10QSB

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

Quarterly report under Section 13 or 15(d) of
the Securities Exchange Act of 1934 for
the quarterly period ended March 31, 2005

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

          VINOBLE, INC.            
(Exact Name of Registrant as Specified in Its Charter)

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

23852 Pacific Coast Hwy, #167, Malibu CA 90265

(Address of Principal Executive Offices)

(310) 456-3199
(Registrant's telephone number, including area code)

        Check whether the issuer: (1) filed all the reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X           No __

        The number of outstanding shares of the issuer's common stock, $0.001 par value, as of May 5, 2005 was 23,185,000.

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

VINOBLE, INC.
INDEX
PART I -	FINANCIAL INFORMATION	F-1
ITEM 1.	FINANCIAL STATEMENTS	F-1
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	1
ITEM 3.	CONTROLS AND PROCEDURES	13
PART II -	OTHER INFORMATION	13
ITEM 1.	LEGAL PROCEEDINGS	13
ITEM 2.	UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS	13
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	14
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	14
ITEM 5.	OTHER INFORMATION	14
ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K	14
SIGNATURES		14
CERTIFICATIONS

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
(a) Condensed Financial Statements	Page
Condensed Balance Sheets (Unaudited) as of June 30, 2004 and March 31, 2005	F-1
Condensed Statements of Operations (Unaudited) For the Three and Nine Months Ended March 31, 2004 and 2005, and from Inception (July 1, 2001) to March 31, 2005	F-2
Condensed Statements of Cash Flows (Unaudited) For the Nine Months Ended March 31, 2004 and 2005, and from Inception (July 1, 2001) to March 31, 2005	F-3
Notes to Condensed Financial Statements	F-5

Vinoble, Inc.
(A Development Stage Company)
Condensed Balance Sheets
		June 30,		March 31,
		2004		2005
				(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	-	$	67
Prepaid Assets		302,582		213,333
Deferred acquisition cost		-		235,246
Other Assets		384		384
Total Current Assets		302,966		449,030
TOTAL ASSETS	$	302,966	$	449,030
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	191,650	$	224,508
Accrued liabilities - related parties		148,367		45,031
Bank overdraft		14		-
Notes payable with accrued interest		41,926		-
Notes payable with accrued interest - Interactive Ideas Consulting Group		161,192		170,801
Total Current Liabilities		543,149		440,340
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $.001 par value, 10,000,000 shares authorized
Series A Preferred Stock, nil and 100 shares issued and outstanding, respectively		-		-
Series B Preferred Stock, nil and 100 shares issued and outstanding, respectively		-		-
Common stock, $.001 par value, 400,000,000 shares
authorized; 150,571 and 20,005,000 shares respectively, issued and outstanding		151		20,005
Additional paid-in capital		4,224,665		18,168,712
Stock subscription receivable		-		(418,931)
Common stock held in escrow		-		(5,000,000)
Treasury stock, 1,620 shares		-		(810)
Accumulated deficit		(4,464,999)		(12,760,286)
Total Stockholders' Equity (Deficit)		(240,183)		8,690
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	302,966	$	449,030
The accompanying notes are an integral part of these financial statements.

