UNITED
                STATES
 SECURITIES
                AND EXCHANGE COMMISSION
 Washington,
                D.C.  20549
  FORM
                10-QSB
   QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
                ACT OF 1934
 
 For
                the
                period ended December 31, 2005
 
  
 TRANSITION
                REPORT PURSUANT TO 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.
 (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.)
 23852
                            Pacific Coast Highway, #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
 
 Indicate
                  by check mark whether the registrant is a shell company (as defined
                  in Rule
                  12b-2 of the Exchange Act)
 
 Yes
                  _X_
                  No
  The
                  number of outstanding shares of the issuer's common stock, $0.001
                  par value, as
                  of February 3, 2006 was 52,727,918
 
 Transitional
                  Small Business Disclosure Format (Check one):    Yes __ No
                  _X_


VINOBLE,
          INC.
 
 INDEX
   PART
                    I       -
                FINANCIAL
                    INFORMATION
                F-1ITEM
                    1.
                FINANCIAL
                    STATEMENTS
                F-1ITEM
                    2.
                MANAGEMENT'S
                    DISCUSSION AND ANALYSIS OR PLAN
                  OF
                    OPERATION
                1ITEM
                    3.
                CONTROLS
                    AND PROCEDURES
                12PART
                    II     -
                OTHER
                    INFORMATION
                12
  ITEM
                    1.
                LEGAL
                    PROCEEDINGS
                12ITEM
                    2.
                UNREGISTERED
                    SALES OF EQUITY SECURITIES
                  AND
                    USE OF PROCEEDS
                12ITEM
                    3.
                DEFAULTS
                    UPON SENIOR SECURITIES
                13ITEM
                    4.
                SUBMISSION
                    OF MATTERS TO A VOTE OF SECURITY HOLDERS
                13ITEM
                    5.
                OTHER
                    INFORMATION
                13ITEM
                    6.
                EXHIBITS
                    AND REPORTS ON FORM 8-K
                13SIGNATURES
                
                13CERTIFICATIONS
  
 
 PART
                    I      -
                FINANCIAL
                    INFORMATIONITEM
                    1.
                FINANCIAL
                    STATEMENTS(a)
                Financial
                    Statements
                Page---Balance
                    Sheets as of June 30 and December 31, 2005 (Unaudited)
                F-1Statements
                    of Operations (Unaudited) For the Three and Six Months Ended
                    December 31,
                F-32004
                    and 2005, and from Inception (July 1, 2001) to December 31,
                    2005
  Statements
                    of Cash Flows (Unaudited) For the Six Months Ended December 31,
                    2004 and
                    2005 and from Inception (July 1, 2001) to December 31, 2005
                F-4Notes
                    to Financial Statements
                F-6
  
 Vinoble,
          Inc.
 (A
          Development Stage Company)
 Balance
          Sheets
  December
                    31,
                
                
                June
                    30,2005
                
                
                2005UnauditedASSETSCURRENT
                    ASSETSCash
                $
                -
                
                $
                38Prepaid
                    expenses
                
                12,500
                
                
                396,667Other
                    assets
                
                384
                
                
                384Deferred
                    Cost of Acquisition
                
                1,012,000
                
                
                -Total
                    Current Assets
                
                1,024,884
                
                
                397,089TOTAL
                    ASSETS
                $
                1,024,884
                
                $
                397,089LIABILITIES
                    AND STOCKHOLDERS' EQUITY / (DEFICIT)CURRENT
                    LIABILITIESAccounts
                    payable and accrued liabilities
                $
                219,228
                
                $
                225,952Accrued
                    liabilities - related parties
                
                59,020
                
                
                57,517Bank
                    Overdraft
                
                2,741
                
                
                -Note
                    payable with accrued interest - IICG
                
                172,800
                
                
                172,800Current
                    portion of Note payable with accrued interest - Overseas
                
                25,325
                
                
                -Short-term
                    Loan with accrued interest - M. Avatar
                
                12,708
                
                
                -Total
                    Current Liabilities
                
                491,822
                
                
                456,269LONG
                    TERM LIABILITIESNote
                    payable with accrued interest - Overseas
                
                106,364
                
                
                -Total
                    Long Term Liabilities
                
                106,364
                
                
                -TOTAL
                    LIABILITIES
                
                598,186
                
                
                456,269Table
                    continued on F-2
 The
          accompanying notes are an integral part of these financial
          statements.
 
 F-1
 
 
 Table
                    continued from F-1December
                    31,
                
                
                June
                    30,2005
                
                
                2005UnauditedSTOCKHOLDERS'
                    EQUITY / (DEFICIT)Preferred
                    stock, $0.001 par value, 10,000,000 shares authorizedSeries
                    A Preferred stock, 100 shares,issuable
                
                -
                
                
                -Series
                    B Preferred stock, 100 shares,issuable
                
                -
                
                
                -Common
                    stock, $0.001 par value, 400,000,000 authorized52,727,918
                    and 28,780,166, respectively,issued
                    and outstanding
                
                52,728
                
                
                28,780Additional
                    paid-in capital
                
                20,384,239
                
                
                19,130,438Stock
                    subscription receivable
                
                (261,863
                )
                
                (396,958
                )Prepaid
                    expenses - expenses prepaid with common stock
                
                (291,352
                )
                
                -Escrowed
                    shares
                
                (4,200,000
                )
                
                (5,000,000
                )Treasury
                    stock, 1,620 shares
                
                (810
                )
                
                (810
                )Accumulated
                    deficit in the development stage
                
                (15,256,244
                )
                
                (13,820,630
                )(291,352)
                
                
                -Total
                    Stockholders' Equity (Deficit)
                
                718,050
                
                
                (59,180
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
                $
                1,024,884
                
                $
                397,089
 
 
 The
          accompanying notes are an integral part of these financial
          statements.
 
 F-2
 
 Vinoble,
          Inc.
 (A
          Development Stage Company)
 Statements
          of Operations
 
 From
                    Inception(July
                    1, 2001)Three
                    Months Ended
                Six
                    Months Ended
                
                toDecember
                    31,
                December
                    31,
                
                December
                    31,2005
                
                
                2004
                
                
                2005
                
                
                2004
                
                
                2005Unaudited
                
                
                Unaudited
                
                
                Unaudited
                
                
                Unaudited
                
                
                UnauditedGeneral
                    and administrative expenses
                $
                752,563
                
                $
                989,456
                
                $
                1,433,718
                
                $
                1,235,542
                
                $
                15,138,284Loss
                    from continuing operations
                
                (752,563
                )
                
                (989,456
                )
                
                (1,433,718
                )
                
                (1,235,542
                )
                
                (15,138,284
                )Other
                    income and expensesGain
                    from extinguishment of debt
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                83,000Gain
                    from settlement of lawsuit
                
                -
                
                
                -
                
                
                -
                
                
                90,415
                
                
                90,415Interest
                    expense
                
                (1,896
                )
                
                (3,398
                )
                
                (1,896
                )
                
                (7,406
                )
                
                (18,350
                )Net
                    loss from continuing operationsafter
                    other income and expenses
                
                (754,459
                )
                
                (992,854
                )
                
                (1,435,614
                )
                
                (1,152,533
                )
                
                (14,983,219
                )Discontinued
                    operationsLoss
                    on disposal of Visual Interviews, Inc.less
                    applicable income taxes
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (73,025
                )(754,459
                )
                
                (992,854
                )
                
                (1,435,614
                )
                
                (1,152,533
                )
                
                (15,056,244
                )Provision
                    for loss on related partiesreceivable
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (200,000
                )Net
                    loss
                $
                (754,459
                )
                $
                (992,854
                )
                $
                (1,435,614
                )
                $
                (1,152,533
                )
                $
                (15,256,244
                )Basic
                    weighted average number of commonshares
                    outstanding
                
                48,969,643
                
                
                1,345,843
                
                
                40,557,484
                
                
                713,226Net
                    loss per common share, Basic
                $
                (0.02
                )
                $
                (0.74
                )
                $
                (0.04
                )
                $
                (1.62
                )
 
 The
          accompanying notes are an integral part of these financial
          statements.
 
