U.S. 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
                               September 30, 2003

        [ ] 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 Charter)

              Delaware                                       95-2312900
             ----------                                      ----------
     (State or Other Jurisdiction                          (IRS Employer
          of Incorporation)                             Identification No.)


                 7275 Murdy Circle, Huntington Beach, CA  92647
  -----------------------------------------------------------------------------
              (Address of Principal Executive Offices)  (Zip Code)

                                 (917) 335-4245
               --------------------------------------------------
               Registrant's telephone number, including area code

               2899 Agoura Road, #168, Westlake Village, CA 91361
                ----------------------------------------- ------
                 (Former address, 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 October 20, 2003 was 17,746,345.

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


<PAGE>
                         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                                     F-1
          Statements of Operations                           F-2
          Statements of Cash Flows                           F-3
          Notes to Financial Statements                      F-4
================================================================================



<PAGE>
<TABLE>
<CAPTION>
                                Ohana Enterprises and Subsidiary
                                 (A Development Stage Company)
                             Condensed Consolidated Balance Sheets


                                                                     June 30,    September 30,
                                                                       2003          2003
                                                                    ----------  ---------------
                                                                                  (Unaudited)
<S>                                                                 <C>         <C>
CURRENT ASSETS
  Cash                                                              $  25,190   $           87
  Other receivables                                                         -            1,603
  Prepaid expenses                                                     93,300           87,498
                                                                    ----------  ---------------

TOTAL ASSETS                                                        $ 118,490   $       89,188
                                                                    ==========  ===============


                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                          $  86,103   $       97,526
  Accrued liabilities - related parties                               148,147          209,228
  Note payable - Hudson Consulting                                    200,000          200,000
                                                                    ----------  ---------------

    Total Current Liabilities                                         434,250          506,754

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 17,746,305, respectively
    issued and outstanding                                             16,630           17,746
  Additional paid-in capital                                          489,323          610,706
  Stock subscription receivable                                       (51,740)         (11,740)
  Accumulated deficit                                                (769,973)      (1,034,278)
                                                                    ----------  ---------------

    Total Stockholders' Equity (Deficit)                             (315,760)        (417,566)
                                                                    ----------  ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                $ 118,490   $       89,188
                                                                    ==========  ===============


           The accompanying notes are an integral part of these financial statements.
</TABLE>


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                                 Ohana Enterprises and Subsidiary
                                  (A Development Stage Company)
                         Condensed Consolidated Statements of Operations


                                                                                    From Inception
                                                             Three Months Ended     (July1, 2001)
                                                               September 30,              to
                                                         --------------------------  September 30,
                                                             2002          2003          2003
                                                         ------------  ------------  ------------
                                                          (Unaudited)   (Unaudited)   (Unaudited)
<S>                                                      <C>           <C>           <C>

General and administrative expenses                      $    41,972   $   264,305   $   834,278
                                                         ------------  ------------  ------------

Loss from operations                                         (41,972)     (264,305)     (834,278)

Provision for loss on related parties notes receivable             -             -      (200,000)
                                                         ------------  ------------  ------------

  Net loss                                               $   (41,972)  $  (264,305)  $(1,034,278)
                                                         ============  ============  ============

Basic  and diluted weighted average number of
  common shares outstanding                                9,384,544    16,951,740
                                                         ============  ============

Net loss per common share
  Basic and diluted                                      $     (0.00)  $     (0.02)
                                                         ============  ============


             The accompanying notes are an integral part of these financial statements.
</TABLE>


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                Ohana Enterprises and Subsidiary
                                  (A Development Stage Company)
                         Condensed Consolidated Statements of Cash Flows


                                                                                   From Inception
                                                             Three Months Ended    (July1, 2001)
                                                                September 30,            to
                                                          ------------------------  September 30,
                                                              2002         2003         2003
                                                          ------------  ----------  ------------
<S>                                                       <C>           <C>         <C>
                                                                 (Unaudited)        (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                $   (41,972)  $(264,305)  $(1,034,278)
  Adjustments to reconcile net loss to net used 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                                  -     122,500       463,430
  Changes in:
    Accounts receivable                                             -      (1,603)       (1,603)
    Prepaid expenses                                                -       5,801        (7,499)
    Accounts payable and accrued liabilities                   41,122      89,886       175,989
    Accrued liabilities - related parties                           -     (17,382)      130,765
                                                          ------------  ----------  ------------

