-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Udzpx6ZbMkENcm0gM9ZYgP/YGE/izKzzKyU3Xom/RQg+ebzLCyWMEsw6TWyFRzcM GHz4kOujDswZX8umxTd9Iw== 0001091818-03-000158.txt : 20030520 0001091818-03-000158.hdr.sgml : 20030520 20030520170010 ACCESSION NUMBER: 0001091818-03-000158 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHANA ENTERPRISES CENTRAL INDEX KEY: 0000030966 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 952312900 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-07894 FILM NUMBER: 03713073 BUSINESS ADDRESS: STREET 1: 268 WEST 400 SOUTH SUITE 300 CITY: SALT LAKE CITY STATE: X1 ZIP: 84101 BUSINESS PHONE: 801-575-8073 MAIL ADDRESS: STREET 1: 2899 AGOURA RD STREET 2: STE 168 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 95112 FORMER COMPANY: FORMER CONFORMED NAME: ERLY INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EARLY CALIFORNIA INDUSTRIES INC DATE OF NAME CHANGE: 19851202 FORMER COMPANY: FORMER CONFORMED NAME: EARLY CALIFORNIA FOODS INC DATE OF NAME CHANGE: 19700114 10QSB 1 ohna030520_10qsb.txt QUARTERLY REPORT U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 10-QSB [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2003 [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____ to ____ Commission file number: 001-07894 OHANA ENTERPRISES, INC. (FKA TORCHMAIL COMMUNICATIONS, INC.) - ----------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 95-2312900 -------- ---------- (State or Other Jurisdiction (IRS Employer of Incorporation) Identification No.) 2899 Agoura Road, #168, Westlake Village, CA 91361 - ----------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (818) 991-6020 -------------------------------------------------- Registrant's telephone number, including area code Check whether the issuer: (1) filed all the reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X__ No __ The number of outstanding shares of the issuer's common stock, $0.001 par value ( the only class of voting stock), as of March 31, 2003 was 16,307,918. ======================================================================== PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (a) Condensed Consolidated Financial Statements -------------------------------------------- Condensed consolidated financial information relating to Ohana Enterprises, Inc., a Delaware corporation ("Company") and its subsidiary, Virtual Interviews, Inc., a Nevada corporation, is provided on pages F-1 through F-4 of this amended Report. Financial Statements: Page -------------------------------------------- Condensed Consolidated Financial Statements: Balance Sheet F-1 Statements of Operations F-2 Statement of Cash Flows F-3 Notes to Financial Statement F-4 =========================================================================== OHANA ENTERPRISES, INC.and Subsidary ( A Development Stage Company) UNAUDITED CONSOLIDATED BALANCE SHEET
June 30, March 31, 2002 2003 -------------- -------------- Unaudited CURRENT ASSETS Cash $ - $ 4,033 Prepaid expenses - 93,468 Notes receivable-related parties - 200,000 -------------- ------------- TOTAL ASSETS $ - $ 297,501 ============== ============= LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts Payable and accrued liabilities $ 25,918 $ 40,044 Accrued liabilities-Related Party - 28,358 Note Payable-Hudson Consulting - 200,000 -------------- ------------- Total Current Liabilities 25,918 268,402 STOCKHOLDERS' EQUITY (DEFICIT) Preferred Stock, $.001 par value, 10,000,000 shares authorized; issued and outstanding: nil - - Common Stock, $.001 par value, 200,000,000 shares authorized; 9,384,543 and 16,307,918, respectively issued and outstanding 9,385 16,308 Stock subscription receivable (850) - Additional Paid in Capital 19,025 406,905 Accumulated Deficit (53,478) (394,114) -------------- ------------- Total Stockholders' Deficit (25,918) 29,099 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ 297,501 The Accompanying Notes Are An Integral Part Of These Financial Statements
F-1 OHANA ENTERPRISES, INC. AND SUBSIDIARY (A Development Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
From Inception (July 1, 2001) Three Months Ended Nine Months Ended to March 31, March 31, March 31 2002 2003 2002 2003 2003 ----------------- --------------- ------------ (Unaudited) (Unaudited) (Unaudited) General and administrative expenses $ 7,904 $ 128,800 $ 34,470 $ 340,636 $ 394,114 -------- -------- -------- -------- ----------- Loss from Operations (7,904) (128,800) (34,470) (340,636) (394,114) -------- --------- --------- --------- ----------- Net Loss $ (7,904) (128,000) $(34,470) $(340,636) $ (394,114) ========= ========== ========= ========== =========== Basic weighted average number of Common shares outstanding 7,250,000 14,775,696 3,228,102 8,867,725 ========= ========== ========= ========= Net loss per common share Basic $ (0.00) $ (0.01) $ (0.00) $ (0.04) ========= ========== ========= ========= The Accompanying Notes Are An Integral Part Of These Financial Statements
