UNITED
                STATES
 SECURITIES
                AND EXCHANGE COMMISSION
 Washington,
                D.C.  20549
  FORM
                10-QSB
   QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
                ACT OF 1934
 
 For
                the
                period ended September 30, 2005
 
  
 TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
                ACT OF 1934
 
 For
                the
                transition period from _____________to ____________.
 
 Commission
                file number 001-07894
 
 VINOBLE,
                INC.
 (Exact
                name of registrant as specified in its charter)
  Delaware
                      
                      95-2312900(State
                          or Other Jurisdiction
                        of
                          Incorporation or Organization)
                      
                      (I.R.S.
                          Employer Identification No.)
 23852
                            Pacific Coast Highway, #167
                        
                        90265(Address
                            of principal executive offices)
                        
                        (Zip
                            Code)
 (310)
                456-3199
 (Registrant’s
                Telephone Number, Including Area Code)
  Check
                  whether the issuer: (1) filed all the reports required to be filed
                  by Section 13
                  or 15(d) of the Exchange Act during the past 12 months (or for
                  such shorter
                  period that the registrant was required to file such reports),
                  and (2) has been
                  subject to such filing requirements for the past 90 days.
 
 Yes
                  _X_
                  No
 
 Indicate
                  by check mark whether the registrant is a shell company (as defined
                  in Rule
                  12b-2 of the Exchange Act)
 
 Yes
                  _X_
                  No
  The
                  number of outstanding shares of the issuer's common stock, $0.001
                  par value, as
                  of November 14, 2005 was 49,934,440.
 
 Transitional
                  Small Business Disclosure Format (Check one):    Yes __ No
                  _X_


VINOBLE,
          INC.
 
 INDEX




PART
              I       -
            FINANCIAL
              INFORMATION
            F-1ITEM
              1.
            FINANCIAL
              STATEMENTS
            F-1ITEM
                2.
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS OR PLAN
              OF
                OPERATION
            1ITEM
              3.
            CONTROLS
              AND PROCEDURES
            1111PART
              II     -
            OTHER
              INFORMATION




ITEM
                  1.
                LEGAL
                  PROCEEDINGS
                11ITEM
                    2.
                UNREGISTERED
                    SALES OF EQUITY SECURITIES
                  AND
                    USE OF PROCEEDS
                12ITEM
                    3.
                DEFAULTS UPON SENIOR SECURITIES
                12ITEM
                  4.
                SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
                12ITEM
                  5.
                OTHER
                  INFORMATION
                12ITEM
                  6.
                EXHIBITS
                  AND REPORTS ON FORM 8-K
                13SIGNATURES
                
                13CERTIFICATIONS






PART
                I      -
              FINANCIAL
                INFORMATIONITEM
                1.
              FINANCIAL
                STATEMENTS(a)
              Financial
                Statements
              Page---Balance Sheets (Unaudited) as of June
                30 and
                September 30, 2005
              F-1Statements
                of Operations (Unaudited) For the Quarter
              F-2Ended
                  September 30, 2004 and 2005, and from Inception (July 1, 2001)
                  toSeptember
                  30, 2005
  Statements
                    of Cash Flows (Unaudited) For the Quarter Ended
                  F-3September
                      30, 2004 and 2005, and from Inception (July 1, 2001) toSeptember
                      30, 2005
                  F-5Notes
                    to Financial Statements








Vinoble,
      Inc.


(A
      Development Stage Company)


Balance
      Sheets




June
                30,
            
            
            September
                30,2005
            
            
            2005(Unaudited)ASSETSCURRENT
                ASSETSCash
            
            $
            38
            
            $
            -Prepaid
                expenses
            
            
            396,667
            
            
            387,667Deferred
                acquisition cost
            
            
            -
            
            
            52,000Other
                assets
            
            
            384
            
            
            384Total
                Current Assets
            
            
            397,089
            
            
            440,051TOTAL
                ASSETS
            
            $
            397,089
            
            $
            440,051LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT
                LIABILITIESAccounts
                payable and accrued liabilities
            
            $
            225,952
            
            $
            206,955Accrued
                liabilities - related parties
            
            
            57,517
            
            
            61,771Bank
                overdraft
            
            
            -
            
            
            9,711Notes
                payable with accrued interest - InteractiveIdeas
                Consulting Group
            
            
            172,800
            
            
            172,800Total
                Current Liabilities
            
            
            456,269
            
            
            451,237STOCKHOLDERS’
                EQUITY (DEFICIT)Preferred
                Stock, $.001 par value, 10,000,000 shares authorizedSeries
                A Preferred Stock, committed, nil and 100 sharesissued
                and outstanding, respectively
            
            
            -
            
            
            -Series
                B Preferred Stock, committed, nil and 100 sharesissued
                and outstanding, respectively
            
            
            -
            
            
            -Common
                stock, $.001 par value, 400,000,000 sharesauthorized;
                28,770,166 and 35,831,798 shares, respectively,issued
                and outstanding
            
            
            28,780
            
            
            35,832Additional
                paid-in capital
            
            
            19,130,438
            
            
            19,777,386Stock
                subscription receivable
            
            
            (396,958
            )
            
            (321,809
            )Escrowed
                shares
            
            
            (5,000,000
            )
            
            (5,000,000
            )Treasury
                stock, 1,620 shares
            
            
            (810
            )
            
            (810
            )Accumulated
                deficit
            
            
            (13,820,630
            )
            
            (14,501,785
            )Total
                Stockholders’ Equity (Deficit)
            
            
            (59,180
            )
            
            (11,186
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
            
            $
            397,089
            
            $
            440,051





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





F-1







Vinoble,
      Inc.


(A
      Development Stage Company)


Statements
      of Operations




From
                  InceptionQuarter
                Ended
            
            (July
                1, 2001)September
                30,
            
            to
                September 30,2004
            
            
            2005
            
            
            2005(Unaudited)
            
            
            (Unaudited)
            
            
            (Unaudited)General
                and administrative expenses
            
            $
            246,086
            
            $
            681,154
            
            $
            14,385,721Loss
                from operations
            
            
            (246,086
            )
            
            (681,154
            )
            
            (14,385,721)Other
                income and expensesGain
                from extinguishmentsof
                debt
            
            
            -
            
            
            -
            
            
            83,000Gain
                from settlement oflawsuit
            
            
            90,415
            
            
            -
            
            
            90,415Interest
                expense
            
            
            (4,007
            )
            
            -
            
            
            (16,954)Net
                Loss from continuingoperations
                after other income
            
            
            (159,678
            )
            
            (681,154
            )
            
            (14,228,760)Loss
                on disposal of VisualInterviews,
                Inc., lessapplicable
                taxes
            
            
            -
            
            
            -
            
            
            (73,025)(159,678
            )
            
            (681,154
            )
            
            (14,301,785)Provision
                for loss on relatedparties
                notes receivable
            
            
            -
            
            
            -
            
            
            (200,000)Net
                Loss
            
            $
            (159,678
            )
            $
            (681,154
            )
            $
            (14,501,785)Basic
                weighted average numberof
                common sharesoutstanding
            
            
            310,438
            
            
            32,145,325Net
                Loss per common share,basic
            
            $
            (0.51
            )
            $
            (0.02
            )


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


F-2





Vinoble,
      Inc.


(A
      Development Stage Company)


Statements
      of Cash Flows


From
                InceptionQuarter
                Ended
            
            July
                1, 2001September
                30,
            
            to
                September 30,2004
            
            
            2005
            
            
            2005(Unaudited)
            
            
            (Unaudited)
            
            
            (Unaudited)CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                Loss
            
            $
            (159,678
            )
            $
            (681,154
            )
            $
            (14,501,785
            )Adjustments
                to reconcile net loss to netprovided
                by operating activitiesNon-cash
                adjustments:Effect
                of merger
            
            
            -
            
            
            -
            
            
            (27,717
            )Provision
                for loss on receivablereceived
                in merger
            
            
            -
            
            
            -
            
            
            200,000Issuance
                of stock for services
            
            
            691,155
            
            
            654,000
            
            
            8,403,337Gain
                from extinguishments of debt
            
            
            -
            
            
            -
            
            
            (83,000
            )Gain
                from settlement of lawsuit
            
            
            (90,415
            )
            
            -
            
            
            (90,415
            )Issuance
                of stock for accrued liabilities -related-parties
            
            
            -
            
            
            -
            
            
            175,034Issuance
                of stock for notes payable withaccrued
                interest
            
            
            32,168
            
            
            -
            
            
            42,371Issuance
                of stock for subscriptionreceivable
            
            
            -
            
            
            -
            
            
            13,184Issuance
                of stock for deferred cost ofacquisition
            
            
            -
            
            
            -
            
            
            5,515,613Changes
                in:Accounts
                receivable
            
            
            -
            
            
            -
            
            
            (384
            )Prepaid
                expenses
            
            
            (274,736
            )
            
            9,000
            
            
            (307,667
            )Deferred
                cost of acquisition
            
            
            (126,601
            )
            
            (52,000
            )
            
            (52,000
            )Accounts
                payable and accrued liabilities
            
            
            (14,372
            )
            
            (18,997
            )
            
            210,848Accrued
                liabilities - related parties
            
            
            (48,899
            )
            
            4,254
            
            
            61,771Accrued
                interest
            
            
            525
            
            
            -
            
            
            8,907NET
                CASH USED BY OPERATINGACTIVITIES
            
            
            9,147
            
            
            (84,898
            )
            
            (431,902
            )CASH
                FLOWS FROM FINANCING ACTIVITIESBank
                overdraft
            
            
            (14
            )
            
            9,711
            
            
            9,711Payment
                received on subscription receivable
            
            
            20,000
            
            
            75,149
            
            
            257,293Offering
                costs
            
            
            -
            
            
            -
            
            
            (3,102
            )Notes
                payable
            
            
            (29,125)
            
            
            -
            
            
            160,000Proceeds
                from sale of common stock
            
            
            -
            
            
            -
            
            
            125,000Payment
                on note payable - HudsonConsulting
                Group, Inc.
            
