SECURITIES
      AND
      EXCHANGE COMMISSION


WASHINGTON,
      D.C.
      20549





FORM
      10-KSB






[
                X ]
            ANNUAL REPORT PURSUANT
              TO
              SECTION 13 OR 15 (d) OF THE SECURITIES
              EXCHANGE
                ACT
                OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30,
                2005


[  
                   ]
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 FOR
          THE
          TRANSITION PERIOD FROM ___________ TO ___________
 
 COMMISSION
          FILE
          NUMBER 001-07894
  --------------------------
  VINOBLE,
            INC.
 -
                    - - - - - -
                    - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                    - - - -
                    -
 (Exact
          name of
          registrant as specified in its charter)





Delaware
              -------------------------------
            95-2312900
              ------------------------------------(State
                or
                Other Jurisdiction of
              Incorporation
                or Organization)
            (I.R.S.
                Employer Identification No.)







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


(310)
          456-3199
  (Issuer's
          telephone
          number)
 Securities
        registered pursuant to Section 12 (b) of the Act: NONE
 
 Securities
        registered pursuant to Section 12 (g) of the Act: COMMON STOCK,
  Title
                  of each
                  class
              Name
                  of each
                  exchange on which registeredCommon
                  stock,
                  $0.001 par value
              Over-the-Counter
                  Bulletin Board
 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. [   ]
 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. $1,377,200.
 
 The
              number of
              outstanding shares of the issuer's common stock, $0.001 par value,
 as
              of September 20, 2005 was 38,581,798.
 
 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 ]


TABLE
      OF
      CONTENTS







PART
                I
            PAGE




Item 1.
            Description of
              Business
            1Item 2.
            Description of
              Property
            7Item 3.
            Legal
              Proceedings
            7Item 4.
            Submission of Matters
              to
              a Vote of Security Holders
            7




PART
                  II
  Item 5
              Market for Common Equity;
                  Related
                  Stockholder Matters and Small Business   Purchases
                  of Equity
                  Securities
              7Item 6.
              Management's Discussion
                and Analysis or Plan of Operation
              9Item 7.
              Financial
                Statements
              19Item
                8.
              Changes in and Disagreements
                  With
                  Accountants on
                Accounting and Financial
                  Disclosure
              19Item
                8A.
              Controls
                and
                Procedures
              19Item
                8B.
              Other
                Information
              19




PART
                    III
  Item 9
                Directors and Executive
                    Officers
                19Item 10.
                Executive
                  Compensation
                21Item 11.
                Security Ownership of Certain
                    Beneficial Owners and Management
                  and Related Stockholder
                    Matters
                23Item 12.
                Certain
                    Relationships and Related Transactions
                24Item
                  13.
                Exhibits
                  and
                  Reports on Form 8-K
                24Item
                  14.
                Principal
                  Accountant Fees and Services
                26Signatures
                
                27
  
 PART
          I
 
 
 ITEM
          1. DESCRIPTION
          OF BUSINESS
 
 BACKGROUND
 
 As
          used in this Annual Report on Form 10-KSB, the terms "Company" or "Vinoble"
          refer to Vinoble, Inc., a Delaware corporation, and its predecessors, Ohana
          Enterprises, Inc. (“Ohana”), a Delaware corporation, and its subsidiary Visual
          Interviews (“VI”), a Nevada corporation, and Torchmail Communications, Inc.
          ("Torchmail"), a Delaware corporation, 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 (18,476 shares)
          to
          Hudson Consulting Group, Inc. ("Hudson"), a Nevada corporation and subsidiary
          of
          Axia Group, Inc., a public company, for $120,000 in cash.
 
 On
          January 24, 2001, Erly merged with 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
          300 shares issued and outstanding. On June 15, 2001, the Company issued
          1,000
          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.
 
 VI
          was incorporated in Nevada to provide services and products within the
          market
          segment of human resource professional services and outsourcing. On October
          18,
          2002, certain shareholders of VI (the "Purchasers") purchased an aggregate
          of
          5,824 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 $100,000 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 18,769 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 shares 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 24,393
          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.
 
 On
          January 16, 2003, the Company notified Hudson of the Company's intent to
          offset
          payments due to Hudson under the Note Payable, 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
  1


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 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 the Company
      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
      the Company was 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 1,620 shares
      of Vinoble 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 “Securities Act”).





In
      October 2003, due to a shortage of capital, the Company suspended all
      development of the VI technology and products. The discontinued operations
      of VI
      were written off and the loss accounted for as of June 30, 2004. The Company
      continued to pursue potential opportunities for acquisition or merger that
      would
      contribute an operating business within a reasonably foreseeable time.





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 3,400 shares of the Company's Series A Convertible Preferred Stock
      (the "Series A Preferred Stock"). An additional 1,000 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.





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 5,600 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 2,800 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 5,200 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 2,600 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. Messrs.
      Weisman and Martin were also elected to the Company’s Board of Directors
      effective April 1, 2004.





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


2







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. As of the date
      of
      this filing, no payments have been made on the Note. The Company has not
      converted the Note and IICG has not requested a conversion. The Company believes
      that there is a sufficient basis on which to dispute the amounts of principal
      and interest of the Note.





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





As
      part of the consideration for the SPA, GCCC was given the right to elect one
      Board Member and agreed to retain Catherine Thompson and Michael Avatar on
      the
      Board of Directors and as consultants through the fiscal year ended June 30,
      2005. GCCC subsequently extended the directorship term for both Ms. Thompson
      and
      Mr. Avatar through December 31, 2007. GCCC had designated Joseph Lively as
      its
      representative on the Board of Directors, but Mr. Lively has not accepted the
      position. It is unknown at this time if Mr. Lively will participate on the
      Board
      of Directors of Vinoble or if GCCC will designate a new representative.





As
      of December 31,
      2004, the Company had received $50,000 of the first installment due on October
      15, 2004 and $3,800 to be applied to the next installment of $50,000 due on
      March 31, 2005. The installments due on March 31, June 30 and September 30,
      2005
      were all delinquent; however, as of October 10, 2005 they all have been paid
      in
      full. As of October 10, 2005, the Company has received an


3







aggregate
      of
      $205,562 from GCCC for the issuance to GCCC of an aggregate of 2,357,857 shares
      of common stock (including an additional 1,957,857 shares issued pursuant to
      the
      price calculation terms of the SPA). In addition, the Company has issued
      3,271,536 shares to date, at a value of $0.09 per share, to restore the equity
      of the escrow account to $ 294,438.





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





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




On
      December 29, 2004, Vinoble entered into non-binding agreements for the
      acquisitions of 100% of the assets of 21 st Sentry Monitoring
      Systems, Inc., a traditional fire and burglar alarm company, and 100% of the
      assets of MSI, a company offering security services to the retail sector.
      Although management discussions are ongoing, no definitive agreements have
      been
      made as of the date hereof.






Joseph
      Lively was
      appointed Chief Executive Officer of Vinoble effective on February 11,
      2005.  However, in May 2005, Mr. Lively resigned from that position
      to
      alleviate some of the financial burden to the Company.  Thomas Welch
      declined his appointment as Chief Operating Officer which was also to be
      effective on February 11, 2005. The Company had previously entered into
      non-binding Memoranda of Understanding to acquire Secure Enterprise Solutions,
      Inc., WISE Learning Solutions, Inc. and Welch & Welch Investigations, Inc.,
      each of which is owned by Mr. Welch. Consequently, the Company and Mr. Welch
      will not pursue definitive agreements for those acquisitions.






The
      Company is
      focusing its efforts on the acquisition of assets, businesses, and strategic
      partners in the Wireless Asset Tracking sub-sector of Homeland Security. The
      Company anticipates the need for the convergence and use of Radio Frequency
      Identification ("RFID"), Satellite Communications such as Global Positioning
      Systems ("GPS") and other technologies such as Biometrics as a solution for
      safeguarding physical and human assets.




The
      Company
      believes that the first test of such applications should come in the mining
      and
      oil and gas industries where advanced technologies are needed to track personnel
      and equipment, as well as to monitor the safety of product, equipment and human
      assets. RFID and GPS technologies may be valuable tools that may offer
      protection of our country's natural resources and commodities against threat.
      Preservation of these materials and fuels is important to the safety of U.S.
      industry and economy.




4









Real-time
      and
      current data are helpful to ensure protection of the mine environment and its
      integrity. However, the safety of the assets is not the only cause for such
      implementation; asset management and productivity also assist in maintaining
      the
      effectiveness of the mine. Advanced RFID applications can increase efficiency
      by
      collecting and updating a variety of information on personnel, equipment, and
      product both rapidly and accurately. RF based technology can also create a
      detection zone to discriminate between what is allowed to proceed past a certain
      point such as selected materials to be processed (wood, metal, biological
      substance, etc.) or various objects in transit. Biometric technology converged
      with RFID can ensure the safe transit of materials by only the authorized
      handler, and limit the entry of personnel to specific locations. Further,
      environmental sensors can be integrated to allow continuous automatic monitoring
      of dangerous gases and conditions.






Vinoble
      also
      intends to offer products and services that will assist in the automation of
      the
      identification and control of equipment, assets, tools, and the related
      processes used in the oil and gas industry. RFID sensors can monitor machines
      and equipment to detect possible problems before they become serious. Sensors
      can also deliver safety features within oil wells. Oil may be trapped in
      different layers of rock, along with gas and water. Detection of specific
      liquids can assist equipment in operating within a precise moment to ensure
      that
      certain adverse conditions do not occur, such as a well filling with water.






Similar
      to RF
      applications for the mining industry, RFID can also provide the safe transit
      of
      materials by only the authorized handler, and limit the entry of personnel
      to
      specific locations. Ensuring personnel safety is essential, should there be
      an
      emergency at a facility, RFID tags would enable the customer to track and
      evaluate its employee's safety and/or danger. This application technology
      requires product and hardware that can operate in harsh and potentially
      hazardous conditions while providing valuable information regarding safety
      of
      the resources and assets that are vital to the customer. RFID can also assist
      the customer's supply chain by tracking oil, gas, and chemical products from
      extraction to refining to the sale at the retail level.




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




The
      Hazard Lake
      Property is approximately 355 hectares and lies within the Birch-Uchi Greenstone
      Belt of the western Uchi Subprovince of NW Ontario. The most significant
      mineralization discovered on the Hazard Lake property to date is at the
      Northgate and Milberry occurrences. The Northgate tested with one hole
      intersecting 0.4 ounces per ton Au over 3.3 feet at 500 feet deep. The Red
      Lake
      district is a well known mining camp based on Archaean greenstone rocks which
      contains Placer Dome's old Campbell mine and Goldcorp's Red Lake mine which
      is
      described as the lowest cost, highest grade mine in the world. The
      mineralization at the Milberry Occurrence is believed to be the extension of
      the
      Hill-Sloan-Tivy vein north of the property. The vein can be traced for a length
      of 228 meters. Drilling on the Milberry Occurrence has returned assays up to
      107.31 g/t Au over 0.91 meters, 151.54 g/t over 0.67 meters, 81.94 g/t over
      .76
      meters, and 44.29 g/t Au over .91 meters.




The
      Company also
      has entered into a non-binding agreement with Sun Oil and Gas Corp. on September
      9, 2005,  to
      purchase a
      minority interest in an oil producing property is located in southwest Louisiana
      in the Lafourche Parish. The Company sees this transaction as an opportunity
      to
      enter into the Oil and Gas Sector at a cost that is approachable. Moreover,
      this
      opportunity will allow Vinoble to


5







participate
      in a
      venture that will not only provide the Company an ability to test and
      demonstrate RFID and GPS applications, but may also offer potential profitable
      returns.




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.
      On the
      consummation of a transaction, it is possible 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.





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.





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




6







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.








ITEM
      2. DESCRIPTION
      OF PROPERTY





As
      set forth above, the Company has signed the Hazard Agreement to acquire the
      Hazard Lake property in Ontario, Canada .








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 1,620 shares of Vinoble common stock previously
      issued to him and registered pursuant to a registration statement on Form S-8
      under the Securities Act








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





Not
      applicable.





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 "VNBL". 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.





7







COMMON
        STOCK
  Period
              
              
              High
              
              
              LowFiscal
                  2005----------------First
                  Quarter
              
              $
              18.00
              
              $
              0.25Second
                  Quarter
              
              $
              4.50
              
              $
              0.25Third
                  Quarter
              
              $
              1.01
              
              $
              0.11Fourth
                  Quarter
              
              $
              0.38
              
              $
              0.06Fiscal
                  2004----------------First
                  Quarter
              
              $
              150.00
              
              $
              35.00Second
                  Quarter
              
              $
              80.00
              
              $
              20.00Third
                  Quarter
              
              $
              100.00
              
              $
              32.50Fourth
                  Quarter
              
              $
              45.00
              
              $
              9.00




On
        September 20, 2005, the high and low bid prices of the Company's common stock
        on
        the Bulletin Board were $.09 and $.084 per share, respectively, and there
        were
        approximately 1,151 holders of record of the common stock. At September 20,
        2005, the Company had 38,581,798 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, 2005, 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, 2004 and March 31, 2005. 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 2005, the Company issued an aggregate of 217,671
        shares of common stock to consultants in consideration for services provided
        and
        to be provided to the Company with an aggregate adjusted value of $679,395.
        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 2005, the Company issued an aggregate of 3,245,400
        shares of common stock to consultants in consideration for services provided
        and
        to be provided to the Company with an aggregate adjusted value of $874,578.
        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
 8


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 2005, the Company issued an aggregate of 3,100,000
      shares of common stock to consultants in consideration for services provided
      and
      to be provided to the Company with an aggregate adjusted value of $1,400,000.
      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 2005, the Company issued an aggregate of 8,775,166
      shares of common stock to consultants in consideration for services provided
      and
      to be provided to the Company with an aggregate value of $970,500. 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.