F-2 OHANA ENTERPRISES, INC. AND SUBSIDIARY (A Development Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
From Inception Nine Months Ended (July 1, 2001) March 31 to 2001 2002 March 31, 2002 (Unaudited) (Unaudited) ---------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(34,470) $ (340,636) $ (394,114) Adjustments to reconcile net loss to net provided by operating activities Non-cash adjustments: Issuance of stock for services 21,157 368,370 395,930 Changes in: Prepaid expenses - (93,468) (93,468) Accounts Payable and accrued liabilities 13,313 16,409 42,327 Accrued Liabilities-related parties - 28,358 28,358 ---------- --------- ----------- NET CASH USED BY OPERATING ACTIVITIES - (20,967) (20,967) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock - 25,000 25,000 ---------- -------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES - 25,000 25,000 NET CHANGE IN CASH - 4,033 4,033 CASH, beginning of year - - - ---------- --------- ---------- CASH, end of period $ - $ 4,033 $ 4,033 ========== ========== ========== SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES: Issuance of stock for service $ 21,157 $ 368,370 $ 395,930 =========== ========= =========== The Accompanying Notes Are An Integral Part Of These Financial Statements
1. ORGANIZATION Ohana Enterprises, Inc., a Delaware corporation (together with its wholly-owned subsidiary, the "Company") was incorporated in the State of Nevada on July 1, 2001. The Company is in the development stage, as defined in Financial Accounting Standards Board Statement No. 7. The Company's year end is June 30. Ohana Enterprises provides services and products within the market segment of human resource professional services and outsourcing. The Company provides employers, recruiters and search firms the tools and services to facilitate the initial screening and skills assessment of job candidates. Ohana Enterprises will conduct the candidate interview at one of its professional office locations, capture the interview on video, and stream it to the client on demand over a secure private intranet. Candidate interviews will be archived for client review. Human Resource Managers will be able to designate viewing permissions to other hiring managers within the organization. The Company's service is targeted at the professional, managerial, and specialized hiring needs of Global 2000 companies and private industry. The service will be distributed directly through the Ohana Enterprises sales force and indirectly through distribution partners such as recruiting agencies and executive outplacement firms. 2. BASIS OF PRESENTATION The accompanying unaudited financial statements include the accounts of Ohana Enterprises, Inc. and its wholly-owned subsidiary. The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States. In the opinion of management, the unaudited interim financial statements for the nine months ended March 31, 2003 are presented on a basis consistent with the audited financial statements and reflect all adjustments, consisting only of normal recurring accruals, necessary for fair presentation of the results of such period. The results for the nine months ended March 31, 2003, are not necessarily indicative of the results of operations for the full year ending June 30, 2003. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's filing on Form 8K/A filed on May 7, 2003. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates. 3. RELATED PARTY PAYABLES The Company owes a total of $28,358 to management and consultants as reimbursement for expenses incurred during the development phase of operations. These are non interest-bearing obligations of the Company. F-4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS. THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE STRATEGIES THAT ARE SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS", "BELIEVES", OR SIMILAR LANGUAGE. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS, UNCERTAINTIES AND OTHER FACTORS. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO THE COMPANY ON THE DATE HEREOF AND SPEAK ONLY AS OF THE DATE HEREOF. THE FACTORS DISCUSSED BELOW UNDER "FORWARD-LOOKING STATEMENTS" AND ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-QSB ARE AMONG THOSE FACTORS THAT IN SOME CASES HAVE AFFECTED THE COMPANY'S RESULTS AND COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto. PLAN OF OPERATION The Company emerged from bankruptcy on August 21, 1999 as Erly Industries, Inc. On January 24, 2001, Erly Industries, Inc. changed its domicile from California to Delaware and changed its name to Torchmail Communications, Inc. On October 18, 2002, the Company consummated the acquisition of one hundred percent (100%) of the outstanding common stock of Virtual Interviews, Inc., a Nevada corporation ("VI") in exchange for the issuance of an aggregate of 9,384,543 shares of the Company's common stock to the former Virtual Interviews shareholders. This acquisition resulted from the Company's efforts over a period of time to locate an existing business or business assets with which the Company could enter into a merger or acquisition. On December 10, 2002, the Company changed its name to Ohana Enterprises, Inc. in association with the change in control and acquisition of VI. Ohana Enterprises, Inc. is a holding company with no operations. VI is a wholly-owned subsidiary of the Company, and is the only operational business within the Company. 