            
            -
            
            
            -
            
            
            (117,000
            )NET
                CASH PROVIDED BYFINANCING
                ACTIVITIES
            
            
            (9,139
            )
            
            84,860
            
            
            431,901NET
                CHANGE IN CASH
            
            
            8
            
            
            (38
            )
            
            -Cash,
                beginning of period
            
            
            -
            
            
            38
            
            
            -Cash,
                end of period
            
            $
            8
            
            $
            -
            
            $
            -Table
                continued, page F-4


F-3









Quarter
                EndedSeptember
                30,2004
            
            
            2005SUPPLEMENTAL
                SCHEDULE OF NON-
            
            
            (Unaudited)
            
            
            (Unaudited)CASH
                INVESTING ACTIVITIES:Issuance
                of common stock for services
            
            $
            318,655
            
            $
            281,333Issuance
                of common stock for prepaidservices
            
            $
            372,500
            
            $
            372,667Issuance
                of common stock for notespayable
                with accrued interest
            
            $
            32,168




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





F-4







Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Unaudited Financial Statements








1.
      ORGANIZATION AND BUSINESS





Vinoble,
      Inc. ("Vinoble" or the "Company"), a Delaware corporation, is in the development
      stage, as defined in Financial Accounting Standards Board Statement No. 7.
      The
      Company's year end is June 30.





The
      Company has been engaged in a series of transactions and restructurings designed
      to acquire assets or an existing business for acquisition or merger to provide
      long-term growth for its shareholders. The Company’s search for an operating
      business or assets for acquisition was facilitated in September 2004 by the
      consummation of a significant investment in the Company by a strategic partner,
      GarcyCo Capital Corp. ("GCCC"). ( *See
      Note 8. Subscription Receivables).*





The
      Company effected a 1 for 500 reverse stock split to all shareholders of record
      as of October 15, 2004. The reverse stock split was designed to facilitate
      the
      Company’s acquisition strategy. Concurrently, the Company changed its name from
      Ohana Enterprises, Inc. to Vinoble, Inc. Both the name change and the reverse
      split became effective on November 19, 2004. All share numbers and values have
      been retroactively restated for purposes of comparison.





In
      furtherance of its acquisition strategy,
      in December 2004, the Company entered into an Agreement and Plan of
      Reorganization (the "Agreement") with GCCC. The Agreement provides that Vinoble
      will acquire from GCCC certain property and businesses and in consideration,
      GCCC shall receive 12,500,000 shares of Vinoble's common stock which will be
      used for the purposes of acquiring other businesses and assets as identified
      by
      GCCC and Vinoble. ( *See
      Note 7. Escrowed Shares).* Additionally, the Company has committed to issue to GCCC 100 shares of
      the Company’s Series A Convertible Preferred Stock and 100 shares of Series B
      Preferred Stock. The Series A Convertible Preferred Stock is convertible into
      50.1% of Vinoble's common stock at the time of conversion, which is determined
      at the sole discretion of GCCC. The Series A Convertible Preferred Stock has
      one
      vote per share. The Series B Convertible Preferred Stock is convertible into
      shares of common stock at a ratio of 1 for 1, and the time of conversion shall
      be determined at the sole discretion of GCCC. Each share of Series B Convertible
      Preferred Stock is entitled to 1,000,000 votes until such shares are converted
      into common stock. To date, neither the Series A Convertible Preferred Stock
      nor
      the Series B Convertible Preferred Stock has been issued, however, the Company
      anticipates the issuance of the Series A and Series B Convertible Preferred
      Stock in the immediate future. ( *See
      Note 6. Convertible Preferred Stock, Committed).*




The
      Company executed a Purchase Agreement (the "Hazard Agreement") with Overseas
      Investment Banking Alliance, S.A., a Panamanian corporation ("Overseas"), on
      October 10, 2005, for the purchase of Overseas’ 98% interest in the Hazard Lake
      Property in Ontario, Canada. The Hazard Agreement calls for an aggregate
      purchase price of $397,000, of which $197,000 is to be paid in cash (of which
      $67,000 has been prepaid), with the balance represented by a note for $130,000,
      payable in annual installments as follows: $25,000 on March 15, 2006, $30,000
      on
      March 15, 2007, $35,000 on March 15, 2008, and $40,000 on March 15, 2009.
      Additionally the Company has issued 2,000,000 shares of common shares to
      Overseas, valued at $200,000. These shares were delivered from the 12,500,000
      shares issued to GCCC pursuant to the terms of the Agreement.




The
      Hazard Lake Property lies within the Archean Birch-Uchi Greenstone Belt of
      the
      western Uchi Subprovince of NW Ontario, in an area known as the Red Lake Mining
      District. The Red Lake district is a well known mining camp based on Archean
      greenstone rocks which contains Placer Dome's old Campbell mine and Goldcorp's
      Red Lake mine which is described as the lowest cost, highest grade mine in
      the
      world. The property consists of 3 unpatented claims, all of which are in good
      standing, with an aggregate area of approximately 355 hectares.


F-5







Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Unaudited Financial Statements








1.
      ORGANIZATION AND BUSINESS (Continued from F-5)





The
      Company and GCCC are currently reviewing a proposal for an exploration program
      which would be aimed at confirming the presence of the gold mineralization
      previously intersected at the Northgate Occurrence, determining the shape and
      orientation of the gold-mineralized zones, and extending knowledge of
      the
      known mineralization, both along strike and at depth. Due to the weather in
      the
      region, the primary season for exploration is between June and October.




On
      November 15, 2005, the Company executed a Letter Agreement with Sterling Grant
      Capital Inc. (formerly Sun Oil and Gas Corp.) to purchase a minority interest
      in
      an oil prospect property. *(See
      Note 9.*  *Subsequent
      Events).* The
 property is the Clovelly Prospect which is located in southeast Louisiana
      in the Lafourche Parish. The property is scheduled to go into production in
      December 2005. The Company sees this transaction as an opportunity to enter
      into
      the oil and gas sector at a reasonable cost . Moreover, this opportunity will
      allow Vinoble to participate in a venture that will not only provide the Company
      an ability to test and demonstrate Radio Frequency Identification (“RFID”) and
      Global Positioning System (“GPS”) applications, but may also offer potential
      returns.





The
      Company anticipates the need for the convergence and use of RFID, GPS and other
      technologies such as biometrics as a solution for safeguarding physical and
      human assets. RFID and GPS technologies may be valuable tools that may offer
      protection of our country's natural resources and commodities against threat.
      Preservation of these materials and fuels is important to the safety of U.S.
      industry and economy . With
      the
      acquisitions of the Hazard Lake and Clovelly Prospect properties, the Company
      may be in a position to capitalize on the strengths of the current gold mining
      market and the oil and gas market. Additionally, both properties may serve
      as
      testing grounds for RFID and GPS applications.





On
      December 29, 2004, Vinoble entered into non-binding agreements for the
      acquisitions of 100% of the assets of 21 st Sentry
      Monitoring Systems, Inc. ("Sentry"), Inc. and 100% of the assets of MSI.
      Although management discussions are ongoing, no definitive agreements have
      been
      made as of the date of this filing. Vinoble is exploring other relationship
      structures with Sentry and MSI as an alternate path toward acquisition. Vinoble
      intends to continue to seek and identify opportunities that will enhance the
      Company's strategy.




