter.**

****ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.** **

**** ** **

****On January 2, 2004, the Company granted an option to purchase 10,000,000 shares of Ohana restricted common stock at $.01 per share.   The option was exercised on   February 26, 2004, and the proceeds were applied toward settlement of the litigation with Hudson Consulting Group. The option grant was made in reliance on Section 4(2) of the Securities Act of 1933, as amended, and was made without general solicitation or advertising.  The optionee was a sophisticated investor with access to all relevant information necessary to evaluate the investment.**

*** *

****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.** **

*** *

| **13** |
|--------|

****Table of Contents**

****ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.** **

*** *

| ****Exhibit No.** ** | ****Title of Exhibit** **                                                             |
|---------------------------|--------------------------------------------------------------------------------------------|
| **** ** **      | **** ** **                                                                       |
| ****31.01** **       | ****Certification Pursuant  to Exchange Act Rules 13a-15(e) and 15d-15(c)** |
| ****32.01** **       | ****Certification Pursuant to Section 906**                                                |
| *** *                | *** *                                                                                 |
|                           |                                                                                            |

**** ** **

****SIGNATURES** **

**** ** **

****      In accordance with the requirements of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.** **

**** ** **

| **** ** **                        | ****OHANA ENTERPRISES, INC.** **         |
|---------------------------------------------|-----------------------------------------------|
| **** ** **                        | **** ** **                          |
| ****Date:  May 25, 2004** ** | ****/s/ Catherine Thompson**                  |
| **** ** **                        | ****Interim Chief Executive Officer** ** |
| **** ** **                        | ****Chief Financial Officer**                 |
| *** *                                  | *** *                                    |
|                                             |                                               |

**** ** **

*** *

| **14** |
|--------|

****Table of Contents**

****CERTIFICATIONS** **

****Exhibit 31.01**

**** ** **

****I, Catherine Thompson, certify that:** **

**** ** **

****1.     I have reviewed this amended quarterly report on Form 10-QSB of OHANA ENTERPRISES, INC.;** **

**** ** **

****2.     Based on my knowledge, this amended 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 amended quarterly report;** **

**** ** **

****3.     Based on my knowledge, the financial statements, and other financial information included in this amended 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 amended 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 - 15(e) and 15d - 15(e) for the registrant and we have:** **

**** ** **

****       a.      designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, 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 amended quarterly report is being prepared;** **

**** ** **

****       b.      evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this amended report and our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this amended quarterly report based on such evaluation; and** **

**** ** **

****       c.      disclosed in this amended quarterly report any change in the registrant's internal control over financial reporting that occurred during; the registrant's fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;**

**** ** **

****5.     The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):** **

**** ** **

****       a.      All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which is reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 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 over financial reporting.** **

**** ** **

****Date: May 25, 2004** **

**** ** **

****/s/ Catherine Thompson**

*** *

****Catherine Thompson**

****Interim Chief Executive Officer** **

****and Chief Financial Officer**

*** *

| **15** |
|--------|

****Table of Contents**

****Exhibit 32.01- Certification of Interim Chief Executive Officer** and Chief Financial Officer**

*** *

****CERTIFICATION OF INTERIM CHIEF EXECUTIVE OFFICER** AND CHIEF FINANCIAL OFFICER**

*** *

****I, Catherine Thompson, Interim Chief Executive Officer and Chief Financial Officer of OHANA ENTERPRISES, INC (the** **"Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:** **

**** ** **

****     (1)  the amended quarterly report on Form 10-QSB of the Registrant, to which this certification is attached as an exhibit (the "Report"), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m);** **

**** ** **

****          and** **

**** ** **

****     (2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.** **

**** ** **

****Date: May 25, 2004** **

**** ** **

****/s/ Catherine Thompson**

*** *

****    Catherine Thompson**

****    Interim Chief Executive Officer** and Chief Financial Officer**

| **16** |
|--------|

****Table of Contents** **