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





In
      September 2004, the Company consummated a significant investment by
      a strategic
      partner, entering into the SPA with GCCC .
      The SPA calls for
      the issuance by the Company of an aggregate of 400,000 shares of common stock
      to
      GCCC in consideration of the payment of $500,000 in cash. The Company is to
      receive the funds in $50,000 increments each quarter, beginning October 15,
      2004. The 400,000 shares were to be held in escrow by the Company and delivered
      on a pro-rata basis within 10 days of receipt of each installment. As of
      September 14, 2004, the 400,000 shares issued to GCCC equaled approximately
      56.7% of the Company’s issued and outstanding common stock. All shares are
      restricted within the meaning of Rule 144 under the Securities Act and must
      be
      held indefinitely unless subsequently registered or qualified for exemption.
      The
      SPA includes a provision that




9







the
      purchase price
      per share, and therefore the number of shares to be delivered at the time of
      each installment payment, will be calculated for each installment at the lesser
      of: (a) $1.25 or (b) a 37.5% discount to the 10 day trailing closing price
      of
      the Company's common stock at the time of each payment. Therefore, it is
      possible that the Company would have to issue additional shares of common stock
      to meet its contractual commitment to GCCC.





As
      part of the consideration for the SPA, GCCC was given the right to elect one
      Board Member and agreed to retain Catherine Thompson and Michael Avatar on
      the
      Board of Directors and as consultants through the fiscal year ended June 30,
      2005. GCCC subsequently extended the directorship term for both Ms. Thompson
      and
      Mr. Avatar through December 31, 2007. GCCC had designated Joseph Lively as
      its
      representative on the Board of Directors, but Mr. Lively has not accepted the
      position. It is unknown at this time if Mr. Lively will participate on the
      Board
      of Directors of Vinoble or if GCCC will designate a new representative.





As
      of December 31,
      2004, the Company had received $50,000 of the first installment due on October
      15, 2004 and $3,800 to be applied to the next installment of $50,000 due on
      March 31, 2005. The installments due on March 31, June 30 and September 30,
      2005
      were all delinquent; however, as of October 10, 2005 they all have been paid
      in
      full. As of October 10, 2005, the Company has received an aggregate of $205,562
      from GCCC for the issuance to GCCC of an aggregate of 2,357,857 shares of common
      stock (including an additional 1,957,857 shares issued pursuant to the price
      calculation terms of the SPA). In addition, the Company has issued 3,271,536
      shares to date, at a value of $0.09 per share, to restore the equity of the
      escrow account to $ 294,438.




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





The
      principals of
      GCCC are assisting in finding acquisition candidates for the Company,
      structuring such acquisitions and effecting a transition to corporate growth.





On
      December 29, 2004, Vinoble entered into non-binding agreements for the
      acquisitions of 100% of the assets of 21 st Sentry Monitoring
      Systems, Inc. ("Sentry"), Inc. and 100% of the assets of MSI, a business which
      offers physical security services in the retail sector. Although management
      discussions are ongoing, no definitive agreements have been made as of the
      date
      of this filing. Vinoble is exploring other relationship structures with Sentry
      and MSI as an alternate path toward acquisition.




Consummation
      of the
      Sentry and MSI acquisitions is dependent on several factors, including but
      not
      limited to the satisfactory completion of due diligence, and the negotiation
      of
      definitive acquisition agreements. There can be no assurance that either
      acquisition will be consummated successfully. While




10









management
      is
      engaged in ongoing discussions regarding its relationships with each Sentry
      and
      MSI, there can be no assurance that any such relationship will be agreed upon
      to
      the satisfactory terms of both parties.






The
      Company is
      focusing its efforts on the acquisition of assets, businesses, and strategic
      partners in the Wireless Asset Tracking sub-sector of Homeland Security. The
      Company anticipates the need for the convergence and use of Radio Frequency
      Identification ("RFID"), Satellite Communications such as Global Positioning
      Systems ("GPS") and other technologies such as Biometrics as a solution for
      safeguarding physical and human assets.




The
      Company
      believes that the first test of such applications should come in the mining
      and
      oil and gas industries where advanced technologies are needed to track personnel
      and equipment, as well as to monitor the safety of product, equipment and human
      assets. RFID and GPS technologies may be valuable tools that may offer
      protection of our country's natural resources and commodities against threat.
      Preservation of these materials and fuels is important to the safety of U.S.
      industry and economy.





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




The
      Hazard Lake
      Property is approximately 355 hectares and lies within the Birch-Uchi Greenstone
      Belt of the western Uchi Subprovince of NW Ontario. The most significant
      mineralization discovered on the Hazard Lake property to date is at the
      Northgate and Milberry occurrences. The Northgate tested with one hole
      intersecting 0.4 ounces per ton Au over 3.3 feet at 500 feet deep. The Red
      Lake
      district is a well known mining camp based on Archaean greenstone rocks which
      contains Placer Dome's old Campbell mine and Goldcorp's Red Lake mine which
      is
      described as the lowest cost, highest grade mine in the world. The
      mineralization at the Milberry Occurrence is believed to be the extension of
      the
      Hill-Sloan-Tivy vein north of the property. The vein can be traced for a length
      of 228 meters. Drilling on the Milberry Occurrence has returned assays up to
      107.31 g/t Au over 0.91 meters, 151.54 g/t over 0.67 meters, 81.94 g/t over
      .76
      meters, and 44.29 g/t Au over .91 meters.






The
      Company also
      has entered into a non-binding agreement with Sun Oil and Gas Corp. on September
      9, 2005,  to
      purchase a
      minority interest in an oil producing property is located in southwest Louisiana
      in the Lafourche Parish. The Company sees this transaction as an opportunity
      to
      enter into the Oil and Gas Sector at a cost that is approachable. Moreover,
      this
      opportunity will allow Vinoble to participate in a venture that will not only
      provide the Company an ability to test and demonstrate RFID and GPS
      applications, but may also offer potential profitable
      returns.




There
      can be no
      assurance that the results of the audits and due diligence will be satisfactory
      or that the acquisitions will be consummated, or that if consummated, the
      businesses will be successfully integrated into the Company's operations.







RESULTS
      OF
      OPERATIONS





Year
      Ended June 30,
      2005 Compared To Year Ended June 30, 2004





Revenues.
      The
      Company did not generate any revenue in the fiscal years ended June 30, 2005
      and




11







2004.
      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, less applicable taxes, of $73,025. The Company has been
      in
      the development stage since July 2001.





General
      and
      Administrative Expenses. The Company incurred $9,433,485 in general and
      administrative expenses for the year ended June 30, 2005, compared to $3,701,108
      in general and administrative expenses for the year ended June 30, 2004. The
      significant increase in general and administrative expense for the year ended
      June 30, 2005 was due to $5,515,613 of expense for the commitment for the
      issuance of 100 shares of Series A Preferred stock and 100 shares of Series
      B
      Preferred stock as an inducement for the Agreement and Plan of Reorganization
      with GCCC. Additionally, the Company realized an expense of $3,571,806 related
      to the issuance of an aggregate of 11,571,570 shares of common stock to
      employees and consultants
      in lieu
      of cash compensation. At June 30, 2005, 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, 2004, similar non-cash
      compensation equaled $3,328,527 for the issuance of an aggregate of 98,275
      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, 2005.





Gain
      from
      Settlement of Lawsuit. In the year ended June 30, 2005, the Company settled
      litigation with Gerard Nolan, the former President and CEO of the Company and
      VI. Per the terms of the settlement agreement, Mr. Nolan assigned to the Company
      all rights and ownership to an aggregate of 1,620 shares of Vinoble common
      stock
      with an aggregate value of $90,000 and released the Company from its obligation
      of $415 for expenses that he paid on behalf of the Company. No such gain was
      recognized in the year ended June 30, 2004.





Interest
      Expense.
      The Company incurred $12,561 in interest expense for the year ended June 30,
      2005 from short-term borrowings compared to $3,893 for the year ended June
      30,
      2004. The increase is primarily related to the $160,000 principal balance on
      the
      Note owed to IICG,





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 Vinoble common
      stock.





Net
      Loss. As a
      result of the foregoing factors, the Company's net loss increased to $9,355,631
      for the year ended June 30, 2005, compared to a net loss of $3,695,026 for
      the
      year ended June 30, 2004. The net loss (basic and diluted) per share was $0.98
      and $46.62, for the respective years ended June 30, 2005 and


2004.





LIQUIDITY
      AND
      CAPITAL RESOURCES





The
      Company has an
      immediate need for capital. At June 30, 2005, and at June 30, 2004, the Company
      had virtually no cash or cash equivalents. The Company utilized $63,766 in
      net
      cash for operating activities during the year ended June 30, 2005, compared
      with
      $247,429 during the year ended June 30, 2004. The cash utilized in operating
      activities during the year ended June 30, 2005, was primarily due to non-cash
      adjustments in the amounts of $3,777,805 and $5,515,613 reflecting the issuance
      of




12







common
      stock for
      services and the commitment for the issuance of preferred stock as a cost of
      inducement. Other non-cash adjustments affecting cash flow from operating
      activities for the year ended June 30, 2005, include a gain from the settlement
      of a lawsuit in the amount of $90,415, the issuance of common stock for accrued
      liabilities owed to related parties of $175,034, the issuance of common stock
      for notes payable with accrued interest in the amount of $42,372 and the
      issuance of subscribed common stock in the amount of $13,184. 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 gained by operating activities at June 30, 2005, included
      increases in prepaid expenses of $94,085 and in accrued liabilities - related
      parties of $90,850, offset by increases in accounts
      payable
      and accrued liabilities of $34,300 and in accrued interest of $8,908. Other
      changes affecting net cash gained by operating activities at June 30, 2004,
      included increases in accounts receivable of $384 and in prepaid expenses of
      $209,282, offset by increases in accounts payable and accrued liabilities of
      $109,442 and in accrued liabilities - related parties of $220.





The
      Company did not
      utilize cash for investing activities during either fiscal 2005 or 2004.
      Financing activities contributed $63,803 in cash during the year ended June
      30,
      2005, consisting primarily of $103,042 in proceeds from payments received on
      subscribed stock offset by the payments made on notes payable of $39,225. During
      the year ended June 30, 2004, financing activities contributed $222,239 in
      cash
      resulting from $199,225 in borrowings from notes payable, $100,000 in proceeds
      from the sale of common stock, and $40,000 received for subscribed stock, offset
      by a $117,000 payment on the note payable to Hudson.





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
      $9,355,631 for the year ended June 30, 2005. Since
      inception,
      the Company has incurred a net loss of $13,820,630. Primarily as a result of
      these recurring losses, Vinoble’s independent certified public accountants
      modified their report on the June 30, 2005 financial statements to include
      an
      uncertainty paragraph wherein they expressed substantial doubt about the
      Company's ability to continue as a going concern. Management of the Company
      is
      actively seeking additional capital; however, there can be no assurance that
      such financing will be available on terms favorable to the Company, or at all.
      The financial statements do not include any adjustments that might be necessary
      if the Company is unable to continue as a going concern. Continuation of the
      Company as a going concern is dependent on the Company continuing to raise
      capital, developing significant revenues and ultimately attaining profitable
      operations.





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


13







amounts
      of
      principal and interest of the Note. As of the date of this filing the Company
      has not converted the Note and IICG has not requested a conversion.





On
      September 14, 2004, the Company executed the SPA with GCCC. The SPA calls for
      the issuance by the Company of an aggregate of 400,000 shares


of
      common stock to GCCC in consideration of the payment of $500,000 in cash. The
      Company is to receive
      the funds
      in $50,000 increments each quarter, beginning October 15, 2004. The 400,000
      shares will be held in escrow by the Company and delivered on a pro-rata basis
      within 10 days of receipt of each installment. All shares are restricted within
      the meaning of Rule 144 under the Securities Act and must be held indefinitely
      unless subsequently registered or qualified for exemption. The SPA includes
      a
      provision


that
      the purchase
      price per share, and therefore the number of shares to be delivered at the
      time
      of each installment payment, will be calculated for each installment at the
      lesser of: (a) $1.25 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. At September
      14, 2004, the Company had an aggregate of 305,108 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. As of the date of this filing, the Company has received
      an
      aggregate of $205,562 in financing from the SPA to date and we have delivered
      2,357,857 shares of common stock as calculated using method (b) described above.
      Additionally, the Company has issued 3,271,536 restricted shares at $ .09 per
      share to restore the equity of the escrow account to $ 294,438.