      NET CASH USED BY OPERATING ACTIVITIES                      (850)    (65,103)     (100,913)


CASH FLOWS FROM FINANCING ACTIVITIES
  Payment received on subscription receivable                     850      40,000        79,102
  Proceeds from sale of common stock                                -           -        25,000
  Offering Costs                                                    -           -        (3,102)
                                                          ------------  ----------  ------------

      NET CASH PROVIDED BY FINANCING ACTIVITIES                   850      40,000       101,000
                                                          ------------  ----------  ------------

NET CHANGE IN CASH                                                  -     (25,103)           87

CASH, beginning of period                                           -      25,190             -
                                                          ------------  ----------  ------------

CASH, end of period                                       $         -   $      87   $        87
                                                          ============  ==========  ============

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  ACTIVITIES:
    Issuance of stock for services                        $         -   $ 122,500   $   463,430
                                                          ============  ==========  ============


           The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       F-3
<PAGE>
                     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 months ended September 30, 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 months ended September 30, 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.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2003, the FASB issued SFAS No. 150 Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity, which is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. SFAS No. 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. The adoption of this standard is
not expected to have a material impact on the Company's financial statements.

In April 2003, the FASB issued SFAS No. 149, Accounting for Derivative
Instruments and Hedging Activities, which is effective for contracts entered
into or modified after June 30, 2003 and for hedging relationships designated
after June 30, 2003. This instrument amends and clarifies financial accounting
and reporting for derivative instruments including certain instruments embedded
in other contracts and for hedging activities under SFAS NO. 133, Accounting for
Derivative Instruments and Hedging Activities. The adoption of this standard did
not have a material impact on the Company's financial statements.

3.   RELATED PARTY PAYABLES

The Company owes a total of $209,228 to management and consultants as
reimbursement for expenses incurred during the development phase of operations.
These are non interest-bearing obligations of the Company.

4.   SUBSEQUENT EVENTS

On October 29, 2003, the Company executed a strategic alliance with Interactive
Ideas Consulting Group ("I2CG"), whereby I2CG, a software and technology
engineering firm, will develop and enhance Internet technologies and offer
different levels of expertise in business and technology for the benefit of
Ohana and Visual Interviews.


                                       F-4
<PAGE>
                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Condensed Consolidated Financial Statements

     During the one-year term of this agreement, I2CG will provide advice to,
undertake for and consult with the Company concerning product design
specifications, product development and deployment planning in connection with
the business of the Company. In addition, it is agreed by both parties that I2CG
will provide the following services:

     -    Develop product conceptual design specifications from Company
          requirements;
     -    Participate with Company in product planning sessions, make cost
          effective recommendations for product development and future expansion
          opportunities;
     -    Execute initial product development according to plan;
     -    Advise the Company relative to product deployment to meet needs of
          Fortune 1000 clients.

     As compensation, Interactive Ideas has agreed to accept 1,176,470 shares of
common stock of Ohana Enterprises valued at $ .085 per share in lieu of cash for
its services.


<PAGE>
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 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 is the only
operational business within the Company.

     For the next year the Company will focus on funding, product development of
both the "Visual Interviews" and "Visual Resume" services, and on strategic
alliances to assist in the rollout and distribution of these services.

     On September 29, 2003, the Company announced the appointment of Joe Smith
as its President and Chief Executive Officer.  Mr. Smith has more than 30 years
experience as a leader and innovator in the healthcare supply industry.  From
1990 to 1993 he served as President of Abco Dealers, a cooperative of medical
distributors, where he pioneered the concept of master distribution in
healthcare.

     Efforts to build a Board of Directors have also continued as the Company
progresses from the development stage to the operational stage. On October 13,
2003, holders of in excess of a majority of the Company's outstanding common
stock elected a new Board of Directors by written consent. The newly elected
Board consists of three members: Catherine Thompson and Michael Avatar, both of
whom have served on the Board since October 2002, and Dennis Thompson. Mr.
Thompson's election as a Director will become effective on November 25, 2003.
Mr. Thompson is a consultant who provides expert advice concerning equipment,
construction, and mining operations. For the past ten years, Mr. Thompson has


<PAGE>
been involved in the manufacturing industry and construction field, including
founding companies such as West Virginia Mulch and West Virginia Horticulture.
He attended the Iron Workers Apprentice School in West Virginia from 1972-1975.
Mr. Thompson currently serves on the board of directors of Diversified Financial
Resources, Inc., NCI Holdings, Inc., and Wichita Development Corporation, all
publicly traded companies.