 F-3
 
 Vinoble,
          Inc.
 (A
          Development Stage Company)
 Statements
          of Cash Flows
 From
                  InceptionSix
                    Months Ended
                
                July
                    1, 2001December
                    31,
                
                to
                    December 31,2005
                
                
                2004
                
                
                2005(Unaudited)
                
                
                (Unaudited
                )
                
                (Unaudited
                )CASH
                    FLOWS FROM OPERATING ACTIVITIESNet
                    Loss
                
                $
                (1,435,614
                )
                $
                (1,152,533
                )
                $
                (15,256,244
                )Adjustments
                    to reconcile net loss to net provided byoperating
                    activitiesNon-cash
                    adjustments:Effect
                    of merger
                
                
                -
                
                
                -
                
                
                (27,717
                )Loss
                    from related parties  in merger
                
                
                -
                
                
                -
                
                
                200,000Issuance
                    of stock for services
                
                
                1,277,750
                
                
                1,407,306
                
                
                9,027,087Gain
                    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
                
                
                175,034Issuance
                    of stock for notes payable with accrued interest
                
                
                -
                
                
                42,371
                
                
                42,371Issuance
                    of stock for subscription receivable
                
                
                -
                
                
                13,184
                
                
                13,184Issuance
                    of stock for deferred cost of acquisition
                
                
                -
                
                
                -
                
                
                5,515,613Changes
                    in:Accounts
                    receivable
                
                
                -
                
                
                -
                
                
                (384
                )Prepaid
                    expenses
                
                
                92,815
                
                
                (89,084
                )
                
                (223,852
                )Deferred
                    cost of acquisition
                
                
                (212,000
                )
                
                (235,246
                )
                
                (212,000
                )Accounts
                    payable and accrued liabilities
                
                
                (6,724
                )
                
                32,925
                
                
                223,121Accrued
                    liabilities - related parties
                
                
                1,502
                
                
                (121,912
                )
                
                59,019Accrued
                    interest
                
                
                1,896
                
                
                3,752
                
                
                10,803NET
                    CASH USED BY OPERATING ACTIVITIES
                
                
                (280,374
                )
                
                (14,618
                )
                
                (627,378
                )CASH
                    FLOWS FROM FINANCING ACTIVITIESBank
                    overdraft
                
                
                2,741
                
                
                57
                
                
                2,741Payment
                    received on subscription receivable
                
                
                135,095
                
                
                53,800
                
                
                317,239Offering
                    costs
                
                
                -
                
                
                -
                
                
                (3,102
                )Proceeds
                    from notes payable
                
                
                142,500
                
                
                -
                
                
                302,500Payments
                  on notes payable
                
                
                -
                
                
                (39,225)
                
                
                -Proceeds
                    from sale of common stock
                
                
                -
                
                
                -
                
                
                125,000Payment
                    on note payable - Hudson Consulting Group, Inc.
                
                
                -
                
                
                -
                
                
                (117,000
                )NET
                    CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                280,336
                
                
                14,632
                
                
                627,378NET
                    CHANGE IN CASH
                
                
                (38
                )
                
                14
                
                
                -Cash,
                    beginning of period
                
                
                38
                
                
                (14
                )
                
                -Cash,
                    end of period
                
                $
                -
                
                $
                -
                
                $
                -
  F-4
  
   Six
                    Months EndedDecember 31,2005
                
                
                2004SUPPLEMENTAL
                    SCHEDULE OF NON-CASH INVESTING ACTIVITIES:
                
                
                (Unaudited
                )
                
                (Unaudited
                )Issuance
                    of common stock for services
                
                $
                1,187,065
                
                $
                828,681Issuance
                    of common stock for prepaid services Escrowed shares used for
                    deterred
                    acquisition cost
                
                $
                90,685
                
                $
                577,500Escrowed
                  shares used for deferred acquisition cost
                
                $
                800,000
                
                $
                -
  The
          accompanying notes are an integral part of these financial
          statements.
 
 F-5
  
 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 been engaged in a series of transactions and restructurings
          designed
          to acquire assets or an existing business for acquisition or merger to
          provide
          long-term growth for its shareholders. The Company’s search for an operating
          business or assets for acquisition was facilitated in September 2004 by
          the
          consummation of a significant investment in the Company by a strategic
          partner,
          GarcyCo Capital Corp. ("GCCC"). ( *See
          Note 10. Subscription Receivables).*
 
 The
          Company effected a 1 for 500 reverse stock split to all shareholders of
          record
          as of October 15, 2004. The reverse stock split was designed to facilitate
          the
          Company’s acquisition strategy. 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. All share numbers and values
          have
          been retroactively restated for purposes of comparison.
 
 In
          furtherance of its acquisition strategy, in December 2004, the Company
          entered into an Agreement and Plan of Reorganization (the "Agreement")
          with
          GCCC. 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.
          ( *See
          Note 9. Escrowed Shares).* Additionally, the Company has committed to issue to GCCC 100 shares of
          the Company’s Series A Convertible Preferred Stock and 100 shares of Series B
          Preferred Stock. The Series A Convertible Preferred Stock is convertible
          into
          50.1% of Vinoble's Common Stock at the time of conversion, which is determined
          at the sole discretion of GCCC. The Series A Convertible Preferred Stock
          has one
          vote per share. The Series B Convertible Preferred Stock is convertible
          into
          shares of Common Stock at a ratio of 1 for 1, and the time of conversion
          shall
          be determined at the sole discretion of GCCC. Each share of Series B Convertible
          Preferred Stock is entitled to 1,000,000 votes until such shares are converted
          into Common Stock. To date, neither the Series A Convertible Preferred
          Stock nor
          the Series B Convertible Preferred Stock has been issued, however, the
          Company
          has prepared the Certificates of Designation and is filing them with the
          State
          of Delaware. ( *See
          Note 8. Convertible Preferred Stock, Committed).*
  The
          Company executed a Purchase Agreement (the "Hazard Agreement") with Overseas
          Investment Banking Alliance, S.A., a Panamanian corporation ("Overseas"),
          on
          October 10, 2005, for the purchase of Overseas’ 98% interest in the Hazard Lake
          Property in Ontario, Canada. The Hazard Agreement calls for an aggregate
          purchase price of $397,000, of which $197,000 is to be paid in cash (of
          which
          $67,000 has been prepaid), with the balance represented by a note for $130,000,
          payable in annual installments as follows: $25,000 on March 15, 2006, $30,000
          on
          March 15, 2007, $35,000 on March 15, 2008, and $40,000 on March 15, 2009.
          Additionally the Company has issued 2,000,000 shares of Common Stock to
          Overseas. These shares were delivered from the 12,500,000 shares issued
          to GCCC
          pursuant to the terms of the Agreement with GCCC. The Hazard Agreement
          values
          the shares at $200,000 or $0.10 per share based on the current market price
          on
          the date of the purchase agreement. However, the 12,500,000 Escrowed shares
          were
          valued at $0.40 per share when issued to GCCC and, therefore, the Company
          is
          required to value the 2,000,000 shares transferred to Overseas at $0.40
          per
          share for an aggregate value of  $800,000,
          thus
          making the total purchase price to Vinoble $997,000. It is possible that
          in the future the Company will be required to recognize an impairment of
          its
          interest in the value of the Hazard Lake Property.
  The
          Hazard Lake Property lies within the Archean Birch-Uchi Greenstone Belt
          of the
          western Uchi Subprovince of
  F-6
  