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, on December 29, 2004, Vinoble
      entered into non-binding agreements for the acquisitions of 100% of the assets
      of 21 st Sentry Monitoring
      Systems, Inc. ("Sentry"), Inc. and 100% of the assets of MSI. Although
      management discussions are ongoing, no definitive agreements have been made
      as
      of the date of this filing. Vinoble is exploring other relationship structures
      with Sentry and MSI as an alternate path toward acquisition.





Consummation
      of the
      Sentry and MSI acquisitions is dependent on several factors, including but
      not
      limited to the satisfactory completion of due diligence, and the negotiation
      of
      definitive acquisition agreements. There can be no assurance that either
      acquisition will be consummated successfully or that if consummated, the
      business will be successfully integrated into the Company's operations. In
      the
      event that neither of the acquisitions materialize, the Company will continue
      to
      seek other opportunities.








RISKS
      AND
      UNCERTAINTIES





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





RISKS
      RELATING TO
      VINOBLE'S BUSINESS





VINBOLE
      NEEDS
      SIGNIFICANT ADDITIONAL CAPITAL. The Company currently has no income producing
      operations or assets and may have limited access to additional capital. At
      June
      30, 2005, the Company had virtually no cash or cash equivalents. Current cash
      and cash equivalents are currently insufficient to meet anticipated cash needs
      for working capital and capital expenditures. The Company therefore needs to
      raise additional funds immediately. If additional funds are raised through
      the
      issuance of equity or convertible debt securities, the percentage ownership
      of
      existing stockholders will be reduced, and such securities may have rights,
      preferences and privileges senior to those of the Company's common stock. As
      described above, on September 14, 2004, the Company executed the SPA with GCCC.
      The SPA




14







calls
      for the
      issuance by the Company of an aggregate of 400,000 shares of common stock to
      GCCC in consideration of the payment of $500,000 in cash. The Company is to
      receive the funds in $50,000 increments each quarter, beginning October 15,
      2004. The Company is currently attempting to identify other prospective
      investors with respect to financing; however, the Company has not entered into
      agreements with any such investors. There can be no assurance that additional
      financing will be available


on
      terms favorable to the Company or at all. If adequate funds are not available
      or
      are not available on acceptable
      terms,
      the Company will not be able to fund its operations. Such inability to fund
      operations will have a material adverse effect on the Company's business,
      results of operations and financial condition





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





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





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





VINBOLE
      IS SEEKING
      AN OPERATING BUSINESS OR ASSETS TO ACQUIRE; THERE CAN BE NO ASSURANCE THAT
      THE
      COMPANY WILL FIND A VIABLE BUSINESS OR SUCCESSFULLY CONSUMMATE AN ACQUISITION.
      Vinoble is seeking an operating business or assets to acquire. Although it
      has
      identified certain acquisition candidates, there can be no assurance that the
      Company will successfully locate a viable business or consummate an acquisition.
      Any business or assets that the Company acquires will have certain risks;
      however, as no specific business has been identified the Company cannot
      determine or disclose specific risks of a particular business or industry into


15







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





The
      Company will be
      subject to the reporting provisions of the Exchange Act, and thus will be
      required to furnish certain information about significant acquisitions,
      including audited financial statements for any business that it acquires.
      Consequently, acquisition candidates that do not have, or are unable to provide
      reasonable assurances that they will be able to obtain, the required audited
      financial statements would not be considered by the Company to be appropriate
      for acquisition so long as the reporting requirements of the


Exchange
      Act apply.
      Should the Company complete an acquisition of an entity for which audited
      financial statements prove to be unobtainable, the Company would be subject
      to
      an SEC enforcement action and/or administrative sanctions. In addition, the
      lack
      of audited financial statements would prevent the Company's common stock from
      being eligible for listing on NASDAQ or any other stock exchange, and would
      restrict the Company from conducting public offerings of securities under the
      Securities Act, until such financial statements became available.





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





VINOBLE
      MAY
      EXPERIENCE INTEGRATION ISSUES. The Company's strategy to grow by acquisition
      could fail due to the inability to integrate the acquired company or companies
      with Vinoble. The integration of two or more companies is an expensive and
      timely process and, as such, failure would be





16







a
      burden to the Company's cash requirements and would significantly increase
      the
      Company's net operating loss. Should Vinoble invest its time and resources
      into
      an acquisition that is unable to integrate with the Company, management's time
      may be diverted from operational activities and other
      opportunities.








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





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








RISKS
      RELATED TO
      VINOBLE’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





17







-
      changes in the market valuations of other comparable companies.




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





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





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





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




18







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








ITEM
      7. FINANCIAL
      STATEMENTS





Financial
      information relating to Vinoble, Inc., a Delaware corporation ("Company")
      together with the report of Lucas, Horsfall, Murphy & Pindroh, LLP dated
      October 7, 2005, required by this item are included as pages F-1 to
      F-19 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.





(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,
      2005:






Name
            Age
            Position(s) and
                Office(s)Catherine
              Thompson
            39
            Acting CEO, CFO, Secretary
                and a
              DirectorMichael
              Avatar
            46
            Director


19


Catherine
      Thompson.
      Catherine Thompson has over 18 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 Vinoble 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 Vinoble'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.








Committees
      of the
      Board of Directors





Vinoble
      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. Vinoble
      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 2006, 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, 2005, Ms. Thompson did not timely file
      a
      Form 4.





Code
      of
      Ethics:





Vinoble
      intends to
      adopt a code of ethics in calendar 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. Vinoble
      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.




20







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, 2004 and 2005. No other executive officer received
            cash
            compensation in excess of $100,000 during these years.
 SUMMARY
                        COMPENSATION TABLEName
                        and
                        Principal Position
                    
                    
                    Year
                        Ended
                    
                    
                    Cash
                    
                    Restricted
                        Stock Awards
                    
                    
                    
                    
                    
                    Registered
                        Stock Awards
                    
                    
                    
                    
                    
                    AccruedJune
                        30,
                    
                    
                    
                    
                    
                    Salary
                    
                    
                    Bonus
                    
                    
                    ($)
                        (3
                    )
                    
                    #
                        of Shares
                    
                    
                    ($
                    )
                    
                    #
                        of Shares
                    
                    
                    LiabilityCatherine
                        Thompson,Acting
                        CEO
                        and CFO (2)
                    
                    
                    2005
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    142,500
                    
                    
                    137,546
                    
                    $
                    189,300
                    
                    
                    275,121
                    
                    $
                    -2004
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    17,000
                    
                    
                    2,000
                    
                    $
                    140,000
                    
                    
                    4,000
                    
                    $
                    110,0002003
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    5,500
                    
                    
                    3,667
                    
                    $
                    55,000
                    
                    
                    990
                    
                    $
                    27,5002002
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    
                    -
                    
                    $
                    -
                    
                    
                    -
                    
                    $
                    -Joseph
                        Lively, CEO (3)
                    
                    
                    2005
                    
                    $
                    9,900
                    
                    $
                    -
                    
                    $
                    -
                    
                    
                    -
                    
                    $
                    14,167
                    
                    
                    40,476
                    
                    $
                    24,873
 (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 from May 27, 2004 - February
                    10,
                    2005 and from May 14, 2005 -
                    current.
 (3)
                Mr.
                    Lively
                    served as Chief Executive Officer of the Company from February
                    11, 2005 -
                    May 13, 2005.
 
  Vinoble
          entered
          into consulting agreements with these and other executive officers during
          the
          year ended June 30, 2005. 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:
 -----------------------------------------
 
 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 29,333 shares of the Company's
          common stock to be registered on Form S-8 and 14,667 shares of restricted
          common
          stock for her involvement in financial related activities including public
          relations, investor relations and fundraising. Said shares were valued
          at $2.50
          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 2,106 shares of the
          Company's common stock to be registered on Form S-8 and 1,037 shares of
          restricted common stock; all shares valued at $35.00 per share. Vinoble
          agreed
          to reimburse Ms. Thompson for out of pocket expenses incurred on behalf
          of
          Vinoble since inception in the amount of $27,952.03. Ms. Thompson agreed
          to
          accept 22,362 shares of restricted common stock, par $.001, as payment.
          The
          former stock issuances eradicated $137,952.03 owed to Ms. Thompson as of
          June
          30, 2004 as listed on the Balance Sheet as Related party payables.
  21


On
      December 8, 2004, the Company and Ms. Thompson agreed to an amendment to the
      consulting agreement dated August 23, 2004. The Amendment [1] to Consulting
      Agreement compensated Ms. Thompson for the loss in value of the shares received
      under the original contract following the reverse split. Ms. Thompson was
      compensated 215,111 shares of the Company's common stock to be registered on
      Form S-8 and 107,556 shares of restricted common stock for her involvement
      in
      financial related activities including public relations, investor relations
      and
      fundraising. Said shares were valued at $.30 per share.





On
      December 14, 2004, the Company entered into an Employment Agreement with Ms.
      Catherine Thompson to be employed in the capacity of Chief Financial Officer
      and
      Vice President of Finance to the Company and to two subsidiaries to be formed
      at
      a later date for the period of January 1, 2005 through December 31, 2007. In
      consideration for these services to be provided, the Company agreed to pay
      a
      base annual salary of $140,000 to Ms. Thompson to be paid monthly in cash or
      in
      common stock of the Company. Stock issuances shall be priced based on the
      closing bid price at the time of issuance; two-thirds of the monthly shares
      to
      be issued shall be registered on Form S-8 and one-third of the monthly shares
      to
      be issued shall be issued as restricted common stock for her involvement in
      financial related activities including public relations, investor relations
      and
      fundraising. In accordance with the consulting agreement dated August 23, 2004,
      Ms. Thompson had already been compensated $55,000 through June 30, 2005, and
      the
      adjustment of $15,000 was paid through the issuance of 28,571 shares of Vinoble
      common stock to be registered on Form S-8 and 14,286 shares of restricted common
      stock.








MICHAEL
      AVATAR
      CONSULTING AGREEMENT


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





On
      August 23, 2004, the Company entered into a consulting contract with Mr. Michael
      Avatar, a Director and the only member of the audit committee, 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 26,667 shares of the
      Company's common stock to be registered on Form S-8 and 13,333 shares of
      restricted common stock; said shares were valued at $2.50 per share. The
      aforementioned compensation is not related to Mr. Avatar's services as a
      Director.





JOSEPH
      LIVELY
      CONSULTING AGREEMENT


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





On
      December 14, 2004, the Company entered into an Employment Agreement with Mr.
      Joseph Lively to be employed in the capacity of President and Chief Executive
      Officer to the Company and to one subsidiary to be formed at a later date for
      the period of January 1, 2005 through December 31, 2007. In consideration for
      these services to be provided, the Company agreed to pay a base annual salary
      of
      $170,000 to Mr. Lively to be paid monthly in cash or in common stock of the
      Company. Stock issuances shall be priced based on the closing bid price at
      the
      time of issuance; said shares shall be registered on Form S-8. The agreement
      was
      amended on February 10, 2005, to re-establish the effective start date of the
      term of services as February 11, 2005. It was agreed that Mr. Lively would
      be
      compensated for the full month of February. Mr. Lively subsequently resigned
      from his position as President and CEO on May 13, 2005, in the interests of
      alleviating some of the financial burden to the Company.  He has agreed
      to
      remain a consultant to the Company and is working with the Company on its
      acquisition strategy





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, 2005.




22










Option
        Exercises
        and Year-End Option Values


No
      options were exercised by the Named Executive Officers during the year ended
      June 30, 2005, and at June 30, 2005, they did not hold any options to purchase
      Vinoble common stock.





The
      Company does
      not currently have a stock option plan.








Compensation
      of
      Directors





Directors
      who are
      also employees of Vinoble 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 2005,
      Vinbole did not compensate directors during the year ended June 30,
      2005.





Limitation
      of
      Liability and Indemnification





The
      Company's
      Certificate of Incorporation and By-laws provide for indemnification of
      Vinoble'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. Vinoble 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 20, 2005, by  each
      person or
      group of affiliated persons who management knows beneficially owned 5% or more
      of Vinoble’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 shares of common stock issued and outstanding at
      September 20, 2005, was 38,581,798.




23




NAME
                    AND
                    ADDRESS OF
                NUMBER
                    OF
                    SHARES
                PERCENT
                    AGE
                    OFBENEFICIAL
                    OWNER (1)
                BENEFICIALLY
                    OWNED
                OUTSTANDING
                    SHARESGarcyCo
                    Capital Corp.
                53,044,713
                67.37%56
                    Beaver
                    St., Ste. 201New
                    York, NY
                    10002Catherine
                    Thompson, Secretary / CFO
                1,371,370
                3.55%Michael
                    Avatar, Director
                40,000
                0.10%Officers
                    and
                    Directors as a Group
                1,411,370
                3.65%


(1)
              Unless
                  otherwise stated, the address of all persons in the chart is c/o
                  Vinoble,
                  Inc., 23852 Pacific Coast Hwy. #167, Malibu, California
                  90265.
 
