*** *

****SECURITIES AND EXCHANGE COMMISSION**

*** *

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

*** *

*** *

****FORM 10-QSB**

*** *

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

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

****December 31, 2003**

*** *

*** *

****o** **Transition report under Section 13 or 15(d) of the Securities**

****Exchange Act of 1934 for the transition period from ____ to ____**

*** *

****Commission file number: 001-07894**

*** *

| ****OHANA ENTERPRISES, INC.**

****(Exact Name of Registrant as Specified in Its Charter)** |
|---------------------------------------------------------------------------------------------|
| *** *                                                                                  | *** * | *** * |
| ****Delaware**                                                                              | *** * | ****95-2312900** |
| ****(State or Other Jurisdiction of Incorporation or Organization)**                        | *** * | ****(I.R.S. Employer Identification No.)** |
| *** *                                                                                  | *** * | *** * |
| ****7275**Murdy** Circle**,**Huntington Beach**,**CA**  **                   | *** * | ****92647** |
| ****(Address of Principal Executive Offices)**                                              | *** * | ****(Zip Code)** |
| *** *                                                                                  | *** * | *** * |
| ****(310) 456-3199**                                                                        |
| ****(Registrant’s telephone number, including area code)**                            |
| *** *                                                                                  |
| ****(917) 335-4245**                                                                        |
| ****(Former telephone number, if changed since last report)**                               |
|                                                                                             |  |  |

*** *

*** *

****Check whether the issuer: (1) filed all the reports required to be filed by**

****Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such**

****shorter** period that the registrant was required to file such reports), and (2)**

****has** been subject to such filing requirements for the past 90 days.**

*** *

****Yes**  X  **  No**    **

*** *

****The number of outstanding shares of the issuer's common stock, $0.001 par**

****value** (the only class of voting stock), as of January 15, 2004 was 28,932,775.**

*** *

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

*** *

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

*** *

| ****PART I - FINANCIAL INFORMATION**                                                                                                                                                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *** *                                                                                                                                                                                                                                                                 | *** * |
| ****ITEM 1.  FINANCIAL STATEMENTS**                                                                                                                                                                                                                              | *** * |
| *** *                                                                                                                                                                                                                                                                 | *** * |
| ****(a) Condensed Consolidated Financial Statements**                                                                                                                                                                                                                      | *** * |
| *** *                                                                                                                                                                                                                                                                 | *** * |
| ****Condensed consolidated financial information relating to**Ohana** Enterprises, Inc., a**Delaware** corporation ("Company") and its subsidiary, Visual Interviews, Inc., a**Nevada** corporation, is provided on pages F-1 through F-4 of this Report.** | *** * |
| *** *                                                                                                                                                                                                                                                                 | *** * |
| *** *                                                                                                                                                                                                                                                                 | *** * |
| ****Financial Statements:**                                                                                                                                                                                                                                                | ****Page** |
| *** *                                                                                                                                                                                                                                                                 | *** * |
| ****Condensed Consolidated Financial Statements:**                                                                                                                                                                                                                         | *** * |
| ****   Balance Sheets**                                                                                                                                                                                                                                     | ****3** |
| ****   Statements of Operations**                                                                                                                                                                                                                           | ****4** |
| ****   Statements of Cash Flows**                                                                                                                                                                                                                           | ****5** |
| ****   Notes to Condensed Statements**                                                                                                                                                                                                                      | ****6** |
|                                                                                                                                                                                                                                                                            |  |

*** *

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

*** *

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

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

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

****2003** | *** * | ****December 31,**

****2003** |
| *** *                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | ****(**Unaudited**)** |
| ****CURRENT ASSETS**                                                                                                            | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                      | ****Cash** | *** * | *** * | *** * | ****$ 25,190 ** | *** * | ****$      1,199 ** |
| *** *                                                                                                                      | ****Other receivables** | *** * | ****- ** | *** * | ****491 ** |
| *** *                                                                                                                      | ****Prepaid expenses** | *** * | *** * | ****93,300 ** | *** * | ****402,571 ** |
| *** *                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****TOTAL ASSETS**                                                                                                              | *** * | *** * | ****$118,490 ** | *** * | ****$    404,261 ** |
| *** *                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**                                                                            |
| *** *                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****CURRENT LIABILITIES**                                                                                                       | *** * | *** * | *** * | *** * |
| *** *                                                                                                                      | ****Accounts payable and accrued liabilities** | ****$ 86,103 ** | *** * | ****$   133,532 ** |
| *** *                                                                                                                      | ****Accrued liabilities - related parties** | ****148,147 ** | *** * | ****121,433 ** |
| *** *                                                                                                                      | ****Note payable - Hudson Consulting** | ****200,000 ** | *** * | ****200,000 ** |
| *** *                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                      | *** * | ****Total Current Liabilities** | ****434,250 ** | *** * | ****454,965 ** |
| *** *                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****STOCKHOLDERS' EQUITY (DEFICIT)**                                                                                            | *** * | *** * | *** * |
| *** *                                                                                                                      | ****Preferred stock, $0.001 par value, 10,000,000 shares**

