SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB


                                   (Mark One)

   [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act
                 of 1934 for the fiscal year ended June 30, 2004

   [ ] Transition report under Section 13 or 15(d) of the Securities
           Exchange Act of 1934 for the transition period from ____ to______.


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


                             OHANA ENTERPRISES, INC.
                        --------------------------------
        (Exact name of small business issuer as specified in its charter)



              Delaware                                  95-2312900
              --------                                  ----------
   (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                     Identification No.)



               23852 Pacific Coast Highway, #167, Malibu, CA 90265
               ---------------------------------------------------
               (Address of principal executive office) (Zip Code)


                  7275 Murdy Circle, Huntington Beach, CA 92647
                ----------------------------------------- ------
                 (Former address, if changed since last report)


                                 (310) 456-3199
                         ------------------------------
                           (Issuer's telephone number)


Check whether the issuer: (1) filed all 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
                                 -------  ------

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

<PAGE>

State issuer's revenues for its most recent fiscal year.  $0.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. $359,126.

The number of outstanding shares of the issuer's common stock, $0.001 par value,
as of September 23, 2004 was 388,823,300.

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). N/A.

Transitional Small Business Disclosure Format (Check One):  Yes ____  No__X__




<PAGE>





                                TABLE OF CONTENTS

                                                                         PAGE
                                     PART I


Item 1.  Description of Business ......................................    1

Item 2.  Description of Property ......................................    7

Item 3.  Legal Proceedings ............................................    7

Item 4.  Submission of Matters to a Vote of Security Holders ..........    7


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters .....    7

Item 6.  Management's Discussion and Analysis or Plan of Operation ....    9

Item 7.  Financial Statements .........................................   17

Item 8.  Changes in and Disagreements With Accountants on
         Accounting and Financial Disclosure ..........................   17

Item 8A. Controls and Procedures ......................................   17

Item 8B. Other Information ............................................   18


                                    PART III

Item 9.  Directors, Executive Officers, Promoters, and Control Persons;
         Compliance with Section 16(a) of the Exchange Act ............   18

Item 10. Executive Compensation .......................................   19

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters ..............................   22

Item 12. Certain Relationships and Related Transactions ...............   23

Item 13. Exhibits and Reports on Form 8-K .............................   23

Item 14. Principal Accountant Fees and Services .......................   26


Signatures ............................................................   28





<PAGE>


                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

BACKGROUND

    As used in this Annual Report on Form 10-KSB, the terms "Company" or "Ohana"
refer to Ohana Enterprises, Inc., a Delaware corporation, its wholly-owned
subsidiary, Visual Interviews, Inc., a Nevada corporation ("VI"), and its
predecessor Torchmail Communications, Inc., a Delaware corporation
("Torchmail"), unless the context indicates otherwise.

    The Company emerged from bankruptcy on August 21, 1999 as Erly Industries,
Inc. ("Erly"). Erly's business plan at that time was to acquire operations
through an acquisition or merger, or to begin its own start-up business. On
March 22, 2000, Erly's Board of Directors sold a controlling interest in its
common stock to Hudson Consulting Group, Inc. ("Hudson"), a Nevada corporation
and subsidiary of Axia Group, Inc., a public company ("Axia"), for $120,000 in
cash. After ratifying the Hudson transaction at a special board meeting on
October 9, 2000, Erly issued 9,237,912 shares of common stock to Hudson. Erly's
Board of Directors then appointed Richard Surber, an officer and director of
Hudson and Axia and a principal shareholder of Axia, to the Board on November
14, 2000. All other members of Erly's Board of Directors then resigned, leaving
Mr. Surber as the sole Director.

    On January 24, 2001, Erly merged with Torchmail Communications Inc., a
Delaware corporation ("Torchmail"). In the merger, shareholders of Erly received
one share of Torchmail common stock for every 100 shares of Erly common stock
owned. Following a reverse stock split, the Company had a total of 150,000
shares issued and outstanding. On June 15, 2001, the Company issued 500,000
shares of common stock to Hudson for services rendered in preparing financial
statements and also to pay for expenses previously paid by Hudson on the
Company's behalf. From and after the Torchmail merger, the Company continued to
pursue the acquisition of an existing business or business assets.

    On March 17, 2002, the Company effected a 5 for 1 forward stock split to all
shareholders of record on March 15, 2002.

     VI was incorporated in Nevada to provide services and products within the
market segment of human resource professional services and outsourcing. VI's
core service was intended to be the "Visual Interview", that would provide
employers, recruiters and search firms the tools and services to facilitate the
initial screening and skills assessment of job candidates. On October 18, 2002,
certain shareholders of VI (the "Purchasers") purchased an aggregate of
2,911,900 shares of the Company's common stock, or 79.8% of all then-issued and
outstanding common stock, from Hudson. The stock was purchased for consideration
of $300,000; one-third of this was paid in cash and the balance in a $200,000
note payable to Hudson (the "Note Payable"). The Note Payable required a payment
of $100,000 on or before the 120th day following the closing of the stock
purchase, and an additional $120,000 payment on or before the 180th day
following the closing.

     On October 18, 2002, the Company acquired 100% of the outstanding common
stock of VI in exchange for the issuance of an aggregate of 9,384,543 shares of
the Company's common stock to the former VI shareholders. As part of the
consideration for the acquisition, the Company assumed the obligations of the
Purchasers to Hudson pursuant to the Note Payable. Payment of the Note Payable
was secured by a Stock Pledge Agreement for two-thirds of the shares transferred
to Purchasers and two-thirds of the 9,384,543 shares of the Company's common
stock issued to the VI shareholders (including the Purchasers) in the
acquisition of VI.

     After the acquisition of VI, the former VI shareholders owned an aggregate
of 12,196,443 shares, or 93.39%, of the Company's common stock. All but one of
the Company's Directors resigned upon the closing of the acquisition, and four
VI directors and shareholders, Catherine Thompson (who also served as VI's Chief
Financial Officer), Gerard Nolan (who also served as VI's Chief Executive
Officer), David Cronshaw and Michael Avatar, were elected to serve on the
Company's Board of Directors. Mr. Nolan was also appointed as President and
Chief Executive Officer of the Company, and each of the executive officers of VI
was appointed as an executive officer of the Company.


                                       1
<PAGE>



    On January 16, 2003, the Company notified Hudson of the Company's intent to
offset payments due to Hudson under the Note Payable. The offset was effected by
the Company due to certain alleged misrepresentations and omissions made by
Hudson in the original Hudson stock purchase agreement.

    On March 17, 2003, Hudson filed a Verified Complaint in the Third Judicial
District Court in and for Salt Lake County, Utah (Case No. 030905949) (the
"Action") against the Company and the Purchasers, alleging claims of breach of
contract and breach of implied covenant of good faith and fair dealing in the
failure to pay sums due under the Hudson stock purchase agreement, and seeking
damages of not less than $200,000. On June 5, 2003, the Company and the
Purchasers filed an Answer, Counterclaim and Third Party Complaint against
Hudson, Axia Group, Inc. and Richard Surber, denying Hudson's allegations,
setting forth several affirmative defenses and alleging claims for fraud,
negligent misrepresentation and violations of Utah and federal securities laws.
The Action was settled by Hudson, the Company and all Purchasers except for
Gerard Nolan on February 20, 2004. As part of the settlement, the Company paid
Hudson the sum of $117,000, and Hudson released the stock pledged under the
Stock Pledge Agreement. Both parties signed a mutual general release, and
neither Hudson nor Ohana admitted or denied any of the claims or allegations
contained in the Action or otherwise.

     On September 2, 2003, Gerard Nolan was relieved of his duties as President
and CEO of the Company and VI. The Company filed a Complaint in the Superior
Court of the State of California for the County of Los Angeles against Mr. Nolan
on March 19, 2004 alleging breach of fiduciary duty, fraud and deceit and
conversion, and seeking damages. On September 22, 2004, the Company and Mr.
Nolan executed a settlement agreement and general release, and Mr. Nolan
assigned to the Company all rights and ownership to an aggregate of
810,000 shares of Ohana common stock previously issued to him and registered
pursuant to a registration statement on Form S-8 under the Securities Act of
1933, as amended.

     In October 2003, due to a shortage of capital, the Company suspended all
development of the VI technology and products. The VI business plan required
significant expenditures in order to develop and expand its business model, its
technology, and its operations, as well as to respond to unanticipated
competitive pressures. However, VI did not have an immediate source of operating
capital. The Company began to pursue potential opportunities for acquisition or
merger that would contribute an operating business within a reasonably
foreseeable time. The discontinued operations of VI have been written off and
the loss accounted for as of June 30, 2004.

      After an extensive review and consideration of available opportunities,
on April 1, 2004 the Company acquired 100% of the issued and outstanding common
stock of RestauranTech ("RestauranTech") from its parent company, Interactive
Ideas Consulting Group ("IICG"), in consideration for the issuance to IICG of an
aggregate of 1,700,000 shares of the Company's Series A Convertible Preferred
Stock (the "Series A Preferred Stock"). An additional 500,000 of Series A
Preferred Stock was to be issued for services in connection with the
acquisition. The Series A Preferred Stock was intended to be convertible into
common stock at a ratio of 100 shares of common stock for every one share of
Series A Preferred Stock. Neal Weisman, a shareholder of the Company, was the
former president and a former shareholder of IICG. At April 1, 2004, the Company
had an aggregate of 63,416,763 shares of common stock outstanding on a
fully-diluted basis. Therefore, if IICG had converted all of the Series A
Preferred Stock issuable on that date, it would have owned and controlled 77.62%
of the Company's fully-diluted common stock and 77.62% of the Company's
outstanding common stock calculated pursuant to Rule 13d-3(d)(1)(B) of the
Securities Exchange Act of 1934.

    In conjunction with the acquisition of RestauranTech, the Company appointed
Brett Martin to serve as its President and CEO. The Company and Mr. Martin
entered into a consulting agreement for a term beginning on April 1, 2004 and
ending on June 30, 2004. In consideration for his services, Mr. Martin received
an aggregate of 2,800,000 shares of the Company's common stock, valued at
$196,000. In addition, pursuant to the terms of a second consulting agreement,
the Company issued an aggregate of 1,400,000 shares of common stock, valued at
$98,000, for Mr. Martin's participation in public relations, investor relations,
fundraising and other financial activities of the Company. The Company also
appointed Neal Weisman to serve as Chief Operations Officer, and entered into a
consulting agreement with Mr. Weisman for a term beginning on April 1, 2004 and
ending on June 30, 2004. In consideration for his services, Mr. Weisman received
an aggregate of 2,600,000 shares of the Company's common stock, valued at
$182,000. In addition, pursuant to the terms of a second consulting agreement,
the Company issued an aggregate of 1,300,000 shares of common stock, valued at
$91,000, for Mr. Weisman's participation in public relations, investor
relations, fundraising and other financial activities of the Company. Also in
connection with the acquisition of RestauranTech, the Company's Board of
Directors filled two vacancies effective April 1, 2004. Elected to the Board
were Mr. Weisman, who was also to serve as Chairman of the Board, and Mr.
Martin.

                                       2
<PAGE>

     Subsequent to the closing of the acquisition of RestauranTech, certain
differences in strategic direction for the organization and other issues arose
which caused the Company and IICG to mutually rescind the transaction on May 27,
2004. The term of Mr. Martin's and Mr. Weisman's consulting agreements expired,
and the agreements were not renewed. On May 22, 2004, Messrs. Martin and Weisman
resigned from the Company's Board of Directors. The Series A Preferred Stock had
never been issued, and the Board of Directors rescinded the resolution
authorizing its issuance. Messrs. Martin and Weisman retained all shares of
common stock issued to them pursuant to their respective consulting agreements.
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 common stock would be issued as restricted common stock but
would have piggy-back registration rights.

      Since June 2004, the Company has renewed its search for an operating
business or assets for acquistion. This search gained momentum in September
2004, due in part to 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 200,000,000 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 200,000,000 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) $0.0025 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 June 30, 2005. GCCC has not yet
designated its representative on the Board of Directors. At September 14, 2004,
the Company had an aggregate of 152,553,778 shares of common stock outstanding
on a fully-diluted basis. 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.


