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 March 31, 2006








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 May 11, 2006 was 97,505,274.





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
            13PART
                II     -
            OTHER
                INFORMATION
            13




ITEM
                1.
            LEGAL
                PROCEEDINGS
            13ITEM
                2.
            UNREGISTERED
                SALES OF EQUITY SECURITIES
              AND
                USE OF PROCEEDS
            13ITEM
                3.
            DEFAULTS
                UPON SENIOR SECURITIES
            14ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            14ITEM
                5.
            OTHER
                INFORMATION
            14ITEM
                6.
            EXHIBITS
                AND REPORTS ON FORM 8-K
            15SIGNATURES
            
            15CERTIFICATIONS










PART
                I      -
            FINANCIAL
                INFORMATIONITEM
                1.
            FINANCIAL
                STATEMENTS(a)
            Financial
                Statements
            Page---Balance
                Sheets as of June 30 and March 31, 2006 (Unaudited)
            F-1Statements
                of Operations (Unaudited) For the Three and Nine Months Ended March
                31,
                2005and
                2006, and from Inception (July 1, 2001) to March 31, 2006
            F-3




Statements
                of Cash Flows (Unaudited) For the Nine Months Ended March 31, 2005
                and
                2006 and from Inception (July 1, 2001) to March 31,
                2006
            F-4Notes
                to Financial Statements
            F-6

















Vinoble,
      Inc.


(A
      Development Stage Company)


Balance
      Sheets




March
                31,
            
            
            June
                30,2006
            
            
            2005UnauditedASSETSCURRENT
                ASSETSCash
            $
            63
            
            $
            38Prepaid
                expenses
            
            12,500
            
            
            396,667Other
                assets
            
            384
            
            
            384Deferred
                cost of acquisition
            
            1,812,000
            
            
            -Total
                Current Assets
            
            1,824,947
            
            
            397,089TOTAL
                ASSETS
            $
            1,824,947
            
            $
            397,089LIABILITIES
                AND STOCKHOLDERS' EQUITY / (DEFICIT)CURRENT
                LIABILITIESAccounts
                payable and accrued liabilities
            $
            227,165
            
            $
            225,952Accrued
                liabilities - related parties
            
            64,499
            
            
            57,517Note
                payable with accrued interest - IICG
            
            172,800
            
            
            172,800Current
                portion of Note payable with accrued interest - Overseas
            
            25,695
            
            
            -Short-term
                Loan with accrued interest - M. Avatar
            
            13,701
            
            
            -Total
                Current Liabilities
            
            503,860
            
            
            456,269LONG
                TERM LIABILITIESNote
                payable with accrued interest - Overseas
            
            107,917
            
            
            -Total
                Long Term Liabilities
            
            107,917
            
            
            -TOTAL
                LIABILITIES
            
            611,777
            
            
            456,269Table
                continued on F-2


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





F-1











Table
                continued from F-1March
                31,
            
            
            June
                30,2006
            
            
            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 authorized76,127,342
                and 28,780,166, respectively,issued
                and outstanding
            
            76,128
            
            
            28,780Additional
                paid-in capital
            
            20,780,866
            
            
            19,130,438Stock
                subscription receivable
            
            (251,903
            )
            
            (396,958
            )Prepaid
                expenses - expenses prepaid with common stock
            
            (222,316
            )
            
            -Escrowed
                shares
            
            (3,400,000
            )
            
            (5,000,000
            )Treasury
                stock, 1,620 shares
            
            (810
            )
            
            (810
            )Accumulated
                deficit in the development stage
            
            (15,768,795
            )
            
            (13,820,630
            )Total
                Stockholders' Equity (Deficit)
            
            1,213,170
            
            
            (59,180
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
            $
            1,824,947
            
            $
            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
            Nine
                Months Ended
            
            toMarch
                31,
            March
                31,
            
            March
                31,2006
            
            
            2005
            
            
            2006
            
            
            2005
            
            
            2006Unaudited
            
            
            Unaudited
            
            
            Unaudited
            
            
            Unaudited
            
            
            UnauditedGeneral
                and administrative expenses
            $
            509,635
            