 
 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. 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
                  Agreement
                      and
                      Plan of Reorganization dated March 18, 2004 by and among RestauranTech,
                      a
                      California corporation, and Ohana Enterprises, Inc., aDelaware
                      corporation. (1)
 2.2
                    Amendment
                        to
                        Agreement and Plan of Reorganization dated March 29, 2004.
                        (1)
 2.3
                      Rescission
                          Agreement, dated May 27, 2004, by and between the Company
                          and Interactive
                          Ideas Consulting Group. (2)
 2.4
                        Convertible
                            Promissory Note, dated May 27, 2004.
                            (2)
 2.5
                          Stock
                              Purchase Agreement by and between Ohana Enterprises,
                              Inc. and GarcyCo
                              Capital Corp dated September 14, 2004.
                              (3)
 24


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





10.07
            Consulting
                  Agreement, dated August 25, 2003, by and between Interactive
                Ideas
                    Consulting Group and the Registrant.
                    (4)


10.08
                Amendment
                      to
                      Consulting Agreement, dated as of January 2,2004, by and
                    between
                      Interactive Ideas Consulting Group and the Registrant.
                      (4)
 10.09
                    Letter
                          Agreement, dated February 13, 2004 with the Law Offices
                          of
                          David
                        L.
                          Kagel.
                          (4)
 10.10
                        Compensation
                              Agreement dated as of February 18, 2004, by and between
                            David
                              L.
                              Kagel Esq. and the Registrant.
                              (4)
 10.11
                            Consulting
                                  Agreement dated January 2, 2004 by and between
                                  808
                                  Technologies,
                                    Inc. and the Registrant.
                                    (4)
 10.12
                                Consulting
                                      Agreement, dated March 3, 2004, by and between
                                      Linda Ford
                                      and
                                        the
                                        Registrant. (5)
 10.13
                                    Consulting
                                          Agreement, dated March 15, 2004, by and
                                          between Interactive
                                          Ideas
                                            Consulting Group and the Registrant.
                                            (5)
 10.14
                                        Consulting
                                              Agreement, dated March 10, 2004, by
                                              and between Lindy
                                              Livingstone
                                                and the Registrant. (5)
 10.15
                                            Consulting
                                                  Agreement, dated March 1, 2004
                                                  by and between Manuel Designs
                                                  and
                                                    the
                                                    Registrant. (5)
 10.16
                                                Consulting
                                                      Agreement, dated March 1, 2004
                                                      by and between Brett Martin
                                                      and
                                                        the
                                                        Registrant. (5)
 10.17
                                                    Consulting
                                                          Agreement, dated March
                                                          1, 2004 by and between
                                                          Manuel Designs
                                                          and
                                                            the
                                                            Registrant. (5)
 10.18
                                                        Consulting
                                                              Agreement, dated March
                                                              1, 2004, by and between
                                                              Chad
                                                              Meisenger
                                                                and
                                                                the Registrant. (5)
 10.18         
                                                              (a)
                                                            Consulting
                                                                  Agreement, dated
                                                                  March 1, 2004,
                                                                  by and between
                                                                  Chad
                                                                  Meisenger
                                                                    and
                                                                    the Registrant.
                                                                    (5)
 10.19
                                                                Consulting
                                                                      Agreement,
                                                                      dated March
                                                                      1, 2004, by
                                                                      and between
                                                                      Belcourt &
                                                                      Associates
                                                                        and the Registrant.
                                                                        (5)
 10.20
                                                                    Consulting
                                                                          Agreement,
                                                                          dated March
                                                                          3, 2004,
                                                                          by and
                                                                          between
                                                                          Catherine
                                                                          Thompson
                                                                            and
                                                                            the Registrant.
                                                                            (5)
 10.21
                                                                        Consulting
                                                                              Agreement,
                                                                              dated
                                                                              March
                                                                              3,
                                                                              2004,
                                                                              by
                                                                              and
                                                                              between
                                                                              Neal
                                                                              Weisman
                                                                              and
                                                                                the
                                                                                Registrant
                                                                                (5)
 25
  
  ITEM
                                                                      13. EXHIBITS
                                                                      AND REPORTS
                                                                      ON FORM 8-K
                                                                      (Continued)
  
 31.1
                                                                            Certification
                                                                                  of
                                                                                  Chief
                                                                                  Financial
                                                                                  Officer
                                                                                  and
                                                                                  Acting
                                                                                  Chief
                                                                                  Executive
                                                                                  Officer.
 31.2
                                                                                    Section
                                                                                          1350
                                                                                          Certification.
 --------------------------
 (1)
                                                                                            Incorporated
                                                                                                  by
                                                                                                  reference
                                                                                                  to
                                                                                                  that
                                                                                                  certain
                                                                                                  Current
                                                                                                  Report
                                                                                                  on
                                                                                                  Form
                                                                                                  8-K
                                                                                                  filed
                                                                                                  with
                                                                                                  the
                                                                                                  Commission
                                                                                                  on
                                                                                                    April
                                                                                                    2,
                                                                                                    2004.
 (2)
                                                                                                Incorporated
                                                                                                        by
                                                                                                        reference
                                                                                                        that
                                                                                                        certain
                                                                                                        Current
                                                                                                        Report
                                                                                                        on
                                                                                                        Form
                                                                                                        8-K
                                                                                                        filed
                                                                                                        with
                                                                                                        the
                                                                                                        Commission
                                                                                                      on
                                                                                                        June
                                                                                                        3,
                                                                                                        2004.
 (3)
                                                                                                    Incorporated
                                                                                                            by
                                                                                                            reference
                                                                                                            that
                                                                                                            certain
                                                                                                            Current
                                                                                                            Report
                                                                                                            on
                                                                                                            Form
                                                                                                            8-K
                                                                                                            filed
                                                                                                            with
                                                                                                            the
                                                                                                            Commission
                                                                                                          on
                                                                                                            September
                                                                                                            22,
                                                                                                            2004.
 (4)
                                                                                                        Incorporated
                                                                                                              by
                                                                                                              reference
                                                                                                              to
                                                                                                              that
                                                                                                              certain
                                                                                                              Registration
                                                                                                              Statement
                                                                                                              on
                                                                                                              Form
                                                                                                                S-8
                                                                                                                (File
                                                                                                                No.
                                                                                                                333-113014)
                                                                                                                filed
                                                                                                                with
                                                                                                                the
                                                                                                                Commission
                                                                                                                on
                                                                                                                February
                                                                                                                23,
                                                                                                                2004.
 (5)
                                                                                                            Incorporated
                                                                                                                  by
                                                                                                                  reference
                                                                                                                  to
                                                                                                                  that
                                                                                                                  certain
                                                                                                                  Registration
                                                                                                                  Statement
                                                                                                                  Form
                                                                                                                  S-8
                                                                                                                (File
                                                                                                                  No.
                                                                                                                  333-
                                                                                                                  116427)
                                                                                                                  filed
                                                                                                                  with
                                                                                                                  the
                                                                                                                  Commission
                                                                                                                  on
                                                                                                                  June
                                                                                                                  14,
                                                                                                                  2004.
  (b)
                                                                                                        Reports
                                                                                                        on
                                                                                                        Form
                                                                                                        8-K
 
 NUMBER
                                                                                                        DESCRIPTION
 ------  -----------------------------------------------------
 (1)
                                                                                                                On
                                                                                                                      September
                                                                                                                      22,
                                                                                                                      2004,
                                                                                                                      the
                                                                                                                      Company
                                                                                                                      filed
                                                                                                                      a
                                                                                                                      Current
                                                                                                                      Report
                                                                                                                      on
                                                                                                                      Form
                                                                                                                      8-K
                                                                                                                      relating
                                                                                                                      to
                                                                                                                      Item
                                                                                                                      1,
Entry
                                                                                                                      into
                                                                                                                      a
                                                                                                                      Material
                                                                                                                      Definitive
                                                                                                                      Agreement,
                                                                                                                      pertaining
                                                                                                                      to
                                                                                                                      the
                                                                                                                      Stock
                                                                                                                      Purchase
                                                                                                                      Agreementwith
                                                                                                                      GarcyCo
                                                                                                                      Capital
                                                                                                                      Corp.,
                                                                                                                      Item
                                                                                                                      3.02,
                                                                                                                      Unregistered
                                                                                                                      Sales
                                                                                                                      of
                                                                                                                      Equity
                                                                                                                      Securities,
                                                                                                                      and
                                                                                                                      Item
                                                                                                                      5.01,Changes
                                                                                                                      in
                                                                                                                      Control
                                                                                                                      of
                                                                                                                      Registrant.
 (2)
                                                                                                                    On
                                                                                                                          January
                                                                                                                          4,
                                                                                                                          2005,
                                                                                                                          the
                                                                                                                          Company
                                                                                                                          filed
                                                                                                                          a
                                                                                                                          Current
                                                                                                                          Report
                                                                                                                          on
                                                                                                                          Form
                                                                                                                          8-K
                                                                                                                          relating
                                                                                                                          to
                                                                                                                          Item
                                                                                                                          8.01,
Other
                                                                                                                          Events,
                                                                                                                          pertaining
                                                                                                                          to
                                                                                                                          a
                                                                                                                          Memorandum
                                                                                                                          of
                                                                                                                          Understanding
                                                                                                                          to
                                                                                                                          acquire
                                                                                                                          100%
                                                                                                                          of
                                                                                                                          the
                                                                                                                          assets
                                                                                                                          ofMSI
                                                                                                                          and
                                                                                                                          a
                                                                                                                          co-location
                                                                                                                          agreement
                                                                                                                          with
                                                                                                                          Millennium
                                                                                                                          Protective
                                                                                                                          Services,
                                                                                                                          Inc.
 ITEM
                                                                                                              14.
                                                                                                              PRINCIPAL
                                                                                                              ACCOUNTANT
                                                                                                              FEES
                                                                                                              AND
                                                                                                              SERVICES
 
 For
                                                                                                          the
                                                                                                          fiscal
                                                                                                          year
                                                                                                          ended
                                                                                                          June
                                                                                                          30,
                                                                                                          2004,
                                                                                                          the
                                                                                                          Company's
                                                                                                          independent
                                                                                                          auditors
                                                                                                          billed
                                                                                                          an
                                                                                                          aggregate
                                                                                                          of
                                                                                                          $39,365,
                                                                                                          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
                                                                                                          amounts
                                                                                                          have
                                                                                                          been
                                                                                                          billed
                                                                                                          yet
                                                                                                          for
                                                                                                          the
                                                                                                          professional
                                                                                                          audit
                                                                                                          services
                                                                                                          rendered
                                                                                                          to
                                                                                                          the
                                                                                                          Company
                                                                                                          for
                                                                                                          the
                                                                                                          audit
                                                                                                          of
                                                                                                          the
                                                                                                          Company’s
                                                                                                          annual
                                                                                                          financial
                                                                                                          statements.
                                                                                                          No
                                                                                                          tax
                                                                                                          or
                                                                                                          other
                                                                                                          services
                                                                                                          were
                                                                                                          provided
                                                                                                          by
                                                                                                          the
                                                                                                          independent
                                                                                                          auditors.
 
 26


The
      following table
      shows the aggregate fees billed to Vinoble for professional services by Lucas,
      Horsfall, Murphy, & Pindroh, LLP, our independent auditors, for the years
      ended June 30, 2005 and 2004:


2005
              
              
              2004Audit
                  Fees
              
              $
              15,000
              
              $
              39,365Audit-Related
                  Fees
              
              $
              -0-
              
              $
              -0-Tax
                  Fees
              
              $
              -0-
              
              $
              -0-All
                  Other
                  Fees
              
              $
              -0-
              
              $
              -0--
              --------------
              
              -
              --------------TOTAL
              
              $
              15,000
              
              $
              39,365


Audit
      Fees. This
      category includes the aggregate fee billed for professional services rendered
      for the audits of Vinoble's financial statements for the years ended June 30,
      2005 and 2004, for the reviews of the financial statements included in the
      Company's quarterly reports on Form 10-QSB during fiscal 2005 and 2004, 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.








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, 2005.








VINBOLE,
      INC.








/s/
      Catherine
      Thompson


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


Catherine
      Thompson


Chief
      Financial
      Officer





27







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
                  ___________________
                Chief Financial Officer
                  And
                    a
                    Director
                October
                    13,
                    2005Catherine
                  Thompson
 /s/ Michael
                        Avatar
                      _____________________
                    Director
                    October
                        13,
                        2005Michael
                      Avatar


28







Vinoble,
      Inc.


(A
      Development
      Stage Company)





FINANCIAL
      STATEMENTS





June
      30,
      2005





(with
      Independent
      Auditors' Report Thereon)








INDEX
      TO FINANCIAL
      STATEMENTS


PAGE
  Independent
                Auditors' Report
              F-1Balance Sheet
              F-2Statements of
                Operations
              F-3Statements of
                Stockholders' Equity (Deficit)
              F-4Statements of Cash
                Flows
              F-10Notes to Financial
                Statements
              F-11








**REPORT
        OF
        INDEPENDENT REGISTERED ACCOUNTING FIRM**
 
 
 To
        the Stockholders
 Vinoble,
        Inc.
 Malibu,
        CA
 
 We
        have audited the accompanying balance sheet of Vinoble, Inc. (the "Company")
        (a
        Development Stage Company) as of June 30, 2005 and the related statements
        of
        operations, stockholders' equity (deficit) and cash flows for each of the
        two
        years in the period ended June 30, 2005 and from July 1, 2001 (inception)
        to
        June 30, 2005. These financial statements are the responsibility of the
        Company's management. Our responsibility is to express an opinion on these
        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 financial statements referenced to above present fairly,
        in all
        material respects, the financial position of the Company as of June 30, 2005,
        and the 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, 2005,
        in
        conformity with accounting principles generally accepted in the United States
        of
        America.
 