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

****  16,629,638 and 26,157,775, respectively issued and**

****  outstanding** | ****16,630 ** | *** * | ****26,157 ** |
| *** *                                                                                                                      | ****Additional paid-in capital** | ****489,323 ** | *** * | ****1,130,821 ** |
| *** *                                                                                                                      | ****Stock subscription receivable** | ****(51,740)** | *** * | ****(11,740)** |
| *** *                                                                                                                      | ****Accumulated deficit** | *** * | ****(769,973)** | *** * | ****(1,195,942)** |
| *** *                                                                                                                      | **** ** | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                      | *** * | ****Total Stockholders' Equity (Deficit)** | ****(315,760)** | *** * | ****(50,704)** |
| *** *                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**                                                                      | ****$118,490 ** | *** * | ****$    404,261 ** |
| *** *                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                      | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****The accompanying notes are an integral part of these financial statements.**                                                |
|                                                                                                                                 |  |  |  |  |  |  |  |  |

*** *

*** *

| **3** |
|-------|

****Table of Contents**

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

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

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

****December 31,** | *** * | ****Six Months Ended**

****December 31,** | *** * | ****From Inception**

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

****to**

****December 31,** |
| *** *                                                                                                                                | *** * | ****2002** | **** ** | ****2003** | *** * | ****2002** | **** ** | ****2003** | *** * | ****2003** |
| *** *                                                                                                                                | *** * | ****(**Unaudited**)** | *** * | ****(**Unaudited**)** | *** * | ****(**Unaudited**)** | *** * | ****(**Unaudited**)** | *** * | ****(**Unaudited**)** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****General and**

****  administrative**

****  expenses**                                                           | ****$  134,007 ** | *** * | ****$  161,664 ** | *** * | ****$ 211,836 ** | *** * | ****$  425,969 ** | *** * | ****$   995,942 ** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Loss from operations**                                                                                                                | ****(134,007)** | *** * | ****(161,664)** | *** * | ****(211,836)** | *** * | ****(425,969)** | *** * | ****(995,942)** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Provision for loss on**

****  related parties**

****  notes receivable**                                        | ****- ** | *** * | ****- ** | *** * | ****- ** | *** * | ****- ** | *** * | ****(200,000)** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Net loss**                                                                                                                            | *** * | ****$ (134,007)** | *** * | ****$ (161,664)** | *** * | ****$(211,836)** | *** * | ****$ (425,969)** | *** * | ****$(1,195,942)** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Basic weighted average**

****  number of common**

****  shares outstanding**                                    | ****12,121,078 ** | *** * | ****22,863,363 ** | *** * | ****5,977,957 ** | *** * | ****18,703,105 ** | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****Net loss per common**

****  share Basic**                                                                                  | ****$    (0.01)** | *** * | ****$    (0.01)** | *** * | ****$   (0.04)** | *** * | ****$    (0.02)** | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****The accompanying notes are an integral part of these financial statements.**                                                          |
|                                                                                                                                           |  |  |  |  |  |  |  |  |  |  |

*** *

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

****Table of Contents**

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

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

****Condensed Consolidated Statements of**Cashflows** |
|-------------------------------------------------------------------------------------------------------------------------------------------|
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | ****Six Months Ended**

****December 31,** | *** * | ****From Inception**

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

****to**

****December 31,** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | ****2002** | *** * | ****2003** | *** * | ****2003** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | ****(**Unaudited**)** | *** * | ****(**Unaudited**)** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****CASH FLOWS FROM OPERATING ACTIVITIES**                                                                                                | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | ****Net loss** | *** * | ****$(211,836)** | *** * | ****$(425,969)** | *** * | ****$(1,195,942)** |
| *** *                                                                                                                                | ****Adjustments to reconcile net loss to net**

****  provided by Operating activities** | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | ****Non-cash adjustments:** | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | ****Effect of Merger** | *** * | ****- ** | *** * | ****- ** | *** * | ****(27,717)** |
| *** *                                                                                                                                | *** * | ****Provision for loss on receivable**