            $
            7,139,597
            
            $
            1,943,352
            
            $
            8,375,139
            
            $
            15,647,919Loss
                from continuing operations
            
            (509,635
            )
            
            (7,139,597
            )
            
            (1,943,352
            )
            
            (8,375,139
            )
            
            (15,647,919
            )Other
                income and expensesGain
                from extinguishment of debt
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            83,000Gain
                from settlement of lawsuit
            
            -
            
            
            -
            
            
            -
            
            
            90,415
            
            
            90,415Interest
                expense
            
            (2,916
            )
            
            (3,156
            )
            
            (4,813
            )
            
            (10,562
            )
            
            (21,266
            )Net
                loss from continuing operationsafter
                other income and expenses
            
            (512,551
            )
            
            (7,142,753
            )
            
            (1,948,165
            )
            
            (8,295,286
            )
            
            (15,495,770
            )Discontinued
                operationsLoss
                on disposal of Visual Interviews, Inc.less
                applicable income taxes
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (73,025
            )(512,551
            )
            
            (7,142,753
            )
            
            (1,948,165
            )
            
            (8,295,286
            )
            
            (15,568,795
            )Provision
                for loss on related partiesreceivable
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (200,000
            )Net
                loss
            $
            (512,551
            )
            $
            (7,142,753
            )
            $
            (1,948,165
            )
            $
            (8,295,286
            )
            $
            (15,768,795
            )Basic
                weighted average number of commonshares
                outstanding
            
            56,660,888
            
            
            12,337,222
            
            
            45,751,751
            
            
            4,607,467Net
                loss per common share, Basic
            $
            (0.01
            )
            $
            (0.58
            )
            $
            (0.04
            )
            $
            (1.80
            )





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





F-3










Vinoble,
      Inc.


(A
      Development Stage Company)


Statements
      of Cash Flows


From
              InceptionNine
                Months Ended
            
            July
                1, 2001March
                31,
            
            to
                March 31,2006
            
            
            2005
            
            
            2006(Unaudited)
            
            
            (Unaudited
            )
            
            (Unaudited
            )CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                Loss
            
            $
            (1,948,165
            )
            $
            (8,295,286
            )
            $
            (15,768,795
            )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
            
            
            1,697,777
            
            
            2,807,306
            
            
            9,447,114Gain
                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 cost of inducement
            
            
            -
            
            
            5,515,613
            
            
            5,515,613Changes
                in:Accounts
                receivable
            
            
            -
            
            
            -
            
            
            (384
            )Prepaid
                expenses
            
            
            161,851
            
            
            89,249
            
            
            (154,816
            )Deferred
                cost of acquisition
            
            
            (82,000
            )
            
            (235,246
            )
            
            (82,000
            )Accounts
                payable and accrued liabilities
            
            
            1,213
            
            
            32,856
            
            
            231,058Accrued
                liabilities - related parties
            
            
            6,981
            
            
            (103,337
            )
            
            64,498Accrued
                interest
            
            
            4,813
            
            
            6,908
            
            
            13,720NET
                CASH USED BY OPERATING ACTIVITIES
            
            
            (157,530
            )
            
            (41,763
            )
            
            (504,534
            )CASH
                FLOWS FROM FINANCING ACTIVITIESBank
                overdraft
            
            
            -
            
            
            (14
            )
            
            -Payment
                received on subscription receivable
            
            
            145,055
            
            
            81,069
            
            
            327,199Offering
                costs
            
            
            -
            
            
            -
            
            
            (3,102
            )Proceeds
                from notes payable
            
            
            12,500
            
            
            -
            
            
            172,500Payments
                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
            
            
            157,555
            
            
            41,830
            
            
            504,597NET
                CHANGE IN CASH
            
            
            25
            
            
            67
            
            
            63Cash,
                beginning of period
            
            
            38
            
            
            -
            
            
            -Cash,
                end of period
            
            $
            63
            
            $
            67
            
            $
            63




F-4












Nine
                Months EndedMarch 31,2006
            
            
            2005SUPPLEMENTAL
                SCHEDULE OF NON-CASH INVESTING ACTIVITIES:
            