 The
        accompanying
        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 $9,355,631 during the year ended June 30, 2005, and as of that
        date,
        had an accumulated deficit of $13,820,630. 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
        7, 2005
        except for Note 12
 which
        is as of
        October 10, 2005
  F1





Vinoble,
                  Inc.(A
                  Development Stage Company)Balance
                  SheetJune
                  30,
                  2005ASSETS


CURRENT
                    ASSETSCash
                
                $
                38Prepaid
                    expenses
                
                
                396,667Other
                    assets
                
                
                384Total
                    Current
                    Assets
                
                
                397,089TOTAL
                    ASSETS
                
                $
                397,089LIABILITIES
                    AND STOCKHOLDERS' EQUITY / (DEFICIT)CURRENT
                    LIABILITIESAccounts
                    payable and accrued liabilities
                
                $
                225,952Accrued
                    liabilities - related parties
                
                
                57,517Note
                    payable
                    with accrued interest - IICG
                
                
                172,800Total
                    Current
                    Liabilities
                
                
                456,269STOCKHOLDERS'
                    EQUITY / (DEFICIT)Preferred
                    stock, $0.001 par value, 10,000,000 shares
                    authorizedSeries
                    A
                    Convertible Preferred stock, committed, 100 shares issued andoutstanding
                
                
                -Series
                    B
                    Convertible Preferred stock, committed, 100 shares issued andoutstanding
                
                
                -Common
                    stock,
                    $0.001 par value, 400,000,000 authorized28,780,166
                    issued and outstanding
                
                
                28,780Additional
                    paid-in capital
                
                
                19,130,438Stock
                    subscription receivable
                
                
                (396,958
                )Escrowed
                    shares
                
                
                (5,000,000
                )Treasury
                    stock, 1,620 shares
                
                
                (810
                )Accumulated
                    deficit in the development stage
                
                
                (13,820,630
                )Total
                    Stockholders' Equity (Deficit)
                
                
                (59,180
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
                
                $
                397,089
 The
        accompanying
        notes are an integral part of these financial statements.
  F-2


Vinoble,
                Inc.(A
                Development Stage Company)Statements
                of
                OperationsFor
                the Years
                Ended June 30, 2005 and 2004 and the Periodfrom
                July 1,
                2001 to June 30, 2005


July
                    1,
                    2001(inception)
                    toJune
                    30,2005
                
                
                2004
                
                
                2005General
                    and
                    administrative expenses
                
                $
                9,433,485
                
                $
                3,701,108
                
                $
                13,704,566Loss
                    from
                    continuing operations
                
                
                (9,433,485
                )
                
                (3,701,108
                )
                
                (13,704,566
                )Other
                    income
                    and expensesGain
                    from
                    extinguishment of debt
                
                
                -
                
                
                83,000
                
                
                83,000Gain
                    from
                    settlement of lawsuit
                
                
                90,415
                
                
                -
                
                
                90,415Interest
                    expense
                
                
                (12,561
                )
                
                (3,893
                )
                
                (16,454
                )Net
                    Loss from
                    continuing operations after other income and expenses
                
                
                (9,355,631
                )
                
                (3,622,001
                )
                
                (13,547,605
                )Discontinued
                    operationsLoss
                    on
                    disposal of Visual Interviews, Inc.,less
                    applicable income taxes
                
                
                -
                
                
                (73,025
                )
                
                (73,025
                )Provision
                    for
                    loss on related parties notes receivable
                
                
                -
                
                
                -
                
                
                (200,000
                )Net
                    loss
                
                $
                (9,355,631
                )
                $
                (3,695,026
                )
                $
                (13,820,630
                )Basic
                    weighted average number ofcommon
                    shares
                    outstanding
                
                
                9,525,499
                
                
                79,251Net
                    loss per
                    common shareBasic
                
                $
                (0.98
                )
                $
                (46.62
                )
  The
          accompanying
          notes are an integral part of these financial statements.
  F-3


Vinoble,
                  Inc.(A
                  Development Stage Company)Statement
                  of
                  Stockholders' Deficit




No.
                  of
              
              Series
                  A
              
              
              No.
                  of
              
              
              Series
                  B
              
              
              No.
                  of
              
              
              Common
              
              
              Additional
              
              
              StockPreferred
              
              Preferred
              
              
              Preferred
              
              
              Preferred
              
              
              Common
              
              
              No.
                  of
              
              
              Paid-in
              
              
              Subscription
              
              
              Treasury
              
              
              Escrowed
              
              
              AccumulatedSeries
                A
              
              Par
                  value
              
              
              Series
                  B
              
              
              Par
                  value
              
              
              Shares
              
              
              Par
                    value
              
              
              Capital
              
              
              Receivable
              
              
              Stock
              
              
              Shares
              
              
              Deficit
              
              
              TotalBalance,
                  July
                  1, 2001
              
              
              
              
              
              
              
              
              
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              
              
              
              $
              -
              
              $
              -Issuance
                  of
                  Common Stock for services:November
                  30,
                  2001 at $150.00 per share
              
              
              
              
              
              
              
              
              
              
              
              139
              
              
              -
              
              
              21,157
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              21,157May
                  31, 2002
                  at $150.00 per share
              
              
              
              
              
              
              
              
              
              
              
              37
              
              
              -
              
              
              5,503
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              5,503June
                  30, 2002
                  at $ 150.00 per share
              
              
              
              
              
              
              
              
              
              
              
              6
              
              
              -
              
              
              900
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              900Sale
                  of
                  Common Stock:November
                  30,
                  2001 at $.30 per share
              
              
              
              
              
              
              
              
              
              
              
              6
              
              
              -
              
              
              850
              
              
              (850
              )
              
              
              
              
              
              
              
              
              
              
              (0
              )Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (53,478
              )
              
              (53,478
              )Balance,
                  June
                  30, 2002
              
              
              
              
              
              
              
              
              
              
              
              188
              
              
              -
              
              
              28,410
              
              
              (850
              )
              
              -
              
              
              -
              
              
              (53,478
              )
              
              (25,918
              )Issuance
                  of
                  Common Stock for services:October
                  7,
                  2002 at $150.00 per share
              
              
              
              
              
              
              
              
              
              
              
              5
              
              
              -
              
              
              720
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              720October
                  7,
                  2002 at $1.50 per share
              
              
              
              
              
              
              
              
              
              
              
              18,433
              
              
              18
              
              
              27,632
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              27,650November
                  21,
                  2002 at $30.00 per share
              
              
              
              
              
              
              
              
              
              
              
              1,600
              
              
              2
              
              
              49,998
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              50,000January
                  28,
                  2003 at $50.00 per share
              
              
              
              
              
              
              
              
              
              
              
              2,000
              
              
              2
              
              
              99,998
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              100,000March
                  14,
                  2003 at $62.50 per share
              
              
              
              
              
              
              
              
              
              
              
              1,600
              
              
              2
              
              
              99,998
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              100,000March
                  19,
                  2003 at $75.00 per share
              
              
              
              
              
              
              
              
              
              
              
              600
              
              
              1
              
              
              44,999
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              45,000March
                  24,
                  2003 at $75.00 per share
              
              
              
              
              
              
              
              
              
              
              
              200
              
              
              -
              
              
              15,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              15,000June
                  27, 2003
                  at $250.00 per share
              
              
              
              
              
              
              
              
              
              
              
              100
              
              
              -
              
              
              25,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              25,000Issuance
                  of
                  Common Stock for assumption of payables:October
                  7,
                  2002 at $10.00 per share
              
              
              
              
              
              
              
              
              
              
              
              143
              
              
              1
              
              
              1,432
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,433Effect
                  of
                  Merger:October
                  18,
                  2002
              
              
              
              
              
              
              
              
              
              
              
              7,047
              
              
              7
              
              
              (7
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Issuance
                  of
                  Common Stock for subscription receivable:April
                  23,
                  2003 at $100.00 per share, net of offering cost of $6,604
              
              
              
              
              
              
              
              
              
              
              
              943
              
              
              1
              
              
              87,739
              
              
              (87,740
              )
              
              
              
              
              
              
              
              
              
              
              -Payment
                  received on subscription receivable:June
                  18,
                  2003
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              36,000
              
              
              
              
              
              
              
              
              
              
              
              36,000Payment
                  on
                  related parties subscription receivable:December
                  31,
                  2002
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              850
              
              
              
              
              
              
              
              
              
              
              
              850Continued
                  on
                  F-5


The
        accompanying
        notes are an integral part of these financial statements.
  F-4







Vinoble,
                    Inc.(A
                    Development Stage Company)Statement
                    of
                    Stockholders' Deficit


No.
                  of
              
              
              Series
                  A
              
              
              No.
                  of
              
              
              Series
                  B
              
              
              No.
                  of
              
              
              Common
              
              
              Additional
              
              
              StockPreferred
              
              
              Preferred
              
              
              Preferred
              
              
              Preferred
              
              
              Common
              
              
              Stock
              
              
              Paid-in
              
              
              Subscription
              
              
              Treasury
              
              
              Escrowed
              
              
              AccumulatedContinued
                  from F-4
              
              
              Series
                  A
              
              
              Par
                  value
              
              
              Series
                  B
              
              
              Par
                  value
              
              
              Shares
              
              
              Par
                    value
              
              
              Capital
              
              
              Receivable
              
              
              Stock
              
              
              Shares
              
              
              Deficit
              
              
              TotalSale
                  of
                  Common Stock:January
                  21,
                  2003 at $62.50 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              400
              
              
              0
              
              
              25,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              25,000Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (716,495
              )
              
              (716,495
              )Balance,
                  June
                  30, 2003
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              33,259
              
              
              34
              
              
              505,919
              
              
              (51,740
              )
              
              -
              
              
              -
              
              
              (769,973
              )
              
              (315,760
              )Issuance
                  of
                  common stock for services:July
                  9, 2003
                  at $105.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              83
              
              
              -
              
              
              8,750
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              8,750July
                  16, 2003
                  at $250.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              60
              
              
              -
              
              
              15,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              15,000August
                  6,
                  2003 at $50.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,100
              
              
              1
              
              
              54,999
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              55,000August
                  6,
                  2003 at $100.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              200
              
              
              -
              
              
              20,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              20,000September
                  29,
                  2003 at $45.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              200
              
              
              -
              
              
              9,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              9,000September
                  29,
                  2003 at $50.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              550
              
              
              1
              
              
              27,499
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              27,500September
                  29,
                  2003 at $62.50 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              450
              
              
              -
              
              
              28,125
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              28,125October
                  21,
                  2003 at $ 25.70 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              700
              
              
              1
              
              
              17,999
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              18,000October
                  21,
                  2003 at $ 25.25 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              770
              
              
              1
              
              
              19,829
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              19,830October
                  21,
                  2003 at $30.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,400
              
              
              1
              
              
              41,999
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              42,000October
                  21,
                  2003 at $ 34.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,200
              
              
              2
              
              
              74,998
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              75,000October
                  21,
                  2003 at $ 42.50 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,353
              
              
              2
              
              
              99,998
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              100,000October
                  21,
                  2003 at $62.50 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              640
              
              
              1
              
              
              39,999
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              40,000October
                  28,
                  2003 at $30.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,980
              
              
              2
              
              
              59,398
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              59,400November
                  4,
                  2003 at $ 25.25 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,200
              
              
              2
              
              
              55,168
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              55,170November
                  7,
                  2003 at $30.30 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              990
              
              
              1
              
              
              29,999
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              30,000November
                  19,
                  2003 at $ 25.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,500
              
              
              2
              
              
              37,498
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              37,500December
                  18,
                  2003 at $ 20.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              100
              
              
              -
              
              
              2,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,000December
                  18,
                  2003 at $ 20.20 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              990
              
              
              1
              
              
              19,999
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              20,000December
                  22,
                  2003 at $40.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              990
              
              
              1
              
              
              39,599
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              39,600January
                  5,
                  2004 at $33.50 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,970
              
              
              3
              
              
              99,997
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              100,000January
                  5,
                  2004 at $35.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,580
              
              
              3
              
              
              90,297
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              90,300Janaury
                  21,
                  2004 at $50.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,970
              
              
              3
              
              
              148,497
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              148,500Janaury
                  21,
                  2004 at $65.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              990
              
              
              1
              
              
              64,349
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              64,350January
                  27,
                  2004 at $50.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,960
              
              
              4
              
              
              197,996
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              198,000February
                  12,
                  2004 at $50.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,200
              
              
              3
              
              
              159,997
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              160,000February
                  26,
                  2004 at $40.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,980
              
              
              2
              
              
              79,198
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              79,200February
                  26,
                  2004 at $52.50 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,485
              
              
              2
              
              
              77,961
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              77,963February
                  27,
                  2004 at $40.00 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,000
              
              
              2
              
              
              79,998
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              80,000Continued
                  on
                  F-6