                                       3
<PAGE>

      Management believes that the principals of GCCC will assist in finding
acquisition candidates for the Company, structuring such acquisitions and
effecting a transition to corporate growth. As part of this strategy, the
Company is currently evaluating the purchase of 100% of the assets of an
established 31 year-old California business valued at approximately $10 million.
The business is a leader in a niche market. The Company will soon begin to
conduct due diligence on this prospective acquisition to determine the viability
and value of its property and assets. Management believes that it will take
approximately four to five months to complete the due diligence process of this
specific acquisition candidate, which would include inventory testing, building
inspections and a complete three-year trailing audit of the candidate's
financial statements. There can be no assurance that the results of the due
diligence and audit will be satisfactory or that the acquisition will be
consummated, or that if consummated, the business will be successfully
integrated into the Company's operations.

Selection of a Business
--------------------------------

    In the event that the above-referenced acquisition is not consummated,
the Company will seek to identify other business opportunities for acquisition.
The Company anticipates that businesses for possible acquisition will be
referred by various sources, including its officers and directors, professional
advisors, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals. The
Company will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its officers and
directors and their affiliates, as well as indirect associations between them
and other business and professional people. To augment these efforts, the
Company has entered into a non-exclusive, non-binding finder's fee and
non-circumvention agreement with Info-Tronixs, an unaffiliated firm located in
Springfield, NJ. The agreement entitles Info-Tronix to receive preferred stock
convertible into 4.9% of the Company's issued and outstanding common stock after
the consummation of a transaction between the Company and any prospect that the
Company meets through the efforts of Info-Tronixs. Info-Tronixs is also entitled
to reimbursement of its business expenses incurred in locating such prospect.
The Company has agreed not to circumvent the interest of Info-Tronixs in any
successful prospect, and has agreed to pay Info-Tronixs $1,000,000 in liquidated
damages should it breach the finder's fee and non-circumvention agreement

     The Company will not restrict its search to any particular business,
industry, or geographical location, and management reserves the right to
evaluate and enter into any type of business in any location. While the Company
desires a business opportunity with existing operations and growth potential,
the Company may evaluate and enter into an agreement with a development stage
business venture contingent upon funding availability. If the Company
participates in an operating entity with growth potential, it may be subjected
to risk because the Company may not be able to adequately fund requirements to
achieve the next level of growth. Participation in a new business venture also
entails risks since in many instances the management of such a venture will not
have proved its ability, the eventual market of such venture's product or
services will likely not be established, and the profitability of the venture
will be unproved and cannot be predicted accurately.

     In seeking a business venture, the decision of management will not be
controlled by an attempt to take advantage of any anticipated or perceived
appeal of a specific industry, management group, product, or industry, but will
be based on the business objective of seeking long-term capital appreciation in
the real value of the Company.

    The analysis of new businesses will be undertaken by or under the
supervision of the officers and directors. In analyzing prospective businesses,
management will consider, to the extent applicable, the available technical,
financial, and managerial resources; working capital and other prospects for the
future; the nature of present and expected competition; the quality and
experience of management services which may be available and the depth of that
management; the potential for further research, development, or exploration; the
potential for growth and expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trade or service
marks; name identification; and other relevant factors. It is anticipated that
the results of operations of a specific firm may not necessarily be indicative
of the potential for the future because of the requirement to substantially
shift marketing approaches, expand significantly, change product emphasis,
change or substantially augment management, and other factors.


                                       4
<PAGE>

     The Company will analyze all available factors and make a determination
based on a composite of available facts, without reliance on any single factor.
The period within which the Company may participate in a business cannot be
predicted and will depend on circumstances beyond the Company's control,
including the availability of businesses, the time required for the Company to
complete its investigation and analysis of prospective businesses, the time
required to prepare appropriate documents and agreements providing for the
Company's participation, and other circumstances.


Acquisition of a Business
--------------------------------

     In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, or other reorganization
with another corporation or entity; joint venture; license; purchase and sale of
assets; or purchase and sale of stock, the exact nature of which cannot now be
predicted. Notwithstanding the above, the Company does not intend to participate
in a business through the purchase of minority stock positions. On the
consummation of a transaction, it is likely that the present management and
shareholders of the Company will not be in control of the Company. In addition,
a majority or all of the Company's directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors without a vote
of the Company's shareholders as according to Delaware law and the Company's
Bylaws.

     It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of the transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter. Although the terms of such
registration rights and the number of securities, if any, which may be
registered cannot be predicted, it may be expected that registration of
securities by the Company in these circumstances would entail substantial
expense to the Company. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the Company's
securities may have a depressive effect on such market.

     While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to structure the acquisition as a so-called
"tax-free" event under sections 351 or 368(a) of the Internal Revenue Code of
1986, (the "Code"). In order to obtain tax-free treatment under section 351 of
the Code, it would be necessary for the owners of the acquired business to own
80% or more of the voting stock of the surviving entity. In such event, the
shareholders of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity. Section 368(a)(1) of the Code
provides for tax-free treatment of certain business reorganizations between
corporate entities where one corporation is merged with or acquires the
securities or assets of another corporation. Generally, the Company will be the
acquiring corporation in such a business reorganization, and the tax-free status
of the transaction will not depend on the issuance of any specific amount of the
Company's voting securities. It is not uncommon, however, that as a negotiated
element of a transaction completed in reliance on section 368, the acquiring
corporation issue securities in such an amount that the shareholders of the
acquired corporation will hold 50% or more of the voting stock of the surviving
entity. Consequently, there is a substantial possibility that the shareholders
of the Company immediately prior to the transaction would retain less than 50%
of the issued and outstanding shares of the surviving entity. Therefore,
regardless of the form of the business acquisition, it may be anticipated that
stockholders, immediately prior to the transaction, will experience a
significant reduction in their percentage of ownership in the Company.

     The manner in which the Company participates in a business will depend on
the nature of the business, the respective needs and desires of the Company and
other parties, the management of the business, and the relative negotiating
strength of the Company and such other management.


                                       5
<PAGE>


     The Company will participate in a business only after the negotiation and
execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require specific
representations and warranties by all of the parties thereto, will specify
certain events of default, will detail the terms of closing and the conditions
which must be satisfied by each of the parties prior to such closing, will
outline the manner of bearing costs if the transaction is not closed, will set
forth remedies on default, and will include miscellaneous other terms.


Operation of Business After Acquisition
---------------------------------------

     The Company's operations following its acquisition of a business will be
dependent on the nature of the business and the interest acquired. Management is
currently unable to predict whether the Company will be in control of the
business or whether present management will be in control of the Company
following the acquisition. It may be expected that the business will present
various risks, which cannot be predicted at the present time.


Governmental Regulation
--------------------------------

     It is impossible to predict the government regulation, if any, to which the
Company may be subject to until it has acquired an interest in a business. The
use of assets and/or conduct of businesses which the Company may acquire could
subject it to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest, management will endeavor to ascertain, to the
extent of the limited resources of the Company, the effects of such government
regulation on the prospective business of the Company. In certain circumstances,
however, such as the acquisition of an interest in a new or start-up business
activity, it may not be possible to predict with any degree of accuracy the
impact of government regulation. The inability to ascertain the effect of
government regulation on a prospective business activity will make the
acquisition of an interest in such business a higher risk.

Competition
--------------------------------

     The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no assurance that the Company will be successful in obtaining suitable
investments.

Employees
--------------------------------

     As of June 30, 2004, the Company had one full time administrative employee.
Management of the Company expects to use consultants, attorneys, and accountants
as necessary, and does not anticipate a need to engage any additional full-time
employees so long as it is seeking and evaluating businesses. The need for
employees in the future and their availability will be addressed in connection
with a decision whether or not to acquire or participate in a specific business
or industry.


                                       6
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

     At the present time, the Company does not own or lease any real property.
The Company's principal address as reported in this Annual Report on Form 10-KSB
is the residence of its employee.

ITEM 3. LEGAL PROCEEDINGS

     The Company filed a Complaint in the Superior Court of the State of
California for the County of Los Angeles against its former CEO, Gerard Nolan,
on March 19, 2004 alleging claims of breach of fiduciary duty, fraud and deceit,
and conversion, and seeking damages. On September 22, 2004, the Company and Mr.
Nolan executed a settlement agreement and general release, and Mr. Nolan
assigned to the Company all rights and ownership to an aggregate of 810,000
shares of Ohana common stock previously issued to him and registered pursuant to
a registration statement on Form S-8 under the Securities Act of 1933, as
amended.

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

     During the last quarter of fiscal 2004, the following matters were voted
upon and approved by a majority of shareholders representing a majority of
voting power of the Company:

     On March 18, 2004, pursuant to the written consent the holders of
aggregate of 33,002,585 shares of the Company's Common Stock, a majority of the
outstanding common stock approved the following: 1) that the number of
authorized shares of common stock should be increased to four hundred million
(400,000,000), 2) that the terms of the Stock Purchase Agreement and Plan of
Reorganization (the "Plan") by and between RestauranTech and Ohana Enterprises,
Inc. dated March 18, 2004 as recommended and approved by the Board of Directors
is accepted and approved, 3) that in accordance with the acquisition, the
Company be renamed as Hospitality Tech Inc.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET
INFORMATION, HOLDERS AND DIVIDENDS

     The Company's common stock has been traded on the NASD O-T-C Market
Bulletin Board since January 29, 2003. Prior to that date, its common stock was
not actively traded in the public market. The common stock is listed on the NASD
O-T-C Market Bulletin Board under the symbol "OHNA". The following table sets
forth, for the periods indicated, the high and low bid prices for the common
stock as reported by various Bulletin Board market makers. The quotations do not
reflect adjustments for retail mark-ups, mark-downs, or commissions and may not
necessarily reflect actual transactions.

COMMON STOCK
                                           Bid Price
                                          -----------
Period                                High             Low
------                              --------        ---------

Fiscal 2004
------
First Quarter                       $   0.30        $    0.07
Second Quarter                      $   0.16        $    0.04
Third Quarter                       $   0.20        $    0.065
Fourth Quarter                      $   0.09        $    0.018


Fiscal 2003 (1)
------
First Quarter                       $   0.25        $     0.25
Second Quarter                      $   0.25        $     0.25
Third Quarter
(July 1 through Sept 26)            $   2.50        $     0.25


--------------------------------------
(1)  The Company's fiscal year end was changed to June 30th effective December
     31, 2002.


                                       7
<PAGE>

     On September 23, 2004, the high and low bid prices of the Company's common
stock on the Bulletin Board were $.005 and $.004 per share, respectively, and
there were approximately 2,000 holders of record of the common stock. At
September 23, 2004, the Company had 388,823,300 shares of common stock issued
and outstanding. Since its inception, the Company has not paid any dividends and
it is not anticipated that the Company will pay any dividends in the foreseeable
future.

RECENT SALES OF UNREGISTERED SECURITIES

     Set forth in chronological order is information regarding shares of common
stock issued and options and warrants and other convertible securities granted
by the Company s during the year ended June 30, 2004, and not previously
disclosed in the Company's quarterly reports on Form 10-QSB for the respective
quarterly periods ended September 30 and December 31, 2003 and March 31, 2004.
Also included is the consideration, if any, received by the Company for such
shares, options and warrants, and information relating to the section of the
Securities Act or the rule of the Securities and Exchange Commission under which
an exemption from registration was claimed.

     In the first quarter of fiscal 2004, the Company issued an aggregate of
1,271,667 shares of common stock to consultants in consideration for services
provided to the Company with an aggregate adjusted value of $148,125. The
issuances were made in reliance on Section 4(2) of the Securities Act and were
made without general solicitation or advertising. The recipients were
sophisticated investors with access to all relevant information necessary to
evaluate the investment, and who represented to the Company that the shares were
being acquired for investment purposes.