            
            (Unaudited
            )
            
            (Unaudited
            )Issuance
                of common stock for services
            
            $
            1,475,461
            
            $
            828,681Issuance
                of common stock for prepaid services
            
            $
            222,316
            
            $
            577,500Escrowed
                shares used for deferred acquisition cost
            
            $
            1,600,000
            
            $
            -Issuance of
              note payable for deferred acquisition cost
            
            $
            130,000
            
            $
            -




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
      Convertible 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. ( *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. As
      the
      transaction has yet to be fully executed, Overseas has extended the payment
      date
      to coincide with the closing of the acquisition. The Company has also 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.





F-6










Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Unaudited Financial Statements








1.
      ORGANIZATION AND BUSINESS (Continued from F-6)





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. 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. 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.





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 $15,768,795. 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





F-7











Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Unaudited Financial Statements








2.
      BASIS
      OF PRESENTATION (Continued from F-7)





as
      a
      going concern is dependent on the Company continuing to raise capital,
      developing significant revenues and ultimately attaining profitable
      operations.





In
      the
      opinion of management, the unaudited interim financial statements for
      the three and nine months ended March 31, 2006, are presented on a basis
      consistent with the audited financial statements and reflect all adjustments,
      consisting only of normal recurring accruals, necessary for fair presentation
      of
      the results of such period. The results for the three and nine months ended
      March 31, 2006 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
      March 31, 2006, the Company has accumulated $1,812,000 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 and the transfer of 2,000,000 shares of Common Stock valued at
      $800,000 from escrowed shares 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 March 31, 2006, the Company owes a total of $64,499 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 $ 30,026, including $27,031 to Ms. Thompson and $2,995 to Mr. Lively for
      out
      of pocket expenses incurred on behalf of the Company.





F-8










Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Unaudited Financial Statements








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  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. As of the date of this filing, the Company has not paid any amounts
      owing on the loan. The balance due including principal, interest and penalty
      is
      $ 13,701.





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 $25,695 and the balance of $107,917
      is included in long-term liabilities. As the transaction has yet to be fully
      executed, Overseas has extended the March 15, 2006 payment date to coincide
      with
      the closing of the acquisition.





F-9











Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Financial Statements







8.
      CONVERTIBLE PREFERRED STOCK, COMMITTED





The
      Company has entered into an Agreement and Plan of Reorganization ("Agreement")
      with GCCC which is to 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, Series B Convertible 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") 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 have been
      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. 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 9. Escrowed Shares).*




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 $0.32 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 $0.32. 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.




F-10











Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Financial Statements







9.
      ESCROWED SHARES (Continued from F-10)





Additionally,
      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 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 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.





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%  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
      March 31, 2006,
      the Company has received an aggregate of $248,097 in financing from the SPA
      and
      has delivered 3,665,729 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. A balance of $1,903
      remains due on the December 31 st installment and the March 31 st installment of $50,000 is also delinquent. *(See
      Note 11. Subsequent Events).*





11.
      SUBSEQUENT EVENTS





In
      the
      period from March 31, 2006 to May 11, 2006, the Company issued 21,377,932 shares
      of Common Stock for various services including professional services, locating
      and reviewing further acquisition




F-11










Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Financial Statements








11.
      SUBSEQUENT EVENTS (Continued from F-11)





candidates
      and identifying potential strategic partners. The shares were issued to 4
      different individuals including Ms. Thompson, whom was issued shares for
      services rendered while acting in her capacity as an officer of
      Vinoble.





As
      of the
      date of this filing, GCCC has paid the $1,903 and the $50,000 balances owing
      on
      the December 31, 2005 and on the March 31, 2006 installments. In addition,
      the
      Company has received initial funds toward the June 30 th installment.





F-12











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 $300,000 in
      financing from the SPA and has delivered 7,252,982 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. The
      balances of $1,903 for the December 31 st installment and of $50,000 for the March 31 st installment have been paid but were delinquent.