 Vinoble,
          Inc.
 (A
          Development Stage Company)
 Notes
          to
          Unaudited Financial Statements
 
 
 1.
          ORGANIZATION AND BUSINESS (Continued from F-6)
 
 NW
          Ontario, in an area known as the Red Lake Mining District. The Red Lake
          district
          is a well known mining camp based on Archean greenstone rocks which contains
          Placer Dome's old Campbell mine and Goldcorp's Red Lake mine. The property
          consists of 3 unpatented claims, all of which are in good standing, with
          an
          aggregate area of approximately 355 hectares.
   On
          November 15, 2005, the Company executed a Letter Agreement with Sterling
          Grant
          Capital Inc. (formerly Sun Oil and Gas Corp.), (“Sterling”), to purchase a 5%
          minority interest in an oil prospect property. The property is the Clovelly
          Prospect (“Clovelly”) which is located in southeast Louisiana in the Lafourche
          Parish.
 
 Consummation
          of any 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 will evaluate
          each opportunity on its merits.
  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.
  Since
            inception, the Company has incurred a net loss of $15,256,244. Primarily
            as a
            result of these recurring losses, Vinoble's independent certified public
            accountants modified their report on the June 30, 2005 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.
 F-7
  
 
 Vinoble,
          Inc.
 (A
          Development Stage Company)
 Notes
          to
          Unaudited Financial Statements
 
 
 2.
          BASIS
          OF PRESENTATION (Continued from F-7)
 
 In
          the
          opinion of management, the unaudited interim financial statements for
          the three and six months ended December 31, 2005, 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, 2005 are not necessarily indicative of the results of operations
          for the full year ending June 30, 2006. 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, 2005.
 
 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.
 
 3.
          DEFERRED COST OF ACQUISITION
 
 As
          of
          December 31, 2005, the Company has accumulated $1,012,000 in acquisition
          costs.
          The amount includes the $67,000 non-refundable cash deposit paid to Overseas
          pursuant to the Hazard Agreement, the transfer of 2,000,000 shares of Common
          Stock from escrowed shares to Overseas valued at $800,000 and the Note
          Payable
          to Overseas for $130,000. Also included in the amount is $15,000 paid to
          Sterling for the purchase of a 5% minority interest in Clovelly. The Hazard
          Agreement was executed on October 10, 2005, and the Letter Agreement with
          Sterling was executed on November 15, 2005. Both agreements are expected
          to be
          final upon the approval of the holders of a majority of the outstanding
          Common
          Stock and delivery of all necessary documentation.  In
          the
          event that one of the acquisitions is not finalized, all shares issued
          pursuant
          to the Hazard Agreement or the Letter Agreement would be returned and any
          notes
          payable executed by the Company would be cancelled. Overseas and Sterling
          would
          be entitled to keep the non-refundable cash deposits of $67,000 and $15,000,
          respectively, unless there is a major defect in title or breach of contract.
 
 4.
          RELATED PARTY PAYABLES
 
 As
          of
          December 31, 2005, the Company owes a total of $59,020 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
          Kathryn A. Christmann, parents of Catherine Thompson, as reimbursement
          for legal
          fees paid in the litigation against Hudson Consulting Group, Inc. and $24,473
          owed to Joseph Lively, the Company's former Chief Executive Officer, for
          his
          compensation for the period of March - May 13, 2005, the date of termination
          of
          his employment.
 
 Additionally,
          Vinoble agreed to reimburse Ms. Thompson and Mr. Lively for out of pocket
          expenses incurred on behalf of Vinoble. Currently, the Company owes an
          aggregate
          of $ 33,189, including $20,194 to Ms. Thompson and $2,995 to Mr. Lively
          for out
          of pocket expenses incurred on behalf of the Company.
  5.
          NOTE PAYABLE - INTERACTIVE IDEAS CONSULTING GROUP
 
 On
          April
          1, 2004 the Company consummated the acquisition of 100% of RestauranTech
          from
          Interactive Ideas Consulting Group ("IICG"). Subsequent to the closing
          of the
          acquisition, certain differences in strategic direction for the organization
          and
          other issues arose which caused the Company and IICG to seek to rescind
          the
          transaction. On May 27, 2004, the parties mutually rescinded the Company's
          acquisition of RestauranTech.
 
 The
          Rescission Agreement requires 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
 
 F-8
 
 
 Vinoble,
          Inc.
 (A
          Development Stage Company)
 Notes
          to
          Unaudited Financial Statements
 
 
 5.
          NOTE PAYABLE - INTERACTIVE IDEAS CONSULTING GROUP (Continued from
          F-8)
 
 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 in 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.
 
 The
          Company believes that there is a sufficient basis on which to dispute the
          amounts of principal and interest of the Note. As such, the Company has
          accrued
          interest through the maturity date, May 26, 2005, in the amount of $12,800;
          no
          amounts for interest have been accrued beyond that date. As of the date
          of this
          filing the Company has not converted the Note and IICG has not requested
          a
          conversion.
 
 6.
          SHORT-TERM LOAN - M. AVATAR
 
 On
          November 23, 2005, the Company executed a short-term Loan Agreement (“Loan”)
          with Michael Avatar, a Director of the Company, for $12,500. The Loan is
          payable
          on or before February 21, 2006, and bears interest of 16% per annum. There
          is a
          late payment penalty of $500 if the principal and interest are not paid
          by the
          due date.
 
 7.
          NOTE
          PAYABLE - OVERSEAS
 
 On
          October 10, 2005, the Company executed the Hazard Agreement with Overseas
          for
          the purchase of Overseas’ 98% interest in the Hazard Lake Property in Ontario,
          Canada. Pursuant to the terms of the Hazard Agreement the Company executed
          a
          note payable (“Note”) for $130,000, payable in annual installments as follows:
          $25,000 on March 15, 2006, $30,000 on March 15, 2007, $35,000 on March
          15, 2008,
          and $40,000 on March 15, 2009. The Note bears interest at 6% per annum.
          The
          current portion of the note with accrued interest is $25,325 and the balance
          of
          $106,364 is included in long-term liabilities.
 