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


F-5





Vinoble,
                  Inc.(A
                  Development Stage Company)Statement
                  of
                  Stockholders' Deficit


No.
                    of
                
                
                Series
                    A
                
                
                No.
                    of
                
                
                Series
                    B
                
                
                No.
                    of
                
                
                Common
                
                
                Additional
                
                
                StockPreferred
                
                
                Preferred
                
                
                Preferred
                
                
                Preferred
                
                
                Common
                
                
                Stock
                
                
                Paid-in
                
                
                Subscription
                
                
                Treasury
                
                
                Escrowed
                
                
                AccumulatedContinued
                    from F-5
                
                
                Series
                    A
                
                
                Par
                    value
                
                
                Series
                    B
                
                
                Par
                    value
                
                
                Shares
                
                
                Par
                      value
                
                
                Capital
                
                
                Receivable
                
                
                Stock
                
                
                Shares
                
                
                Deficit
                
                
                TotalMarch
                    4, 2004
                    at $35.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                32,920
                
                
                33
                
                
                1,152,167
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,152,200March
                    15,
                    2004 at $30.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                7,042
                
                
                7
                
                
                211,253
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                211,260March
                    15,
                    2004 at $37.50 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                3,486
                
                
                3
                
                
                130,722
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                130,725March
                    25,
                    2004 at $35.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                3,730
                
                
                4
                
                
                130,546
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                130,550March
                    25,
                    2004 at $37.50 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                4,400
                
                
                4
                
                
                164,996
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                165,000March
                    25,
                    2004 at $40.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                4,892
                
                
                5
                
                
                195,675
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                195,680April
                    8, 2004
                    at $35.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                215
                
                
                -
                
                
                7,500
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                7,500Cancellation
                    of Common Stock for services:July
                    8, 2003
                    at $250.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (100
                )
                
                -
                
                
                (25,000
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                (25,000
                )November
                    6,
                    2003 at $50.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (100
                )
                
                -
                
                
                (5,000
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                (5,000
                )November
                    6,
                    2003 at $100.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (200
                )
                
                -
                
                
                (20,000
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                (20,000
                )November
                    12,
                    2003 at $62.50 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (10
                )
                
                -
                
                
                (625
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                (625
                )January
                    26,
                    2004 at $62.50 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (200
                )
                
                -
                
                
                (12,500
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                (12,500
                )Reverse
                    cancellation of Common Stock for services:November
                    12,
                    2003 at $62.50 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                10
                
                
                -
                
                
                625
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                625Payment
                    received on subscription receivable:July
                    8,
                    2003
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                40,000
                
                
                
                
                
                
                
                
                
                
                
                40,000January
                    26,
                    2004 at $78.50 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (150
                )
                
                -
                
                
                (11,740
                )
                
                11,740
                
                
                
                
                
                
                
                
                
                
                
                -Exercise
                    of
                    Option on Common Stock:February
                    26,
                    2004 at $5.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                20,000
                
                
                20
                
                
                99,980
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                100,000Net
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (3,695,026
                )
                
                (3,695,026
                )Balance,
                    June
                    30, 2004
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                150,785
                
                
                152
                
                
                4,224,664
                
                
                -
                
                
                -
                
                
                -
                
                
                (4,464,999
                )
                
                (240,183
                )Issuance
                    of
                    common stock for services:July
                    9, 2004
                    at $1.60 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,200
                
                
                1
                
                
                1,919
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,920August
                    5,
                    2004 at $1.60 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,200
                
                
                1
                
                
                1,919
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,920August
                    5,
                    2004 at $3.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                107,667
                
                
                108
                
                
                322,892
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                323,000September
                    7,
                    2004 at $3.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                33,333
                
                
                33
                
                
                99,967
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                100,000September
                    7,
                    2004 at $1.60 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,732
                
                
                2
                
                
                2,769
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,771September
                    15,
                    2004 at $2.50 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                70,433
                
                
                70
                
                
                176,013
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                176,083September
                    15,
                    2004 at $35.00 per share
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,106
                
                
                2
                
                
                73,698
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                73,700Continued
                    on
                    F-7


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


F6







Vinoble,
                    Inc.(A
                    Development Stage Company)Statement
                    of
                    Stockholders' Deficit




No.
                  of
              
              
              Series
                  A
              
              
              No.
                  of
              
              
              Series
                  B
              
              
              No.
                  of
              
              
              Common
              
              
              Additional
              
              
              StockPreferred
              
              
              Preferred
              
              
              Preferred
              
              
              Preferred
              
              
              Common
              
              
              Stock
              
              
              Paid-in
              
              
              Subscription
              
              
              Treasury
              
              
              Escrowed
              
              
              AccumulatedContinued
                  from F-6
              
              
              Series
                  A
              
              
              Par
                  value
              
              
              Series
                  B
              
              
              Par
                  value
              
              
              Shares
              
              
              Par
                    value
              
              
              Capital
              
              
              Receivable
              
              
              Stock
              
              
              Shares
              
              
              Deficit
              
              
              TotalDecember
                  14,
                  2004 at $.25 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,022,982
              
              
              2,023
              
              
              503,723
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              505,746December
                  14,
                  2004 at $.30 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              550,552
              
              
              551
              
              
              164,615
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              165,166December
                  14,
                  2004 at $.35 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              40,476
              
              
              40
              
              
              14,126
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              14,166December
                  14,
                  2004 at $.40 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              30,000
              
              
              30
              
              
              11,970
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              12,000December
                  28,
                  2004 at $.25 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              100,000
              
              
              100
              
              
              24,900
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              25,000December
                  28,
                  2004 at $.30 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              397,222
              
              
              397
              
              
              118,769
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              119,167December
                  29,
                  2004 at $.30 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              61,111
              
              
              61
              
              
              18,272
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              18,333December
                  29,
                  2004 at $.35 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              42,857
              
              
              43
              
              
              14,957
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              15,000January
                  10,
                  2005 at $ .75 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              200,000
              
              
              200
              
              
              149,800
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              150,000January
                  27,
                  2005 at $ .45 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              300,000
              
              
              300
              
              
              134,700
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              135,000February
                  14,
                  2005 at $ .50 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              300,000
              
              
              300
              
              
              149,700
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              150,000February
                  24,
                  2005 at $ .35 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              600,000
              
              
              600
              
              
              209,400
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              210,000February
                  24,
                  2005 at $ .65 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              200,000
              
              
              200
              
              
              129,800
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              130,000March
                  1, 2005
                  at $ .60 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              300,000
              
              
              300
              
              
              179,700
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              180,000March
                  3, 2005
                  at $ .50 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              500,000
              
              
              500
              
              
              249,500
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              250,000March
                  8, 2005
                  at $ .30 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              400,000
              
              
              400
              
              
              119,600
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              120,000March
                  8, 2005
                  at $ .35 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              100,000
              
              
              100
              
              
              34,900
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              35,000March
                  16,
                  2005 at $ .20 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              200,000
              
              
              200
              
              
              39,800
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              40,000April
                  1, 2005
                  at $.10 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              500,000
              
              
              500
              
              
              49,500
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              50,000April
                  1, 2005
                  at $.11 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              800,000
              
              
              800
              
              
              87,200
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              88,000April
                  1, 2005
                  at $.12 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              500,000
              
              
              500
              
              
              59,500
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              60,000April
                  13,
                  2005 at $.15 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              600,000
              
              
              600
              
              
              89,400
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              90,000April
                  29,
                  2005 at $.10 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              130,000
              
              
              130
              
              
              12,870
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              13,000April
                  29,
                  2005 at $.15 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              250,000
              
              
              250
              
              
              37,250
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              37,500April
                  29,
                  2005 at $.25 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              400,000
              
              
              400
              
              
              99,600
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              100,000June
                  2, 2005
                  at $.10 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              4,520,000
              
              
              4,520
              
              
              447,480
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              452,000June
                  14, 2005
                  at $.103 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              242,225
              
              
              242
              
              
              24,758
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              25,000June
                  23, 2005
                  at $.085 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              352,941
              
              
              353
              
              
              29,647
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              30,000June
                  23, 2005
                  at $.09 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              500,000
              
              
              500
              
              
              44,500
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              45,000June
                  23, 2005
                  at $.10 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              100,000
              
              
              100
              
              
              9,900
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              10,000Cancellation
                  of common stock for services:June
                  27, 2005
                  at $.25 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (120,000
              )
              
              (120
              )
              
              (29,880
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              (30,000
              )Continued
                  on
                  F-8




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


F7







Vinoble,
                  Inc.(A
                  Development Stage Company)Statement
                  of
                  Stockholders' Deficit




No.
                  of
              
              
              Series
                  A
              
              
              No.
                  of
              
              
              Series
                  B
              
              
              No.
                  of
              
              
              Common
              
              
              Additional
              
              
              StockPreferred
              
              
              Preferred
              
              
              Preferred
              
              
              Preferred
              
              
              Common
              
              
              Stock
              
              
              Paid-in
              
              
              Subscription
              
              
              Treasury
              
              
              Escrowed
              
              
              AccumulatedContinued
                  from F-7
              
              
              Series
                  A
              
              
              Par
                  value
              
              
              Series
                  B
              
              
              Par
                  value
              
              
              Shares
              
              
              Par
                    value
              
              
              Capital
              
              
              Receivable
              
              
              Stock
              
              
              Shares
              
              
              Deficit
              
              
              TotalIssuance
                  of
                  common stock for note payable with accrued interest:July
                  27, 2004
                  at $3.50 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              9,191
              
              
              9
              
              
              32,160
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              32,169December
                  14,
                  2004 at $.06 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              170,054
              
              
              170
              
              
              10,033
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              10,203Issuance
                  of
                  common stock for related party payable:December
                  14,
                  2004 at $.30 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              22,362
              
              
              22
              
              
              6,686
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              6,709December
                  29,
                  2004 at $.15 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              141,624
              
              
              142
              
              
              21,102
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              21,244Issuance
                  of
                  common stock for subscription receivable:September
                  15,
                  2004 at $1.25 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              400,000
              
              
              400
              
              
              499,600
              
              
              (500,000
              )
              
              
              
              
              
              
              
              
              
              
              -December
                  14,
                  2004 at $.3125 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              42,188
              
              
              42
              
              
              13,142
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              13,184Rounding
                  effects due to 1-for-500 Reverse Split on October 15, 2004
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              5,925
              
              
              6
              
              
              (6
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Payments
                  received on subscription receivable:September
                  13,
                  2004 at $1.25 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              15,000
              
              
              
              
              
              
              
              
              
              
              
              15,000September
                  30,
                  2004 at $1.25 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              5,000
              
              
              
              
              
              
              
              
              
              
              
              5,000October
                  13,
                  2004 at $.84 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              13,800
              
              
              
              
              
              
              
              
              
              
              
              13,800October
                  28,
                  2004 at $.48 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              10,000
              
              
              
              
              
              
              
              
              
              
              
              10,000November
                  17,
                  2004 at $.31 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              10,000
              
              
              
              
              
              
              
              
              
              
              
              10,000February
                  17,
                  2005 at $.27 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              25,000
              
              
              
              
              
              
              
              
              
              
              
              25,000March
                  8, 2005
                  at $.31 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,269
              
              
              
              
              
              
              
              
              
              
              
              2,269April
                  5, 2005
                  at $.072 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              287
              
              
              
              
              
              
              
              
              
              
              
              287April
                  18,
                  2005 at $.092 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              320
              
              
              
              
              
              
              
              
              
              
              
              320May
                  2, 2005
                  at $.097 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              10,219
              
              
              
              
              
              
              
              
              
              
              
              10,219May
                  6, 2005
                  at $.082 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              322
              
              
              
              
              
              
              
              
              
              
              
              322June
                  2, 2005
                  at $.085 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,246
              
              
              
              
              
              
              
              
              
              
              
              2,246June
                  3, 2005
                  at $.087 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              7,500
              
              
              
              
              
              
              
              
              
              
              
              7,500June
                  15, 2005
                  at $.072 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              566
              
              
              
              
              
              
              
              
              
              
              
              566June
                  20, 2005
                  at $.068 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              235
              
              
              
              
              
              
              
              
              
              
              
              235June
                  28, 2005
                  at $.058 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              276
              
              
              
              
              
              
              
              
              
              
              
              276Retired
                  to
                  Treasury Stock on September 22, 2004:
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (89,190
              )
              
              
              
              
              (810
              )
              
              
              
              
              
              
              
              (90,000
              )Issuance
                  of
                  common stock for acquisitions:February
                  11,
                  2005 at $ .40 per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              12,500,000
              
              
              12,500
              
              
              4,987,500
              
              
              
              
              
              
              
              
              (5,000,000
              )
              
              
              
              
              -Continued
                  on
                  F-9


The
        accompanying
        notes are an integral part of these financial statements.
 F8









Vinoble,
                  Inc.(A
                  Development Stage Company)Statement
                  of
                  Stockholders' Deficit