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 Convertible 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.




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. As the transaction has yet to be fully executed, Overseas has extended
      the
      March 15, 2006 payment date to coincide with the closing of the acquisition.
      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.





2










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.




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. The operator of the property,
      Vinoble and the partners have agreed upon and contracted on a turnkey basis
      with
      Grey Wolf Drilling Company to utilize its Rig No. 611 to begin drilling within
      the next calendar quarter. 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 a 25 year peak at over $700
      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.




3











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 Nine Months Ended March 31, 2006 Compared To The Three and Nine Months
      Ended March 31, 2005





Revenues.
      The Company did not generate any revenue in the three- and nine-month periods
      ended March 31, 2006 and 2005. 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 $509,635 in general and
      administrative expenses for the three-month period ended March 31, 2006,
      compared to $7,139,597 for the three-month period ended March 31, 2005. The
      Company incurred $1,943,352 in general and administrative expenses for the
      nine-month period ended March 31, 2006, compared to $8,375,139 for the
      nine-month period ended March 31, 2005. The decreases for the three and nine
      month periods in 2006 were due primarily to expenses incurred for the
      corresponding three and nine month periods in 2005 to facilitate the growth
      of
      Vinoble through acquisition and fundraising efforts.  In
      the
      quarter ended March 31, 2005, the Company expensed the value of the preferred
      stock issuances to GCCC in the amount of $5,515,613, valued using the effective
      date of the Agreement, February 11, 2005, as the date of conversion.





Included
      in general and administrative expense for the three months ended March 31,
      2006
      was $267,396 of expense related to the issuance of an aggregate of 8,551,237
      shares of Common Stock to consultants in lieu of cash compensation. In addition,
      $221,667 of expense was related to the issuance of 2,518,589 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 12 different individuals. At March 31, 2006, the Company
      had virtually 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 nine-month period ended March 31, 2005,
      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 nine-month
      period ended March 31, 2006.





Interest
      Expense. The Company recognized $2,916 and $3,156, in interest expense in the
      three- and nine-month periods ended March 31, 2006, compared to $4,813 and
      $10,562 in the three- and nine-month periods ended March 31, 2005, respectively.
      The higher expense realized in the three- and nine-month periods ended March
      31,
      2005 was due primarily to the Note Payable with Interactive Ideas Consulting
      Group.




4










Net
      Loss. As a result of the foregoing factors, the Company's net loss decreased
      to
      $512,551 for the three months ended March 31, 2006, compared to a net loss
      of
      $7,142,753 for the three months ended March 31, 2005. The net loss per share
      was
      $0.01 for the three months ended March 31, 2006, compared to a net loss per
      share of $0.58 for the three months ended March 31, 2005. The Company’s net loss
      for the nine months ended March 31, 2006 also decreased to $1,948,165, compared
      to a net loss of $8,295,286 for the nine months ended March 31, 2005. The net
      loss per share was $0.04 for the nine-month period ended March 31, 2006,
      compared to a net loss per share of $1.80 for the nine-month period ended March
      31, 2005.





LIQUIDITY
      AND CAPITAL RESOURCES





The
      Company has an immediate need for capital. The Company had virtually no cash
      or
      cash equivalents at March 31, 2006 and at June 30, 2005. The Company used
      $287,530 in net cash for operating activities during the nine-month period
      ended
      March 31, 2006, compared with $41,763 used by operating activities during the
      nine-month period ended March 31, 2005. The cash used by operating activities
      during the nine-month period ended March 31, 2006 was largely due to non-cash
      gains of $1,697,777 reflecting the issuance of stock for services and prepaid
      services and $1,600,000 from the utilization of escrowed shares for the
      acquisition of a 98% interest in the Hazard Lake Property and a 5% interest
      in
      the Clovelly Prospect, offset by other changes affecting net cash used by
      operating activities at March 31, 2006. These other changes included a decrease
      in prepaid expenses of $161,851, an increase of $1,213 in accounts payable
      and
      accrued liabilities, an increase of $6,891 in accrued liabilities - related
      parties, and an increase in interest expense of $4,813 offset by an increase
      in
      deferred cost of acquisition of $1,812,000. The cash used by operating
      activities during the nine-month period ended March 31, 2005 was largely due
      to
      non-cash gains reflecting the issuances of stock in the amounts of $2,807,306
      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 nine-month period ended March 31, 2005 include an increase in
      prepaid expenses of $89,249, an increase in accounts payable and accrued
      liabilities of $32,856, and an increase in accrued interest of $6,908 offset
      by
      an increase in deferred cost of acquisition of $235,246  and
      a
      decrease in accrued liabilities - related parties of $103,337.