 8.
          CONVERTIBLE PREFERRED STOCK, COMMITTED
 
 The
          Company has entered into an Agreement and Plan of Reorganization ("Agreement")
          with GCCC which is 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
          Company has 10,000,000 shares of $.001 par value Preferred Stock authorized.
          Pursuant to the Agreement with GCCC, the Company has committed to the issuance
          of 100 shares of non-revocable, Series A Convertible Preferred Stock ("Series
          A") and 100 shares of non-revocable, Series B Convertible Preferred Stock
          ("Series B")
  F-9
  
 
 Vinoble,
          Inc.
 (A
          Development Stage Company)
 Notes
          to
          Financial Statements
  
 8.
          CONVERTIBLE PREFERRED STOCK, COMMITTED (Continued from F-9)
 
 as
          cost
          of inducement for GCCC to sell certain assets and businesses to the Company.
          The
          Series A 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 shall have one vote per share until
          said
          shares are retired at time of conversion. The Series B 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 shall be
          entitled to 1,000,000 votes until such shares are converted into Common
          Stock.  As of the date of this filing, the Certificates of Determination
          for the Series A and Series B have been prepared and are being filed with
          the
          State of Delaware. As of the date of this filing it is uncertain as to
          whether
          all of the obligations under the Agreement will be fulfilled. However,
          2,000,000
          shares valued at $0.40 per share were delivered from GCCC pursuant to the
          Hazard
          Agreement. *(See
          Note 9. Escrowed Shares).* An
          additional 2,000,000 shares valued at $0.40 per share were delivered on
          January
          30, 2006, pursuant to the Letter Agreement for the purchase of a 5% minority
          interest in Clovelly. *(See
          Note 11. Subsequent Events).*
  Both
          the
          Series A and Series B issuances are valued as if converted on the effective
          date
          of the Agreement, February 11, 2005. On that date the Company had 17,405,000
          shares of Common Stock issued and outstanding, with the current market
          value of  $5,493,563. Conversion of the Series A to equate to 50.1% of the
          total issued and outstanding Common Stock would require the issuance of
          17,474,760 shares for a total of 34,879,760 shares of Common Stock issued
          and
          outstanding. The value of the 17,464,760 shares at the average price per
          share
          of $.32 on February 11, 2005, is $5,515,581. Similarly, the 100 shares
          of Series
          B converts 1 for 1 to 100 shares of Common Stock valued at $32. The par
          value of
          the Preferred Stock for each Series A and Series B is $.001 and, therefore,
          for
          100 shares, the value is negligible for purposes of financial statement
          presentation. The balances of $5,515,581 and $32 are included in additional
          paid-in capital.
  9.
          ESCROWED SHARES
  In
          accordance with the Agreement, the Company issued 12,500,000 shares of
          Common
          Stock in the name of GCCC for the purposes of acquiring businesses and
          assets as
          identified by GCCC and the Company. 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 the Company. The shares were
          valued
          at $0.40 for an aggregate value of $5,000,000 and are held in escrow to
          be paid
          out as required to execute the acquisitions. On October 3, 2005, GCCC utilized
          2,000,000 shares valued in aggregate at $800,000 for the acquisition of
          a 98%
          interest in the Hazard Lake Property. The balance of 10,500,000 shares
          remains
          escrowed. *(See
          Note 11. Subsequent Events).*
 
 10.
          SUBSCRIPTION RECEIVABLES
 
 On
          September 14, 2004, the Company executed a Stock Purchase Agreement (the
          "SPA")
          with 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
          were to
          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 or (b) a 37.5%
  F-10
  
 Vinoble,
          Inc.
 (A
          Development Stage Company)
 Notes
          to
          Financial Statements
  
 10.
          SUBSCRIPTION RECEIVABLES (Continued from F-10)
 
 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 $50,000 due on March 31, 2005. The March 31 st installment was delinquent and was completed on June 3, 2005. The June
          30 th installment was also delinquent and was completed on September 1, 2005.
          In
          aggregate, as of September 30, 2005, the Company has received $178,191
          at an
          average price of $0.10 per share causing the delivery of the 442,226 shares
          issued, including the 400,000 shares originally issued and the 42,226 shares
          that were issued to restore the value of the escrow account per the SPA
          on
          December 14, 2004. The balance of the September 30, 2005 installment was
          delinquent but was received on October 3, 2005. The Company owed to GCCC
          1,915,631 shares for investments received through October 3, 2005 as calculated
          per the terms of the SPA. On October 7, 2005, the Company issued the 1,915,631
          shares of restricted Common Stock to GCCC and an additional 3,271,536 restricted
          shares at $0.09 per share to restore the equity balance of the subscribed
          stock
          to $294,438.
 
 As
          of
          December 31, 2005, the Company has received an aggregate of $238,137 in
          financing from the SPA and has delivered 3,228,396 shares of Common Stock
          as
          calculated per calculated at a 37.5% discount to the 10-day trailing closing
          price of the Company’s Common Stock at the time of each payment per the terms of
          the SPA. The balance of $11,863 remains due on the December 31 st installment.
 
 11.
          SUBSEQUENT EVENTS
 
 In
            the
            period from December 31, 2005 to February 14, 2006, the Company issued
            6,821,811
            shares of Common Stock for various services including mining operations
            and
            budget preparation for drill test programs; oil and gas operations including
            but
            not limited to reviews and interpretations of drilling AFE’s, daily drilling
            progress, and assessments and interpretations of 3D Seismic data. Additional
            services include locating and reviewing further acquisition candidates.
            The
            shares were issued to 8 different individuals  including
            Ms. Thompson, whom was issued shares for services rendered while acting
            in her
            capacity as an officer of Vinoble.
  The
          Letter Agreement with Sterling executed on November 15, 2005, calls for
          an
          aggregate purchase price of $115,000, of which $15,000 has been paid in
          cash and
          the balance of $100,000 is to be paid with the issuance of 2,000,000 shares
          of
          registered common stock. The shares were issued on January 30, 2006, from
          GCCC,
          to be registered at a later date, leaving the balance in escrow at
          8,500,000. The Letter Agreement values the shares at $100,000 or $0.05
          per share
          based on the current market price on the date of the agreement. However,
          the
          12,500,000 escrowed shares were valued at $0.40 per share when issued to
          GCCC
          and, therefore, the Company is required to value the 2,000,000 shares
          transferred to Sterling at $0.40 per share for an aggregate value of $800,000.
          It is possible that in the future the Company will be required to recognize
          an
          impairment in the value of its interest in the Clovelly investment. Per
          the
          terms of the Letter Agreement, the transfer and sale is subject to the
          approval
          by the operator for the property.
  F-11
 
 ITEM
          2.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
 
 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, 2005, 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 in 1999 as Erly Industries, Inc. For the
          past
          seven years, the Company has been engaged in a series of transactions and
          restructurings designed to acquire assets or an existing business.
 
 The
          Company’s search for an operating business or assets for acquisition. was
          facilitated in September 2004 by 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 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. At September 14, 2004, the 400,000 shares issued to GCCC
          equaled approximately 56.7% of the Company’s issued and outstanding Common
          Stock. 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 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. Therefore, it was
          contemplated that the Company might have to issue additional shares of
          Common Stock to meet its contractual commitment to GCCC.
 