     In the second quarter of fiscal 2004, the Company issued an aggregate
of 8,256,470 shares of common stock to consultants in consideration for services
provided to the Company with an aggregate adjusted value of $513,500. The
issuances were made in reliance on Section 4(2) of the Securities Act and were
made without general solicitation or advertising. The recipients were
sophisticated investors with access to all relevant information necessary to
evaluate the investment, and who represented to the Company that the shares were
being acquired for investment purposes.

      In the third quarter of fiscal 2004, the Company issued an aggregate of
39,202,500 shares of common stock to consultants in consideration for services
provided to the Company with an aggregate adjusted value of $2,971,229. The
issuances were made in reliance on Section 4(2) of the Securities Act and were
made without general solicitation or advertising. The recipients were
sophisticated investors with access to all relevant information necessary to
evaluate the investment, and who represented to the Company that the shares were
being acquired for investment purposes.

     In the fourth quarter of fiscal 2004, the Company issued an aggregate of
107,000 shares of common stock to consultants in consideration for services
provided to the Company with an aggregate value of $7,500. The issuances were
made in reliance on Section 4(2) of the Securities Act and were made without
general solicitation or advertising. The recipients were sophisticated investors
with access to all relevant information necessary to evaluate the investment,
and who represented to the Company that the shares were being acquired for
investment purposes.

       On January 2, 2004, the Company obtained financing in the form of a
line-of-credit for up to $30,000, which matured on June 30, 2004. Interest on
the loan accrued at 20% per annum and was payable on or before June 30, 2004. As
the Company had minimal financial resources, it elected to exercise its option
to repay the line-of-credit with the issuance of restricted common stock at a
discount of 30% to the average bid price for the last 10 days prior to
conversion. On July 27, 2004, the outstanding balance on the line-of-credit,
including interest payable, of $31,661 was settled with the issuance of
4,523,040 shares of restricted common stock valued at $.007 per share. An
additional 72,465 shares of restricted common stock valued at $.007 per share
were issued for pre-paid interest on a second line of credit from the same
source. The issuances were made in reliance upon Section 4(2) of the Securities
Act and were made without general solicitation or advertising. The recipient was
a sophisticated investor with access to all relevant information necessary to
evaluate the investment, and who represented to the Company that the shares were
being acquired for investment purposes.


                                       8
<PAGE>


ITEM 6. 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 ANNUAL REPORT ON
FORM 10-KSB 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
consolidated financial statements and notes thereto.

BACKGROUND

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

     This acquisition resulted from the Company's efforts over a period of time
to locate an existing business or business assets with which the Company could
enter into a merger or acquisition. On December 10, 2002, the Company changed
its name to Ohana Enterprises, Inc. in association with the change in control
and acquisition of VI. Ohana Enterprises, Inc. is a holding company with no
operations. VI was a wholly-owned subsidiary of the Company, and was the only
operational business within the Company. However, the VI business plan required
significant operating expenses in order to develop and expand its business
model, its technology and its operations, as well as to respond to unanticipated
competitive pressures. VI did not have a source of operating capital as it was
still in the development stage. In October 2003, the Company suspended
development and operations of VI and began to pursue potential opportunities for
acquisition or merger that would contribute an operating business to Ohana.

     After an extensive review and consideration of available opportunities,
on April 1, 2004 the Company acquired 100% of the issued and outstanding common
stock of RestauranTech ("RestauranTech") from its parent company, Interactive
Ideas Consulting Group ("IICG"), in consideration for the issuance to IICG of an
aggregate of 1,700,000 shares of the Company's Series A Convertible Preferred
Stock (the "Series A Preferred Stock"). An additional 500,000 of Series A
Preferred Stock was to be issued for services in connection with the
acquisition. The Series A Preferred Stock was intended to be convertible into
common stock at a ratio of 100 shares of common stock for every one share of
Series A Preferred Stock. Neal Weisman, a shareholder of the Company, was the
former president and a former shareholder of IICG. At April 1, 2004, the Company
had an aggregate of 63,416,763 shares of common stock outstanding on a
fully-diluted basis. Therefore, if IICG had converted all of the Series A
Preferred Stock issuable on that date, it would have owned and controlled 77.62%
of the Company's fully-diluted common stock and 77.62% of the Company's
outstanding common stock calculated pursuant to Rule 13d-3(d)(1)(B) of the
Securities Exchange Act of 1934.

     Subsequent to the closing of the acquisition of RestauranTech, certain
differences in strategic direction for the organization and other issues arose
which caused the Company and IICG to mutually rescind the transaction on May 27,
2004. The Series A Preferred Stock had not been issued, and the Board of


                                       9
<PAGE>


Directors rescinded the resolution authorizing its issuance. 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.

      Since June 2004, the Company has renewed its search for an operating
business or assets for acquisition. This search gained momentum in September
2004, due in part to 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 200,000,000 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 200,000,000 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) $0.0025 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 June 30, 2005. GCCC has not yet
designated its representative on the Board of Directors. At September 14, 2004,
the Company had an aggregate of 152,553,778 shares of common stock outstanding
on a fully-diluted basis. 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.

         Management believes that the principals of GCCC will assist in finding
acquisition candidates for the Company, structuring such acquisitions and
effecting a transition to corporate growth. As part of this strategy, the
Company is currently evaluating the purchase of 100% of the assets of an
established 31 year-old California business valued at approximately $10 million.
The business is a leader in a niche market. The Company will soon begin to
conduct due diligence on this prospective acquisition to determine the viability
and value of its property and assets. Management believes that it will take
approximately four to five months to complete the due diligence process of this
specific acquisition candidate, which would include inventory testing, building
inspections and a complete three-year trailing audit of the candidate's
financial statements. There can be no assurance that the results of the due
diligence and audit will be satisfactory or that the acquisition will be
consummated, or that if consummated, the business will be successfully
integrated into the Company's operations. In the event that the acquisition does
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.




                                       10
<PAGE>



RESULTS OF OPERATIONS

     Year Ended June 30, 2004 Compared To Year Ended June 30, 2003

         Revenues. The Company did not generate any revenue in the fiscal years
ended June 30, 2004 and 2003. Since the cessation of all activities of VI in
October 2003 due to lack of operational capital, the Company's focus has been on
the evaluation and selection of an existing business to effect a merger or
acquisition. At year end June 30, 2004, the Company accounted for the
discontinued operations of its VI subsidiary and recognized a loss, use of
applicable taxes, of $73,025. During the year ended June 30, 2003, the Company
had acquired VI and was working toward the creation of an infrastructure,
securing a strategic partner and the development of the VI suite of products.
The Company has been in the development stage since July 2001.

        General and Administrative Expenses. The Company incurred $3,701,108 in
general and administrative expenses for the year ended June 30, 2004, compared
to $516,495 in general and administrative expenses for the year ended June 30,
2003. The significant increase in general and administrative expense for the
year ended June 30, 2004 was primarily due to $3,618,863 of expense related to
the issuance of an aggregate of 49,137,637 shares of common stock to employees
and consultants in lieu of cash compensation. At June 30, 2004, the Company had
no cash, and therefore was unable to compensate its employees. Employees and
consultants receiving stock agreed to receive these securities, in lieu of cash,
for payment of services rendered. For the year ended June 30, 2003, similar
non-cash compensation equaled $363,370 for the issuance of an aggregate of
12,269,067 shares of common stock.

        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 since that time.

        Gain from Extinguishment of Debt. In the year ended June 30, 2004, the
Company settled litigation with Hudson regarding a $200,000 note payable for a
cash payment of $117,000, resulting in an $83,000 gain. No such gain was
recognized in the year ended June 30, 2003.

        Interest Expense. The Company incurred $3,893 in interest expense for
the year ended June 30, 2004 from short-term borrowings. There was no interest
expense for the year ended June 30, 2003.

        Loss on Disposal of VI less applicable taxes. The Company discontinued
the development and operations of its VI subsidiary in the year ended June 30,
2004. The estimated loss of $73,025 resulted primarily from the write-off of a
prepaid expense for technology consulting services that were paid for with Ohana
common stock.

        Provision for Loss on Related Parties Note Receivable. In the year ended
June 20, 2003, the Company determined that a $200,000 note receivable from
related parties in regard to the purchase of Torchmail was uncollectible. In
accordance with this determination, a $200,000 provision for loss was entered.

        Net Loss. As a result of the foregoing factors, the Company's net loss
increased to $3,695,026 for the year ended June 30, 2004, compared to a net loss
of $716,495 for the year ended June 30, 2003. The net loss (basic and diluted)
per share was $0.09 and $0.07, for the respective years ended June 30, 2004 and
2003.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has an immediate need for capital. At June 30, 2004, the
Company had no cash or cash equivalents; at June 30, 2003, cash and cash
equivalents equaled $25,190. The Company utilized $247,429 in net cash for
operating activities during the year ended June 30, 2004, compared with $35,810
during the year ended June 30, 2003. The cash utilized in operating activities
during the year ended June 30, 2004 was largely due to a non-cash adjustment of
$3,630,602 reflecting the issuance of stock for services, less a gain of $83,000
from the extinguishments from debt from the settlement of litigation against
Hudson. Other changes affecting net cash used by operating activities at June
30, 2004 included prepaid expenses of $209,283 and an increase of $384 in
other assets, offset by accounts payable and accrued liabilities of
$109,442 (including accrued liabilities to related persons of $220). The cash
utilized in operating activities during the year ended June 30, 2003 primarily
reflected non-cash adjustments of $27,717 resulting from the acquisition of VI,
the $200,000 loss provision described above, and $313,370 for the issuance of
common stock for services. Cash changes included a increase in prepaid expenses
of $13,300, offset by accounts payable and accrued liabilities of $60,185 and
related party payables of $148,147.


                                       11
<PAGE>

     The Company did not utilize cash for investing activities during either
fiscal 2004 or 2003. Financing activities provided $233,978 of cash to the
Company during the year ended June 30, 2004, consisting primarily of $100,000 in
proceeds from the issuance of common stock, $199,225 in borrowings on notes
payable, and $51,739 received on a subscription receivable, offset by a $117,000
payment on the note payable to Hudson. During the year ended June 30, 2003,
financing activities provided $61,000 of cash to the Company, consisting of
$25,000 in proceeds from the issuance of common stock and $39,102 received on a
subscription receivable, less $3,102 in offering costs.

     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 $3,695,026 for the year ended June 30, 2004.
Since inception, the Company has incurred a net loss of $4,464,999. Primarily as
a result of these recurring losses, Ohana's independent certified public
accountants modified their report on the June 30, 2004 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.

     On September 14, 2004, the Company executed the SPA with GCCC. The SPA
calls for the issuance by the Company of an aggregate of 200,000,000 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 200,000,000 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) $0.0025 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 June 30, 2005. GCCC has not yet
designated its representative on the Board of Directors. At September 14, 2004,
the Company had an aggregate of 152,553,778 shares of common stock outstanding
on a fully-diluted basis. 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.


                                       12
<PAGE>

     Management believes that the principals of GCCC will assist in finding
acquisition candidates for the Company, structuring such acquisitions and
effecting a transition to corporate growth. As part of this strategy, the
Company is currently evaluating the purchase of 100% of the assets of an
established 31 year-old California business valued at approximately $10 million.
The business is a leader in a niche market. The Company will soon begin to
conduct due diligence on this prospective acquisition to determine the viability
and value of its property and assets. Management believes that it will take
approximately four to five months to complete the due diligence process of this
specific acquisition candidate, which would include inventory testing, building
inspections and a complete three-year trailing audit of the candidate's
financial statements. There can be no assurance that the results of the due
diligence and audit will be satisfactory or that the acquisition will be
consummated, or that if consummated, the business will be successfully
integrated into the Company's operations. In the event that the acquisition does
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 OHANA'S BUSINESS

    OHANA 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. 2004, the Company had no cash or cash equivalents. Current
cash and cash equivalents are currently insufficient to meet anticipated cash
needs for working capital and capital expenditures. The Company therefore needs
to raise additional funds immediately. 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 200,000,000
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

     OHANA HAS ONLY A LIMITED OPERATING HISTORY. The Company has only a limited
operating history upon which can be based an evaluation of its prospects. Such
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered by companies seeking to 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 Ohana will successfully address these challenges.