F-6







Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Unaudited Financial Statements





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





Consummation
      of any acquisition is dependent on several factors, including but not limited
      to
      the satisfactory completion of due diligence, and the negotiation of definitive
      acquisition agreements. There can
      be no
      assurance that the results of the due diligence will be satisfactory or that
      the
      acquisitions will be consummated,
      or that if consummated, the businesses will be successfully integrated into
      the
      Company's operations. In the event that the acquisitions do not materialize,
      the
      Company will continue to seek other opportunities. The Company does not plan
      to
      limit its options to any particular industry, but will evaluate each opportunity
      on its merits.





2.
      BASIS
      OF PRESENTATION





The
      accompanying unaudited financial statements have been derived from the accounts
      of Vinoble, Inc. The financial statements have been prepared in accordance
      with
      generally accepted accounting principles for interim financial information
      and
      in accordance with the instructions for Form 10-QSB. Accordingly, they do not
      include all of the information and footnotes required by accounting principles
      generally accepted in the United States.





In
      the
      opinion of management, the unaudited interim financial statements for
      the quarterly period ended September 30, 2005, are presented on a basis
      consistent with the audited financial statements and reflect
      all adjustments, consisting only of normal recurring accruals, necessary for
      fair presentation of the results of such period. The results for the quarter
      ended September 30, 2005 are not necessarily indicative of the results of
      operations for the full year ending June 30, 2006. These unaudited financial
      statements should be read in conjunction with the audited financial statements
      and notes thereto included in the Company's Annual Report on Form 10-KSB for
      the
      year ended June 30, 2005.





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








3.
      DEFERRED COST OF ACQUISITION





As
      of
      September 30, 2005, the Company has accumulated $52,000 in acquisition costs.
      The amount is part of the $67,000 non-refundable cash deposit to be paid
      pursuant to the terms of the purchase agreement for the acquisition of the
      Hazard Lake Property. The purchase agreement was executed on October 10, 2005.





4.
      RELATED PARTY PAYABLES





As
      of
      September 30, 2005, the Company owes a total of $61,771 to management and
      consultants as reimbursement for expenses incurred during the development phase
      of operations. Included in this amount is $10,000 owed to Isaac Simmons and
      Kathyrn A. Christmann, parents of Catherine Thompson, as reimbursement for
      legal
      fees paid in the litigation against Hudson Consulting Group, Inc. and $24,473
      owed to Joseph Lively, the Company's Former Chief Executive Officer, for his
      compensation for the period of March - May 13, 2005, the date of termination
      of
      his employment.





Additionally,
      Vinoble agreed to reimburse Ms. Thompson and Mr. Lively for out of pocket
      expenses incurred on behalf of Vinoble. Currently, the Company owes in aggregate
      $ 37,299, including $24,304 to Ms. Thompson and $2,995 to Mr. Lively for out
      of
      pocket expenses incurred on behalf of the Company.




F-7







Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Unaudited Financial Statements











5.
      NOTE PAYABLE - INTERACTIVE IDEAS CONSULTING GROUP





On
      April
      1, 2004 the Company consummated the acquisition of 100% of RestauranTech from
      Interactive Ideas Consulting Group ("IICG"). Subsequent to the closing of the
      acquisition, certain differences in strategic direction for the organization
      and
      other issues arose which caused the Company and IICG to seek to rescind the
      transaction. On May 27, 2004, the parties mutually rescinded the Company's
      acquisition of RestauranTech.





The
      Rescission Agreement requires the Company to clear certain outstanding balances
      and reimburse certain expenses of IICG incurred in connection with the
      acquisition. This obligation is evidenced by a Convertible Promissory Note
      in
      the principal amount of $160,000 (the "Note"). The Note bears interest at the
      rate of 8% per annum and is due and payable in full on or before May 26, 2005.
      The Note requires that certain installment payments be made to IICG contingent
      upon the receipt of certain funding levels by the Company. If the Company
      receives $100,000 - $250,000 in funding during the term of the Note, the Company
      is required to pay 20% of those funds toward the amounts owing on the Note.
      If
      the Company receives $250,001 - $500,000 during the term of the Note, the
      Company is required to pay 25% of those funds toward the amounts owing on the
      Note. If the Company receives funding in an amount greater than $500,000,
      it is required to pay the full amount of principal and interest owing on the
      Note. The Note is convertible into the Company's common stock after January
      2,
      2005, at a conversion price equal to the closing bid price for the Company's
      common stock on the date prior to the date of notice of conversion. Conversion
      is automatic at maturity if IICG does not request conversion earlier and if
      there is no event of default. The shares would be issued as restricted common
      stock but would have piggy-back registration rights.





The
      Company believes that there is a sufficient basis on which to dispute the
      amounts of principal and interest of the Note. As such, the Company has accrued
      interest through the maturity date, May 26, 2005, in the amount of $12,800;
      no
      amounts for interest have been accrued beyond that date. As of the date of
      this
      filing the Company has not converted the Note and IICG has not requested a
      conversion.







6.
      CONVERTIBLE PREFERRED STOCK, COMMITTED





The
      Company has entered into an Agreement and Plan of Reorganization ("Agreement")
      with GCCC which will facilitate the Company's acquisition plan. The Agreement
      provides that Vinoble will acquire from GCCC certain property and businesses
      and
      in consideration, GCCC shall receive 12,500,000 shares of Vinoble's
      common stock which will be used for the purposes of acquiring other businesses
      and assets as identified by GCCC and Vinoble. GCCC shall have two years to
      meet
      all of the obligations under the Agreement. Should GCCC fail to meet any or
      all
      of its commitments, then GCCC shall be required to forfeit the pro-rata balance
      of the 12,500,000 shares of Common stock issued by Vinoble. Additionally, GCCC
      is to be issued 100 shares of non-revocable, Vinoble Series A Convertible
      Preferred Stock and 100 shares of non-revocable, Vinoble Series B Preferred
      Stock.





F-8







Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Financial Statements










6.
      CONVERTIBLE PREFERRED STOCK, COMMITTED (Continued from F-8)





The
      Company has 10,000,000 shares of $.001 par value Preferred Stock authorized.
      Pursuant to the Agreement with GCCC, the Company has committed to the issuance
      of 100 shares of non-revocable, Series A Convertible Preferred Stock ("Series
      A") and 100 shares of non-revocable, Series B Convertible Preferred Stock
      ("Series B") as of February 11, 2005 as cost of inducement for GCCC to sell
      certain assets and businesses to the Company. The Series A shall convert into
      50.1% of Vinoble's Common stock at time of conversion. Time of conversion shall
      be determined at the sole discretion of the shareholder of record. The Series
      A
      shall have one vote per share until said shares are retired at time of
      conversion. The Series B shall convert into Common Stock at a ratio of 1 for
      1.
      Time of conversion shall be determined at the sole discretion of the shareholder
      of record. Each share of Series B shall be entitled to 1,000,000 votes until
      such shares are converted into Common Stock.  The Certificates of
      Determination for the Series A and Series B are being prepared and will be
      filed
      with the State of Delaware. As of the date of this filing it is uncertain as
      to
      whether all of the obligations under the Agreement will be fulfilled. *(See
      Note 9. Subsequent Events).*




Both
      the
      Series A and Series B issuances are valued as if converted on the effective
      date
      of the Agreement, February 11, 2005. On that date the Company had 17,405,000
      shares of common stock issued and outstanding, valued at $5,493,563. Conversion
      of the Series A to equate to 50.1% of the total issued and outstanding Common
      stock would require the issuance of 17,474,760 shares for a total of 34,879,760
      shares of Common stock issued and outstanding. The value of the 17,464,760
      shares at the average price per share of $.32 on February 11, 2005, is
      $5,515,581. Similarly, the 100 shares of Series B converts 1 for 1 to 100 shares
      of Common stock valued at $32. The par value of the Preferred stock for each
      Series A and Series B is $.001 and, therefore, for 100 shares, the value is
      negligible for purposes of financial statement presentation. The balances of
      $5,515,581 and $32 are included in Additional paid-in capital.






7.
      ESCROWED SHARES




In
      accordance with the Agreement, the Company issued 12,500,000 shares of Common
      stock in the name of GCCC for the purposes of acquiring businesses and assets
      as
      identified by GCCC and the Company. GCCC shall have two years to meet all of
      the
      obligations under the Agreement. Should GCCC fail to meet any or all of its
      commitments, then GCCC shall be required to forfeit the pro-rata balance of
      the
      12,500,000 shares of Common stock issued by the Company. The shares were valued
      at $.40 for an aggregate value of $5,000,000 and are held in escrow to be paid
      out as required to execute the acquisitions. *(See
      Note 9. Subsequent Events).*





8.
      SUBSCRIPTION RECEIVABLES





On
      September 14, 2004, the Company executed a Stock Purchase Agreement (the "SPA")
      with GCCC. The SPA calls for the issuance by the Company of an aggregate of
      400,000 shares of common stock, post-split, to GCCC in consideration of the
      payment of $500,000 in cash. The Company is to receive the funds in $50,000
      increments each quarter, beginning October 15, 2004. The 400,000 shares were
      to
      be held in escrow by the Company and delivered on a pro-rata basis within 10
      days of receipt of each installment. All shares are restricted within the
      meaning of Rule 144 under the Securities Act and must be held
      indefinitely




F-9







Vinoble,
      Inc.