 As
          part
          of the consideration for the SPA, GCCC was given 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 December 31, 2007. To date, GCCC
          has not
          elected a representative to the Board of Directors of Vinoble.
 
 As
          of the
          date of this filing, the Company has received an aggregate of $238,137
          in
          financing from the SPA and has delivered 3,228,396 shares of Common Stock
          as
          calculated at a 37.5% discount to the 10-day trailing closing price of
          the
          Company’s Common Stock at the time of each payment per the terms of the SPA. A
          balance of $11,863 remains due on the December 31 st installment.
  1
 
  The
          Company effected a 1 for 500 reverse stock split to all shareholders of
          record
          as of October 15, 2004. The reverse stock split was designed to facilitate
          the
          Company’s acquisition strategy.
 
 In
          furtherance of its acquisition strategy, in December 2004, the Company
          entered into an Agreement and Plan of Reorganization (the "Agreement")
          with
          GCCC. 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. Additionally, the
          Company has committed to issue to GCCC 100 shares of the Company’s Series A
          Convertible Preferred Stock and 100 shares of Series B Preferred Stock.
          The
          Series A Convertible Preferred Stock is convertible into 50.1% of Vinoble's
          Common Stock at the time of conversion, which is determined at the sole
          discretion of GCCC. The Series A Convertible Preferred Stock has one vote
          per
          share. The Series B Convertible Preferred Stock is convertible into shares
          of
          Common Stock at a ratio of 1 for 1, and the time of conversion shall be
          determined at the sole discretion of GCCC. Each share of Series B Convertible
          Preferred Stock is entitled to 1,000,000 votes until such shares are converted
          into Common Stock. As of the date of this filing, the Certificates of
          Designation for the Series A and Series B have been prepared and are being
          filed
          with the State of Delaware.
  On
          October 10, 2005, the Company executed a Purchase Agreement (the "Hazard
          Agreement") with Overseas Investment Banking Alliance, S.A., a Panamanian
          corporation ("Overseas"), for the purchase of Overseas’ 98% interest in the
          Hazard Lake Property in Ontario, Canada. The Hazard Agreement calls for
          an
          aggregate purchase price of $397,000, of which $197,000 is to be paid in
          cash
          (of which $67,000 has been prepaid), with the balance represented by a
          note for
          $130,000, payable in annual installments as follows: $25,000 on March 15,
          2006,
          $30,000 on March 15, 2007, $35,000 on March 15, 2008, and $40,000 on March
          15,
          2009. Additionally the Company has issued 2,000,000 shares of Common Stock
          to
          Overseas. These shares were delivered from the 12,500,000 shares issued
          to GCCC
          pursuant to the terms of the Agreement. The Hazard Agreement values the
          shares
          at $200,000 or $0.10 per share based on the current market price on the
          date of
          the Hazard Agreement. However, the 12,500,000 escrowed shares were valued
          at
          $0.40 per share when issued to GCCC and, therefore, the Company is required
          to
          value the 2,000,000 shares transferred to Overseas at $0.40 per share for
          an
          aggregate value of $800,000,
          thus
          making the total purchase price to Vinoble $997,000. It is possible that
          in the future the Company will be required to recognize an impairment in
          the
          value of the Hazard Lake Property.
  The
          Hazard Lake Property lies within the Archean Birch-Uchi Greenstone Belt
          of the
          western Uchi Subprovince of NW Ontario, in an area known as the Red Lake
          Mining
          District. The Red Lake district is a well known mining camp based on Archean
          greenstone rocks which contains Placer Dome's old Campbell mine and Goldcorp's
          Red Lake mine which is described as the lowest cost, highest grade mine
          in the
          world. The property consists of three unpatented claims, all of which are
          in
          good standing, with an aggregate area of approximately 355 hectares.
 
 The
          most
          significant mineralization discovered on the Hazard Lake property to date
          is at
          the Northgate and Milberry occurrences. Records at the Red Lake Resident
          Geologist Office of the Ontario Ministry of Northern Development and Mines
          indicate activity on the property dating to 1937. The Northgate Occurrence
          was
          discovered in 1959. It tested with one hole intersecting 0.4 ounces per
          ton Au
          over 3.3 feet at 500 feet deep. At the time, the resource was calculated
          to be
          64,600 tons grading 0.28 ounces gold per ton (g/t). This resource constitutes
          a
“historical resource” in the context of N.I. 43-101. Those claims were then
          taken to lease. The mineralization at the Milberry Occurrence is believed
          to be
          the extension of the Hill-Sloan-Tivy vein north of the property. In 1969,
          mapping with a ground magnetic survey traced the vein for a length of 228
          meters. Drilling on the Milberry Occurrence has returned assays up to 107.31
          g/t
          Au over 0.91 meters, 151.54 g/t over 0.67 meters, 81.94 g/t over .76 meters,
          and
          44.29 g/t Au over .91 meters. In 1981 and 1982, geological mapping and
          surveys
          were conducted using magnetics and VLF-EM; soil/humus sampling was also
          performed. There has been no further activity on the property recorded
          since
          1982.
 
 The
          Company and GCCC are currently reviewing a proposal for an exploration
          program
          which would be aimed at confirming the presence of the gold mineralization
          previously intersected at the Northgate Occurrence, determining the shape
          and
          orientation of the gold-mineralized zones, and extending knowledge of the
          known
          mineralization, both along strike and at depth. Due to the weather, the
          primary
          season for exploration is between June and October.
  2
 On
            November
            15, 2005, the Company executed a Letter Agreement (the “Letter Agreement”) with
            Sterling Grant Capital Inc. (formerly Sun Oil and Gas Corp.), (“Sterling”), to
            purchase a 5% minority interest in an oil prospect property. The property
            is the Clovelly Prospect (“Clovelly”) which is located in southeast Louisiana in
            the Lafourche Parish. The Letter Agreement calls for an aggregate purchase
            price
            of $115,000, of which $15,000 is to be paid in cash and the balance of
            $100,000
            is to be paid with the issuance of 2,000,000 shares of registered Common
            Stock.
            The deposit of $15,000 was paid and is not refundable except in the event
            of
            significant title defects.  The shares were issued on January 30, 2006 from
            GCCC, to be registered at a later date, leaving the balance of shares
            in escrow
            at 8,500,000. The Letter Agreement values the shares at $100,000 or $0.05
            per
            share based on the current market price on the date of the Letter Agreement.
            However, the 12,500,000 escrowed shares were valued at $0.40 per share
            when
            issued to GCCC and, therefore, the Company is required to value the 2,000,000
            shares transferred to Sterling at $0.40 per share for an aggregate value
            of
            $800,000. It is possible that in the future the Company will be required
            to
            recognize an impairment in the value of its interest in the Clovelly
            investment.
            Per the terms of the Letter Agreement, the transfer and sale is subject
            to the
            approval by the operator for the property.
  The
          Clovelly
          Prospect is a late piercement salt dome that traps hydrocarbon from late
          to
          middle Miocene time. Since its discovery, the field has produced in excess
          of 30
          MMBO (million barrels of oil) and 200 BCFG (billion cubic feet of gas).
          Reservoirs typically exhibit moderate water drives and benefit from water
          and/or
          gas injection. The eastern flank of the field has been redeveloped with
          additional drilling and water injection. Clovelly was scheduled to go into
          production in December 2005 with a proposed target to test the “M” sand at a
          depth of approximately 13,500 feet with a prospective size of 3.6 million
          barrels of oil. However, further geophysical review of a 3-D Seismic survey
          of
          the property has indicated greater potential for development at a deeper
          target
          horizon. The additional drilling target will test the “P” Sand at approximately
          14,200 feet and, if successful, could significantly increase the reserves
          in the
          well for a nominal increase in the dry hole cost. A discovery would lead
          to the
          drilling of several development wells on the 1,260 acre property where
          facilities for the production of the well are available.
 