                                       13
<PAGE>

     THE COMPANY HAS A HISTORY OF LOSSES, AND ITS INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS' REPORT DATED OCTOBER 11, 2004, INCLUDES AN EXPLANATORY PARAGRAPH
RELATING TO SUBSTANTIAL DOUBT AS TO OHANA'S ABILITY TO CONTINUE AS A GOING
CONCERN. Since the Company's inception in 2001, it has incurred substantial
losses from operations, resulting primarily from costs related to development of
its technology and building its infrastructure. Because Ohana 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, Ohana's losses will be significantly greater. The
Company may never achieve profitability. Primarily as a result of these
recurring losses, Ohana's independent certified public accountants modified
their report on the June 30, 2004 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, Ohana 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 Ohana, or that additional financing will be available at
all. If adequate funds are not available or are not available on acceptable
terms, the Company may not be able to 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.

     OHANA 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.

     Ohana is seeking an operating business or assets to acquire. Although it
has identified certain acquisition candidates, the Company has no binding
commitments to enter into or acquire a specific business opportunity. 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.

     THE COMPANY MAY BE UNABLE TO CONDUCT EXTENSIVE DUE DILIGENCE ON AN
ACQUISITION CANDIDATE.

     Ohana 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.


                                       14
<PAGE>


     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 OHANA 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. Ohana'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.

     OHANA 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 Ohana. 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 Ohana 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.

     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 Ohana's securities has been, and can be
expected to continue to be, highly volatile. Factors such as announcements by
the Company or others of technological innovations, new commercial products,
regulatory approvals or proprietary rights developments and competitive
developments all may have a significant impact on the Company's future business
prospects and market price of its securities.


                                       15
<PAGE>



RISKS RELATED TO OHANA'S STOCK

     SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT STOCKHOLDERS MAY ADVERSELY
AFFECT OUR STOCK PRICE.

     To date, we have had a limited trading volume in our common stock. As long
as this condition continues, the sale of a significant number of shares of
common stock at any particular time could be difficult to achieve at the market
prices prevailing immediately before such shares are offered. In addition, sales
of substantial amounts of common stock, including shares issued upon the
exercise of outstanding options and warrants, under Securities and Exchange
Commission Rule 144 or otherwise could adversely affect the prevailing market
price of our common stock and could impair our ability to raise capital at that
time through the sale of our securities. In the past, due to a shortage of cash
we have 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
Ohana'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.


                                       16
<PAGE>

     SOME OF THE INFORMATION IN THIS ANNUAL REPORT CONTAINS FORWARD-LOOKING
STATEMENTS.

     Some of the information in this annual 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 Ohana'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 7. FINANCIAL STATEMENTS

     Consolidated financial information relating to Ohana Enterprises, Inc., a
Delaware corporation ("Company") and its subsidiary, Visual Interviews, Inc., a
Nevada corporation, together with the report of Lucas, Horsfall, Murphy &
Pindroh, LLP dated October 11, 2004, required by this item are included as pages
F-1 to F-15 of this Form 10-KSB.


ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

     Not applicable.


ITEM 8A. CONTROLS AND PROCEDURES.

                                       17
<PAGE>

(a) Within 90 days prior to the filing date of this report, with the
participation of the Company's management, the Company's Chief Financial Officer
and acting Chief Executive Officer evaluated the effectiveness of the Company's
disclosure controls and procedures in accordance with Rule 13a-14 of the
Securities Exchange Act of 1934 (the "Exchange Act"). Based upon that
evaluation, the Chief Financial Officer and acting Chief Executive Officer
concluded that the Company's disclosure controls and procedures are effective in
providing reasonable assurance that information required to be disclosed by the
Company in reports that it files under the Exchange Act is recorded, processed,
summarized and reported within the time period specified in the Commission's
rules and procedures.

(b) Changes in Internal Controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation.

ITEM 8B.  OTHER INFORMATION.

     Not applicable.




                                    PART III

ITEM  9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The following persons were serving as our executive officers and directors
at June 30, 2004:

Name                         Age    Position(s) and Office(s)

Catherine Thompson           38     Acting CEO, CFO, Secretary and a Director
Michael Avatar               45     Director
--------------------------


     Catherine Thompson. Catherine Thompson has over 15 years of experience in
corporate finance, with a focus on entrepreneurial ventures. Ms. Thompson has
served as Chief Financial Officer and Secretary and as a member of the Board of
Directors since co-founding Ohana in October 2002. In May 1995 she co-founded,
and served as CFO and Secretary from May 1995 to February 1997 and again from
January 2000 - July 2001, V2Commerce Corp., a software development company
operating on the Application Service Provider model. From March 1997 to January
2000, Ms. Thompson was employed by Genetronics, Inc. as a strategic analyst,
where she actively worked with the CEO to create a spin-off corporation for the
company's dermatology product. Prior to Genetronics, Ms. Thompson was employed
for six years as Controller of a retail/wholesale jewelry company. Ms. Thompson
has a Masters of Science degree in Finance from San Diego State University and a
Bachelor of Business Administration degree in Finance from the University of
Texas at Austin. Ms. Thompson passed the CPA exam in 1989.

     Michael Avatar. Mr. Avatar has served as a member of Ohana's Board of
Directors since October 2002. Over the past two decades, Mr. Avatar has founded
and presided over several publicly traded telecommunications, entertainment and
technology companies. Mr. Avatar, an entrepreneur and marketer, founded
Independent Entertainment Group, which owned Action Pay-Per-View and Night
Action Network, that were ultimately sold to BET (Black Entertainment
Television. He also served as Founder/President of System 800 International,
Inc., which was the original service bureau and the first value added reseller
of inbound 800 services, becoming the largest customer of MCI, Sprint and AT&T
in this new niche market.


                                       18
<PAGE>



Committees of the Board of Directors

     Ohana currently has an Audit Committee. Michael Avatar serves as the Audit
Committee's sole member. The Audit Committee oversees the Company's financial
reporting processes and is responsible for reviewing the Company's financial
condition. Ohana does not currently have a Compensation Committee or any other
committee of the Board of Directors. In addition, the Company does not currently
have an "audit committee financial expert" as such term is defined in the
Securities Act, as its financial constraints have made it extremely difficult to
attract and retain qualified outside Board members. Management hopes to add
qualified independent members of the Board of Directors in 2005, depending upon
the Company's ability to reach and maintain financial stability.

Section 16(a) Beneficial Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and Directors, and persons who own more than ten percent
of a class of our capital stock, to file reports of ownership and changes in
their ownership with the Securities and Exchange Commission. These persons are
required to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on a review of the copies of such forms received by the
Company, management believes that during the year ended June 30, 2004, Messrs.
Smith, Martin and Weisman and Ms. Ford did not timely file Form 3s.

Code of Ethics:

     Ohana intends to adopt a code of ethics in fiscal 2005 that applies to its
principal executive officer, principal financial officer, principal accounting
officer or controller and other persons performing similar functions. Once
adopted, a copy of the code of ethics may be obtained free of charge by writing
to the Company. Ohana does not currently have a code of ethics as this is a new
regulatory requirement and management is examining the various form and contents
of other companies' written code of ethics and discussing the merits and meaning
of a code of ethics to determine the best form for the Company.


ITEM  10.         EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation for services
in all capacities awarded to, earned by or paid to the Company's Chief Executive
Officer or acting Chief Executive Officer (the "Named Executive Officers")
during the years ended June 30, 2002, 2003 and 2004. No other executive officer
received cash compensation in excess of $100,000 during these years.

Summary Compensation Table (1)


<TABLE>
<CAPTION>
                                                     Annual
                                                  Compensation                  Long-Term Compensation
                                                  ------------                  ----------------------
                                                  ------------
                                    Year Ended          Cash             Restricted Stock Awards      Registered Stock Awards
     Name and Principal Position     June 30,     Salary      Bonus      ($) (3)     # of Shares        ($)       # of Shares
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>         <C>       <C>         <C>               <C>         <C>
Catherine Thompson,
   Acting CEO and CFO (2)             2004          $--        $--      $ 17,000       1,000,000      $ 140,000      2,000,000
                                      2003          $--        $--      $  5,500       1,833,333      $  55,000        495,000
                                      2002          $--        $--      $     --              --      $      --             --

Brett Martin, CEO (4)                 2004          $--        $--      $ 23,800       1,400,000      $ 196,000      2,800,000

Neal Weisman, COO (5)                 2004          $--        $--      $ 22,100       1,300,000      $ 182,000      2,600,000

Linda Ford,
    VP of Marketing (6)               2004          $--        $--      $ 14,875         875,000      $ 122,500      1,750,000

Joe Smith, CEO (7)                    2004          $--        $--      $     --              --      $  27,500        110,000
</TABLE>


                                       19
<PAGE>

(1)  The columns for "Bonus", "Other Annual Compensation", "Securities
     underlying Options/SARs", "LTIP Payouts" and "All Other Compensation" have
     been omitted because there is no compensation required to be reported.

(2)  Ms. Thompson has served as Chief Financial Officer of the Company since
     October 2002, and as acting Chief Executive Officer since May 27, 2004.

(3)  Valued at the market value of Ohana's common stock at June 30, 2004.

(4)  Mr. Martin served as CEO from April 1 through May 27, 2004.

(5)  Mr. Weisman served as COO from April 1 through May 27, 2004.

(6)  Ms. Ford served as VP of Marketing from April 1 through May 27, 2004.

(7)  Mr. Smith served as CEO from October 1 through December 31, 2003.


     Ohana entered into consulting agreements with these and other executive
officers during the year ended June 30, 2004. Except for a consulting agreement
with Catherine Thompson, none of these agreements are still in effect. The terms
of these consulting agreements are as follows:

Catherine Thompson Consulting Agreements:
-----------------------------------------

Ohana entered into a consulting agreement with Catherine Thompson on March 3,
2004. The consulting agreement engaged Ms. Thompson to act as Chief Financial
Officer and Vice President of Finance to the Company for the term of April 1,
2004 through June 30, 2004 in conjunction with the acquisition of RestauranTech.
In consideration for these services to be provided, the Company agreed to pay a
total of $140,000 to Ms. Thompson through the issuance of an aggregate of
2,000,000 shares of the Company's common stock to be registered on Form S-8.
Ohana and Ms. Thompson entered into a second consulting contract for 1,000,000
shares of the Company's restricted common stock, valued at $70,000, for her
participation in public relations, investor relations, fundraising and other
financial related activities of the Company.

    On August 23, 2004, the Company entered into a consulting contract with Ms.
Catherine Thompson to continue acting as Chief Financial Officer and Vice
President of Finance to the Company through June 30, 2005. In consideration for
these services to be provided, the Company agreed to pay a total of $110,000 to
Ms. Thompson through the issuance of an aggregate of 14,666,666 shares of the
Company's common stock to be registered on Form S-8 and 7,333,334 shares of
restricted common stock for her involvement in financial related activities
including public relations, investor relations and fundraising. Said shares were
valued at $.005 per share. The contract also compensates Ms. Thompson her
services as CFO during the period of April 1, 2003 - March 31, 2004. In
consideration of the services provided during that period, the Company agreed to
pay a total of $110,000 to Ms. Thompson through the issuance of an aggregate of
1,052,857 shares of the Company's common stock to be registered on Form S-8 and
518,571 shares of restricted common stock; all shares valued at $.07 per share.
Ohana agreed to reimburse Ms. Thompson for out of pocket expenses incurred on
behalf of Ohana since inception in the amount of $27,952.03. Ms. Thompson agreed
to accept 11,180,812 shares of restricted common stock, par $.001, as payment.
The former stock issuances will eradicate $137,952.03 owed to Ms. Thompson as of
June 30, 2004 as listed on the Balance Sheet as Related party payables. Any
amounts owed to Ms. Thompson subsequent to June 30, 2004 are not included and
have not been reimbursed. Ms. Thompson has agreed to defer the issuance of the
restricted shares, 19,032,717 shares in aggregate, until such time as sufficient
authorized shares are available for issuance.