(A
      Development Stage Company)


Notes
      to
      Financial Statements







8.
      SUBSCRIPTION RECEIVABLES (Continued from F-9)





unless
      subsequently registered or qualified for exemption. The SPA includes a provision
      that the purchase price per share, and therefore the number of shares to be
      delivered at the time of each installment payment, will be calculated for each
      installment at the lesser of: (a) $1.25 or (b) a 37.5% discount to the 10-day
      trailing closing price of the Company's common stock at the time of each
      payment. As of December 31, 2004, the Company had received $50,000 of the first
      installment due on October 15, 2004 and $3,800 to be applied to the next
      installment of $50,000 due on March 31, 2005. The March 31 st installment was delinquent and was completed on June 3, 2005. The June
      30 th installment was also delinquent and was completed on September 1, 2005. In
      aggregate, as of September 30, 2005, the Company has received $178,191 at an
      average price of $.10 per share causing the delivery of the 442,226 shares
      issued, including the 400,000 shares originally issued and the 42,226 shares
      that were issued to restore the value of the escrow account per the SPA on
      December 14, 2004. Furthermore, in accordance with the terms of the SPA, the
      Company owed GCCC a balance of 1,423,101 shares of Company common stock for
      the
      investments received. ( *See
      Note 9. Subsequent Events).*








9.
      SUBSEQUENT EVENTS





At
      September 30, 2005, the Company had received $28,191 of the $50,000 installment
      due from the GCCC Stock Purchase Agreement (“SPA”), and received the balance on
      October 3, 2005. To date, the Company has received an aggregate of $216,905
      in
      financing from the SPA to date and has delivered 2,633,352 shares of common
      stock as calculated at a 37.5% discount to the 10-day trailing closing price
      of
      the Company's common stock at the time of each payment per the terms of the
      SPA. The balance of $33,095 remains due on the December 31 st installment. On October 7, 2005, the Company issued 3,271,536 restricted shares
      at $ .09 per share to restore the equity of the escrow account to $ 294,438.





In
      the
      period from September 30, 2005 to November 14, 2005, the Company issued
      14,102,642shares of common stock for services and for the SPA with GCCC.




On
      October 10, 2005, the Company executed a Purchase Agreement (the "Hazard
      Agreement") with Overseas Investment Banking Alliance, S.A., a Panamanian
      corporation ("Overseas"), for the purchase of Overseas' 98% interest in the
      Hazard Lake Property in Ontario, Canada.  The Hazard Agreement calls
      for an aggregate purchase price of $397,000, of which $197,000 is to be paid
      in
      cash (of which $67,000 has been prepaid), with the balance represented by a
      note
      for $130,000, payable in annual installments as follows: $25,000 on March 15,
      2006, $30,000 on March 15, 2007, $35,000 on March 15, 2008, and
      $40,000 on March 15, 2009.  Additionally the Company has issued 2,000,000
      shares of common shares to Overseas, valued at $200,000. These shares were
      delivered from the 12,500,000 shares issued to GCCC pursuant to the terms of
      the
      Agreement.




On
      November 15, 2005, the Company executed a Letter
      Agreement (the “Letter Agreement”) with Sterling Grant Capital Inc. (formerly
      Sun Oil and Gas Corp.) to purchase a 5% minority interest in an
      oil prospect property. The property is the Clovelly Prospect which is
      located in southeast Louisiana in the Lafourche Parish. The Letter Agreement
      calls for an aggregate purchase price of $115,000, of which $15,000 is to be
      paid in cash and the balance of $100,000 is to be paid with the issuance of
      2,000,000 shares of registered common stock. The deposit of $15,000 is to be
      paid by December 2, 2005 and is not refundable except in the event of
      significant title defects.  Per
      the
      terms of the Letter Agreement, the transfer and sale is subject to the approval
      by the operator for the property.





F-10







ITEM
      2.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.





THIS
      REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E
      OF
      THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING, WITHOUT LIMITATION, STATEMENTS
      REGARDING THE COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE STRATEGIES
      THAT ARE SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS", "BELIEVES",
      OR SIMILAR LANGUAGE. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS,
      UNCERTAINTIES AND OTHER FACTORS. ALL FORWARD- -LOOKING STATEMENTS INCLUDED
      IN
      THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO THE COMPANY ON THE DATE
      HEREOF AND SPEAK ONLY AS OF THE DATE HEREOF. THE FACTORS DISCUSSED BELOW UNDER
      "FORWARD-LOOKING STATEMENTS" AND ELSEWHERE IN THIS QUARTERLY REPORT ON FORM
      10-QSB AND IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
      JUNE
      30, 2005, ARE AMONG THOSE FACTORS THAT IN SOME CASES HAVE AFFECTED THE COMPANY'S RESULTS
      AND COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED
      IN
      THE FORWARD-LOOKING STATEMENTS.





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





PLAN
      OF
      OPERATION





BACKGROUND





The
      Company emerged from bankruptcy in 1999 as Erly Industries, Inc. For the past
      seven years, the Company has been engaged in a series of transactions and
      restructurings designed to acquire assets or an existing business.





The
      Company’s search for an operating business or assets for acquisition. was
      facilitated in September 2004 by the consummation of a significant investment
      in
      the Company by a strategic partner. On September 14, 2004, the Company executed
      a Stock Purchase Agreement (the "SPA") with GarcyCo Capital Corp. ("GCCC").
      The
      SPA calls for the issuance by the Company of an aggregate of 400,000 shares
      of
      common stock to GCCC in consideration of the payment of $500,000 in cash. The
      Company is to receive the funds in $50,000 increments each quarter, beginning
      October 15, 2004. At September 14, 2004, the 400,000 shares issued to GCCC
      equaled approximately 56.7% of the Company’s issued and outstanding common
      stock. All shares are restricted within the meaning of Rule 144 under the
      Securities Act and must be held indefinitely unless subsequently registered
      or
      qualified for exemption. The SPA includes a provision that the purchase price
      per share, and therefore the number of shares to be delivered at the time of
      each installment payment, will be calculated for each installment at the lesser
      of: (a) $1.25 or (b) a 37.5% discount to the 10 day trailing closing price
      of
      the Company's common stock at the time of each payment. Therefore, it was
      conteplated that the Company might have to issue additional shares of
      common stock to meet its contractual commitment to GCCC.





As
      part
      of the consideration for the SPA, GCCC was given the right to elect one Board
      member and agreed to retain Catherine Thompson and Michael Avatar on the Board
      of Directors and as consultants through December 31, 2007. To date, GCCC has
      not
      elected a representative to the Board of Directors of Vinoble.





As
      of
      October 10, 2005, the Company had received an aggregate of $205,562 from GCCC
      for the issuance to GCCC of an aggregate of 2,357,857 shares of common stock
      (including an additional 1,957,857 shares issued pursuant to the price
      calculation terms of the SPA). In addition, the Company issued 3,271,536
      additional common shares, at a value of $0.09 per share, to restore the equity
      of the escrow account to $294,438. As of the date of this filing, GCCC is
      current with its payments under the SPA. The Company has received $216,905
      in
      aggregate from GCCC with a balance of $33,095 to be paid by December 31, 2005.




1





The
      Company effected a 1 for 500 reverse stock split to all shareholders of record
      as of October 15, 2004. The reverse stock split was designed to facilitate
      the
      Company’s acquisition strategy.





In
      furtherance of its acquisition
      strategy, in December 2004, the Company entered into an Agreement and Plan
      of
      Reorganization (the "Agreement") with GCCC. The Agreement provides that Vinoble
      will acquire from GCCC certain property and businesses and in consideration,
      GCCC shall receive 12,500,000 shares of Vinoble's common stock which will be
      used for the purposes of acquiring other businesses and assets as identified
      by
      GCCC and Vinoble. GCCC shall have two years to meet all of the obligations
      under
      the Agreement. Should GCCC fail to meet any or all of its commitments, then
      GCCC
      shall be required to forfeit the pro-rata balance of the 12,500,000 shares.
      Additionally, the Company has committed to issue to GCCC 100 shares of
      the Company’s Series A Convertible Preferred Stock and 100 shares of Series B
      Preferred Stock. The Series A Convertible Preferred Stock is convertible into
      50.1% of Vinoble's common stock at the time of conversion, which is determined
      at the sole discretion of GCCC. The Series A Convertible Preferred Stock has
      one
      vote per share. The Series B Convertible Preferred Stock is convertible into
      shares of common stock at a ratio of 1 for 1, and the time of conversion shall
      be determined at the sole discretion of GCCC. Each share of Series B Convertible
      Preferred Stock is entitled to 1,000,000 votes until such shares are converted
      into common stock. To date, neither the Series A Convertible Preferred Stock
      nor
      the Series B Convertible Preferred Stock has been issued, however, the
      Certificates of Determination are being prepared and will be filed with the
      State of Delaware in the immediate future.