****  received in merger** | ****- ** | *** * | ****- ** | *** * | ****200,000 ** |
| *** *                                                                                                                                | *** * | ****Issuance of stock for services** | ****78,370 ** | *** * | ****651,025 ** | *** * | ****991,955 ** |
| *** *                                                                                                                                | ****Changes in:** | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | ****Accounts receivable** | *** * | ****- ** | *** * | ****(491)** | *** * | ****(491)** |
| *** *                                                                                                                                | *** * | ****Prepaid expenses** | *** * | ****(8,333)** | *** * | ****(309,272)** | *** * | ****(322,572)** |
| *** *                                                                                                                                | *** * | ****Accounts payable and accrued liabilities** | ****108,608 ** | *** * | ****47,430 ** | *** * | ****133,533 ** |
| *** *                                                                                                                                | *** * | ****Accrued liabilities - related parties** | ****33,191 ** | *** * | ****(26,714)** | *** * | ****121,433 ** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | ****NET CASH USED BY OPERATING ACTIVITIES** | ****- ** | *** * | ****(63,991)** | *** * | ****(99,801)** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****CASH FLOWS FROM FINANCING ACTIVITIES**                                                                                                | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | ****Payment received on subscription receivable** | ****- ** | *** * | ****40,000 ** | *** * | ****79,102 ** |
| *** *                                                                                                                                | ****Proceeds from sale of common stock** | ****- ** | *** * | ****- ** | *** * | ****25,000 ** |
| *** *                                                                                                                                | ****Offering Costs** | *** * | ****- ** | *** * | ****- ** | *** * | ****(3,102)** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | ****NET CASH PROVIDED BY FINANCING ACTIVITIES** | ****- ** | *** * | ****40,000 ** | *** * | ****101,000 ** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****NET CHANGE IN CASH**                                                                                                                  | *** * | ****- ** | *** * | ****(23,991)** | *** * | ****1,199 ** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****CASH, beginning of year**                                                                                                             | *** * | ****- ** | *** * | ****25,190 ** | *** * | ****- ** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****CASH, end of period**                                                                                                                 | *** * | ****$       - ** | *** * | ****$   1,199 ** | *** * | ****$     1,199 ** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****SUPPLEMENAL SCHEDULE OF NON-CASH INVESTING**                                                                                          | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | ****ACTIVITIES:** | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | ****Issuance of common stock for services** | ****$  78,370 ** | *** * | ****$ 254,961 ** | *** * | ****$   991,955 ** |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | ****Issuance of common stock for prepaid services** | *** * | *** * | ****$ 396,064 ** | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | ****Issuance of common stock for assumption**

****  of accounts payable** | ****$   1,433 ** | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | ****Offset of related parties receivable**

****  with accounts payable** | ****$     850 ** | *** * | *** * | *** * | *** * |
| *** *                                                                                                                                | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * | *** * |
| ****The accompanying notes are an integral part of these financial statements.**                                                          |
|                                                                                                                                           |  |  |  |  |  |  |  |  |  |

*** *

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

****Table of Contents**

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

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

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

*** *

****1.   ORGANIZATION**

*** *

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

*** *

****Ohana** Enterprises will provide services and products within the market segment of human resource professional services and outsourcing through its wholly-owned subsidiary, Visual Interviews, Inc.  The Company will provide employers, recruiters and search firms the tools and services to facilitate the initial screening and skills assessment of job candidates.  The Company will conduct the candidate interview at one of its planned professional office locations, capture the interview on video, and stream it to the client on demand over a secure private intranet.  Candidate interviews will be archived for client review. Human resource managers will be able to designate viewing permissions to other hiring managers within the organization.  The Company's service will be targeted at the professional, managerial, and**specialized** hiring needs of Global 2000 companies and private industry.  The service will be distributed directly through the Company's future sales force and indirectly through distribution partners such as recruiting agencies and executive outplacement firms.**

*** *

****2.   BASIS OF PRESENTATION**

*** *

****The accompanying**unaudited** financial statements include the accounts of**Ohana** Enterprises, Inc. and its wholly-owned subsidiary. Visual Interviews, Inc.  The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the**United States**.**

*** *

****In the opinion of management, the**unaudited** interim financial statements for the three and six months ended December 31, 2003 are presented on a basis consistent with the audited financial statements and reflect all adjustments, consisting only of normal recurring accruals, necessary for fair presentation of the results of such period.  The results for the three and six months ended December 31, 2003, are not necessarily indicative of the results of operations for the full year ending June 30, 2004.  These**unaudited** financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended June 30, 2003.**