                                       20
<PAGE>


MICHAEL AVATAR CONSULTING AGREEMENT
-----------------------------------

     On August 23, 2004, the Company entered into a consulting contract with Mr.
Michael Avatar, a Director, to provide business development services to the
Company through June 30, 2005. Such services include but are not limited to the
development of strategic relationships, assistance with marketing and
distribution, and other business development functions as may be requested. In
consideration for these services to be provided, the Company agreed to pay a
total of $100,000 to Mr. Avatar through the issuance of an aggregate of
13,333,333 shares of the Company's common stock to be registered on Form S-8 and
6,666,666 shares of restricted common stock; said shares were valued at $.005
per share. The aforementioned compensation is not related to Mr. Avatar's
services as a Director.

Joe Smith Consulting Agreement:
-------------------------------

Ohana entered into a consulting agreement with Joe Smith on October 20, 2003.
The consulting agreement engaged Mr. Smith to act as Chief Executive Officer to
the Company for the term of October 1, 2003 through December 31, 2003. In
consideration for these services (provided and to be provided), the Company
agreed to pay a total of $27,500 to Mr. Smith through the issuance of an
aggregate of 220,000 shares of the Company's common stock.

Brett Martin Consulting Agreements:
-----------------------------------

Ohana entered into a consulting agreement with Brett Martin on March 3, 2004.
The consulting agreement engaged Mr. Martin to act as Chief Executive Officer to
the Company for the term of April 1, 2004 through June 30, 2004 in conjunction
with the acquisition of RestauranTech. In consideration for these services to be
provided, the Company agreed to pay a total of $196,000 to Mr. Martin through
the issuance of an aggregate of 2,800,000 shares of the Company's common stock
to be registered on Form S-8. Ohana and Mr. Martin entered into a second
consulting contract for 1,400,000 shares of the Company's restricted common
stock, valued at $98,000, for his participation in public relations, investor
relations, fundraising and other financial related activities of the Company.

Neal Weisman Consulting Agreements:
-----------------------------------

Ohana entered into a consulting agreement with Neal Weisman on March 3, 2004.
The consulting agreement engaged Mr. Weisman to act as Chief Operations Officer
to the Company for the term of April 1, 2004 through June 30, 2004 in
conjunction with the acquisition of RestauranTech. In consideration for these
services to be provided, the Company agreed to pay a total of $182,000 to Mr.
Weisman through the issuance of an aggregate of 2,600,000 shares of the
Company's common stock to be registered on Form S-8. Ohana and Mr. Weisman
entered into a second consulting contract for 1,300,000 shares of the Company's
restricted common stock, valued at $91,000, for his participation in public
relations, investor relations, fundraising and other financial related
activities of the Company.

Linda Ford Consulting Agreements:
---------------------------------

Ohana entered into a consulting agreement with Linda Ford on March 3, 2004. The
consulting agreement engaged Ms. Ford to act as Vice President of Marketing and
Sales Operations to the Company for the term of April 1, 2004 through June 30,
2004 in conjunction with the acquisition of RestauranTech. In consideration for
these services to be provided, the Company agreed to pay a total of $122,500 to
Ms. Ford through the issuance of an aggregate of 1,750,000 shares of the
Company's common stock to be registered on Form S-8. Ohana and Ms. Ford entered
into a second consulting contract for 875,000 shares of the Company's restricted
common stock, valued at $61,250, for his participation in public relations,
investor relations, fundraising and other financial related activities of the
Company.

     Option/SAR Grants in Last Fiscal Year

        No options or stock appreciation rights were granted to the Named
Executive Officers during the year ended June 30, 2004.


                                       21
<PAGE>


 Option Exercises and Year-End Option Values

        No options were exercised by the Named Executive Officers during the
year ended June 30, 2004, and at June 30, 2004, they did not hold any options to
purchase Ohana common stock.

        The Company does not currently have a stock option plan.


Compensation of Directors

     Directors who are also employees of Ohana receive no additional
compensation for serving on the Board. Non-employee directors are reimbursed for
all travel and other expenses incurred in connection with attending meetings of
the Board of Directors; however, as travel expenses to Board meetings were
minimal in fiscal 2004, Ohana did not compensate directors during the year ended
June 30, 2004.

Limitation of Liability and Indemnification

     The Company's Certificate of Incorporation and By-laws provide for
indemnification of Ohana's officers and directors to the fullest extent
permissible under Delaware law. The Company has not entered into indemnification
agreements with any of its officers or directors.

     The Company currently does not have directors' and officers' liability
insurance to defend and indemnify directors and officers who are subject to
claims made against them for their actions and omissions as directors and
officers. Ohana intends to purchase this insurance when funds are available.

     To the extent provisions of the Company's Certificate of Incorporation
provide for indemnification of directors for liabilities arising under the
Securities Act of 1933 or the Securities Exchange Act of 1934, those provisions
are, in the opinion of the Securities and Exchange Commission, against public
policy and therefore are unenforceable.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

     The following table sets forth information with respect to the beneficial
ownership of the Company's common stock as of September 17, 2004, by each person
or group of affiliated persons who management knows beneficially owned 5% or
more of Ohana's common stock, each of the Company's directors, and all of its
directors and executive officers as a group.

     Unless otherwise indicated in the footnotes to the table, the following
individuals have sole vesting and sole investment control with respect to the
shares they beneficially own. The amount of shares owned by each shareholder in
the following table was calculated pursuant to Rule 13d-3(d) of the Exchange
Act. Under Rule 13d-3(d), shares not outstanding which are subject to options,
warrants, rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage owned by
each other person listed. The total number of outstanding shares of common stock
at September 17, 2004, was 388,823,300.


                                 Number of Shares         Percentage of
Name and Address (1)            Beneficially Owned       Outstanding Shares
--------------------            ------------------       ------------------

GarcyCo Capital Corp.              200,000,000                 51.4%
56 Beaver Street
New York, NY  10004

Catherine Thompson                  18,831,608                  4.8%

Michael Avatar                      20,355,999                  5.2%

All officers and directors          39,187,607                 10.0%
as a group (two persons)

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

(1)  Unless otherwise stated, the address of all persons in the chart is c/o
     Ohana Enterprises, Inc., 23852 Pacific Coast Hwy. #167, Malibu, California
     90265.

                                       22
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The following describes transactions to which the Company was or is a party
and in which any of the Company's directors, officers, or significant
stockholders, or members of the immediate family of any of the foregoing
persons, had or has a direct or indirect material interest.

     The Company has entered into consulting agreements with Catherine Thompson,
its Acting Chief Executive Officer and Chief Financial Officer and Michael
Avatar, a Director. See "Item 10 - Executive Compensation".

     The Company is obligated to pay $10,000 to Isaac Simmons and Kathryn A.
Christmann, parents of Catherine Thompson, as reimbursement for legal fees paid
in the litigation against Hudson.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

NUMBER    DESCRIPTION
------   -----------------------------------------------------

2.1      Stock Purchase Agreement date August 27, 2002 by and among Hudson
         Consulting Group, Inc., a Nevada corporation, and each of Isaac P.
         Simmons, Kathryn A. Christmann, Gerard Nolan, David Cronshaw,
         Interactive Ideas, Jonathan Thomas, and Phillip Crawford (1)

2.2      Stock Pledge Agreement date August 27, 2002 by and among Hudson
         Consulting Group, Inc., a Nevada corporation ("Secured Party"), and
         each of Isaac P. Simmons, Kathryn A. Christmann, Gerard Nolan, David
         Cronshaw, Interactive Ideas, Jonathan Thomas, and Phillip Crawford
         (each a "Pledgor" and collectively "Pledgors"), and Silicon Valley Law
         Group, a law corporation ("Pledgeholder")(1)

2.3      Stock Purchase Agreement and Plan of Reorganization dated August 27,
         2002, by and among Torchmail Communications, Inc., a Delaware
         corporation, Virtual Interviews, a Nevada corporation, and each of the
         Shareholders of VI as listed on the signature page (1)

2.4      Agreement and Plan of Reorganization dated March 18, 2004 by and among
         RestauranTech, a California corporation, and Ohana Enterprises, Inc., a
         Delaware corporation. (2)

2.5      Amendment to Agreement and Plan of Reorganization dated March 29, 2004.

2.6      Rescission Agreement, dated May 27, 2004, by and between the Company
         and Interactive Ideas Consulting Group. (3)


                                       23
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (Continued)


2.7      Convertible Promissory Note, dated May 27, 2004. (3)


10.01    Consulting Agreements, dated December 18, 2002 and January 3, 2003,
         respectively, by and between Gerard Nolan and the Registrant. (4)

10.02    Consulting Agreements, dated December 18, 2002 and January 3, 2003,
         respectively, by and between Catherine Thompson and the Registrant. (4)

10.03    Consulting Agreements, dated December 18, 2002 and January 3, 2003,
         respectively, by and between David Cronshaw and the Registrant. (4)

10.04    Amendment to Consulting Agreement Dated December 18, 2002, By and
         Between Gerard Nolan. (4)

10.05    Amendment to Consulting Agreement Dated December 18, 2002, By and
         Between Catherine Thompson and the Registrant. (4)

10.06    Amendment to Consulting Agreement Dated December 18, 2002, By and
         Between David Cronshaw and the Registrant. (4)

10.07    Consulting Agreement, dated August 25, 2003, by and between Interactive
         Ideas Consulting Group and the Registrant. (5)

10.08    Amendment to Consulting Agreement, dated as of January 2,2004, by and
         between Interactive Ideas Consulting Group and the Registrant. (5)

10.09    Letter Agreement, dated February 13, 2004 with the Law Offices of David
         L. Kagel. (5)

10.10    Compensation Agreement dated as of February 18, 2004, by and between
         David L. Kagel Esq. and the Registrant. (5)

10.11    Consulting Agreement dated January 2, 2004 by and between 808
         Technologies, Inc. and the Registrant. (5)

10.12    Consulting Agreement, dated March 3, 2004, by and between Linda Ford
         and the Registrant. (6)

10.13    Consulting Agreement, dated March 15, 2004, by and between Interactive
         Ideas Consulting Group and the Registrant. (6)

10.14    Consulting Agreement, dated March 10, 2004, by and between Lindy
         Livingstone and the Registrant. (6)

10.15    Consulting Agreement, dated March 1, 2004 by and between Manuel Designs
         and the Registrant. (6)

                                       24
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (Continued)

10.16    Consulting Agreement, dated March 1, 2004 by and between Brett Martin
         and the Registrant. (6)

10.17    Consulting Agreement, dated March 1, 2004 by and between Manuel Designs
         and the Registrant. (6)

10.18    Consulting Agreement, dated March 1, 2004, by and between Chad
         Meisenger and the Registrant. (6)

10.18(a) Consulting Agreement, dated March 1, 2004, by and between Chad
         Meisenger and the Registrant. (6)

10.19    Consulting Agreement, dated March 1, 2004, by and between Belcourt &
         Associates and the Registrant. (6)

10.20    Consulting Agreement, dated March 3, 2004, by and between Catherine
         Thompson and the Registrant. (6)

10.21    Consulting Agreement, dated March 3, 2004, by and between Neal Weisman
         and the Registrant (6)

 31.1    Certification of Chief Financial Officer and Acting Chief Executive
         Officer.

 32.1    Section 1350 Certification.

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

(1)      Incorporated by reference to that certain Annual Report on Form 10KSB
         filed with the Commission on October 14, 2003.

(2)      Incorporated by reference to that certain Current Report on Form 8-K
         filed with the Commission on April 2, 2004.

(3)      Incorporated by reference that certain Current Report on Form 8-K filed
         with the Commission on June 3, 2004.

(4)      Incorporated by reference to that certain Registration Statement on
         Form S-8 (File No. 333-106053) filed with the Commission on June 12,
         2003.

(5)      Incorporated by reference to that certain Registration Statement on
         Form S-8 (File No. 333-113014) filed with the Commission on February
         23, 2004.