On
      October 10, 2005, the Company executed a Purchase Agreement (the "Hazard
      Agreement") with Overseas Investment Banking Alliance, S.A., a Panamanian
      corporation ("Overseas"), for the purchase of Overseas’ 98% interest in the
      Hazard Lake Property in Ontario, Canada. The Hazard Agreement calls for an
      aggregate purchase price of $397,000, of which $197,000 is to be paid in cash
      (of which $67,000 has been prepaid), with the balance represented by a note
      for
      $130,000, payable in annual installments as follows: $25,000 on March 15, 2006,
      $30,000 on March 15, 2007, $35,000 on March 15, 2008, and $40,000 on March
      15,
      2009. Additionally the Company has issued 2,000,000 shares of common shares
      to
      Overseas, valued at $200,000. These shares were delivered from the 12,500,000
      shares issued to GCCC pursuant to the terms of the Agreement.




The
      Hazard Lake Property lies within the Archean Birch-Uchi Greenstone Belt of
      the
      western Uchi Subprovince of NW Ontario, in an area known as the Red Lake Mining
      District. The Red Lake district is a well known mining camp based on Archean
      greenstone rocks which contains Placer Dome's old Campbell mine and Goldcorp's
      Red Lake mine which is described as the lowest cost, highest grade mine in
      the
      world. The property consists of 3 unpatented claims, all of which are in good
      standing, with an aggregate area of approximately 355 hectares.





The
      most
      significant mineralization discovered on the Hazard Lake property to date is
      at
      the Northgate and Milberry occurrences. Records at the Red Lake Resident
      Geologist Office of the Ontario Ministry of Northern Development and Mines
      indicate activity on the property dating to 1937. The Northgate Occurrence
      was
      discovered in 1959. It tested with one hole intersecting 0.4 ounces per ton
      Au
      over 3.3 feet at 500 feet deep. At the time, the resource was calculated to
      be
      64,600 tons grading 0.28 ounces gold per ton (g/t). This resource constitutes
      a
“historical resource” in the context of N.I. 43-101. Those claims were then
      taken to lease. The mineralization at the Milberry Occurrence is believed to
      be
      the extension of the Hill-Sloan-Tivy vein north of the property. In 1969,
      mapping with a ground magnetic survey traced the vein for a length of 228
      meters. Drilling on the Milberry Occurrence has returned assays up to 107.31
      g/t
      Au over 0.91 meters, 151.54 g/t over 0.67 meters, 81.94 g/t over .76 meters,
      and
      44.29 g/t Au over .91 meters. In 1981 and 1982, geological mapping and surveys
      were conducted using magnetics and VLF-EM; soil/humus sampling was also
      performed. There has been no further activity on the property recorded since
      1982.





The
      Company and GCCC are currently reviewing a proposal for an exploration program
      which would be aimed at confirming the presence of the gold mineralization
      previously intersected at the Northgate Occurrence, determining the shape and
      orientation of the gold-mineralized zones, and extending knowledge of the known
      mineralization, both along strike and at depth. Due to the weather, the primary
      season for exploration is between June and October.




2


On
      November 15, 2005, the Company executed a Letter Agreement (the “Letter
      Agreement”) with Sterling Grant Capital Inc. (formerly Sun Oil and Gas Corp.) to
      purchase a 5% minority interest in an oil prospect property. The property
      is the Clovelly Prospect which is located in southeast Louisiana in the
      Lafourche Parish. The Letter Agreement calls for an aggregate purchase price
      of
      $115,000, of which $15,000 is to be paid in cash and the balance of $100,000
      is
      to be paid with the issuance of 2,000,000 shares of registered common stock.
      The
      deposit of $15,000 is to be paid by December 2, 2005 and is not refundable
      except in the event of significant title defects.  Per
      the
      terms of the Letter Agreement, the transfer and sale is subject to the approval
      by the operator for the property.




The
      Clovelly Prospect is a late piercement salt dome that traps hydrocarbon from
      late to middle Miocene time. Since its discovery, the field has produced in
      excess of 30 MMBO (million barrels of oil) and 200 BCFG (billion cubic feet
      of
      gas). Reservoirs typically exhibit moderate water drives and benefit from water
      and/or gas injection. The eastern flank of the field has been redeveloped with
      additional drilling and water injection. The property is scheduled to go into
      production in December 2005. The Company sees this transaction as an opportunity
      to enter into the Oil and Gas Sector at a cost that is approachable. Moreover,
      this opportunity will allow Vinoble to participate in a venture that will not
      only provide the Company an ability to test and demonstrate Radio Frequency
      Identification (“RFID”) and Global Positioning Systems (“GPS”) applications, but
      may also offer potential profitable returns.





With
      the
      acquisitions of these properties, the Company is in position to capitalize
      on
      the strengths of the current gold mining market and the oil and gas market.
      While oil prices remain high and gold has achieved an 18 year peak at over
      $485
      per ounce, these are two strong markets where demand is high and additional
      supply is necessary to satisfy the demand. Additionally, both properties may
      serve as testing grounds for RFID and GPS applications.  The
      Company anticipates the need for the convergence and use of RFID, satellite
      communications such as GPS  and
      other
      technologies such as biometrics as a solution for safeguarding physical and
      human assets. RFID and GPS technologies may be valuable tools that may offer
      protection of our country's natural resources and commodities against threat.
      Preservation of these materials and fuels is important to the safety of U.S.
      industry and economy .





On
      December 29, 2004, Vinoble entered into non-binding agreements for the
      acquisitions of 100% of the assets of 21 st Sentry
      Monitoring Systems, Inc. ("Sentry"), Inc. and 100% of the assets of MSI.
      Although management discussions are ongoing, no definitive agreements have
      been
      made as of the date of this filing. Vinoble is exploring other relationship
      structures with Sentry and MSI as an alternate path toward acquisition. Vinoble
      intends to continue to seek and identify opportunities that will enhance the
      Company's strategy.





Consummation
      of any acquisition is dependent on several factors, including but not limited
      to
      the satisfactory completion of due diligence, and the negotiation of definitive
      acquisition agreements. There can be no assurance that the results of the due
      diligence will be satisfactory or that the acquisitions will be consummated,
      or
      that if consummated, the businesses will be successfully integrated into the
      Company's operations. In the event that the acquisitions do not materialize,
      the
      Company will continue to seek other opportunities. The Company does not plan
      to
      limit its options to any particular industry, but will evaluate each opportunity
      on its merits.








RESULTS
      OF OPERATIONS





The
      Quarter Ended
      September 30, 2005 Compared To The Quarter Ended September 30, 2004




Revenues.
      The Company did
      not generate any revenue in the quarterly periods ended September 30, 2005
      and
      2004. Since the cessation of all activities of Visual Interviews, the Company’s
      wholly-owned subsidiary (“VI”) in October 2003 due to the lack of operating
      capital, the Company's focus has been on the evaluation and selection of an
      existing business to effect a merger or acquisition. At June 30, 2004, the
      Company discontinued VI's operations and recognized a loss, less applicable
      taxes, of $73,025. The Company has been in the developmental stage since July
      2001.





General
      and
      Administrative Expenses. The Company incurred $681,154 in general and
      administrative expenses for the quarter ended September 30, 2005, compared
      to
      $246,086 for the quarter ended September 30, 2004. The increases in 2005 were
      due primarily to expenses incurred to facilitate the growth of Vinoble through
      acquisition and fundraising efforts.





3


Included
      in general and
      administrative expense for the quarter ended September 30, 2005 was $281,333
      of
      expense related to the issuance of an aggregate of 2,984,965 shares of common
      stock to consultants in lieu of cash compensation. In addition, $396,667 of
      expense was related to the issuance of 3,966,667 shares, for prepaid consulting
      expenses. At September 30, 2005, the Company had no cash. Consultants receiving
      stock agreed to receive these securities, in lieu of cash, for payment of
      services rendered.





Sales
      and Marketing
      Expenses. The Company has incurred no sales and marketing expenses since the
      date of inception as it has been a development stage company.




Gain
      from Settlement of
      Lawsuit. In the quarter ended September 30, 2004, the Company settled litigation
      with Gerard Nolan, its former Chief Executive Officer, in which Mr. Nolan
      assigned to the Company all rights and ownership in 1,620 shares of the
      Company's common stock. The settlement and assignment resulted in a gain of
      $90,415. No such gain was recognized in the quarter ended September 30,
      2005.