No.
                of
              
              
              Series
                  A
              
              
              No.
                  of
              
              
              Series
                  B
              
              
              No.
                  of
              
              
              Common
              
              
              Additional
              
              
              StockPreffered
              
              
              Preferred
              
              
              Preferred
              
              
              Preferred
              
              
              Common
              
              
              Stock,
              
              
              Paid-in
              
              
              Subscription
              
              
              Treasury
              
              
              Escrowed
              
              
              AccumulatedContinued
                  from F-8
              
              
              Series
                  A
              
              
              Par
                  Value
              
              
              Series
                  B
              
              
              ParValue
              
              
              Shares
              
              
              Par
                  Value
              
              
              Capital
              
              
              Receivable
              
              
              Stock
              
              
              Shares
              
              
              Deficit
              
              
              TotalCommitment
                    for the issuances of Series A Preferred stock for
                    Inducement
              
              
              100
              
              
              -
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              5,515,581
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              5,515,581Commitment
                      for the issuances of Series A Preferred stock for
                      Inducement
              
              
              
              
              
              
              
              
              100
              
              
              -
              
              
              
              
              
              
              
              
              32
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              32Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (9,355,631
              )
              
              (9,355,631
              )Balance,
                  June
                  30, 2005
              
              
              100
              
              $
              -
              
              
              100
              
              $
              -
              
              
              28,780,166
              
              $
              28,780
              
              $
              19,130,438
              
              $
              (396,958
              )
              $
              (810
              )
              $
              (5,000,000
              )
              $
              (13,820,630
              )
              $
              (59,180
              )


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


F9







Vinoble,
                    Inc.(A
                    Development Stage Company)Statements
                    of
                    Cash FlowsFor
                    the Years
                    Ended June 30, 2005 and 2004 and the Periodfrom
                    July 1,
                    2001 - June 30, 2005July
                    1,
                    2001(inception)
                    toJune
                    30,2005
                
                
                2004
                
                
                2005CASH
                    FLOWS
                    FROM OPERATING ACTIVITIESNet
                    loss
                
                $
                (9,355,631
                )
                $
                (3,695,026
                )
                $
                (13,820,630
                )Adjustments
                    to reconcile net loss to net provided byoperating
                    activitiesNon-cash
                    adjustments:Effect
                    of
                    Merger
                
                
                -
                
                
                -
                
                
                (27,717
                )Provision
                    for
                    loss on receivable received in merger
                
                
                -
                
                
                -
                
                
                200,000Issuance
                    of
                    stock for services
                
                
                3,777,805
                
                
                3,630,602
                
                
                7,749,337Gain
                    from
                    extinguishment of debt
                
                
                -
                
                
                (83,000
                )
                
                (83,000
                )Gain
                    from
                    settlement of lawsuit
                
                
                (90,415
                )
                
                -
                
                
                (90,415
                )Issuance
                    of
                    stock for Accrued liabilities - related parties
                
                
                175,034
                
                
                -
                
                
                175,034Issuance
                    of
                    stock for Note payable with accrued interest
                
                
                42,372
                
                
                -
                
                
                42,371Issuance
                    of
                    stock for Subscription receivable
                
                
                13,184
                
                
                -
                
                
                13,184Commitment
                    of
                    Preffered stock for Cost of Inducement
                
                
                5,515,613
                
                
                -
                
                
                5,515,613Changes
                    in:Accounts
                    receivable
                
                
                -
                
                
                (385
                )
                
                (384
                )Prepaid
                    expenses
                
                
                (94,085
                )
                
                (209,282
                )
                
                (316,667
                )Accounts
                    payable and accrued liabilities
                
                
                34,300
                
                
                109,442
                
                
                229,845Accrued
                    liabilities - related parties
                
                
                (90,850
                )
                
                220
                
                
                57,517Accrued
                    interest
                
                
                8,908
                
                
                -
                
                
                8,908NET
                    CASH USED
                    BY OPERATING ACTIVITIES
                
                
                (63,765
                )
                
                (247,429
                )
                
                (347,004
                )CASH
                    FLOWS
                    FROM FINANCING ACTIVITIESBank
                    overdraft
                
                
                (14)
                
                
                14
                
                
                -Payment
                    received on subscription receivable
                
                
                103,042
                
                
                40,000
                
                
                182,144Offering
                    costs
                
                
                -
                
                
                -
                
                
                (3,102
                )Notes
                    payable
                
                
                (39,225
                )
                
                199,225
                
                
                160,000Proceeds
                    from
                    sale of common stock
                
                
                -
                
                
                100,000
                
                
                125,000Payment
                    on
                    Note payable - Hudson Consulting
                
                
                -
                
                
                (117,000
                )
                
                (117,000
                )NET
                    CASH
                    PROVIDED BY FINANCING ACTIVITIES
                
                
                63,803
                
                
                222,239
                
                
                347,042NET
                    CHANGE IN
                    CASH
                
                
                38
                
                
                (25,190
                )
                
                38CASH,
                    beginning of period
                
                
                -
                
                
                25,190
                
                
                -CASH,
                    end of
                    period
                
                $
                38
                
                $
                -
                
                $
                38SUPPLEMENAL
                    SCHEDULE OF NON-CASH INVESTINGACTIVITIES:Issuance
                    of
                    common stock for services
                
                $
                3,040,037
                
                $
                3,328,527Issuance
                    of
                    common stock for prepaid services
                
                $
                737,768
                
                $
                302,075Issuance
                    of
                    common stock for accrued liabilties - related
                    parties
                
                $
                175,034Issuance
                    of
                    common stock for notes payable with accrued interest
                
                $
                42,372Commitment of
                    preferred stock for cost of inducement
                
                $
                5,515,613Issuance
                    of
                    common stock for subscription receivable
                
                $
                500,000


The
        accompanying
        notes are an integral part of these financial statements.
 F10




Vinoble,
        Inc.
 (A
        Development
        Stage Company)
 Notes
        to Financial
        Statements
 
 
 1.
        NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES
 
 Organization
        and
        Business
 -------------------------
 
 Vinoble,
        Inc. (the
        "Company"), a Delaware corporation, is in the development stage, as defined
        in
        Financial Accounting Standards Board Statement No. 7. The Company's year
        end is
        June 30.
  The
        Company has
        focused efforts on identifying and evaluating business opportunities for
        acquisition or merger to provide long-term growth for its shareholders and
        to
        meet its objective of attaining a listing on a national exchange. The Company's
        strategy is targeted at homeland security, security information systems,
        and other security services. Specifically, the Company is pursuing assets,
        businesses, and strategic partners in the Radio Frequency Identification
        (“RFID”) and Global Position Systems (“GPS”) sectors which will enable us to
        offer end to end solutions for the tracking, management, and monitoring of
        both
        mobile and non-mobile assets. The Company plans to initiate testing of its
        applications in the Mining and in the Oil and Gas industries where advanced
        technologies are needed to track personnel and equipment, as well as to monitor
        the safety of product, equipment and human assets.
   There
        can be no
        assurance that the results of the due diligence will be satisfactory or that
        acquisitions and strategic partner relationships will be consummated. Further,
        if consummated, there can be no assurance that the businesses and assets
        will be
        successfully integrated into the Company's operations.
  Business
        Recapitalization and Restatement
 -----------------------------------------
  On
        November 19, 2004, the Company effected a one-for-500 reverse split as approved
        by a majority of the holders of common stock by written consent as part of
        its
        strategy to obtain a listing on a national exchange. Concurrently, the Company
        changed its name from Ohana Enterprises, Inc. to Vinoble, Inc. All share
        numbers
        and values have been retroactively restated for purposes of
        comparison.
  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 financial statements.
 
 F-11







Vinoble,
        Inc.
 (A
        Development
        Stage Company)
 Notes
        to Financial
        Statements
 
 
 1.
        NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued
        from Page F-11)
 
 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-for-500 reverse stock split effective November 19,
        2004. All per-share amounts 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.
 
 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.
 
 F-12









Vinoble,
        Inc.
 (A
        Development
        Stage Company)
 Notes
        to Financial
        Statements
 
  1.
        NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued
        from Page F-12)
 
 Recently
        Issued
        Accounting Pronouncements
 -----------------------------------------
 
 In
        November 2004, the FASB issued SFAS No. 151, “ *Inventory
        Costs— An Amendment of ARB No. 43, Chapter 4”* .
         SFAS No.
        151 amends the guidance in ARB No. 43, Chapter 4, “ *Inventory
        Pricing* [June
        1953]”, to
        clarify the accounting for "abnormal amounts" of idle facility expense, freight,
        handling costs, and wasted material [spoilage].  Before revision by
        SFAS
        No. 151, the guidance that existed in ARB No. 43 stipulated that these type
        items may be "so abnormal" that the appropriate accounting treatment would
        be to
        expense these costs as incurred [i.e., these costs would be current-period
        charges].   SFAS No. 151 requires that these type items be
        recognized
        as current-period charges *without
        regard* to
        whether the "so
        abnormal" criterion has been met.  Additionally, SFAS No. 151 requires
        that
        allocation of fixed production overheads to the costs of conversion be based
        on
        the normal capacity of the production facilities.  The adoption of
        SFAS 151
        did not impact the financial statements.
  In
        December 2004, the FASB issued SFAS No. 152, “ *Accounting
        for
        Real Estate Time-Sharing Transactions—An Amendment of FASB Statements No. 66 and
        67”* .
         SFAS No.
        152 amends SFAS No. 66 to reference the financial accounting and reporting
        guidance for real estate time-sharing transactions that is provided in AICPA
        Statement of Position 04-2.  SFAS No. 152 also amends SFAS No. 67
        to state
        that the guidance for (1) incidental operations and (2) costs incurred to
        sell
        real estate projects does not apply to real estate time-sharing transactions.
         The accounting for those operations and costs is subject to the guidance
        of SOP 04-2.  This statement is effective for financial statements
        for
        fiscal years beginning after June 15, 2005. The adoption of SFAS 152 did
        not
        impact the financial statements.
  In
        December 2004, the FASB issued SFAS No. 153, “ *Exchanges
        of
        Nonmonetary Assets— An Amendment of APB Opinion No.29”* .
         SFAS No.
        153 amends Opinion 29 to eliminate the exception for nonmonetary exchanges
        of
        nonmonetary assets that do not have commercial substance.  A nonmonetary
        exchange has commercial substance if the future cash flows of the entity
        are
        expected to change significantly as a result of the exchange.  The
        adoption
        of SFAS 153 did not impact the financial statements.
  In
        December 2004, the FASB issued SFAS No. 123 (Revised), “ *Share-Based
        Payment”.* This
        revised
        statement eliminates the alternative to use APB Opinion No. 25’s intrinsic value
        method of accounting that was provided in SFAS No. 123 as originally issued.
         Under Opinion 25, issuing stock options to employees generally resulted
        in
        recognition of no compensation cost.  This statement requires entities
        to
        recognize the cost of employee services received in exchange for awards of
        equity instruments based on the grant-date fair value of those awards.  For
        public companies that file as a small business issuer, this statement is
        effective as of the beginning of the first interim or annual reporting period
        that begins after December 15, 2005.
 
 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 $9,355,631
        for the year ended June 30, 2005 and as of June 30, 2005
  F-13


Vinoble,
        Inc.
 (A
        Development
        Stage Company)
 Notes
        to Financial
        Statements
 
 2.
        GOING CONCERN AND MANAGEMENT PLANS (continued from Page F-13)
 
 has
        an accumulated
        deficit of $13,820,630. Those factors create an uncertainty and raise
        substantial doubt about the Company's ability to continue as a going concern.
        Management of the Company entered into an agreement with GarcyCo Capital
        Corp.
        (“GCCC”) as of September 14, 2004 for aggregate consideration of $500,000 to be
        paid in quarterly installments in exchange for a minimum of 400,000 shares
        of Vinoble common stock ( *See
        Note 9.
        Subscription Receivables* ).
        As of June 30,
        2005, the Company has received an aggregate of a $103,042. GCCC was delinquent
        on $46,958 of its June 30 th installment,
        however, as of the date of this filing GCCC is current on its payments under
        the
        agreement. Management of the intends to seek additional financing by
        capitalizing on the value of a recently acquired asset. ( *See
        Note. 12.
        Subsequent Events).* 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.
        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, 2005, 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 June 30,
        2005:




Deferred
        tax
        assets:


Net
                  operating
                  loss carryforwards
              
              $
              3,197,654-----------Gross
                  deferred tax assets
              
              
              3,197,654Valuation
                  allowance
              
              
              (3,197,654)-----------Net
                  deferred
                  tax assets
              
              $
              --===========The
                  components of deferred income tax were as follows:Temporary
                  differences:Net
                  operating
                  loss carryforward
              
              $
              2,172,927Increase
                  in
                  valuation allowance
              
              
              (2,172,927)---------$
              --===========




F-14




Vinoble,
        Inc.
 (A
        Development
        Stage Company)
 Notes
        to Financial
        Statements
 
 
 3.
        INCOME TAXES (continued from F-14)
 
 No
        provision for income taxes has been recorded from inception (July 1, 2001)
        through June 30, 2005, as the Company has incurred losses during those
        periods.
 
 The
        Company has
        approximately $13,800,000 of federal and $6,900,000 of state net loss
        carryforwards available to reduce future federal and state tax liabilities
        which
        will begin to expire in 2022 and 2013, respectively.
 