F-1

Vinoble, Inc.
(A Development Stage Company)
Condensed Statements of Operations
									From
									Inception
	Three Months Ended					Nine Months Ended			(July 1, 2001)
	March 31,					March 31,			to March 31,
		2004	2005			2004		2005	2005
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
General and administrative expenses		$ 1,274,426		$ 7,139,597		$ 1700,395		$ 8,375,139	$12,264,305
Loss from operations		(1,274,426)	(7,139,597)		(1,700,395)		(8,375,139)		(12,264,305)
Other income and expenses
Gain from extinguishments of debt		83,000		-		83,000		-	83,000
Gain from settlement of lawsuit		-		-		-		90,415	90,415
Interest expense		-		(3,156)		-		(10,562)	(14,455)
Net Loss from continuing
operations after other income		(1,191,426)	(7,142,753)		(1,617,395)		(8,295,286)		(12,105,345)
Discontinued operations
Loss on operations of Visual
Interviews, Inc., less applicable taxes		-		-		-		-	(381,916)
Loss on disposal of Visual
Interviews, Inc., less applicable taxes		-		-		-		-	(73,025)
		(1,191,426)	(7,142,753)		(1,617,395)		(8,295,286)		(12,560,286)
Provision for loss on related
parties notes receivable		-		-		-		-	(200,000)
Net Loss	$(1,191,426)		$(7,142,753)		$(1,617,395)		$(8,295,286)		$(12,760,286)
Basic weighted average number
of common shares outstanding		86,714	12,337,222			41,562		4,607,467
Net Loss per common share, Basic		$ (13.74)		$ (0.58)		$ (38.92)		$ (1.80)
The accompanying notes are an integral part of these financial statements.

F-2

Vinoble, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
						From Inception
		Nine Months Ended				July 1, 2001
		March 31,				to March 31,
	2004		2005			2005
	(Unaudited)		(Unaudited)		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,617,395)	$	(8,295,286)	$	(12,760,286)
Adjustments to reconcile net loss to net cash provided by operating activities
Non-cash adjustments:
Effect of merger		-		-		(27,717)
Provision for loss on receivable received in merger		-		-		200,000
Issuance of stock for services		3,533,894		2,807,306		6,778,838
Gain from extinguishments 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		175,034
Issuance of stock for Notes payable with accrued interest		-		42,371		42,371
Issuance of stock for Subscription receivable		-		13,184		13,184
Issuance of stock for Cost of inducement		-		5,515,613		5,515,613
Changes in:
Accounts receivable		(416)		-		(384)
Prepaid expenses		(1,998,779)		89,249		(133,333)
Deferred cost of acquisition		-		(235,246)		(235,246)
Accounts payable and accrued liabilities		58,753		32,856		228,401
Accrued liabilities - related parties		17,595		(103,337)		45,030
Accrued interest		-		6,908		6,908
NET CASH USED IN OPERATING ACTIVITIES		(89,348)		(41,763)		(325,002)
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		293		(14)		-
Payment received on subscription receivable		51,740		81,069		160,171
Offering costs		-		-		(3,102)
Notes payable		29,125		(39,225)		160,000
Proceeds from sale of common stock		100,000		-		125,000
Payment on Note payable - Hudson Consulting Group, Inc.		(117,000)		-		(117,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES		64,158		41,830		325,069
NET CHANGE IN CASH		(25,190)		67		67
Cash, beginning of period		25,190		-		-
Cash, end of period	$	0	$	67	$	67
Table continued, page F-4

F-3

	Nine Months Ended
	March 31,
2004		2005
(Unaudited)		(Unaudited)

SUPPLEMENTAL SCHEDULE OF NON- CASH INVESTING ACTIVITIES:
Issuance of common stock for services	$	1,166,610	$	2,106,473
Issuance of common stock for prepaid services	$	2,002,704	$	700,833
Issuance of preferred stock for cost of inducement	$	-	$	5,515,613
The accompanying notes are an integral part of these financial statements.

F-4

Vinoble, Inc.
(A Development Stage Company)

Notes to Unaudited Financial Statements

1. ORGANIZATION AND BUSINESS

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

The Company has 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. To assist in achieving that goal, the Company effected a 500-for-one reverse split as approved by a majority of the holders of common stock by written consent. Concurrently, the Company changed its name from Ohana Enterprises, Inc. to Vinoble, Inc. Both the name change and the reverse split became effective on November 19, 2004. All share numbers and values have been retroactively restated for purposes of comparison.

The Company's strategy is targeted at the homeland security, security information systems, and other security services. As part of this strategy, the Company has entered into an Agreement and Plan of Reorganization ("Agreement") with GarcyCo Capital Corp. ("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 Series A Convertible Preferred Stock 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 Convertible Preferred Stock shall have one vote per share until said shares are retired at time of conversion. The Series B Convertible Preferred Stock 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 Convertible Preferred Stock shall be entitled to 1,000,000 votes until such shares are convened into Common Stock.