 With
          the
          acquisitions of these properties, the Company is in position to capitalize
          on
          the strengths of the current gold mining market and the oil and gas market.
          While oil prices remain high and gold has achieved an 18 year peak at over
          $530
          per ounce, these are two strong markets where demand is high and additional
          supply is necessary to satisfy the demand. The Company has elected to set
          aside
          its efforts at development and acquisition of Radio Frequency Identification
          (“RFID”), Global Positioning Systems (“GPS”) and other technology-based assets
          to focus on acquisitions in the oil & gas and mining sectors. Vinoble has
          been presented with opportunities for such acquisitions and believes that
          there
          is potential to capitalize on the strengths of the current gold mining
          and the
          oil and gas markets.  The Company anticipates that these investments may
          offer potential profitable returns at a cost that is feasible. Consequently,
          the
          Company has ceased its discussions for the acquisitions of 100% of the
          assets of
          21 st Sentry
          Monitoring Systems, Inc. ("Sentry"), Inc. and 100% of the assets of MSI.
          Vinoble
          intends to continue to seek and identify opportunities that will enhance
          the
          Company's strategy.
  Consummation
          of any 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
  The
          Three and
          Six Months Ended December 31, 2005 Compared To The Three and Six Months
          Ended
          December 31, 2004
  3
 
  Revenues.
          The
          Company did not generate any revenue in the three- and six-month periods
          ended
          December 31, 2005 and 2004. The Company's focus has been on the evaluation
          and
          selection of an existing business to effect a merger or acquisition. The
          Company
          has executed agreements for the purchase of a 98% interest in the Hazard
          Lake
          Property, in the Red Lake gold mining district, and for the purchase of
          a 5%
          interest in the Clovelly Prospect, an oil and gas property. The Company
          has been
          in the developmental stage since July 2001.
  General
          and
          Administrative Expenses. The Company incurred $752,563 in general and
          administrative expenses for the three-month period ended December 31, 2005,
          compared to $989,456 for the three-month period ended December 31, 2004.
          The
          Company incurred $1,433,718 in general and administrative expenses for
          the
          six-month period ended December 31, 2005, compared to $1,235,542 for the
          six-month period ended December 31, 2004. The increases for the six month
          period
          in 2005 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, 2005
          was $366,398 of expense related to the issuance of an aggregate of 8,776,555
          shares of Common Stock to consultants in lieu of cash compensation. In
          addition,
          $257,352 of expense was related to the issuance of 2,932,398 shares, for
          prepaid
          consulting expenses. During
          this period shares of Common Stock were issued for various services and
          prepaid
          services including mining operations and budget preparation for drill test
          programs; oil and gas operations including but not limited to reviews and
          interpretations of drilling AFE’s, daily drilling progress, and assessments and
          interpretations of 3D Seismic data. Additional services include locating
          and
          reviewing further acquisition candidates. The shares were issued to 11
          different
          individuals.At December 31, 2005, the Company had no cash. Consultants
          receiving stock agreed to receive these securities, in lieu of cash, for
          payment
          of services rendered.
 
 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.
  Gain
          from
          Settlement of Lawsuit. In the six-month period ended December 31, 2004,
          the
          Company settled litigation with Gerard Nolan, its former Chief Executive
          Officer, in which Mr. Nolan assigned to the Company all rights and ownership
          in
          1,620 shares of the Company's Common Stock. The settlement and assignment
          resulted in a gain of $90,415. No such gain was recognized in the six-month
          period ended December 31, 2005.
 
 Interest
          Expense. The Company recognized $1,896 in interest expense in each of the
          three-
          and six-month periods ended December 31, 2005, compared to $3,398 and $7,406
          in
          the three- and six-month periods ended December 31, 2004, respectively.
          The
          higher expense realized in the three- and six-month periods ended December
          31,
          2004 was due primarily to the Note Payable with Interactive Ideas Consulting
          Group.
  Net
          Loss. As
          a result of the foregoing factors, the Company's net loss decreased to
          $754,459
          for the three months ended December 31, 2005, compared to a net loss of
          $992,854
          for the three months ended December 31, 2004. The net loss per share was
          $0.02
          for the three months ended December 31, 2005, compared to a net loss per
          share
          of $0.74 for the three months ended December 31, 2004. The Company’s net loss
          increased to $1,435,614 for the six months ended December 31, 2005, compared
          to
          a net loss of $1,152,533 for the six months ended December 31, 2004. The
          net
          loss per share was $0.04 for the six-month period ended December 31, 2005,
          compared to a net loss per share of $1.62 for the six-month period ended
          December 31, 2004.
 
 LIQUIDITY
          AND CAPITAL RESOURCES
 
 The
          Company
          has an immediate need for capital. At December 31, 2005, the Company had
          no cash
          or cash equivalents and virtually no cash or cash equivalents at June 30,
          2005.
          The Company used $280,374 in net cash for operating activities during the
          six-month period ended December 31, 2005, compared with $14,618 used by
          operating activities during the six-month period ended December 31, 2004.
          The
          cash used by operating activities during the six-month period ended December
          31,
          2005 was largely due to non-cash gains of $1,277,750 reflecting the issuance
          of
          stock for services and prepaid services and $800,000 from the utilization
          of
          escrowed shares for the acquisition of a 98% interest in the Hazard Lake
          Property, offset by other changes affecting net cash used by operating
          activities at December 31, 2005. These other changes included a decrease
          in
          prepaid expenses of $92,815, an increase of $1,502 in accrued liabilities
          -
          related parties, and an increase in interest expense of $1,896 offset by
          an
          increase in deferred cost of acquisition of $1,012,000 and a decrease in
          accounts payable and accrued liabilities of $6,724. The cash used by operating
          activities during the six-month period ended December 31, 2004 was largely
          due
          to non-cash gains reflecting the issuances of stock in the amounts of $1,407,306
          for services and prepaid services, $175,034 for accrued liabilities - related
          parties, $42,371 for notes payable with accrued interest, and $13,184 for
          subscriptions receivable offset by a $90,415 gain from extinguishment of
          debt
          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
          cash for the six-month period ended December 31, 2004 include an increase
          in
          prepaid expenses of $89,084, an increase in deferred cost of acquisition
          of
          $235,246 and a decrease in accrued liabilities - related parties of $121,912
          offset by an increase in accounts payable and accrued liabilities of $32,925
          and
          in accrued interest of $3,752.
  4
 