Interest
      Expense. The
      Company recognized no interest expense in the quarter ended September 30, 2005,
      compared to $4,007 in the quarter ended September 30, 2004, representing
      interest on borrowings during the period.




Net
      Loss. As a result of
      the foregoing factors, the Company's net loss increased to $681,154 for the
      quarter ended September 30, 2005, compared to a net loss of $159,678 for the
      quarter ended September 30, 2004. The net loss per share was $0.02 for the
      quarterly period ended September 30, 2005, compared to a net loss per shares
      of
      $.51 for the quarterly period ended September 30, 2004.








LIQUIDITY
      AND CAPITAL RESOURCES





The
      Company has an
      immediate need for capital. At September 30, 2005, the Company had no cash
      or
      cash equivalents and virtually no cash or cash equivalents at June 30, 2005.
      The
      Company used $84,898 in net cash for operating activities during the quarter
      ended September 30, 2005, compared with $9,147 in net cash provided by operating
      activities during the quarter ended September 30, 2004. The cash used by
      operating activities during the quarter ended September 30, 2005 was largely
      due
      to non-cash gains of $654,000 reflecting the issuance of stock for services
      and
      prepaid services offset by other changes affecting net cash used by operating
      activities at September 30, 2005. These other changes included a decrease in
      accrued liabilities of $18,997 and an increase of $52,000 in deferred cost
      of
      acquisition offset by a decrease in prepaid expenses of $9,000, and an increase
      in accrued liabilities - related parties of $4,254. The cash provided by
      operating activities during the quarter ended September 30, 2004 was largely
      due
      to non-cash gains of $691,155 reflecting the issuance of stock for services
      and
      prepaid services and $32,168 from the issuance of stock for a note payable
      (including accrued interest) and accrued
      interest of $ 525. These gains were offset by non-cash adjustments
      of $90,415 from the return of stock to treasury as a result of a settlement
      with
      the Company's former chief executive officer and from the write-off of the
      balance owed for a related party payable in the amount of $415. Other changes
      affecting cash for the quarter ended September 30, 2004 include increases in
      prepaid expenses of $274,736 and in deferred cost of acquisition of $126,601
      and
      decreases in accounts payable and accrued liabilities of $14,372 and in accrued
      liabilities - related parties of $48,899.





The
      Company did not
      utilize cash for investing activities during either of the quarters ended
      September 30, 2005 or 2004. Financing activities provided $84,860 of cash during
      the quarter ended September 30, 2005, consisting primarily of $75,149 in
      proceeds from the subscription receivable to GCCC and a bank overdraft of
      $9,711. During the quarter ended September 30, 2004, financing activities cost
      the Company $9,139 in cash, resulting from proceeds of $20,000 received on
      the
      subscription receivable to GCCC offset by payment on a note payable of $29,125.




4





The
      Company has not had
      any revenues to date, and has experienced operating losses since inception
      primarily caused by its continued development and administrative costs. As
      shown
      in the accompanying financial statements, the Company incurred a net loss of
      $681,154 for the quarter ended September 30, 2005. Since inception, the Company
      has incurred a net loss of $14,501,785 . Primarily as a result of these recurring losses, Vinoble's independent certified
      public accountants modified their report on the June 30, 2005 financial
      statements to include an uncertainty paragraph wherein they expressed
      substantial doubt about the Company's ability to continue as a going concern.
      Management of the Company is actively seeking additional capital; however,
      there
      can be no assurance that such financing will be available on terms favorable
      to
      the Company, or at all. The financial statements do not include any adjustments
      that might be necessary if the Company is unable to continue as a going concern.
      Continuation of the Company
      as a going concern is dependent on the Company continuing to raise capital,
      developing significant revenues and ultimately attaining profitable
      operations.





On
      May 27, 2004, the
      Company and IICG mutually rescinded the acquisition of RestauranTech. The
      Rescission Agreement required the Company to clear certain outstanding balances
      and reimburse certain expenses of IICG incurred in connection with the
      acquisition. This obligation is evidenced by a Convertible Promissory Note
      in
      the principal amount of $160,000 (the "Note"). The Note bears interest at the
      rate of 8% per annum and is due and payable in full on or before May 26, 2005.
      The Note requires that certain installment payments be made to IICG contingent
      upon the receipt of certain funding levels by the Company. If the Company
      receives $100,000 - $250,000 in funding during the term of the Note, the Company
      is required to pay 20% of those funds toward the amounts owing on the Note.
      If
      the Company receives $250,001 - $500,000 during the term of the Note, the
      Company is required to pay 25% of those funds toward the amounts owing on the
      Note. If the Company receives funding of an amount greater than $500,000, it
      is
      required to pay the full amount of principal and interest owing on the Note.
      The
      Note is convertible into the Company's common stock after January 2, 2005,
      at a
      conversion price equal to the closing bid price for the Company's common stock
      on the date prior to the date of notice of conversion. Conversion is automatic
      at maturity if IICG does not request conversion earlier and if there is no
      event
      of default. The shares would be issued as restricted common stock but would
      have
      piggy-back registration rights. However, the Company believes that there is
      a
      sufficient basis on which to dispute the amounts of principal and interest
      of
      the Note. As of the date of this filing the Company has not converted the Note
      and IICG has not requested a conversion.





On
      September 14, 2004, the Company executed the SPA with GCCC. The SPA calls for
      the issuance by the Company of an aggregate of 400,000 shares of common stock
      to
      GCCC in consideration of the payment of $500,000 in cash. The Company is to
      receive the funds in $50,000 increments beginning October 15, 2004 and
      continuing each calendar qontuarter from and after March 15, 2005. The 400,000
      shares will be held in escrow by the Company and delivered on a pro-rata basis
      within 10 days of receipt of each installment. All shares are restricted within
      the meaning of Rule 144 under the Securities Act and must be held indefinitely
      unless subsequently registered or qualified for exemption. The SPA includes
      a
      provision that the purchase price per share, and therefore the number of shares
      to be delivered at the time of each installment payment, will be calculated
      for
      each installment at the lesser of: (a) $1.25 on a post-split basis or (b) a
      37.5% discount to the 10 day trailing closing price of the Company's common
      stock at the time of each payment. As part of the consideration for the SPA,
      GCCC has the right to elect one Board Member and agreed to retain Catherine
      Thompson and Michael Avatar on the Board of Directors and as consultants through
      December 31, 2007. Currently, GCCC has not elected a Board Member as its
      representative on Vinoble’s Board of Directors. At September 14, 2004, the
      Company had an aggregate of 305,108 shares of common stock outstanding on a
      fully-diluted basis, post-split. Based on the price of the Company's common
      stock at that date, GCCC would own and control approximately 56.73% of the
      Company's fully-diluted common stock and 56.73% of the Company's outstanding
      common stock calculated pursuant to Rule 13d-3(d)(1)(B) of the Securities
      Exchange Act of 1934. As of October 10, 2005, the Company had received an
      aggregate of $205,562 from GCCC for the issuance to GCCC of an aggregate of
      2,357,857 shares of common stock (including an additional 1,957,857 shares
      issued pursuant to the price calculation terms of the SPA). In addition, the
      Company issued 3,271,536 additional common shares, at a value of $0.09 per
      share, to restore the equity of the escrow account to $294,438. As of the date
      of this filing, GCCC is current with its payments under the SPA. The Company
      has
      received $216,905 in aggregate from GCCC with a balance of $33,095 to be paid
      by
      December 31, 2005.




5





The
      Company executed the Hazard Agreement with Overseas, a Panamanian corporation,
      on October 10, 2005, for the purchase of Overseas’ 98% interest in the Hazard
      Lake Property in Ontario, Canada. The Hazard Agreement calls for an aggregate
      purchase price of $397,000, of which $197,000 is to be paid in cash (of which
      $67,000 has been prepaid), with the balance represented by a note for $130,000,
      payable in annual installments as follows: $25,000 on March 15, 2006, $30,000
      on
      March 15, 2007, $35,000 on March 15, 2008, and $40,000 on March 15, 2009.
      Additionally the Company has issued 2,000,000 shares of common shares to
      Overseas, valued at $200,000. These shares were delivered from the 12,500,000
      shares issued to GCCC pursuant to the terms of the Agreement.




On
      November 15, 2005, the
      Company executed the Letter Agreement with Sterling (formerly Sun Oil and Gas
      Corp.) to purchase a 5% minority interest in an oil prospect property. The
      property is the Clovelly Prospect which is located in southeast Louisiana in
      the
      Lafourche Parish. The Letter Agreement calls for an aggregate purchase price
      of
      $115,000, of which $15,000 is to be paid in cash and the balance of $100,000
      is
      to be paid with the issuance of 2,000,000 shares of registered common stock.
      The
      deposit of $15,000 is to be paid by December 2, 2005 and is not refundable
      except in the event of significant title defects.