2 The Company provides services and products within the market segment of human resource professional services and outsourcing. The Company provides employers, recruiters and search firms the tools and services to facilitate the initial screening and skills assessment of job candidates. The Company will conduct the candidate interview at one of its professional office locations, capture the interview on video, and stream it to the client on demand over a secure private intranet. Candidate interviews will be archived for client review. Human Resource Managers will be able to designate viewing permissions to other hiring managers within the organization. The Company's service is targeted at the professional, managerial, and specialized hiring needs of Global 2000 companies and private industry. The service will be distributed directly through the Virtual Interviews sales force and indirectly through distribution partners such as recruiting agencies and executive out-placement firms. RESULTS OF OPERATIONS Three and Nine Months Ended March 31, 2003 Compared To Three and Nine Months Ended March 31, 2002 Revenues. The Company did not generate any revenue in the three and nine months ended March 31, 2003 and 2002. Since the October 2002 acquisition of VI, the Company's focus has been on the creation of an infrastructure and the development of the VI suite of products. The Company has been in the development stage since July 2001. General and Administrative Expenses. The Company incurred $128,800 in general and administrative expenses for the three months ended March 31, 2003, compared to $7,904 for the three months ended March 31, 2002. The Company incurred $340,636 in general and administrative expenses for the nine months ended March 31, 2003, compared to $34,470 for the nine months ended March 31, 2002. The increases in the three and nine-month periods in 2003 were due primarily to expenses incurred in the continued development of Virtual Interviews' infrastructure, services and products. Included in general and administrative expense for the three months ended March 31, 2003 was $290,000 of expense related to the issuance of an aggregate of 2,400,000 shares of common stock to employees and consultants in lieu of cash compensation. Employees and consultants receiving stock agreed to receive these securities, in lieu of cash, for payment of services rendered. In the nine months ended March 31, 2002, similar non-cash compensation equaled $21,157 for the issuance of an aggregate of 6,966,667 shares of common stock. 3 Sales and Marketing Expenses. The Company has incurred no sales and marketing expenses since the date of inception as it has been a development stage company. Management expects to commence sales and marketing efforts in the second half of 2003. Net Loss. As a result of the foregoing factors, the Company's net loss increased to $128,800 and $340,636, respectively, for the three and nine months ended March 31, 2003, compared to a net loss of $7,904 and $34,470, respectively, for the three and nine months ended March 31, 2002. The net loss per share was $0.01 and $0.04 for the respective three and nine month periods ended March 31, 2003, from $0.00 and $0.01 for the respective three and nine months periods ended March 31, 2002. LIQUIDITY AND CAPITAL RESOURCES The Company has not had any revenues to date, and has experienced operating losses since inception primarily caused by its continued development and marketing costs. As shown in the accompanying financial statements, the Company incurred a net loss of $128,800 and $340,636, for the respective three and nine month periods ended March 31, 2003. Those factors create an uncertainty and raise substantial doubt about the Company's ability to continue as a going concern. Management of the Company is actively seeking additional capital; however, there can be no assurance that such financing will be available on terms favorable to the Company, or at all. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Continuation of the Company as a going concern is dependent on the Company continuing to raise capital, developing significant revenues and ultimately attaining profitable operations. The Company is currently devoting its efforts to raising capital and to second generation development of the Virtual Interviews service. Management anticipates that additional capital will be derived from public or private placements of equity and debt securities; however, to date the Company has not entered into any agreements or other arrangements providing such additional capital. Virtual Interviews is also seeking potential partners to enter into strategic alliances for sales, distributions and customer service. The Company has identified one such partner, and is currently finalizing the terms of the agreement. This relationship would benefit Virtual Interviews through the acceleration of product deployment with minimal initial cost outlays. Virtual Interviews has initialized the design of software requirements specifications for a second generation product with a third party developer. Other efforts are focused on building the Company's Board of Directors and Board of Advisors in an attempt to bring additional experience and industry expertise to the Company. 4 CONTROLS AND PROCEDURES On May 15, 2003, management concluded its evaluation of the effectiveness of the Company's disclosure controls and procedures. As of that date, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company maintains effective disclosure controls and procedures that ensure information required to be disclosed in the Company's reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Specifically, the disclosure controls and procedures assure that information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of management's evaluation. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. Not applicable. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. Not applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 5. OTHER INFORMATION. Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Exhibit No. Title of Exhibit ----------- ----------------- 99.01 Certification of Chief Executive Officer 99.02 Certification of Chief Financial Officer 6 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OHANA ENTERPRISES, INC. /s/Gerard Nolan Date: May 20, 2003 ---------------------- Gerard Nolan Chief Executive Officer CERTIFICATIONS I, Gerald Nolan, certify that: 1. I have reviewed this Quarterly report on Form 10-QSB of OHANA ENTERPRISES, INC.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we have: a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 20, 2003 /s/Gerald Nolan - ------------------ Gerlad Nolan Chief Executive Officer 7 ========================================= I, Catherine Thompson, certify that: 1. I have reviewed this Quarterly report on Form 10-QSB of OHANA ENTERPRISES, INC. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we have: a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 20, 2003 /s/ Catherine Thompson -------------- Catherine Thompson Secretary and Chief Financial Officer 8 =============================================================== Exhibit 99.01-Certification of Chief Executive Officer CERTIFICATION OF CHIEF EXECUTIVE OFFICER I,Gerald Nolan, Chief Executive Officer of OHANA ENTERPRISES, INC (the "Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge: (1) the Quarterly Report on Form 10-QSB of the Registrant, to which this certification is attached as an exhibit (the "Report"), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: May 20, 2003 /s/Gerald Nolan - ------------------ Gerald Nolan Chief Executive Officer ============================ Exhibit 99.02-Certification of Chief Financial Officer CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Catherine Thompson, Chief Executive Officer of OHANA ENTERPRISES, INC. (the "Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge: (1) the Quarterly Report on Form 10-QSB of the Registrant, to which this certification is attached as an exhibit (the "Report"), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: May 20, 2003 /s/ Catherine Thompson -------------- Catherine Thompson Secretary and Chief Financial Officer EX-99.01 3 ex990110qsb.txt CERTIFICATION Exhibit 99.01-Certification of Chief Executive Officer CERTIFICATION OF CHIEF EXECUTIVE OFFICER I,Gerald Nolan, Chief Executive Officer of OHANA ENTERPRISES, INC (the "Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge: (1) the Quarterly Report on Form 10-QSB of the Registrant, to which this certification is attached as an exhibit (the "Report"), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: May 20, 2003 /s/Gerald Nolan - ------------------ Gerald Nolan Chief Executive Officer EX-99.02 4 ex990210qsb.txt CERTIFICATION Exhibit 99.02-Certification of Chief Financial Officer CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Catherine Thompson, Chief Executive Officer of OHANA ENTERPRISES, INC. (the "Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge: (1) the Quarterly Report on Form 10-QSB of the Registrant, to which this certification is attached as an exhibit (the "Report"), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: May 20, 2003 /s/ Catherine Thompson -------------- Catherine Thompson Secretary and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----