 
 The
          Company
          did not utilize cash for investing activities during either of the six-month
          periods ended December 31, 2005 or 2004. Financing activities provided
          $280,336
          of cash during the six-month period ended December 31, 2005, consisting of
 $142,500 in notes payable, $135,095 in proceeds from the subscription
          receivable to GCCC and a bank overdraft of $2,741. During the six-month
          period
          ended December 31, 2004, financing activities provided the Company $14,632
          in
          cash, resulting from proceeds of $53,800 received on the subscription receivable
          to GCCC and a $57 overdraft offset by payment on a note payable of $39,225.
  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 $1,435,614 for the six months ended December 31, 2005. Since
          inception, the Company has incurred a net loss of $15,256,244. Primarily
          as a
          result of these recurring losses, Vinoble's independent certified public
          accountants modified their report on the June 30, 2005 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. However, the Company believes that there
          is a
          sufficient basis on which to dispute the amounts of principal and interest
          of
          the Note. As of the date of this filing the Company has not converted the
          Note
          and IICG has not requested a conversion.
 
 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
          December 31, 2007. Currently, GCCC has not elected a Board Member as its
          representative on Vinoble’s Board of Directors. 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 October 10, 2005, the Company had received
          an
          aggregate of $205,562 from GCCC for the issuance to GCCC of an aggregate
          of
          2,357,857 shares of Common Stock (including an additional 1,957,857 shares
          issued pursuant to the price calculation terms of the SPA). In addition,
          the
          Company issued 3,271,536 additional shares of Common Stock, at a value
          of $0.09
          per share, to restore the equity of the subscribed stock to $294,438. As
          of the
          date of this filing, GCCC is delinquent on its payments under the SPA.
          The
          Company has received an aggregate of $238,137 in financing from GCCC with
          a
          balance of $11,863 owed on the December 31 st installment.
  5
 
 
 The
              Company
              executed the Hazard Agreement with Overseas, a Panamanian corporation,
              on
              October 10, 2005, for the purchase of Overseas’ 98% interest in the Hazard Lake
              Property in Ontario, Canada. The Hazard Agreement calls for an aggregate
              purchase price of $397,000, of which $197,000 is to be paid in cash
              (of which
              $67,000 has been prepaid), with the balance represented by a note for
              $130,000,
              payable in annual installments as follows: $25,000 on March 15, 2006,
              $30,000 on
              March 15, 2007, $35,000 on March 15, 2008, and $40,000 on March 15,
              2009.
              Additionally the Company has issued 2,000,000 shares of common shares
              to
              Overseas which were delivered from the 12,500,000 shares issued to
              GCCC pursuant
              to the terms of the Agreement. The
              Hazard Agreement values the shares at $200,000 or $0.10 per share based
              on the
              current market price on the date of the purchase agreement. However,
              the
              12,500,000 escrowed shares were valued at $0.40 per share when issued
              to GCCC
              and, therefore, the Company is required to value the 2,000,000 shares
              transferred to Overseas at $0.40 per share for an aggregate value of
              $800,000
              thus making the total purchase price to Vinoble $997,000.
  On
              November
              15, 2005, the Company executed the Letter Agreement with Sterling (formerly
              Sun
              Oil and Gas Corp.) to purchase a 5% minority interest in an oil prospect
              property. The property is the Clovelly Prospect which is located in
              southeast
              Louisiana in the Lafourche Parish. The Letter Agreement calls for an
              aggregate
              purchase price of $115,000, of which $15,000 is to be paid in cash
              and the
              balance of $100,000 is to be paid with the issuance of 2,000,000 shares
              of
              registered Common Stock. The deposit of $15,000 was paid in December
              and is not
              refundable except in the event of significant title defects. As of
              January 30,
              2006, the 2,000,000 shares have been transferred from the escrowed
              shares issued
              to GCCC, to be registered at a later date, leaving a balance of 8,500,000
              shares in escrow for future acquisitions.
  The
              Company
              has elected to set aside its efforts at development and acquisition
              of RFID, GPS
              and other technology-based assets to focus on acquisitions in the oil
& gas
              and mining sectors. Consequently, the Company has ceased its discussions
              for the
              acquisitions of 100% of the assets of 21 st Sentry
              Monitoring Systems, Inc. ("Sentry"), Inc. and 100% of the assets of
              MSI. Vinoble
              intends to continue to seek and identify opportunities that will enhance
              the
              Company's strategy.
 
 Consummation
              of any 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.
   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 OPERATIONS
  VINBOLE
              NEEDS SIGNIFICANT ADDITIONAL CAPITAL. The Company currently has no
              income
              producing operations or assets and has limited access to additional
              capital. At
              December 31, 2005, 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
              to fund its working capital needs. In addition, the Company has committed
              to
              certain cash payments in connection with several pending acquisitions.
              If the
              Company is not able to raise this funding, it will not be able to consummate
              the
              acquisitions and pursue its corporate strategy. 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 to GCCC in consideration of the payment
              of
              $500,000 in cash. The Company began to receive the funds in $50,000
              increments
              each quarter, beginning October 15, 2004: however, many of the installment
              payments have been delayed. 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.
  6
 
 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 7, 2005, 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 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, 2005 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.
 
 VINBOLE
          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, 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.
  7
 
 
 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.
  8
 
 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 THE MINING INDUSTRY
  EXPLORATION
          IN GENERAL, AND GOLD EXPLORATION IN PARTICULAR, ARE SPECULATIVE AND ARE
          FREQUENTLY UNSUCCESSFUL. Mineral exploration, particularly for gold and
          silver,
          is highly speculative in nature, capital intensive, involves many risks
          and
          frequently is nonproductive. There can be no assurance that the Company’s
          mineral exploration efforts will be successful. If the Company discovers
          a site
          with gold or other mineralization, it will take a number of years from
          the
          initial phases of drilling until production is possible, during which time
          the
          economic feasibility of production may change. Substantial expenditures
          are
          required to establish ore reserves through drilling, to determine metallurgical
          processes to extract the metals from the ore and, in the case of new properties,
          to construct mining and processing facilities. As a result of these
          uncertainties, no assurance can be given that Vinoble’s exploration programs
          will result in the expansion or replacement of existing ore reserves that
          are
          being depleted by current production.
  VINOBLE
          DOES
          NOT CURRENTLY HAVE AND MAY NOT BE ABLE TO RAISE THE FUNDS NECESSARY TO
          EXPLORE
          AND DEVELOP THE HAZARD PROPERTY. Vinoble does not currently have sufficient
          funds to complete all of the planned exploration activities at Hazard or
          to
          develop a mine at the Hazard Lake Property. The development and exploration
          of
          the Hazard Lake Property will require significant capital expenditures.
          Sources
          of external financing may include bank and non-bank borrowings and future
          debt
          and equity offerings. There can be no assurance that financing will be
          available
          on acceptable terms, or at all. The failure to obtain financing would have
          a
          material adverse effect on the Company’s growth strategy and its results of
          operations and financial condition.
  VINOBLE’S
          OPERATIONS MAY BE ADVERSELY AFFECTED BY RISKS AND HAZARDS ASSOCIATED WITH
          THE
          MINING INDUSTRY **.** Vinoble’s business is subject to a number of risks and hazards including adverse
          environmental effects, technical difficulties due to unusual or unexpected
          geologic formations, and pit wall failures. Such risks could result in
          personal
          injury, environmental damage, damage to and destruction of production
          facilities, delays in mining and liability. For some of these risks, the
          Company
          will maintain insurance to protect against these losses at levels consistent
          with industry practice. However, Vinoble may not be able to maintain those
          levels of insurance, particularly if there is a significant increase in
          the cost
          of premiums. Insurance against environmental risks is generally too expensive
          or
          not available for the Company and other companies in the mining industry,
          and,
          therefore, the Company does not currently anticipate that it will maintain
          environmental insurance. To the extent the Company is subject to environmental
          liabilities, it would have to pay for these liabilities. Moreover, in the
          event
          that Vinoble is unable to fully pay for the cost of remedying an environmental
          problem, it might be required to suspend or significantly curtail operations
          or
          enter into other interim compliance measures.
 