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.

Sentry supports traditional fire and burglar alarm systems in residential and commercial environments, and has developed relationships with more than 200 alarm installer/dealers that bring new clients to the central station every month. With more than five years of operation in the industry and steady annual growth, the company currently maintains a client base of more than 19,000 customers nationwide. In an effort to offer a more comprehensive suite of security services and create new cross-sell opportunities within Sentry's existing client base, Vinoble intends to expand the operations of Sentry to include mobile alarm sensors, GPS (Global Positioning Systems) and RFID (Radio Frequency Identification) asset tracking services, CCTV (Closed Circuit Television) and other forms of data feeds.

MSI is an established 29-year old business located in Stony Brook, New York, which offers physical security services in the retail sector of the security business. The company offers a range of services designed to protect clients' physical infrastructure, property and personnel.

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 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.

Joseph Lively became Chief Executive Officer of Vinoble on February 11, 2005.  However, Mr. Lively has subsequently resigned from that position to alleviate some of the financial burden to the Company (See Note 8 - Subsequent Events).  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 Mr. Thomas Welch. Consequently, the Company and Mr. Welch will not seek definitive agreements for those acquisitions.

Vinoble is continuing its efforts and has identified and begun initial discussions with management of two businesses in the Wireless Asset Tracking sub-sector of Homeland Security. These companies possess existing technologies that may provide certain components in the asset tracking and management of customer mobile and non-mobile assets. Vinoble intends to license and purchase specific application technology and assets to provide end-to-end solutions for the tracking, management, and monitoring of both mobile and non-mobile assets. The Company anticipates the need for the convergence and use of

F-5

Vinoble, Inc.
(A Development Stage Company)

Notes to Unaudited Financial Statements

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

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.

Vinoble is continuing its due diligence on another acquisition candidate, which is not a security related company. The business is a leader in a niche market and has the potential to contribute significant asset value to Vinoble. Vinoble intends to continue to seek and identify opportunities that will enhance the Company's strategy.

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

2. BASIS OF PRESENTATION

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

In the opinion of management, the unaudited interim financial statements for the three and nine month periods ended March 31, 2005, are presented on a basis consistent with the audited financial statements and reflect all adjustments, consisting only of normal recurring accruals, necessary for fair presentation of the results of such period. The results for the three and nine months ended March 31, 2005 are not necessarily indicative of the results of operations for the full year ending June 30, 2005. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended June 30, 2004.

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

3. DEFERRED COST OF ACQUISITION

As of March 31, 2005, the Company has accumulated $235,246 in acquisition costs. The amount includes costs paid to consultants for services provided and to be provided in relation to the acquisition and inspection fees. The Company issued, and the consultants agreed to accept in lieu of cash, an aggregate of 453,882 shares of common stock, par $.001, on a post-split basis as payment for these services. Additionally, the Company has paid $4,145 in cash for inspection fees in connection with one of the acquisitions.

F-6

Vinoble, Inc.
(A Development Stage Company)

Notes to Unaudited Financial Statements

4. RELATED PARTY PAYABLES

As of March 31, 2005, the Company owes a total of $45,031 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 $14,167 owed to Joseph Lively, the Company's Chief Executive Officer, for his compensation for the month of March.

Additionally, Vinoble agreed to reimburse Ms. Thompson and Mr. Lively for out of pocket expenses incurred on behalf of Vinoble. Currently, the Company owes an aggregate $ 20,864 for such expenses, including $17,869 to Ms. Thompson and $2,995 to Mr. Lively.

5. PREFERRED STOCK

The Company has 10,000,000 shares of $.001 par value Preferred Stock authorized. Pursuant to the Agreement with GCCC, the Company issued 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") on February 11, 2005. 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.

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 balance of $5,515,580.90 and $31.90 is included in Additional paid in capital.