     On October 29, 2003, the Company executed a strategic alliance with
Interactive Ideas Consulting Group ("I2CG"), whereby I2CG, a software and
technology engineering firm and shareholder of the Company, will develop and
enhance Internet technologies and offer different levels of expertise in
business and technology for the benefit of Ohana and Visual Interviews. The
partnership with I2CG will bring to the Company an opportunity to enhance VI's
streaming video products currently under development, as well as to deliver a
suite of new technologies that VI plans to unveil later in 2003 and roll out
early next year. Currently, VI is in discussions with additional companies that
may team with I2CG. These entities are candidates for partnering and/or
acquisition by VI, to accelerate Visual's commercialization by delivering its
products and services to pre-existing clientele under contract. However, neither
the Company nor VI has entered into any agreement or other arrangement with any
of these companies, and there can be no assurance that any such agreement or
arrangement will be consummated.

     The Company is seeking to build a Board of Advisors comprised of industry
professionals who can assist in furthering the Company's business plan.
Discussions have been initiated with two individuals who are respected
professionals in their fields and who would contribute significantly to the
current management team; however, to date the Company has not appointed any
members of its Board of Advisors.

RESULTS OF OPERATIONS

     Three Months Ended September 30, 2003 Compared To Three Months Ended
September 30, 2002

     Revenues.  The Company did not generate any revenue in the three months
ended September 30, 2003 and 2002.  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.

     General and Administrative Expenses.   The Company incurred $264,305 in
general and administrative expenses for the three months ended September 30,
2003, compared to $41,972 for the three months ended September 30, 2002.  The
substantial increase in 2003 was due primarily to expenses incurred in the
continued development of VI's infrastructure, services and products.  Included
in general and administrative expense for the three months ended September 30,
2003 was $122,500 of expense related to the issuance of an aggregate of
1,116,667 shares of common stock to consultants in lieu of cash compensation.
Consultants receiving stock agreed to receive these securities, in lieu of cash,
for payment of services rendered.  In the three months ended September 30, 2002,
the Company did not provide any non-cash compensation.

     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.

     Net Loss.   As a result of the foregoing factors, the Company's net loss
increased to $264,305 for the three months ended September 30, 2003, compared to
a net loss of $41,972 for the three months


<PAGE>
ended September 30, 2002. The net loss per share was $0.02 for the three month
period ended September 30, 2003, an increase from $0.00 for the three month
period ended September 30, 2002.

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 and
marketing costs.  As shown in the accompanying financial statements, the Company
incurred a net loss of $264,305 for the three-month period ended September 30,
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
second generation development of the Visual Interviews service.  Management
anticipates that additional capital will be derived from public or private
placements of equity and debt securities; however, to date the Company has not
entered into any agreements or other arrangements providing such additional
capital.  Visual Interviews is also seeking potential partners to enter into
strategic alliances for sales, distributions and customer service.  Visual
Interviews has contracted with Interactive Ideas Consulting Group for the
development of a second generation product.  Other efforts are focused on
building the Company's Board of Directors and Board of Advisors 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 HAS ONLY A LIMITED OPERATING HISTORY.  The Company has only a limited
operating history upon which can be based an evaluation of its prospects.  Such
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered by companies seeking to introduce new products into new
and rapidly evolving markets characterized by intense competition. To address
these risks and uncertainties, the Company must, among other things,
successfully market the talents and capabilities of its management team and
complete and introduce products and product enhancements in a timely manner,
continue to upgrade and commercialize its technologies, compete effectively with
a large number of technologically sophisticated and well financed companies, and
attract, retain and motivate highly qualified personnel, and manage rapid
growth. There can be no assurance that Ohana will successfully address these
challenges.

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


<PAGE>
June 30, 2003 financial statements to include an uncertainty paragraph wherein
they expressed substantial doubt about the Company's ability to continue as a
going concern.