(6)      Incorporated by reference to that certain Registration Statement on
         Form S-8 (File No. 333- 116427) filed with the Commission on June 14,
         2004.


(b) Reports on Form 8-K

NUMBER   DESCRIPTION
------   -----------------------------------------------------


                                       25
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (Continued)

(1)      On April 2, 2004, the Company filed a Current Report on Form 8-K
         relating to Item 1, Changes in Control of Registrant, and Item 2,
         Acquisition or Disposition of Assets, pertaining to the acquisition of
         100% of the outstanding stock of RestauranTech. An amended Current
         Report on Form 8-K/A relating to Item 1, Changes in Control of
         Registrant, and Item 2, Acquisition or Disposition of Assets,
         pertaining to the rescission of the acquisition was filed on June 3,
         2004.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

     For the fiscal years ended June 30, 2004 and 2003, the Company's
independent auditors billed an aggregate of $39,365 and $24,875, respectively,
for professional audit services rendered to the Company for the audit of the
Company's annual financial statements and review of quarterly financial
statements. No tax or other services were provided by the independent auditors.

     The following table shows the aggregate fees billed to Ohana for
professional services by Lucas, Horsfall, Murphy, & Pindroh, LLP, our
independent auditors, for the years ended June 30, 2004 and 2003:


                                       26
<PAGE>
                                          2004           2003
                                      -----------   -------------
Audit Fees                            $   39,365        $ 24,875
Audit-Related Fees                    $       -0-       $     -0-
Tax Fees                              $       -0-       $     -0-
All Other Fees                        $       -0-       $     -0-
                                      -----------   -------------
   TOTAL                              $   39,365        $ 24,875

     Audit Fees. This category includes the aggregate fee billed for
professional services rendered for the audits of Ohana's financial statements
for the years ended June 30, 2004 and 2003, for the reviews of the financial
statements included in the Company's quarterly reports on Form 10-QSB during
fiscal 2004 and 2003, and for other services that are normally provided by the
independent auditors in connection with statutory and regulatory filings or
engagements for the relevant fiscal years.

     Audit-Related Fees. This category includes the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
independent auditors that are reasonably related to the performance of the
audits or reviews of the financial statements and are not reported above under
"Audit Fees," and generally would consist of fees for other engagements under
professional auditing standards, accounting and reporting consultations,
internal control-related matters, and audits of employee benefit plans.

     Tax Fees. This category includes the aggregate fees billed in each of the
last two fiscal years for professional services rendered by the independent
auditors for tax compliance, tax planning and tax advice.

     All Other Fees. This category includes the aggregate fees billed in each of
the last two fiscal years for products and services provided by the independent
auditors that are not reported above under "Audit Fees," "Audit-Related Fees,"
or "Tax Fees."

     In the past, the Board of Directors has reviewed and approved the fees to
be paid to the auditors. Such fees have been based upon the complexity of the
matters in question and the time incurred by the auditors. Management believes
that the fees negotiated in the past with the auditors were reasonable in the
circumstances and would be comparable to fees charged by other auditors
providing similar services.




                                       27
<PAGE>


                                   SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on October 13, 2004.


OHAHA ENTERPRISES, INC.


  /s/ Catherine Thompson
------------------------
     Catherine Thompson
     Chief Financial Officer


                                POWER OF ATTORNEY

     Each person whose signature appears below authorizes Catherine Thompson to
execute in the name of each such person who is then an officer or director of
the registrant, and to file, any amendments to this Annual Report on Form 10-KSB
necessary or advisable to enable the registrant to comply with the Securities
Exchange Act of 1934 and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, which amendments may make
such changes in such Report as such attorney-in-fact may deem appropriate.

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.


Signature                             Title                       Date
------------------              --------------------       -----------------

/s/ Catherine Thompson
----------------------
Catherine Thompson              Chief Financial Officer    October 13, 2004
                                And a Director



/s/ Michael Avatar
----------------------
Michael Avatar                  Director                   October 13, 2004




                                       28
<PAGE>







                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2004

                   (with Independent Auditors' Report Thereon)


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                   Pages
                                                                  -------

Independent Auditors' Report                                         F-1

Consolidated Balance Sheet                                           F-2

Consolidated Statements of Operations                                F-3

Consolidated Statements of Stockholders' Equity (Deficit)            F-4

Consolidated Statements of Cash Flows                                F-7

Notes to Consolidated Financial Statements                           F-8




<PAGE>




                          INDEPENDENT AUDITORS' REPORT


To the Stockholders
Ohana Enterprises, Inc. and Subsidiary
Malibu, CA

We have audited the accompanying consolidated balance sheet of Ohana
Enterprises, Inc. and Subsidiary (the "Company") (a Development Stage Company)
as of June 30, 2004 and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for each of the two years in the
period ended June 30, 2004 and from July 1, 2001 (inception) to June 30, 2004.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referenced to above
present fairly, in all material respects, the consolidated financial position of
the Company as of June 30, 2004, and the consolidated results of their
operations and cash flows for each of the two years in the period then ended and
from July 1, 2001 (inception) to June 30, 2004, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As shown in the financial
statements, the Company incurred a net loss of $3,695,026 during the year ended
June 30, 2004, and as of that date, had an accumulated deficit of $4,464,999. As
described in Note 2 to the financial statements, the Company's management is
attempting to raise additional capital through various means, the success of
which is uncertain. Thus, the condition of the Company raises substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


/s/ Lucas, Horsfall, Murphy & Pindroh, LLP


Pasadena, California
October 11, 2004
                                       F-1


<PAGE>


                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                  June 30, 2004
<TABLE>
<CAPTION>


                                     ASSETS

CURRENT ASSETS
<S>                                                                        <C>
     Prepaid expenses                                                      $   302,582
     Other assets                                                                  384

                                                                           -----------
            Total Current Assets                                               302,966
                                                                           -----------
TOTAL ASSETS                                                               $   302,966
                                                                           ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                              $   191,650
     Accrued liabilities - related parties                                     148,367
     Bank overdraft                                                                 14
     Notes payable with accrued interest                                        41,926
     Note payable with accrued interest - IICG                                 161,192
                                                                           -----------
          Total Current Liabilities                                            543,149
                                                                           -----------
STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred stock, $.001 par value, 10,000,000 shares authorized
           Issued and outstanding: nil
     Common stock, $.001 par value, 400,000,000 shares authorized
           75,392,275 shares issued and outstanding                             75,393
     Additional paid-in-capital                                              4,149,423
     Accumulated deficit in the development stage                           (4,464,999)
                                                                           -----------
          Total Stockholders' Equity (Deficit)                                (240,183)
                                                                           -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                       $   302,966
                                                                           ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       F-2



<PAGE>



                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
                      Consolidated Statements of Operations
            For the Years Ended June 30, 2004 and 2003 and the period
                          July 1, 2001 to June 30, 2004

<TABLE>
<CAPTION>

                                                                            July 1, 2001
                                                                           (inception) to
                                                2004            2003        June 30, 2004
                                            ------------    ------------    ------------
<S>                                         <C>             <C>             <C>
General and administrative expenses         $  3,701,108    $    516,495    $  4,271,081
                                            ------------    ------------    ------------
Loss from continuing operations               (3,701,108)       (516,495)     (4,271,081)
                                            ------------    ------------    ------------
Other income and expenses
     Gain from extinguishment of debt             83,000            --            83,000
     Interest expense                             (3,893)           --            (3,893)
                                            ------------    ------------    ------------
Net loss from continuing operations after
other income and expenses                     (3,622,001)       (516,495)     (4,191,974)

Discontinued operations
     Loss on disposal of Visual
Interviews,
     Inc., less applicable taxes                 (73,025)           --           (73,025)
                                            ------------    ------------    ------------

Provision for loss on related party notes
receivable                                          --          (200,000)       (200,000)
                                            ------------    ------------    ------------
     Net Loss                               $ (3,695,026)   $   (716,495)   $ (4,464,999)
                                            ============    ============    ============
Basic and weighted average number of
common shares outstanding                     39,625,283      10,946,102
                                            ============    ============
Net Loss per common share
     Basic                                  $       (.09)   $       (.07)
                                            ============    ============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      F-3


<PAGE>



                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)


<TABLE>
<CAPTION>
                                                                        Additional     Stock
                                             No. of                     Paid-in-    Subscription    Accumulated
                                             Shares        Amount       Capital      Receivable      Deficit         Total
                                           -----------    ---------     ----------   -----------    ----------    -----------
<S>                                        <C>             <C>          <C>             <C>          <C>           <C>
Balance, July 1, 2001                              --      $    --      $       --      $    --      $     --      $       --

Issuance of Common Stock for
services:
   November 30, 2001 at $.30 per share           69,667           70          21,087         --            --            21,157
   May 31, 2002 at $.30 per share                18,345           19           5,484         --            --             5,503
   June 30, 2002 at $.30 per share                3,000            3             897         --            --               900

Sale of Common Stock
   November 30, 2001 at $.30 per share            2,833            3             847         (850)         --              --

Net Loss                                                                                                (53,478)        (53,478)
                                           ------------    ---------    ------------    ---------    ----------    ------------
Balance, June 30, 2002                           93,845           95          28,315         (850)      (53,478)        (25,918)

Issuance of Common Stock for
  services:
     October 7, 2002 at $.30 per share            2,400            2             718         --            --               720
     October 7, 2002 at $.003 per share       9,216,667        9,217          18,433         --            --            27,650
     November 21, 2002 at $.06 per share        800,000          800          49,200         --            --            50,000
     January 28, 2003 at $.10 per share       1,000,000        1,000          99,000         --            --           100,000
     March 14, 2003 at $.125 per share          800,000          800          99,200         --            --           100,000
     March 19, 2003 at $.15 per share           300,000          300          44,700         --            --            45,000
     March 24, 2003 at $.15 per share           100,000          100          14,900         --            --            15,000
     June 27, 2003 at $.50 per share             50,000           50          24,950         --            --            25,000

Issuance of Common Stock for assumption
  of payables:
     October 7, 2002 at $.20 per share           71,631           72           1,361         --            --             1,433

Issuance of Common Stock for subscription
   receivable:
     April 23, 2003 at $.20 per share,
     net of offering cost of $6,604             471,720          472          87,268      (87,740)         --              --

Payment received on subscription
   receivable:
     June 18, 2003                                                                         36,000                        36,000

Effect of Merger
     October 18, 2002                         3,523,375        3,522          (3,522)        --            --              --

Sale of Common Stock
     January 21, 2003 at $.125                  200,000          200          24,800         --            --            25,000

Payment on related parties subscription
   receivable:
     December 31, 2002                             --           --              --            850          --               850

Net Loss                                           --           --              --           --        (716,495)       (716,495)
                                           ------------    ---------    ------------    ---------    ----------    ------------
Balances, June 30, 2003                      16,629,638       16,630         489,323      (51,740)     (769,973)       (315,760)
</TABLE>


Continued on F-5

          See accompanying notes to consolidated financial statements.