*** *

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

*** *

****3.   RELATED PARTY PAYABLES**

*** *

****The Company owes a total of $121,433 to management and consultants as reimbursement for expenses incurred during the development phase of operations. These are non interest-bearing obligations of the Company.**

*** *

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

****Table of Contents**

****4.   SUBSEQUENT EVENTS**

*** *

****The company issued an aggregate of 2,775,000 shares to consultants as compensation in lieu of cash during December 31, 2003 and January 15, 2004.**

*** *

****The Company has received in aggregate $125,800 in investments during the months of January and February of 2004.**

*** *

****On January 14, 2004 the Company signed a non-binding Memorandum of Agreement to acquire**RestauranTech**, a wholly owned subsidiary of Interactive Ideas Consulting Group, Inc. ("I2CG"). Neal Weisman, a shareholder of the Company, is the CEO and principal shareholder of I2CG.  I2CG, founded in 1994, is a full-service technology group with nearly 500 clients, mainly in the restaurant and hospitality industries. This acquisition includes all of**RestauranTech's** client relationships and suite of products, including its flagship product, "**Wi-Fi** 802.11b hotspot service."**RestauranTech**, in addition to wireless technologies, provides additional services to its clients, including guest loyalty software, website design, hosting, onsite support, Remote Support Software, online training, co-location facility, intranet applications, remote backup solutions, and onsite POS support. Definitive agreements are expected to be executed by the end of the calendar quarter.**

*** *

****On March 17, 2003, Hudson Consulting Group, Inc. (“Hudson”) filed a Verified Complaint in the Third Judicial District Court in and for Salt Lake County, Utah (Case No. 030905949) against the Company and the Purchasers, alleging claims of breach of contract and breach of implied covenant of good faith and fair dealing in the failure to pay sums due under a Stock Purchase Agreement by and among Hudson, the Purchasers and the Company, and seeking damages of not less than $200,000.  The Action was settled by Hudson and the Company on February 20, 2004 for the sum of $117,000,**without either**Hudson** or**Ohana** admitting or denying any of the claims or allegations contained in the Action or otherwise, thereby resolving all obligations under the Stock Purchase Agreement and releasing all stock pledged under the Stock Pledge Agreement. The parties executed a mutual general release which stipulates that all agreements have been fully satisfied and that all claims between the Hudson and**Ohana** parties have been resolved. A gain on extinguishment of debt in the amount of $83,000 will be recorded in the next quarter.**

*** *

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

****Table of Contents**

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

*** *

****     THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE STRATEGIES THAT ARE SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS", "BELIEVES", OR SIMILAR LANGUAGE.  THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS, UNCERTAINTIES AND OTHER FACTORS.  ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO THE COMPANY ON THE DATE HEREOF AND SPEAK ONLY AS OF THE DATE HEREOF.  THE FACTORS DISCUSSED BELOW UNDER "FORWARD-LOOKING STATEMENTS" AND ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-QSB AND IN THE COMPANY’S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 2003 ARE AMONG THOSE FACTORS THAT IN SOME CASES HAVE AFFECTED THE COMPANY'S RESULTS**AND  COULD** CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE  FORWARD-LOOKING STATEMENTS.**

*** *

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

*** *

****PLAN OF OPERATION**

*** *

****     The Company was incorporated in**California** in 1964, and emerged from bankruptcy on August 21, 1999 as**Erly** Industries, Inc.  On January 24, 2001,**Erly** Industries, Inc. changed its domicile from**California** to**Delaware** and changed its name to**Torchmail** Communications, Inc.  On October 18, 2002, the Company consummated the acquisition of one hundred percent (100%) of the outstanding common stock of Visual Interviews, Inc., a**Nevada** corporation ("VI") in exchange for the issuance of an aggregate of 9,384,543 shares of the Company's common stock to the former Visual Interviews shareholders.**

*** *

****     This acquisition resulted from the Company's efforts over a period of time to locate an existing business or business assets with which the Company could enter into a merger or acquisition. On December 10, 2002, the Company changed its name to**Ohana** Enterprises, Inc. in association with the change in control and acquisition of VI.  **Ohana** Enterprises, Inc. is a holding company with no operations.  VI is a wholly-owned subsidiary of the Company, and has been the only operational business within the Company.**