On
      December 29, 2004, Vinoble entered into non-binding agreements for the
      acquisitions of 100% of the assets of Sentry  and
      100%
      of the assets of MSI. Although management discussions are ongoing, no definitive
      agreements have been made as of the date of this filing. Vinoble is exploring
      other relationship structures with Sentry and MSI as an alternate path toward
      acquisition. Vinoble intends to continue to seek and identify opportunities
      that
      will enhance the Company's strategy.





Consummation
      of any acquisition is dependent on several factors, including but not limited
      to
      the satisfactory completion of due diligence, and the negotiation of definitive
      acquisition agreements. There can be no assurance that the results of the due
      diligence will be satisfactory or that the acquisitions will be consummated,
      or
      that if consummated, the businesses will be successfully integrated into the
      Company's operations. In the event that the acquisitions do not materialize,
      the
      Company will continue to seek other opportunities. The Company does not plan
      to
      limit its options to any particular industry, but will evaluate each opportunity
      on its merits.











RISKS
      AND
      UNCERTAINTIES





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





RISKS
      RELATING TO VINOBLE'S OPERATIONS





VINBOLE
      NEEDS SIGNIFICANT ADDITIONAL CAPITAL. The Company currently has no income
      producing operations or assets and may have limited access to additional
      capital. At June 30, 2005, the Company had virtually no cash or cash
      equivalents. Current cash and cash equivalents are currently insufficient to
      meet anticipated cash needs for working capital and capital expenditures. The
      Company therefore needs to raise additional funds immediately. If additional
      funds are raised through the issuance of equity or convertible debt securities,
      the percentage ownership of existing stockholders will be reduced, and such
      securities may have rights, preferences and privileges senior to those of the
      Company's common stock. As described above, on September 14, 2004, the Company
      executed the SPA with GCCC. The SPA calls
      for
      the issuance by the Company of an aggregate of 400,000 shares of common stock
      to
      GCCC in consideration of the payment of $500,000 in cash. The Company is to
      receive the funds in $50,000 increments each quarter, beginning October 15,
      2004. The Company is currently attempting to identify other prospective
      investors with respect to financing; however, the Company has not entered into
      agreements with any such investors. There can be no assurance that additional
      financing will be available on
      terms
      favorable to the Company or at all. If adequate funds are not available or
      are
      not available on acceptable terms, the Company will not be able to fund its
      operations. Such inability to fund operations will have a material adverse
      effect on the Company's business, results of operations and financial
      condition.





6


VINOBLE
      HAS ONLY A LIMITED OPERATING HISTORY. The Company has only a limited operating
      history upon which can be based an evaluation of its prospects. Such prospects
      must be considered in light of the risks, expenses and difficulties frequently
      encountered by companies seeking to enter into a merger or acquisition with
      another business entity. There can be no assurance that the Company will be
      able
      to identify a qualified candidate or that the resulting business combination
      will be successful. Further, there can be no assurance that the acquisition
      /
      merger candidate will have a more extensive operating history than the Company.
      To address these risks and uncertainties, the Company must, among other things,
      analyze the quality of the other firm's management and personnel, the asset
      base
      of such firm or enterprise, the anticipated acceptability of new products or
      marketing concepts, the merit of the firm's business plan, and numerous other
      factors which are difficult, if not impossible, to analyze through the
      application of any objective criteria. There can be no assurance that Vinoble
      will successfully address these challenges.





THE
      COMPANY HAS A HISTORY OF LOSSES, AND ITS INDEPENDENT CERTIFIED PUBLIC
      ACCOUNTANTS' REPORT DATED OCTOBER 7, 2005, INCLUDES AN EXPLANATORY PARAGRAPH
      RELATING TO SUBSTANTIAL DOUBT AS TO VINOBLE'S ABILITY TO CONTINUE AS A GOING
      CONCERN. Since the Company's inception in 2001, it has incurred substantial
      losses from operations, resulting primarily from costs related to development
      of
      its technology and building its infrastructure. Because Vinoble has discontinued
      development and operations of its Visual Interviews subsidiary due to lack
      of
      capital and in order to pursue acquisition of an operational business entity,
      management expects to incur net losses for the foreseeable future for
      administrative costs. If the Company is unable to identify and execute a merger
      or acquisition transaction within a reasonable amount of time or if the business
      combination is unsuccessful, Vinoble's losses will be significantly greater.
      The
      Company may never achieve profitability. Primarily as a result of these
      recurring losses, Vinoble's independent certified public accountants modified
      their report on the June 30, 2005 financial statements to include an uncertainty
      paragraph wherein they expressed substantial doubt about the Company's ability
      to continue as a going concern.





At
      this
      time, the Company does not have a source of operating capital and has limited
      assets. As a result, Vinoble will attempt to raise additional capital through
      public or private debt or the sale of equity and/or debt securities. However,
      there can be no assurance that additional financing will be available on terms
      favorable to Vinoble, or that additional financing will be available at all.
      If
      adequate funds are not available or are not available on acceptable terms,
      the
      Company may not be able to attract a favorable candidate for merger or
      acquisition or be able to continue to maintain cost of compliance with SEC
      reporting requirements. Such inability could have a material adverse effect
      on
      the Company's business, financial condition, results of operations and
      prospects.





VINBOLE
      IS SEEKING AN OPERATING BUSINESS OR ASSETS TO ACQUIRE; THERE CAN BE NO ASSURANCE
      THAT THE COMPANY WILL FIND A VIABLE BUSINESS OR SUCCESSFULLY CONSUMMATE AN
      ACQUISITION. Vinoble is seeking an operating business or assets to acquire.
      Although it has identified certain acquisition candidates, there can be no
      assurance that the Company will successfully locate a viable business or
      consummate an acquisition. Any business or assets that the Company acquires
      will
      have certain risks; however, as no specific business has been identified the
      Company cannot determine or disclose specific risks of a particular business
      or
      industry into which
      it
      may enter. The type of business acquired may be one that desires to avoid
      undertaking its own public offering and the accompanying expense, delay,
      uncertainty and federal and state regulatory requirements protecting investors.
      Because of the Company's limited capital, it is more likely than not that any
      acquisition by the Company will involve other parties whose primary interest
      is
      the acquisition of control of a publicly traded company. Any business
      opportunity acquired may be currently unprofitable or present other risks.
      An
      acquisition will most likely be highly illiquid and could result in a total
      loss
      to the Company and its stockholders.





7





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





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





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





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




THE
      COMPANY HAS LIMITED MANAGEMENT RESOURCES AND MAY EXPERIENCE MANAGEMENT CHANGES.
      The Company currently has only one full-time manager, and thus has limited
      management resources for both the operation of the Company and the pursuit
      of
      acquisition candidates. There is no assurance that current management will
      continue to serve the Company in the future. After the consummation of an
      acquisition, it is likely that the current officer and directors of the Company
      would resign. Any decision to resign will be based upon the identity of the
      business acquired and the nature of the transaction.




8




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





RISKS
      RELATED TO THE MINING INDUSTRY






EXPLORATION
      IN GENERAL,
      AND GOLD EXPLORATION IN PARTICULAR, ARE SPECULATIVE AND ARE FREQUENTLY
      UNSUCCESSFUL. Mineral exploration, particularly for gold and silver, is highly
      speculative in nature, capital intensive, involves many risks and frequently
      is
      nonproductive. There can be no assurance that the Company’s mineral exploration
      efforts will be successful. If the Company discovers a site with gold or other
      mineralization, it will take a number of years from the initial phases of
      drilling until production is possible, during which time the economic
      feasibility of production may change. Substantial expenditures are required
      to
      establish ore reserves through drilling, to determine metallurgical processes
      to
      extract the metals from the ore and, in the case of new properties, to construct
      mining and processing facilities. As a result of these uncertainties, no
      assurance can be given that Vinoble’s exploration programs will result in the
      expansion or replacement of existing ore reserves that are being depleted by
      current production.






VINOBLE
      DOES NOT
      CURRENTLY HAVE AND MAY NOT BE ABLE TO RAISE THE FUNDS NECESSARY TO EXPLORE
      AND
      DEVELOP THE HAZARD PROPERTY. Vinoble
      does not currently have sufficient funds to complete all of the planned
      exploration activities at Hazard or to develop a mine at the Hazard Lake
      Property. The development and exploration of the Hazard Lake Property will
      require significant capital expenditures. Sources of external financing may
      include bank and non-bank borrowings and future debt and equity offerings.
      There
      can be no assurance that financing will be available on acceptable terms, or
      at
      all. The failure to obtain financing would have a material adverse effect on
      the
      Company’s growth strategy and its results of operations and financial
      condition .