                                       F-4


<PAGE>

                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
       Consolidated Statements of Stockholders' Equity (Deficit) Continued



<TABLE>
<CAPTION>
                                                                         Additional     Stock
                                                No. of                    Paid-in-    Subscription    Accumulated
                                                Shares      Amount        Capital      Receivable       Deficit         Total
                                              -----------  ---------     ----------   -----------     ------------    -----------
<S>                                          <C>           <C>           <C>           <C>            <C>            <C>
Balance, June 30, 2003                        16,629,638       16,630        489,323      (51,740)      (769,973)      (315,760)

Issuance of Common Stock for
services:
     July 9, 2003 at $.21 per share               41,667           42          8,708         --             --            8,750
     July 16, 2003 at $.50 per share              30,000           30         14,970         --             --           15,000
     August 6, 2003 at $.10 per share            550,000          550         54,450         --             --           55,000
     August 6, 2003 at $.20 per share            100,000          100         19,900         --             --           20,000
     September 29, 2003 at $.09 per share        100,000          100          8,900         --             --            9,000
     September 29, 2003 at $.10 per share        275,000          275         27,225         --             --           27,500
     September 29, 2003 at $.125 per share       225,000          225         27,900         --             --           28,125
     October 21, 2003 at $.0514 per share        350,000          350         17,650         --             --           18,000
     October 21, 2003 at $.0505 per share        385,000          385         19,445         --             --           19,830
     October 21, 2003 at $.06 per share          700,000          700         41,300         --             --           42,000
     October 21, 2003 at $.068 per share       1,100,000        1,100         73,900         --             --           75,000
     October 21, 2003 at $.085 per share       1,176,470        1,176         98,824         --             --          100,000
     October 21, 2003 at $.125 per share         320,000          320         39,680         --             --           40,000
     October 28, 2003 at $.06 per share          990,000          990         58,410         --             --           59,400
     November 4, 2003 at $.0505 per share      1,100,000        1,100         54,070         --             --           55,170
     November 7, 2003 at $.0606 per share        495,000          495         29,505         --             --           30,000
     November 19, 2003 at $.05 per share         750,000          750         36,750         --             --           37,500
     December 18, 2003 at $.04 per share          50,000           50          1,950         --             --            2,000
     December 18, 2003 at $.0404 per share       495,000          495         19,505         --             --           20,000
     December 22, 2003 at $.08 per share         495,000          495         39,105         --             --           39,600
     January 5, 2004 at $.067 per share        1,485,000        1,485         98,515         --             --          100,000
     January 5, 2004 at $.07 per share         1,290,000        1,290         89,010         --             --           90,300
     January 21, 2004 at $.10 per share        1,485,000        1,485        147,015         --             --          148,500
     January 21, 2004 at $.13 per share          495,000          495         63,855         --             --           64,350
     January 27, 2004 at $.10 per share        1,980,000        1,980        196,020         --             --          198,000
     February 12, 2004 at $.10 per share       1,600,000        1,600        158,400         --             --          160,000
     February 26, 2004 at $.08 per share         990,000          990         78,210         --             --           79,200
     February 26, 2004 at $.105 per share        742,500          743         77,220         --             --           77,963
     February 27, 2004 at $.08 per share       1,000,000        1,000         79,000         --             --           80,000
     March 4, 2004 at $.07 per share          16,460,000       16,460      1,135,740         --             --        1,152,200
     March 15, 2004 at $.06 per share          3,521,000        3,521        207,739         --             --          211,260
     March 15, 2004 at .075 per share          1,743,000        1,743        128,982         --             --          130,725
     March 25, 2004 at $.07 per share          1,865,000        1,865        128,685         --             --          130,550
     March 25, 2004 at $.075 per share         2,200,000        2,200        162,800         --             --          165,000
     March 25, 2004 at $.08 per share          2,446,000        2,446        193,234         --             --          195,680
     April 8, 2004 at $.07 per share             107,000          107          7,393         --             --            7,500

Cancellation of Common Stock for services:
     July 8, 2003 at $.50 per share              (50,000)         (50)       (24,950)        --             --          (25,000)
     November 6, 2003 at $.10 per share          (50,000)         (50)        (4,950)        --             --           (5,000)
     November 6, 2003 at $.20 per share         (100,000)        (100)       (19,900)        --             --          (20,000)
     January 26, 2003 at $.125 per share        (100,000)        (100)       (12,400)        --             --          (12,500)

Exercise of Option on Common Stock:
     February 26, 2004 at $.01 per share      10,000,000       10,000         90,000         --             --          100,000
</TABLE>


Continued on F-6

          See accompanying notes to consolidated financial statements.

                                       F-5


<PAGE>

                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
       Consolidated Statements of Stockholders' Equity (Deficit) Continued




<TABLE>
<CAPTION>
                                                                        Additional     Stock
                                              No. of                     Paid-in-    Subscription    Accumulated
                                              Shares        Amount       Capital      Receivable      Deficit         Total
                                            -----------    ---------     ----------   -----------    ----------    -----------
<S>                                          <C>             <C>          <C>             <C>          <C>           <C>
Payment on subscription receivable
     July 8, 2003                                --             --             --           40,000          --           40,000
     January 26, 2004, cancellation of
        Common Stock at $.157 per share       (75,000)           (75)       (11,665)        11,740          --             --

Net Loss                                         --             --             --             --      (3,695,026)    (3,695,026)
                                          -----------    -----------    -----------    -----------   -----------    -----------
Balance, June 30, 2004                     75,392,275    $    75,393    $ 4,149,423           --     $(4,464,999)   $  (240,183)
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       F-6


<PAGE>





                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
            For the Years Ended June 30, 2004 and 2003 and the Period
                 from July 1, 2001 (inception) to June 30, 2004


<TABLE>
<CAPTION>
                                                                                        From Inception
                                                                                        (July 1, 2001)
                                                                                               to
                                                               2004           2003       June 30, 2004
                                                            -----------    -----------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                         <C>            <C>            <C>
     Net Loss                                               $(3,695,026)   $  (716,495)   $(4,464,999)
     Adjustments to reconcile net loss to net provided by
          Operating activities
     Non-cash adjustments:
          Effect of Merger                                         --          (27,717)       (27,717)
          Provision for loss on receivable
           received in merger                                      --          200,000        200,000
          Issuance of stock for services                      3,630,602        313,370      3,971,532
          Gain from extinguishment of debt                      (83,000)          --          (83,000)
     Changes in:
          Accounts receivable                                      (384)          --             (384)
          Prepaid expenses                                     (209,283)       (13,300)      (222,583)
          Accounts payable and accrued liabilities              109,442         60,185        195,545
          Accrued liabilities - related parties                     220        148,147        148,367
                                                            -----------    -----------    -----------
               NET CASH USED BY OPERATING ACTIVITIES           (247,429)       (35,810)      (283,239)
                                                            -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Bank overdraft                                                  14           --               14
     Payment received on subscription receivable                 40,000         39,102         79,102
     Notes payable                                              199,225           --          199,225
     Proceeds from sale of common stock                         100,000         25,000        125,000
     Offering costs                                                --           (3,102)        (3,102)
     Payment on Note Payable  - Hudson Consulting              (117,000)          --         (117,000)
                                                            -----------    -----------    -----------
               NET CASH PROVIDED BY FINANCING ACTIVITIES        222,239         61,000        283,239
                                                            -----------    -----------    -----------
NET CHANGE IN CASH                                              (25,190)        25,190           --

CASH, beginning of year                                          25,190           --             --
                                                            -----------    -----------    -----------
CASH, end of year                                                  --      $    25,190           --

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
   ACTIVITIES:
     Issuance of common stock for services                  $ 3,328,527    $   363,370
                                                            ===========    ===========
     Issuance of common stock for prepaid expenses          $   302,075
                                                            ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-7

<PAGE>




                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


1. NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business
-------------------------

Ohana Enterprises, Inc. and Subsidiary, 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.

As of June 30, 2004, Ohana Enterprises has discontinued operations of its
wholly-owned subsidiary, Visual Interviews, Inc. In October 2003, the Company
suspended all development of the Visual Interviews technology and products. The
VI business plan required significant operating expenses in order to develop and
expand its business model, its technology, and its operations, as well as to
respond to unanticipated competitive pressures. VI did not have a source of
operating capital as it was still in the development stage. The Company began to
pursue potential opportunities for acquisition or merger that would contribute
an operating business to Ohana.

The Company is seeking to identify an operational business opportunity for
acquisition to provide long term growth for its shareholders. We are currently
evaluating the purchase of 100% of the assets of an established 31 year-old
California business valued at approximately $10 million. The business is a
leader in a niche market. The Company will soon begin to conduct due diligence
on this prospective acquisition to determine the viability and value of its
property and assets. Management believes that it will take approximately four to
five months to complete the due diligence process of this specific acquisition
candidate, which would include inventory testing, building inspections and a
complete three-year trailing audit of the candidate's financial statements.
There can be no assurance that the results of the due diligence and audit will
be satisfactory or that the acquisition will be consummated, or that if
consummated, the business will be successfully integrated into the Company's
operations.

Business Recapitalization and Restatement
-----------------------------------------

On October 18, 2002, all of the outstanding capital stock of Virtual Interviews,
Inc. was acquired by Torchmail Communications, Inc. (Torchmail). In connection
with this transaction, all of the outstanding shares of Virtual Interviews,
Inc., were exchanged for 93,845 shares of Torchmail with Torchmail as the
surviving corporation, which changed its name to Ohana Enterprises, Inc. The
acquisition has been treated as a reverse acquisition and a recapitalization of
Ohana Enterprises, Inc. for accounting and financial statement reporting
purposes. The Company's operating subsidiary has since changed its name to
Visual Interviews, Inc.

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of Ohana Enterprises,
Inc. and its wholly-owned subsidiary, VI. As of June 30, 2004, Ohana has
discontinued operations of VI and has recognized a loss of $73,025. Significant
intercompany accounts have been eliminated.



                                       F-8


<PAGE>



                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


1.   NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     (Continued)

Stock Based Compensation
------------------------

In December 2002 the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS No. 123. This
Statement amends SFAS No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation from the intrinsic value based method of accounting
prescribed by APB No. 25. In addition, this Statement amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.
Under the provisions of SFAS No. 148, companies that choose to adopt the
accounting provisions of SFAS No. 123 will be permitted to select from three
transition methods: Prospective method, Modified Prospective method and
Retroactive Restatement method. The transition and annual disclosure provisions
of SFAS No. 148 are effective for the fiscal years ending after December 15,
2002. The Company has reviewed SFAS 148 and its adoption did not have a material
effect on its consolidated financial statements.

Valuation of the Company's Common Stock
---------------------------------------

Unless otherwise disclosed, all stock based transactions entered into by the
Company have been valued at fair value of the consideration received or at the
market value of the Company's common stock on the date the transaction was
entered into.

Stock  Split
------------

The Board of Directors declared a one hundred-to-one reverse stock split
effective October 7, 2002. All per-share amount and number of shares outstanding
in this report have been restated retroactively.

Earnings (Loss) Per Share
-------------------------

Basic earnings (loss) per share excludes any dilutive effects of options,
warrants and convertible securities. Basic earnings (loss) per share is computed
using the weighted-average number of common shares outstanding during the
period. Diluted earnings per share is computed using the weighted-average number
of common and common stock equivalent shares outstanding during the period.
Common equivalent shares are excluded from the computation if their effect is
antidilutive. Currently no common stock equivalents are outstanding.

Fair  Value  of  Financial  Instruments
---------------------------------------

The carrying amounts of cash, prepaid expenses,  accounts
payable and notes payable approximate fair value because of the short
maturity of these items.

                                       F-9



<PAGE>

                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements

1.   NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     (Continued)

Statement of Cash Flows
-----------------------

For the purpose of the statement of cash flows, cash includes amounts "on-hand"
and amounts deposited with financial institutions.

Use of Estimates in Preparation of Financial Statements
-------------------------------------------------------

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets, liabilities, revenue, expenses and
disclosure of contingent assets and liabilities to prepare these financial
statements in accordance with accounting principles generally accepted in the
United States of America. Accordingly, actual results may differ from those
estimates.