6. 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 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. 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.

7. SUBSCRIPTION RECEIVABLES

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, 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 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. 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. Upon payment of the installments, the Company delivered to GCCC 85,257 shares in aggregate from the 400,000 held in escrow. Per the terms of the agreement, the aforementioned issuance caused a deficit in the escrow account of 42,226 shares. GCCC requested that the additional shares be issued to be held in the escrow account in order to maintain the value established by the agreement. The additional 42,226 shares of restricted common stock, par $ .001, were issued on December 14, 2004 and are being held in escrow. As of March 31, 2005, the Company had received $31,069 toward the $50,000 installment due on that date.

F-7

Vinoble, Inc.
(A Development Stage Company)

Notes to Unaudited Financial Statements

8. SUBSEQUENT EVENTS

As of the date of this filing the Company has received a total of $90,969 from GarcyCo Capital Corp. The Company has delivered 286,485 shares of common stock from escrow valued at an average price of $.32 per share. The balance of 70,484 shares remain in escrow.  In accordance with the terms of the Stock Purchase Agreement with GCCC, the purchase price per share of the 400,000 shares, and therefore the number of shares to be delivered at the time of each installment payment, is to 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.  The Company's stock price has not exceeded $1.25 and, therefore, it is recognized that the Company will be required to issue additional shares to satisfy the terms of the agreement. The number of shares in deficit is 213, 709 calculated using method (b) as previously described.

On May 13, 2005, the Company received the written resignation of Joseph Lively from his position as President and CEO in the interests of alleviating some of the financial burden to the Company.  Mr. Lively has agreed to remain a consultant to the Company and will continue to work with the Company on its acquisition strategy.  The Company will not endeavor to seek a new CEO immediately but may do so as it becomes necessary should Mr. Lively not accept the position.  In the interim, Catherine Thompson, the Company's Chief Financial Officer, will assume the duties of CEO.  At this time it is unknown as to whether Mr. Lively will participate as a Director or if GCCC will designate a new representative for the Board of Directors of Vinoble.

F-8

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

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE STRATEGIES THAT ARE SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS", "BELIEVES", OR SIMILAR LANGUAGE. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS, UNCERTAINTIES AND OTHER FACTORS. ALL FORWARD- -LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO THE COMPANY ON THE DATE HEREOF AND SPEAK ONLY AS OF THE DATE HEREOF. THE FACTORS DISCUSSED BELOW UNDER "FORWARD-LOOKING STATEMENTS" AND ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-QSB AND IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 2004, ARE AMONG THOSE FACTORS THAT IN SOME CASES HAVE AFFECTED THE COMPANY'S RESULTS AND COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS.

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

PLAN OF OPERATION

BACKGROUND

        The Company emerged from bankruptcy 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 100% of the outstanding common stock of Visual Interviews, Inc., a Nevada corporation ("VI") in exchange for the issuance of an aggregate of 18,769 shares of the Company's common stock on a post-split basis to the former VI shareholders.

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

        After an extensive review and consideration of available opportunities, on April 1, 2004, the Company acquired 100% of the issued and outstanding common stock of RestauranTech ("RestauranTech") from its parent company, Interactive Ideas Consulting Group ("IICG"), in consideration for the issuance to IICG of an aggregate of 3,400 shares of the Company's Series A Convertible Preferred Stock (the "Series A Preferred Stock"). An additional 1,000 shares of Series A Preferred Stock was to be issued for services in connection with the acquisition. The Series A Preferred Stock was intended to be convertible into common stock at a ratio of 100 shares of common stock for every one share of Series A Preferred Stock. Neal Weisman, a shareholder of the Company, was the former president and a former shareholder of IICG. At April 1, 2004, the Company had an aggregate of 126,834 shares of common stock outstanding on a fully-diluted, post-split, basis. Therefore, if IICG had converted all of the Series A Preferred Stock issuable on that date, it would have owned and controlled 77.62% of the Company's fully-diluted common stock and 77.62% of the Company's outstanding common stock calculated pursuant to Rule 13d-3(d)(1)(B) of the Securities Exchange Act of 1934.