*** *

****     On January 14, 2004, the Company signed a non-binding letter of intent to acquire**RestauranTech**, a wholly-owned subsidiary of Interactive Ideas Consulting Group (“I2CG”)**.**Neal Weisman, a shareholder of the Company, is the CEO and principal shareholder of I2CG.  **I2CG and**RestauranTech** offer a suite of technology services to nearly 500 clients, mainly in the restaurant and hospitality industries. This acquisition includes all of**RestauranTech's** clients and intellectual properties, including its flagship product, "**Wi-Fi** 802.11b hotspot service," with sophisticated back-end software.**

*** *

****      **RestauranTech** offers a menu of services and products to its clients including ATM and POS system support, network design, remote access monitoring, security audits, inventory beverage control, guest loyalty programs, gift cards, internet/intranet design and hosting, and employee training and scheduling.**

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

****Table of Contents**

****      The acquisition of**RestauranTech** by**Ohana** should expedite both organizations' goals, allowing**Ohana** to achieve full operational status immediately. Moreover,**RestauranTech** will accelerate its marketing plan by immediately rolling out its newly developed technologies and services to its existing clients, as well as capturing new clientele.**

*** *

****      The Company is seeking financing of $1 million to support the operations of**Ohana** and**RestauranTech**, and has entered into a non-binding letter of intent for a $**500,000  financing** from**VFinance**, Inc. Funding is contingent upon certain conditions, including but not limited to the execution of definitive agreements. Pending completion of this financing, the Company has placed a hold on all development activities for its Visual Interviews subsidiary.**

*** *

****      On December 31, 2003 the employment contract with Joe Smith as President and Chief Executive Officer of**Ohana** expired by its own terms.  The Company is seeking to fill the position permanently in conjunction with the anticipated acquisition of**RestauranTech**.  For the interim period, Catherine Thompson is serving as the Chief Executive Officer.**

*** *

****            **The Company is seeking to expand its Board of Directors.  Discussions have been initiated with two individuals who are respected professionals in their fields and who would contribute significantly to the current management team as either Officers or Directors of the Company.  However, to date, the Company has not entered into any agreements with either of these individuals.**

*** *

****RESULTS OF OPERATIONS**

*** *

****      Three and Six Months Ended December 31, 2003 Compared To Three and Six Months Ended December 31, 2002**

*** *

****      **Revenues.**  The Company did not generate any revenue in the three or six months ended December 31, 2003 and 2002 respectively.  Since the October 2002 acquisition of VI, the Company's focus has been on the creation of an infrastructure and the development of the VI suite of products.   The Company has been in the development stage since July 2001.  The Company has entered into a letter**of  intent** to acquire**RestauranTech**, an operating company with revenues, and has suspended all development of the VI technology and products.**

*** *

****      **General and Administrative Expenses.**  The Company incurred $161,664 in general and administrative expenses for the three months ended December 31, 2003, compared to $134,007 for the three months ended December 31, 2002.  The Company incurred $425,969 in general and administrative expenses for the six months ended December 31, 2003, compared to $211,836 for the six months ended December 31, 2002. The increases in the three and six-month periods of 2003 were due primarily to expenses incurred to facilitate the growth of**Ohana** **through  acquisition** and fundraising efforts.**

****   **

****      For the three months ended December 31, 2003, an aggregate of 2,949,315 shares of common stock were issued to consultants in lieu of cash compensation and 5,462,155 shares of common stock were issued as compensation for prepaid services.  Employees and consultants receiving stock agreed to receive these securities, in lieu of cash, for payment of services rendered. For the six months ended December 31, 2003, an aggregate of 3,677,038 shares of common stock were issued for similar non-cash compensation and 5,851,099 shares were issued for prepaid services. Management anticipates using common stock in lieu of cash for compensation until cash generated from operations or other funding is received.  There can be no assurances that cash or funding will be obtained.  **

*** *

****      **Sales and Marketing Expenses.**  The Company has incurred no sales and marketing expenses since the date of inception, as it has been a development stage company. Management expects to commence sales and marketing efforts in the 2nd quarter of 2004 following the acquisition of**RestauranTech**.**

*** *

****      **Net Loss.**  As a result of the foregoing factors, the Company's net loss increased to $161,664 and $425,969, respectively, for the three and six months**ended  December** 31, 2003, compared to a net loss of $134,007 and $211,836, respectively, for the three and six months ended December 31, 2002. The net loss per share was $0.01 and $0.02 for the respective three and six month periods ended December 31, 2003, and $0.01 and $0.17 for the respective three and six month periods ended December 31, 2002.  The lower net loss per share for the six months ended December 31, 2003 was due to a substantial increase in the number for of shares of common stock outstanding in that year.**