 4.
        RELATED PARTY PAYABLES
  As
        of June 30, 2005, the Company owes a total of $57,517 to management and
        consultants as reimbursement for expenses incurred during the development
        phase
        of operations. Included in this amount is $10,000 owed to Isaac Simmons and
        Kathyrn A. Christmann, parents of Catherine Thompson, the Company's Chief
        Financial Officer, as reimbursement for legal fees paid in the litigation
        against Hudson Consulting Group, Inc. and $24,873 owed to Joseph Lively,
        the
        Company's Former Chief Executive Officer, for his compensation for the period
        of
        March - May 13, 2005, the date of termination of his employment.
   Additionally, the
        Company agreed to reimburse Ms. Thompson and Mr. Lively for out of
        pocket
        expenses incurred on behalf of the Company. Currently, the Company owes an
        aggregate $ 22,645 for such expenses, including $19,650 to Ms. Thompson and
        $2,995 to Mr. Lively, which are included in Accrued expenses.
  5.
        NOTES PAYABLE WITH ACCRUED INTEREST
 
 The
        Company
        obtained financing in the form of a line-of-credit for up to $30,000, which
        matured on June 30, 2004. Interest accrued at 20% per annum and was payable
        on
        or before June 30, 2004. Per the agreement, the Company, at its discretion,
        elected to settle the Note 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 July 27, 2004, the date of conversion, was $31,661. The Note
        was
        converted into 9,191 shares of restricted common stock, par $ .001, on July
        27,
        2004.
 
 The
        Company
        obtained a second line-of-credit financing from the same party above described
        for an amount up to $15,000, which matured on September 30, 2004. Interest
        accrued at 12% per annum and was payable on or before maturity. Per the
        agreement, the Company, at its discretion, elected to settle 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. The outstanding balance
        on
        the line-of-credit, including interest payable, at November 20, 2004, the
        date
        of conversion, was $10,203. The Note was converted into 170,054 shares of
        restricted common stock, par $ .001, on December 14, 2004.
 
 6.
        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.
 
 F-15









Vinoble,
        Inc.
 (A
        Development
        Stage Company)
 Notes
        to Financial
        Statements
 
 
 6.
        NOTE PAYABLE - INTERACTIVE IDEAS CONSULTING GROUP (continued from Page
        F-15)
 
 The
        Rescission
        Agreement requires the Company to clear certain outstanding balances and
        reimburse certain expenses of IICG incurred in connection with the acquisition.
        This obligation is evidenced by a Convertible Promissory Note in the principal
        amount of $160,000 (the "Note"). The Note bears interest at the rate of 8%
        per
        annum and is due and payable in full on or before May 26, 2005. The Note
        requires that certain installment payments be made to IICG contingent upon
        the
        receipt of certain funding levels by the Company. If the Company receives
        $100,000 - $250,000 in funding during the term of the Note, the Company is
        required to pay 20% of those funds toward the amounts owing on the Note.
        If the
        Company receives $250,001 - $500,000 during the term of the Note, the Company
        is
        required to pay 25% of those funds toward the amounts owing on the Note.
        If the
        Company receives funding in an amount greater than
 $500,000,
        it is
        required to pay the full amount of principal and interest owing on the Note.
        The
        Note is convertible into the Company's common stock after January 2, 2005,
        at a
        conversion price equal to the closing bid price for the Company's common
        stock
        on the date prior to the date of notice of conversion. Conversion is automatic
        at maturity if IICG does not request conversion earlier and if there is no
        event
        of default. The shares would be issued as restricted common stock but would
        have
        piggy-back registration rights.
 
 The
        Company
        believes that there is a sufficient basis on which to dispute the amounts
        of
        principal and interest of the Note. As such, the Company has accrued interest
        through the maturity date, May 26, 2005, in the amount of $12,800; no amounts
        for interest have been accrued beyond that date. As of the date of this filing
        the Company has not converted the Note and IICG has not requested a conversion.
  7.
        CONVERTIBLE PREFERRED STOCK, COMMITTED
   The
        Company has
        entered into an Agreement and Plan of Reorganization ("Agreement") with GCCC
        which will facilitate the Company's acquisition plan. The Agreement provides
        that Vinoble will acquire from GCCC certain property and businesses and in
        consideration, GCCC shall receive 12,500,000 shares of Vinoble's common stock
        which will be used for the purposes of acquiring other businesses and assets
        as
        identified by GCCC and Vinoble. GCCC shall have two years to meet all of
        the
        obligations under the Agreement. Should GCCC fail to meet any or all of its
        commitments, then GCCC shall be required to forfeit the pro-rata balance
        of the
        12,500,000 shares of Common stock issued by Vinoble. Additionally, GCCC is
        to be
        issued 100 shares of non-revocable, Vinoble Series A Convertible Preferred
        Stock
        and 100 shares of non-revocable, Vinoble Series B Preferred Stock.
  The
        Company has
        10,000,000 shares of $.001 par value Preferred Stock authorized. Pursuant
        to the
        Agreement with GCCC, the Company has committed to the issuance of 100 shares
        of
        non-revocable, Series A Convertible Preferred Stock ("Series A") and 100
        shares
        of non-revocable, Series B Convertible Preferred Stock ("Series B") as
        of
        February 11, 2005 as cost of inducement for GCCC to sell certain assets and
        businesses to the Company and for Mr. Lively to accept the position of CEO
        of
        the Company. The Series A shall convert into 50.1% of Vinoble's Common stock
        at
        time of conversion. Time of conversion shall be determined at the sole
        discretion of the shareholder of record. The Series A shall have one vote
        per
        share until said shares are retired at time of conversion. The Series B shall
        convert into Common Stock at a ratio of 1 for 1. Time of conversion shall
        be
        determined at the sole discretion of the shareholder of record. Each share
        of
        Series B shall be entitled to 1,000,000 votes until such shares are converted
        into Common Stock.  The Certificates of Determination for the Series
        A and
        Series B are being prepared and will be filed with the State of Delaware.
        As of
        the date of this filing it is uncertain as to whether all or any of the
        obligations under the Agreement will be fulfilled.
  F-16


Vinoble,
        Inc.
 (A
        Development
        Stage Company)
 Notes
        to Financial
        Statements
    7.
        CONVERTIBLE PREFERRED STOCK, COMMITTED (continued from F-16)
   Both
        the Series A
        and Series B issuances are valued as if converted on the effective date of
        the
        Agreement, February 11, 2005. On that date the Company had 17,405,000 shares
        of
        common stock issued and outstanding, valued at $5,493,563. Conversion of
        the
        Series A to equate to 50.1% of the total issued and outstanding Common stock
        would require the issuance of 17,474,760 shares for a total of 34,879,760
        shares
        of Common stock issued and outstanding. The value of the 17,464,760 shares
        at
        the average price per share of $.32 on February 11, 2005, is $5,515,581.
        Similarly, the 100 shares of Series B converts 1 for 1 to 100 shares of Common
        stock valued at $32. The par value of the Preferred stock for each Series
        A and
        Series B is $.001 and, therefore, for 100 shares, the value is negligible
        for
        purposes of financial statement presentation. The balances of $5,515,581
        and
        $32 are included in Additional paid-in capital.
   8.
        ESCROWED SHARES
   In
        accordance with the Agreement, the Company issued 12,500,000 shares of Common
        stock in the name of GCCC for the purposes of acquiring businesses and assets
        as
        identified by GCCC and the Company. GCCC shall have two years to meet all
        of the
        obligations under the Agreement. Should GCCC fail to meet any or all of its
        commitments, then GCCC shall be required to forfeit the pro-rata balance
        of the
        12,500,000 shares of Common stock issued by the Company. The shares were
        valued
        at $.40 for an aggregate value of $5,000,000 and are held in escrow to be
        paid
        out as required to execute the acquisitions.
  9.
        SUBSCRIPTION RECEIVABLES
 
 On
        September 14, 2004, the Company executed a Stock Purchase Agreement (the
        "SPA")
        with GCCC. The SPA calls for the issuance by the Company of an aggregate
        of
        400,000 shares of common stock, post-split, to GCCC in consideration of the
        payment of $500,000 in cash. The Company is to receive the funds in $50,000
        increments each quarter, beginning October 15, 2004. The 400,000 shares were
        to
        be held in escrow by the Company and delivered on a pro-rata basis within
        10
        days of receipt of each installment. All shares are restricted within the
        meaning of Rule 144 under the Securities Act and must be held indefinitely
        unless subsequently registered or qualified for exemption. The SPA includes
        a
        provision that the purchase price per share, and therefore the number of
        shares
        to be delivered at the time of each installment payment, will be calculated
        for
        each installment at the lesser of: (a) $1.25 or (b) a 37.5% discount to the
        10-day trailing closing price of the Company's common stock at the time of
        each
        payment. As of December 31, 2004, the Company had received $50,000 of the
        first
        installment due on October 15, 2004 and $3,800 to be applied to the next
        installment of $50,000 due on March 31, 2005. The March 31 st installment was
        delinquent and was completed on June 3, 2005. As of June 30, 2005, the Company
        has received $3,042 of the $50,000 installment due. In aggregate, as of June
        30,
        2005, the Company has received $103,042 at an average price of $.24 per share
        causing the delivery of the 442,226 shares issued, including the 400,000
        shares
        originally issued and the 42,226 shares that were issued to restore the value
        of
        the escrow account per the SPA on December 14, 2004. Furthermore, in accordance
        with the terms of the SPA, the Company owed GCCC a balance of 378,187 shares
        of
        Company common stock for the investments received. ( *See
        Note 12.
        Subsequent Events).*
 
 F-17




Vinoble,
        Inc.
 (A
        Development
        Stage Company)
 Notes
        to Financial
        Statements
 
 
 10.
        MANAGEMENT
        EMPLOYMENT CONTRACTS
 
 The
        Company, from
        time to time, enters into consulting agreements with members of Company
        management. As of June 30, 2005, the Company has an Employment Agreement
        in
        effect with Catherine Thompson
        to be
        employed in the capacity of Chief Financial Officer, Vice President of Finance
        and Secretary of the Company and of two wholly owned subsidiaries which the
        Company plans to create. The
        Company and Ms.
        Thompson entered into the Employment Agreement on December 14, 2004. The
        agreement establishes a base salary for Ms. Thompson of $140,000 beginning
        January 1, 2005 to be paid in monthly installments of common stock beginning
        July 1, 2005. The number of shares issued each month is to be based on the
        closing bid price at the time of issuance; two thirds of said shares shall
        be
        registered under Section 8 of the Securities and Exchange Act of 1933 and
        one
        third shall be issued as restricted.
 *(See
        Note 12.
        Subsequent Events)* .
        The term of the
        agreement is from January 1, 2005 - December 31, 2007.
 
 11.
        LITIGATION
 
 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
        the
        Company was 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 1,620 shares of Vinoble
        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
 
 On
        July 1, 2005, the Company amended the Employment Agreement with Catherine
        Thompson to pay her stock based salary compensation on a bi-annual basis
        rather
        than on a monthly basis for cost and efficiency purposes. Ms. Thompson was
        issued 700,000 shares of common stock valued at $.10 per share on July 15,
        2005
        for her compensation through December 31, 2005.
  On
        September 9, 2005, the Company entered into a non-binding Memorandum of
        Understanding (“MOU”)with Sun Oil and Gas Corp. of Vancouver, British Columbia,
        Canada, for the purchase of an interest in a specific oil and gas prospect
        located in Louisiana. Per the terms of the MOU, Vinoble would commit $135,000
        for its interest in the development of the project.
 
 At
        June 30, 2005, the Company had received $3,042 of the $50,000 installment
        due
        from the GCCC Stock Purchase Agreement (“SPA”). As of the date of this filing,
        the Company has received the amounts owed on both the June 30 and September
        30
        installments. We have received an aggregate of $205,562 in
  F-18


Vinoble,
        Inc.
 (A
        Development
        Stage Company)
 Notes
        to Financial
        Statements
 
 
 12.
        SUBSEQUENT
        EVENTS (continued from F-18)
 
 financing
        from the
        SPA to date and we have delivered 2,357,857 shares of common stock as calculated
        at a 37.5% discount to the 10-day trailing closing price of the Company's
        common
        stock at the time of each payment per the terms of the SPA.  Additionally,
        on
        October 7, 2005, the Company issued 3,271,536 restricted shares at $ .09
        per
        share to restore the equity of the escrow account to $ 294,438.
 
 In
        the period from June 30, 2005 to October 7, 2005, the Company issued 16,818,799
        shares of common stock for services and for the SPA with GCCC.
  On
        October 10, 2005, the Company
        excecuted a Purchase Agreement (the "Hazard Agreement") with Overseas Investment
        Banking Alliance, S.A., a Panamanian corporation ("Overseas"), for the purchase
        of Overseas' 98% interest in the Hazard Lake Property in
        Ontario, Canada.  The Hazard Agreement calls for an aggregate
        purchase
        price of $397,000, of which $197,000 is to be paid in cash (of which $67,000
        has
        been prepaid), with the balance represented by a note for $130,000, payable
        in
        annual installments as follows: $25,000 on March 15, 2006, $30,000 on March
        15, 2007, $35,000 on March 15, 2008, and $40,000 on March 15, 2009. 
        Additionally the Company will issue 2,000,000 shares of common shares to
        Overseas, valued at $200,000.
 
 F-19