 
 RISKS
          RELATED TO THE OIL & GAS INDUSTRY
  DRILLING
          ACTIVITIES MAY NOT PRODUCE COMMERCIALLY PRODUCTIVE RESEVOIRS. Drilling
          activities are subject to many risks, including the risk that no commercially
          productive oil or gas reservoirs will be encountered. There can be no assurance
          that new wells drilled by us will be productive or that we will recover
          all or
          any portion of our investment. Drilling for oil and gas may involve unprofitable
          efforts, not only from dry wells, but also from wells that are productive
          but do
          not produce sufficient net revenues to return a profit after drilling,
          operating
          and other costs. The cost of drilling, completing and operating wells is
          often
          uncertain. Any drilling operations undertaken by the Company may be curtailed,
          delayed or canceled as a result of a variety of factors, many of which
          would be
          beyond its control, including economic conditions, mechanical problems,
          pressure
          or irregularities in formations, title problems, weather conditions, compliance
          with governmental requirements and shortages in or delays in the delivery
          of
          equipment and services. Such equipment shortages and delays sometimes involve
          drilling rigs where inclement weather prohibits the movement of land rigs
          causing a high demand for rigs by a large number of companies during a
          relatively short period of time. Vinoble’s future drilling activities may not be
          successful. Lack of drilling success could have a material adverse effect
          on the
          Company’s financial condition and results of operations.
  9
 
 VINOBLE
          DOES
          NOT CURRENTLY HAVE AND MAY NOT BE ABLE TO RAISE THE FUNDS NECESSARY TO
          EXPLORE
          AND DEVELOP CLOVELLY. Vinoble does not currently have sufficient funds
          to for
          its participation in the planned exploration activities at Clovelly or
          to
          develop reservoirs at the Clovelly Prospect. The development and exploration
          of
          the Hazard Lake Property will require significant capital expenditures.
          Sources
          of external financing may include bank and non-bank borrowings and future
          debt
          and equity offerings. There can be no assurance that financing will be
          available
          on acceptable terms, or at all. The failure to obtain financing would have
          a
          material adverse effect on the Company’s growth strategy and its results of
          operations and financial condition.
  VINOBLE’S
          OPERATIONS MAY BE ADVERSELY AFFECTED BY RISKS AND HAZARDS ASSOCIATED WITH
          THE
          OIL & GAS INDUSTRY. Vinoble’s prospective oil and gas operations are also
          subject to all the hazards and risks normally incident to the development,
          exploitation, production and transportation of, and the exploration for,
          oil and
          gas, including unusual or unexpected geologic formations, pressures, down
          hole
          fires, mechanical failures, blowouts, explosions, uncontrollable flows
          of oil,
          gas or well fluids and pollution and other environmental risks. These hazards
          could result in substantial losses to the Company due to injury and loss
          of
          life, severe damage to and destruction of property and equipment, pollution
          and
          other environmental damage and suspension of operations. The Company intends
          to
          participate in insurance coverage maintained by the operator of its wells,
          although there can be no assurances that such coverage will be sufficient
          to
          prevent a material adverse effect to Vinoble in such events.
   RISKS
          RELATED TO VINOBLE’S STOCK
 
 SHARES
          ELIGIBLE FOR FUTURE SALE BY CURRENT STOCKHOLDERS MAY ADVERSELY AFFECT THE
          COMPANY’S STOCK PRICE. To date, the Company has had a limited trading
          volume in its 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 common stock and could impair the
          Company's ability to raise capital at that time through the sale of
          securities. In the past, due to a shortage of cash the Company has
          compensated its employees and consultants in shares of its Common Stock.
          This
          practice is likely to continue for the foreseeable 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.
  10
 
 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 SmallCap 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;
  11
 
 -
          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 12, 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.
          UNREGISTERED SALES OF EQUITY 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 December 31, 2007. Currently, GCCC has not elected a
          Board Member as its representative on Vinoble’s Board of Directors. 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 October 10, 2005, the Company had
          received an aggregate of $205,562 from GCCC for the issuance to GCCC of
          an
          aggregate of 2,357,857 shares of Common Stock (including an additional
          1,957,857
          shares issued pursuant to the price calculation terms of the SPA). In addition,
          the Company issued 3,271,536 additional shares of Common Stock, at a value
          of
          $0.09 per share, to restore the equity of the escrow account to $294,438.
  As
          of the
          date of
          this
          filing, GCCC is delinquent on its December 31 st installment under the SPA. The Company has received an aggregate of $238,137
          in
          financing from GCCC with a balance of $11,863 owed on the December
          31 st installment. The
          shares were issued subject to Section 4 (2) of the Securities Act of 1933.GCCC is an accredited investor that has represented to the Company
          that
          it is acquiring the securities for investment, and not with a view towards
          distribution.
 For
            the three
            months ended December 31, 2005, $366,398 of expense related to the issuance
            of
            an aggregate of 8,776,555 shares of Common Stock was paid to 11 consultants
            in
            lieu of cash compensation for various services including mining operations
            and
            budget preparation for drill test programs; oil and gas operations including
            but
            not limited to reviews and interpretations of drilling AFE’s, daily drilling
            progress, and assessments and interpretations of 3D Seismic data. Additional
            services include locating and reviewing further acquisition candidates.
 
 In
            addition,
            $257,352 of expense was related to the issuance of 2,932,398 shares,
            for prepaid
            consulting expenses. On December 31, 2005, the Company had no cash. Consultants
            receiving stock agreed to receive these securities subject to Section
            4 (2) of
            the Securities Act of 1933, in lieu of cash, for payment of services
            rendered.
            All shares are subject to piggy-back registration rights. No shares were
            issued
            to any officer or director during the quarter.
 12
 
 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 AND REPORTS ON FORM 8-K.
 
 
 Exhibit
                    No.
                Description---------
                ----------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 report
          to
          be signed on its behalf by the undersigned, hereunto duly
          authorized.
 
 Dated:
          February 21, 2006
 
 VINOBLE,
          INC.
 
 
 /s/
          Catherine Thompson
 ---------------------------
 Catherine
          Thompson
 Interim
          Chief Executive Officer and
 Chief
          Financial Officer
  13