*** *

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****LIQUIDITY AND CAPITAL RESOURCES**

*** *

****      The Company has not had any revenues to date, and has experienced operating losses since inception primarily caused by its continued development costs.  As shown in the accompanying financial statements, the Company incurred a net loss of $161,664 and $425,969, respectively, for the three and six-month periods ended December 31, 2003. Those factors create an uncertainty and raise substantial doubt about the Company's ability to continue as a going concern. Management of the Company is actively seeking additional capital; however, there can be no assurance that such financing will be available on terms favorable to the Company, or at all. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Continuation of the Company as a going concern is dependent on the Company continuing to raise capital, developing significant revenues and ultimately attaining profitable operations.**

*** *

****      The Company is currently devoting its efforts to raising capital and to finalizing the terms and definitions for the acquisition of**RestauranTech**.  Management anticipates that additional capital will be derived from public or private placements of equity and debt securities; however, to date the Company has raised only a minimal amount of cash.  Although the Company has entered into a non-binding letter of intent for financing of $500,000 from**VFinance**, Inc., the funds have not yet been received and no definitive agreements have been executed.  The Company has not entered into any other agreements or other arrangements to provide additional**capital,** however, the Company is currently in negotiations with two additional financing sources.  Management has decided to suspend development for the Visual Interviews technology at this time due to the lack of cash.  Other efforts are focused on building the Company's Board of Directors and in an attempt to bring additional experience and industry expertise to the Company.**

*** *

****RISKS AND UNCERTAINTIES**

*** *

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

*** *

****      OHANA NEEDS SIGNIFICANT ADDITIONAL CAPITAL.**  The Company is currently experiencing a capital shortfall and has suspended development of its VI technology and products.  Management estimates that current cash and cash equivalents are currently insufficient to meet anticipated cash needs for working capital and capital expenditures.  **Ohana** therefore needs to raise additional funds immediately.  If additional funds are**raised  through** the issuance of equity or convertible debt securities, the percentage ownership of existing stockholders will be reduced, and such securities may have rights, preferences and  privileges senior to those of the Company's common stock.  The Company is currently attempting to identify other prospective investors with respect to financing; however, the Company has not entered into agreements with any such investors.  There can be no assurance that additional financing will be available on terms favorable to**Ohana** or at all. If adequate funds are not available or are not available on acceptable terms, the Company will not be able to fund its operations.  Such inability to fund operations will have a material adverse effect on the Company's business, results of operations and financial condition.**

*** *

****      OHANA HAS ONLY A LIMITED OPERATING HISTORY.**  The Company has only a limited operating history upon which can be based an evaluation of its prospects.  Such prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies seeking to introduce new products into new and rapidly evolving markets characterized by intense competition. To address these risks and uncertainties, the Company must, among other things, successfully market the talents and capabilities of its management team and complete and introduce products and product enhancements in a timely manner, continue to upgrade and commercialize its technologies, compete effectively with a large number of technologically sophisticated and well financed companies, and attract, retain and motivate highly qualified personnel, and manage rapid growth.  There can be no assurance that**Ohana** will successfully address these challenges.**

*** *

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****      THE COMPANY HAS A HISTORY OF LOSSES, AND ITS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT DATED SEPTEMBER 9, 2003, INCLUDES AN EXPLANATORY PARAGRAPH RELATING TO SUBSTANTIAL**DOUBT** **AS** TO OHANA'S ABILITY TO CONTINUE AS A GOING CONCERN.**  Since the Company's inception in 2001, it has incurred substantial losses from operations, resulting primarily from costs related to development of its technology and building its infrastructure. Because of**Ohana's** status as a development stage company and the need to conduct additional research and development prior to completing its technology and introducing services to the market, management expects to incur net losses for the foreseeable future. If the Company's growth is slower than anticipated or operating expenses exceed expectations,**Ohana's** losses will be significantly greater. The Company may never achieve profitability. Primarily as a result of these recurring losses,**Ohana's** independent certified public accountants modified their report on the June 30, 2003 financial statements to include an uncertainty paragraph wherein they expressed substantial doubt about the Company's ability to continue as a going concern.**

*** *

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

*** *

****      **THE COMPANY MAY NOT BE ABLE TO ATTRACT AND RETAIN A QUALIFIED MANAGEMENT TEAM.** The Company is currently interviewing candidates for the positions of Chief Executive**Officer  and** Chief Operations Officer in conjunction with the anticipated acquisition of**RestauranTech**. However, there can be no assurances that the Company will be able to attract and retain such professionals at compensation levels that are mutually agreed upon.   **