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


     OHANA NEEDS SIGNIFICANT ADDITIONAL CAPITAL.  The Company is currently
experiencing  a capital shortfall.  Management estimates that current cash and
cash equivalents are currently insufficient to meet anticipated cash needs for
working capital and capital expenditures.  Although the Company has entered into
an agreement with Chicago Investment Group, LLC for assistance in raising
capital, to date the Company has not received any additional funding.  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.


     THE COMPANY WILL BE DEPENDENT UPON THE HUMAN RESOURCES MARKET FOR ITS
REVENUES.  Human Resources, traditionally considered a cost center, is one of
the last corporate departments to adopt technological change.  However,
management believes that the market for business process outsourcing is growing
rapidly as is the number of companies entering this market. The Company's
success will depend, in part, upon its ability to build a reliable, scalable
application in a timely manner and to be able to enhance, re-package and
re-brand that technology to create new service offerings.  There is no assurance
that the Company will be able to develop its service for commercial deployment
before evolving industry standards render the service unwanted, undesirable or
obsolete.  As a result more advanced services produced by Ohana's competition
could erode the Company's competitive position or inhibit entrance into desired
markets.

     THE COMPANY'S SERVICES WILL BE HIGHLY CONFIDENTIAL AND DEPENDENT UPON
UNINTERRUPTED INTERNET SERVICE.  The Company's services will be confidential in
nature.  These services will be delivered via the Internet and video and data
will be hosted with third party service providers. While the Company will
negotiate for service level agreements, there can be no assurance that the
Company's services will not be interrupted or that confidential information will
not be breached.  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'S SERVICES WILL BE ACCEPTED BY
THE MARKET.  The Company's ability to succeed will also be significantly


<PAGE>
affected by market acceptance and adoption of its anticipated services.  The
Company's service is a new application that would alter traditional methods of
hiring.  The Company intends for its services to be timesaving tools that will
allow human resource managers and recruiters to become more strategic in their
roles and less administrative. There is potential that HR professionals could
initially feel threatened by or inconvenienced by Ohana's anticipated services.
The Company will seek feedback during the application development and testing
phases as well as ongoing comments to make its service applications useful and
easy to utilize.  There can be no assurance that the Company's market will adopt
and utilize the Company's services to any degree to provide necessary
operational revenues.

     OHANA WILL BE DEPENDENT ON STRATEGIC PARTNERS TO BUILD ITS INFRASTRUCTURE.
To achieve its business plan, the Company's growth is dependent upon the build
out of infrastructure required to deliver the service on a broad scale.
Establishing interviewing locations in major cities worldwide will be very cost
prohibitive for the Company at this early stage.  The Company intends to develop
relationships with strategic partners in order to build out the infrastructure
with lower cost outlay until operations provide sufficient revenues to support
opening its own locations. 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.

     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 early stage of development of the Company and lack of market experience with
a new service application, 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.

ITEM 3.  CONTROLS AND PROCEDURES

     On November 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


<PAGE>
ITEM 1.  LEGAL PROCEEDINGS.

     On March 17, 2003, Hudson Consulting Group, Inc. 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, and seeking damages of
not less than $200,000. On June 5, 2003, the Company and the purchasers of the
common stock filed an Answer, Counterclaim and Third Party Complaint against
Hudson, Axia Group, Inc. and Richard Surber, denying Hudson's allegations,
setting forth several affirmative defenses and setting forth claims for fraud,
negligent misrepresentation and violations of Utah and federal securities laws.
At the present time, the parties are discussing settlement of this litigation;
however, no such settlement has been reached.


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.


<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.


     Exhibit No.         Title of Exhibit
     ----------          ----------------
     31.1                Sec. 302 Certification  of Chief Executive Officer
     31.2                Sec. 302 Certification  of Chief Financial Officer
     32.1                Sec. 906 Certification  of Chief Executive Officer
     32.2                Sec. 906 Certification  of Chief Financial Officer


                                   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.

                                         /s/ Joe Smith
Date:  November 19, 2003                 -------------------------------
                                         Joe Smith
                                         Chief Executive Officer

Date:  November 19, 2003                 /s/ Catherine Thompson
                                         -------------------------------
                                         Catherine Thompson
                                         Chief Financial Officer


<PAGE>