VINOBLE’S
      OPERATIONS MAY
      BE ADVERSELY AFFECTED BY RISKS AND HAZARDS ASSOCIATED WITH THE MINING
      INDUSTRY **.** Vinoble’s business is subject to a number of risks and hazards including adverse
      environmental effects, technical difficulties due to unusual or unexpected
      geologic formations, and pit wall failures. Such
      risks could result in personal injury, environmental damage, damage to and
      destruction of production facilities, delays in mining and liability. For some
      of these risks, the Company will maintain insurance to protect against these
      losses at levels consistent with industry practice. However, Vinoble may not
      be
      able to maintain those levels of insurance, particularly if there is a
      significant increase in the cost of premiums. Insurance against environmental
      risks is generally too expensive or not available for the Company and other
      companies in the mining industry, and, therefore, the Company does not currently
      anticipate that it will maintain environmental insurance. To the extent the
      Company is subject to environmental liabilities, it would have to pay for these
      liabilities. Moreover, in the event that Vinoble is unable to fully pay for
      the
      cost of remedying an environmental problem, it might be required to suspend
      or
      significantly curtail operations or enter into other interim compliance
      measures.





9




RISKS
      RELATED TO VINOBLE’S STOCK





SHARES
      ELIGIBLE FOR FUTURE SALE BY OUR CURRENT STOCKHOLDERS MAY ADVERSELY AFFECT OUR
      STOCK PRICE. To date, the Company has had a limited trading volume in
      itscommon stock. As long as this condition continues, the sale of a significant
      number of shares of common stock at any particular time could be difficult
      to
      achieve at the market prices prevailing immediately before such shares are
      offered. In addition, sales of substantial amounts of common stock, including
      shares issued upon the exercise of outstanding options and warrants, under
      Securities and Exchange Commission Rule 144 or otherwise could adversely affect
      the prevailing market price of common stock and could impair the
      Company's ability to raise capital at that time through the sale of
      securities. In the past, due to a shortage of cash the Company has
      compensated our employees and consultants in shares of our common stock. This
      practice may continue in the future. Many of these shares have been registered
      or will be registered for resale to the public in registration statements on
      Form S-8.





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





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





-
      actual
      or anticipated fluctuations in quarterly operating results;





-
      announcements of technological innovations;





-
      changes
      in financial estimates by securities analysts;





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





-
      changes
      in the market valuations of other comparable companies.




In
      addition, the Company's stock is currently traded on the NASD O-T-C Bulletin
      Board and it is uncertain that it will be able to successfully apply for listing
      on the AMEX, the NASDAQ National Market, or the Nasdaq SmallCap Market in the
      foreseeable future due to the trading price for the common stock, the Company's
      lack of working capital and its revenue history. Failure to list the common
      stock on the AMEX, the Nasdaq National Market, or the Nasdaq SmallCap Market,
      will impair the liquidity of the common stock.





The
      Securities and Exchange Commission has adopted regulations which generally
      define a "penny stock" to be any security that 1) is priced under $5.00, 2)
      is
      not traded on a national stock exchange or on NASDAQ, 3) may be listed in the
      "pink sheets" or the NASD OTC Bulletin Board, 4) is issued by a company that
      has
      less than $5 million in net tangible assets and has been in business less than
      three years, or by a company that has under $2 million in net tangible assets
      and has been in business for at least three years, or by a company that has
      revenues of less than $6 million for three years.





Penny
      stocks can be very risky: penny stocks are low-priced shares of small companies
      not traded on an exchange or quoted on NASDAQ. Prices often are not available.
      Investors in penny stocks are often unable to sell stock back to the dealer
      that
      sold them the stock. Thus an investor may lose his/her investment. The Company's
      common stock is a "penny stock" and thus is subject to rules that impose
      additional sales practice requirements on broker/dealers who sell such
      securities to persons other than established customers and accredited investors,
      unless the common stock is listed on The Nasdaq SmallCap Market. Consequently,
      the "penny stock" rules may restrict the ability of broker/dealers to sell
      Vinoble's securities, and may adversely affect the ability of holders of the
      common stock to resell their shares in the secondary market. In addition,
      according to the SEC, the market for "penny stocks" has suffered in recent
      years
      from patterns of fraud and abuse. Such patterns include (i) control of the
      market for the stock by one or a few broker-dealers whom are often related
      to
      the promoter or issuer; (ii) manipulation of prices through prearranged matching
      of purchases and sales and false and misleading press releases; (iii) "boiler
      room" practices involving high-pressure sales tactics and unrealistic price
      projections by salespersons; (iv) excessive and undisclosed bid-ask
      differentials and markups by selling broker-dealers after prices have been
      manipulated to a desired level, along with the resulting collapse of those
      prices and investor losses. The Company's management is aware of the abuses
      that
      have occurred historically in the "penny stock" market. Although the Company
      does not expect to be in a position to dictate the behavior of the market or
      of
      broker-dealers who participate in the market, management will strive within
      the
      confines of practical limitations to prevent the described patterns from being
      established with respect to the Company's securities.




10





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





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





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





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


future financial condition; or





-
      state
      other "forward-looking" information.





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








ITEM
      3.
      CONTROLS AND PROCEDURES





On
      November 12, 2005, management concluded its evaluation of the effectiveness
      of
      the Company's disclosure controls and procedures. As of that date, the Company's
      Chief Executive Officer and its Chief Financial Officer concluded that the
      Company maintains effective disclosure controls and procedures that ensure
      information required to be disclosed in the Company's reports under the
      Securities Exchange Act of 1934 is recorded, processed, summarized and reported
      within the time periods specified in the SEC's rules and forms. Specifically,
      the disclosure controls and procedures assure that information is accumulated
      and communicated to the Company's management, including its Chief Executive
      Officer and its Chief Financial Officer, as appropriate, to allow timely
      decisions regarding required disclosure. There have been no significant changes
      in the Company's internal controls or in other factors that could significantly
      affect these controls subsequent to the date of management's
      evaluation.








PART
      II -
      OTHER INFORMATION





ITEM
      1.
      LEGAL PROCEEDINGS.





Not
      applicable.





11





ITEM
      2.
      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.





On
      September 14, 2004, the Company executed the SPA with GCCC. The SPA calls for
      the issuance by the Company of an aggregate of 400,000 shares of common stock
      to
      GCCC in consideration of the payment of $500,000 in cash. The Company is to
      receive the funds in $50,000 increments beginning October 15, 2004 and
      continuing each calendar quarter from and after March 15, 2005. The 400,000
      shares will be held in escrow by the Company and delivered on a pro-rata basis
      within 10 days of receipt of each installment. All shares are restricted within
      the meaning of Rule 144 under the Securities Act and must be held indefinitely
      unless subsequently registered or qualified for exemption. The SPA includes
      a
      provision that the purchase price per share, and therefore the number of shares
      to be delivered at the time of each installment payment, will be calculated
      for
      each installment at the lesser of: (a) $1.25 on a post-split basis or (b) a
      37.5% discount to the 10 day trailing closing price of the Company's common
      stock at the time of each payment. As part of the consideration for the SPA,
      GCCC has the right to elect one Board Member and agreed to retain Catherine
      Thompson and Michael Avatar on the Board of Directors and as consultants through
      the next fiscal year, ending December 31, 2007. Currently, GCCC has not
      elected a Board Member as its representative on Vinoble’s Board of Directors. At
      September 14, 2004, the Company had an aggregate of 305,108 shares of common
      stock outstanding on a fully-diluted basis, post-split. Based on the price
      of
      the Company's common stock at that date, GCCC would own and control
      approximately 56.73% of the Company's fully-diluted common stock and 56.73%
      of
      the Company's outstanding common stock calculated pursuant to Rule
      13d-3(d)(1)(B) of the Securities Exchange Act of 1934. As of October 10, 2005,
      the Company had received an aggregate of $205,562 from GCCC for the issuance
      to
      GCCC of an aggregate of 2,357,857 shares of common stock (including an
      additional 1,957,857 shares issued pursuant to the price calculation terms
      of
      the SPA). In addition, the Company issued 3,271,536 additional common shares,
      at
      a value of $0.09 per share, to restore the equity of the escrow account to
      $294,438. As of the date of this filing, GCCC is current with its payments
      under
      the SPA. The Company has received $216,905 in aggregate from GCCC with a balance
      of $33,095 to be paid by December 31, 2005. GCCC
      is
      an accredited investor that has represented to the Company that it is acquiring
      the securities for investment, and not with a view towards distribution.





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.




12


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








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








SIGNATURES





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





Dated:
      November 21, 2005





VINOBLE,
      INC.








/s/
      Catherine Thompson


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


Catherine
      Thompson


Interim
      Chief Executive Officer and


Chief
      Financial Officer




13