*** *

****      **THE COMPANY MAY CHANGE ITS PRIMARY BUSINESS, AND THERE CAN BE NO ASSURANCE THAT SUCH NEW BUSINESS WILL BE SUCCESSFUL**.  Due to a current capital shortfall, the Company has suspended the development of its VI technology and products.  The Company has recently signed a non-binding Memorandum of Agreement to acquire**RestauranTech**, a wholly-owned subsidiary of I2CG.  The acquisition involves all of**RestauranTech's** client relationships and suite of products, including its flagship product, "**Wi-Fi** 802.11b hotspot service".  These products are sold primarily to the restaurant and hospitality industries, markets involving a substantially different focus from the human resources industry currently served by the Company.  There can be no assurance that the Company will successfully conclude the acquisition of**RestauranTech**, and even if the acquisition is successfully completed, that the Company will be able to successfully shift its focus and operations to the markets served by**RestauranTech** or that the former**RestauranTech** business will be profitable.**

*** *

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****        **THE COMPANY’S SERVICES WILL BE HIGHLY DEPENDENT UPON SERVICES AND PRODUCTS OF OTHERS.**  The Company will offer a suite of services and many of those services rely on the ability of third party vendors or service providers to provide reliable products and services in a timely manner.  While the Company will negotiate for service level agreements and will plan for alternative sources, there can no assurance that the Company’s services will not be interrupted.  Interruptions of service could also arise from network outages, periodic system upgrades, and internal system failures. Failures in performance, reliability or availability of our services could severely affect the Company’s credibility and inhibit the Company’s future ability to attract new clients.**

*** *

****        **THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO ACHIEVE MARKET PENETRATION.** The Company has recently signed a non-binding Memorandum of Agreement to acquire**RestauranTech**, a wholly-owned subsidiary of IACG. **RestauranTech** provides services exclusively to the restaurant and hospitality industry. There can be no assurance that the Company’s products and services will be accepted by its target markets or that the Company will be able to capture and retain clients. There can be no assurance that existing clients of**RestauranTech** will continue to use the Company’s services. The Company will sell its products through direct sales and strategic partners, however, no such relationships have been entered into. The Company may be unable to attract such partners or to negotiate such terms acceptable to the Company.  Failure to do so could materially and adversely affect the Company’s business, operating results and financial condition.**

*** *

****      **THE COMPANY WILL FACE Substantial Competition in the Information Technology and Consulting Services Markets.** The information technology products and related services markets are highly competitive and are served by numerous international, national and local firms. There can be no assurance that the Company will be able to compete effectively in these markets. Market participants include systems consulting and integration firms, including national accounting firms and related entities, the internal information systems groups of our prospective clients, professional services companies, hardware and application software vendors, and divisions of both large integrated technology companies and outsourcing companies. Many of these competitors have significantly greater financial, technical and marketing resources, generate greater revenues and have greater name recognition than the Company. In addition, there are relatively low barriers to entry into the IT products and related services markets, and the Company expects to encounter additional competition from new entrants into the IT products and related services markets.**

*** *

****      **OHANA MAY BE UNABLE TO MANAGE ITS GROWTH.**  Should the Company experience rapid growth, its failure to manage such growth could cause substantial increases in operating costs and harm its ability to achieve profitability and, therefore, decrease the value of its stock.  Rapidly expanding**Ohana's** business would require the Company to invest significant amounts of capital in its operations and resources, which would substantially increase operating costs. As a result, the Company's failure**to  manage** its growth effectively could cause**

****substantial** increases in operating costs without corresponding increases in revenue, thereby harming the Company's ability to achieve or sustain profitability. Also, management may have to divert a disproportionate amount of its attention away from the Company's day-to-day activities and devote a substantial amount of time managing growth.**

*** *

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

*** *

| **12** |
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****ITEM 3.**  CONTROLS AND PROCEDURES**

*** *

****      On February 7, 2003, management concluded its evaluation of the effectiveness of the Company's disclosure controls and procedures.  As of that date, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company maintains effective disclosure controls and procedures that ensure information required to be disclosed in the Company's reports under the Securities Exchange Act of 1934 is recorded, processed,**

****summarized** and reported within the time periods specified in the SEC's rules and forms.   Specifically, the disclosure controls and procedures assure that information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.   There have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of management's evaluation.**