The
      Company did not utilize cash for investing activities during either of the
      nine-month periods ended March 31, 2006 or 2005. Financing activities provided
      $287,555 of cash during the nine-month period ended March 31,
      2006, consisting of  $142,500 in notes payable and $145,055 in
      proceeds from the subscription receivable to GCCC. During the nine-month period
      ended March 31, 2005, financing activities provided the Company $41,830 in
      cash,
      resulting from proceeds of $81,069 received on the subscription receivable
      to
      GCCC offset by a $14 overdraft and a 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 $1,948,165 for the nine months ended March 31, 2006. Since
      inception, the Company has incurred a net loss of $15,768,795. 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.





5










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, the Company has received an aggregate of $300,000 in
      financing from the SPA and has delivered 7,252,982 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.




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 and has been included in Deferred cost of acquisition),
      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.




6











As
      the
      transaction has yet to be fully executed, Overseas has extended the March 15,
      2006 payment date to coincide with the closing of the acquisition. 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. 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 transferred to Sterling at $0.40
      per
      share for an aggregate value of $800,000 thus making the total purchase price
      to
      Vinoble $815,000.




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
      March 31, 2006, the Company had virtually 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




7











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.




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 intowhich
      it
      may enter.




8











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 opportunityacquired may be currently
      unprofitable or present other risks. An acquisition will most likely be highly
      illiquid and could result in a total loss to the Company and its
      stockholders.




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





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





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





VINOBLE
      MAY EXPERIENCE INTEGRATION ISSUES. The Company's strategy to grow by acquisition
      could fail due to the inability to integrate the acquired company or companies
      with Vinoble. The integration of two or more companies is an expensive and
      timely process and, as such, failure would be a burden to the Company's cash
      requirements and would significantly increase the Company's net operating loss.
      Should Vinoble invest its time and resources into an acquisition that is unable
      to integrate with the Company, management's time may be diverted from
      operational activities and other opportunities.




9










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.




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.





10










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.




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.




11







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




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





-
      actual
      or anticipated fluctuations in quarterly operating results;





-
      announcements of technological innovations;





-
      changes
      in financial estimates by securities analysts;





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





-
      changes
      in the market valuations of other comparable companies.




In
      addition, the Company's stock is currently traded on the NASD O-T-C Bulletin
      Board and it is uncertain that it will be able to successfully apply for listing
      on the AMEX, the NASDAQ National Market, or the Nasdaq 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.




12







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





Statements
      that contain these words should be reviewed carefully because they:





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




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





-
      state
      other "forward-looking" information.





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





ITEM
      3.
      CONTROLS AND PROCEDURES





On
      May
      12, 2006, 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.




13







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 current with its payment under the SPA
      though most payments have been delinquent. The Company has received an aggregate
      of $300,000 in financing from GCCC. 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 March 31, 2006, $252,396 of expense related to the
      issuance of an aggregate of 8,412,776 shares of Common Stock was paid to 8
      consultants, including Ms. Thompson whom was issued shares for services rendered
      while acting in her capacity as an officer of Vinoble, 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, $221,667 of expense was related to the issuance of 2,518,589 shares,
      for prepaid consulting expenses. On March 31, 2006, 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.







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.




14









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:
      May 22, 2006





VINOBLE,
      INC.








/s/
      Catherine Thompson


---------------------------


Catherine
      Thompson


Interim
      Chief Executive Officer and


Chief
      Financial Officer







15