Recently Issued Accounting Pronouncements
-----------------------------------------

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of SFAS Statement No. 13, and Technical Corrections
("SFAS 145"). This statement rescinds the requirement in SFAS No. 4, Reporting
Gains and Losses from Extinguishment of Debt, that material gains and losses on
the extinguishment of debt be treated as extraordinary items. The statement also
amends SFAS No. 13, Accounting for Leases, to eliminate an inconsistency between
the accounting for sale-leaseback transactions and the accounting for certain
lease modifications that have economic effects that are similar to
sale-leaseback transactions. The standard makes a number of consequential and
other technical corrections to other standards. The provisions of the statement
relating to the rescission of SFAS 4 are effective for fiscal years beginning
after May 15, 2002. Provisions of the statement relating to the amendment of
SFAS 13 are effective for transactions occurring after May 15, 2002 and the
other provisions of the statement are effective for financial statements issued
on or after May 15, 2002. The Company has reviewed SFAS 145 and its adoption did
not have a material effect on its consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146, Accounting for Exit or Disposal
Activities ("SFAS 146"). SFAS 146 applies to costs associated with an exit
activity (including restructuring) or with a disposal of long-lived assets.
Those activities can include eliminating or reducing product lines, terminating
employees and contracts, and relocating plant facilities or personnel. SFAS 146
will require a Company to disclose information about its exit and disposal
activities, the related costs, and changes in those costs in the notes to the
interim and annual financial statements that include the period in which an exit
activity is initiated and in any subsequent period until the activity is
completed. SFAS 146 supersedes Emerging Issues Task Force Issue No. 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring), and
requires liabilities associated with exit and disposal activities to be expensed
as incurred and can be measured at fair value. SFAS 146 is effective
prospectively for exit or disposal activities initiated after December 31, 2002,
with earlier adoption encouraged. The Company has reviewed SFAS 146 and its
adoption did not have a material effect on its consolidated financial
statements.



                                      F-10

<PAGE>

                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements

2. GOING CONCERN AND MANAGEMENT PLANS

The Company has not had any revenues and has experienced operating losses since
inception primarily caused by its continued development and marketing costs. As
shown in the accompanying financial statements, the Company incurred a net loss
of $3,695,026 for the year ended June 30, 2004 and as of June 30, 2004 has an
accumulated deficit of $4,464,999. Those factors create an uncertainty and raise
substantial doubt about the Company's ability to continue as a going concern.
Management of the Company intends to pursue various means of obtaining
additional capital and has entered into an agreement with GarcyCo Capital Corp.
as of September 14, 2004 for aggregate consideration of $500,000 in exchange for
a minimum of 200,000,000 shares of Ohana common stock. See "Subsequent Events -
Note 12". 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, acquiring or merging with another business entity, developing
significant revenues and ultimately attaining profitable operations.

3. SUBSCRIPTION RECEIVABLES

On or about April 23, 2003, the Company entered into a subscription agreement
with an underwriter. The agreement was for the underwriter to sell 1,500,000
shares at $0.20 per share. The underwriter sold 221,590 shares on June 10, 2003
and 250,130 shares on July 3, 2003. The agreement includes a commission to be
received by the underwriter in return for selling the shares. The underwriter
contract expired on July 23, 2003, with 1,028,280 remaining shares to be sold.
As of the expiration of the contract, the unpaid balance from the underwriter
was $11,740. The remaining unsold shares were cancelled by the Company on August
6, 2003. On January 26, 2004 the underwriter returned 75,000 shares of Company
common stock previously issued for business plan consulting services to cancel
the $11,740 balance owed on the underwriting contract.


4. INCOME TAXES

Income taxes are provided pursuant to SFAS No. 109 Accounting for Income Taxes.
This statement requires the use of an asset and liability approach for financial
reporting for income taxes. If it is more likely than not that some portion or
all of a deferred tax asset will not be realized, a valuation allowance is
recognized. Accordingly, as the realization and use of the net operating loss
carryforward is not probable at June 30, 2004, the tax benefit of the loss
carryforward is offset by a valuation allowance of the same amount.

The composition of the Company's deferred tax assets and the tax effects of
temporary differences and carryforwards that give rise to deferred assets are as
follows:

Deferred tax assets:
  Net operating loss carryforwards   $ 1,024,727
                                     -----------

  Gross deferred tax assets            1,024,727
  Valuation allowance                 (1,024,727)
                                     -----------

Net deferred tax assets              $      --
                                     ===========

                                      F-11

<PAGE>

                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements

4. INCOME TAXES (Continued)

The components of deferred income tax expense (benefit) were as follows:

Temporary differences:
  Net operating loss carryforward   $ 857,931
  Increase in valuation allowance    (857,931)
                                    ---------

                                    $      --
                                    =========

No provision for income taxes has been recorded for the periods ended June 30,
2004, 2003 and 2002, as the Company has incurred losses during those periods.

The Company has approximately $857,931 of federal and $428,666 of state net loss
carryforwards available to reduce future federal and state tax liabilities which
will begin to expire in 2022 and 2013, respectively.

5. RELATED PARTY PAYABLES

The Company owes a total of $138,367 to management and consultants as
reimbursement for expenses incurred during the development phase of operations.
See "Note 12 - Subsequent Events". The Company is obligated to pay $10,000 to
Isaac Simmons and Kathryn A. Christmann, parents of Catherine Thompson, as
reimbursement for legal fees paid in the litigation against Hudson. These are
non-interest bearing obligations of the Company.

6. NOTE PAYABLE - HUDSON CONSULTING GROUP

During the quarter ended March 31, 2004, the Company settled the note payable to
Hudson Consulting for $117,000 and realized a non-cash gain of $83,000, included
in the statement of operations as extinguishment of debt. The Company raised the
funds necessary to settle the note payable from the sale of 10,000,000 shares of
restricted common stock for $0.01 per share, which raised funds of $100,000.
Additionally, the Company utilized $17,000 obtained from a line-of-credit which
matures on June 30, 2004. See "Note 7 - Notes Payable with Accrued Interest".

7. NOTES PAYABLE WITH ACCRUED INTEREST

The Company obtained financing in the form of a line-of-credit for up to
$30,000, which matures on June 30, 2004. Interest accrues at 20% per annum and
is payable on or before June 30, 2004. The Company, at its discretion, can
either pay the line-of-credit with cash or with the issuance of restricted
common stock at a discount of 30% to the average bid price for the last 10 days
prior to conversion. The outstanding balance on the line-of-credit, including
interest payable, at June 30, 2004, is $31,224. The Note was converted into
Company Common Stock on July 27, 2004. See "Note 12 - Subsequent Events".

The Company entered into a second agreement with the same party above described
for a second line-of-credit for up to $15,000. Interest accrues at 12% per annum
and is payable on or before September 30, 2004. Similar to the previously
described note payable, the Company, at its discretion, can either pay the
line-of-credit with cash or with the issuance of restricted common stock at a
discount of 30% to the average bid price for the last 10 days prior to
conversion. The outstanding balance on the second line-of-credit, including
interest payable, at June 30, 2004, is $10,229. The Company intends to satisfy
the obligation with the issuance of common stock, however, as of the date of
this filing, no payment has been made or requested.


                                      F-12


<PAGE>

                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements

8. 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.

9. MANAGEMENT EMPLOYMENT CONTRACTS

The Company, from time to time, enters into consulting agreements with members
of Company management. As of June 30, 2004 there are no contracts in effect for
management. See "Note 12 - Subsequent Events".

10. LOSS FROM DISCONTINUED OPERATIONS OF VISUAL INTERVIEWS, LESS APPLICABLE
TAXES

In October 2003, the Company suspended all development of the VI technology and
products due to financial constraints and the proposed acquisition of
RestauranTech. As of June 30, 2004, the Company has discontinued all development
activities for its VI subsidiary. The estimated loss is calculated below:

<TABLE>
<CAPTION>

<S>                                                                      <C>
Income from continuing operations before provision for income taxes      $     --

Discontinued Operations:
     Loss on disposal of VI including operating losses during phaseout
        period of $ 89,375 and gain on forgiveness of debt of $16,350     (73,025)
                                                                         --------

Net Loss                                                                 $(73,025)
                                                                         ========
</TABLE>

11.   LITIGATION

The Company filed a Complaint in the Superior Court of the State of California
for the County of

                                      F-13

<PAGE>

                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


11. LITIGATION (Continued)

Los Angeles against its former CEO, Gerard Nolan, on March 19, 2004 alleging
claims of breach of fiduciary duty, fraud and deceit, and conversion, and
seeking damages. On September 22, 2004, the Company and Mr. Nolan executed a
settlement agreement and general release, and Mr. Nolan assigned to the Company
all rights and ownership to an aggregate of 810,000 shares of Ohana common stock
previously issued to him and registered pursuant to a registration statement on
Form S-8 under the Securities Act of 1933, as amended.

12. SUBSEQUENT EVENTS

Since June 2004, the Company has renewed its search for an operating
business or assets for acquisition. This search gained momentum in September
2004, due in part to 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 200,000,000 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 200,000,000 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) $0.0025 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 June 30, 2005. GCCC has not yet
designated its representative on the Board of Directors. At September 14, 2004,
the Company had an aggregate of 152,553,778 shares of common stock outstanding
on a fully-diluted basis. 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.

Management believes that the principals of GCCC will assist in finding
acquisition candidates for the Company, structuring such acquisitions and
effecting a transition to corporate growth. As part of this strategy, the
Company is currently evaluating the purchase of 100% of the assets of an
established 31 year-old California business valued at approximately $10 million.
The business is a leader in a niche market. The Company will soon begin to
conduct due diligence on this prospective acquisition to determine the viability
and value of its property and assets. Management believes that it will take
approximately four to five months to complete the due diligence process of this
specific acquisition candidate, which would include inventory testing, building
inspections and a complete three-year trailing audit of the candidate's
financial statements. There can be no assurance that the results of the due
diligence and audit will be satisfactory or that the acquisition will be
consummated, or that if consummated, the business will be successfully
integrated into the Company's operations.

On August 23, 2004, the Company entered into a consulting contract with Ms.
Catherine Thompson to continue acting as Chief Financial Officer and Vice
President of Finance to the Company through June 30, 2005. In consideration for
these services to be provided, the Company agreed to pay a total of $110,000 to
Ms. Thompson through the issuance of an aggregate of 14,666,666 shares of the
Company's common stock

                                      F-14
<PAGE>

                     Ohana Enterprises, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements


12. SUBSEQUENT EVENTS (Continued)

to be registered on Form S-8 and 7,333,334 shares of restricted common stock for
her involvement in financial related activities including public relations,
investor relations and fundraising. Said shares were valued at $.005 per share.
The contract also compensates Ms. Thompson her services as CFO during the period
of April 1, 2003 - March 31, 2004. In consideration of the services provided
during that period, the Company agreed to pay a total of $110,000 to Ms.
Thompson through the issuance of an aggregate of 1,052,857 shares of the
Company's common stock to be registered on Form S-8 and 518,571 shares of
restricted common stock; all shares valued at $.07 per share. Ohana agreed to
reimburse Ms. Thompson for out of pocket expenses incurred on behalf of Ohana
since inception in the amount of $27,952 Ms. Thompson agreed to accept
11,180,812 shares of restricted common stock, par $.001, as payment. The former
stock issuances will eradicate $137,952 owed to Ms. Thompson as of June 30, 2004
as listed on the Balance Sheet in Related party payables. Any amounts owed to
Ms. Thompson subsequent to June 30, 2004 are not included and have not been
reimbursed. Ms. Thompson has agreed to defer the issuance of the restricted
shares, 19,032,717 shares in aggregate, to accommodate for the authorized number
of shares that may be issued.

On August 23, 2004, the Company entered into a consulting contract with Mr.
Michael Avatar, a Director, to provide business development services to the
Company through June 30, 2005. Such services include but are not limited to the
development of strategic relationships, assistance with marketing and
distribution, and other business development functions as may be requested. In
consideration for these services to be provided, the Company agreed to pay a
total of $100,000 to Mr. Avatar through the issuance of an aggregate of
13,333,333 shares of the Company's common stock to be registered on Form S-8 and
6,666,666 shares of restricted common stock; said shares were valued at $.005
per share. The aforementioned compensation is not related to Mr. Avatar's
services as a Director.

On September 22, 2004 the Company and Gerard Nolan, former CEO and President of
Ohana and its wholly-owned subsidiary, Visual Interviews, executed a settlement
agreement and general release in which Mr. Nolan assigned all rights and
ownership to an aggregate of 810,000 shares of Ohana common stock previously
issued to him and registered pursuant to a registration statement on Form S-8
under the Securities Act of 1933, as amended. The Company had filed a Complaint
in the Superior Court of the State of California for the County of Los Angeles
against Mr. Nolan on March 19, 2004.

                                      F-15