*** *

*** *

****PART II - OTHER INFORMATION**

*** *

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

*** *

****      On March 17, 2003, Hudson Consulting Group, Inc. (“Hudson”) filed a Verified Complaint in the Third Judicial District Court in and for Salt Lake County, Utah (Case No. 030905949) against the Company and the Purchasers, alleging claims of breach of contract and Breach of implied covenant of good faith and fair dealing in the failure to pay sums due under a Stock Purchase Agreement by and among Hudson, the Purchasers and the Company, and seeking damages of not less than $200,000.  The Action was settled by Hudson and the Company on February 20, 2004 for the sum of $117,000,**without either Hudson or**Ohana** admitting or denying any of the claims or allegations contained in the Action or otherwise, thereby resolving all obligations under the Stock Purchase Agreement and to releasing all stock pledged under the Stock Pledge Agreement. The parties executed a mutual general release which stipulates that all agreements have been fully satisfied and that all claims between the Hudson and**Ohana** parties have been resolved.  **

****  **

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

*** *

****      **      Not applicable**

*** *

****ITEM 3.**  **DEFAULTS UPON SENIOR SECURITIES.**

*** *

****      **      Not applicable.**

*** *

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

*** *

****      **      Not applicable.**

*** *

****ITEM 5.**  **OTHER INFORMATION.**

*** *

****      **      Not applicable.**

*** *

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

*** *

| ****Exhibit No.** | ****Title of Exhibit**                                    |
|-------------------|-----------------------------------------------------------|
| *** *        | *** *                                                |
| ****99.01**       | ****Certification  of Chief Executive Officer** |
| ****99.02**       | ****Certification  of Chief Financial Officer** |
|                   |                                                           |

*** *

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****Table of Contents**

****SIGNATURES**

*** *

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

*** *

| *** *                               | ****OHANA ENTERPRISES, INC.**         |
|------------------------------------------|---------------------------------------|
| *** *                               | *** *                            |
| ****Date:  February 23, 2004** | ****/s/ Catherine Thompson**          |
| *** *                               | ****Interim Chief Executive Officer** |
| *** *                               | *** *                            |
| ****Date:  February 23, 2004** | ****/s/ Catherine Thompson**          |
| *** *                               | ****Chief Financial Officer**         |
|                                          |                                       |

*** *

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****CERTIFICATIONS**

*** *

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

*** *

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

*** *

****2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;**

*** *

****3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amended quarterly report;**

*** *

****4.     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we have:**

*** *

****       a.      designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;**

*** *

****       b.      evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and**

*** *

****       **c**.      presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;**

*** *

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

*** *

****       a.      All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and**

*** *

****       b.      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and**

*** *

****6.     The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.**

*** *

****Date: February 23, 2004**

*** *

****/s/**Catherine Thompson**

*** *

****Catherine Thompson**

****Interim Chief Executive Officer**

*** *

| **15** |
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****Table of Contents**

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

*** *

****1.     I have reviewed this quarterly report on Form 10-QSB of OHANA**

****ENTERPRISES, INC.;**

*** *

****2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;**

*** *

****3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amended quarterly report;**

*** *

****4.     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we have:**

*** *

****       a.      designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;**

*** *

****       b.      evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and**

*** *

****       **c**.      presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;**

*** *

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

*** *

****       a.      All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and**

*** *

****       b.      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and**

*** *

****6.     The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.**

*** *

****Date: February 23, 2004**

*** *

****/s/**Catherine Thompson**

*** *

****Catherine Thompson**

****Chief Financial Officer**

*** *

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****Table of Contents**

****Exhibit 99.01- Certification of Chief Executive Officer**

*** *

****CERTIFICATION OF CHIEF EXECUTIVE OFFICER**

*** *

****I, Catherine Thompson, Interim Chief Executive Officer of OHANA ENTERPRISES, INC (the**

****"Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:**

*** *

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

*** *

****          **and**

*** *

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

*** *

****Date: February 23, 2004**

*** *

****/s/ Catherine Thompson      **

*** *

****    Catherine Thompson**

****    Interim Chief Executive Officer**

*** *

| **17** |
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****Table of Contents**

****Exhibit 99.02- Certification of Chief Financial Officer**

*** *

****CERTIFICATION OF CHIEF FINANCIAL OFFICER**

*** *

****I, Catherine Thompson, Chief Financial Officer of Ohana Enterprises, Inc. (the**

****"Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that, based on my knowledge:**

*** *

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

*** *

****          **and**

*** *

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

*** *

****Date: February 23, 2004**

*** *

*** *

****/s/ Catherine Thompson    **

*** *

****    Catherine Thompson**

****    Chief Financial Officer**

*** *

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