1

        Subsequent to the closing of the acquisition of RestauranTech, certain differences in strategic direction for the organization and other issues arose which caused the Company and IICG to mutually rescind the transaction on May 27, 2004. The Series A Preferred Stock had not been issued, and the Board of Directors rescinded the resolution authorizing its issuance. The Rescission Agreement required the Company to clear certain outstanding balances and reimburse certain expenses of IICG incurred in connection with the acquisition. This obligation is evidenced by a Convertible Promissory Note in the principal amount of $160,000 (the "Note"). The Note bears interest at the rate of 8% per annum and is due and payable in full on or before May 26, 2005. The Note requires that certain installment payments be made to IICG contingent upon the receipt of certain funding levels by the Company. If the Company receives $100,000 - $250,000 in funding during the term of the Note, the Company is required to pay 20% of those funds toward the amounts owing on the Note. If the Company receives $250,001 - $500,000 during the term of the Note, the Company is required to pay 25% of those funds toward the amounts owing on the Note. If the Company receives funding of an amount greater than $500,000, it is required to pay the full amount of principal and interest owing on the Note. The Note is convertible into the Company's common stock after January 2, 2005, at a conversion price equal to the closing bid price for the Company's common stock on the date prior to the date of notice of conversion. Conversion is automatic at maturity if IICG does not request conversion earlier and if there is no event of default. The shares would be issued as restricted common stock but would have piggy-back registration rights. To date, IICG has not elected to convert the Note.

        Since June 2004, the Company has renewed its search for an operating business or assets for acquisition. This search gained momentum in September 2004, due in part to the consummation of a significant investment in the Company by a strategic partner. On September 14, 2004, the Company executed a Stock Purchase Agreement (the "SPA") with GarcyCo Capital Corp. ("GCCC"). The SPA calls for the issuance by the Company of an aggregate of 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 beginning October 15, 2004 and continuing each calendar quarter from and after March 31, 2005. The 400,000 shares will be held in escrow by the Company and delivered on a pro-rata basis within 10 days of receipt of each installment. All shares are restricted within the meaning of Rule 144 under the Securities Act and must be held indefinitely unless subsequently registered or qualified for exemption. The SPA includes a provision that the purchase price per share, and therefore the number of shares to be delivered at the time of each installment payment, will be calculated for each installment at the lesser of: (a) $1.25 or (b) a 37.5% discount to the 10 day trailing closing price of the Company's common stock at the time of each payment. As part of the consideration for the SPA, GCCC has the right to elect one Board Member and agreed to retain Catherine Thompson and Michael Avatar on the Board of Directors and as consultants through the next fiscal year, ending June 30, 2005. GCCC has designated Joseph Lively as its representative on the Board of Directors, however, Mr. Lively has not yet accepted the position, and it is unknown at this time as to whether Mr. Lively will participate as a Director or if GCCC will designate a new representative for the Board of Directors of Vinoble.

        At September 14, 2004, the Company had an aggregate of 305,108 shares of common stock outstanding on a fully-diluted basis, post-split. Based on the price of the Company's common stock at that date, GCCC would own and control approximately 56.73% of the Company's fully-diluted common stock and 56.73% of the Company's outstanding common stock calculated pursuant to Rule 13d-3(d)(1)(B) of the Securities Exchange Act of 1934. As of the date of this filing the Company has received a total of $90,969 from GCCC and has delivered 286,485 shares of common stock from escrow valued at an average price of $0.32 per share. On December 14, 2004, an additional 42,226 shares of restricted common stock were issued to be held in the escrow account in order to maintain the value established by the agreement. As of the date of this filing, the total balance of 70,484 shares is currently being held in escrow and the remaining deficit in the escrow account is 213,709 shares, as calculated using method (b) described above.

        The principals of GCCC are assisting in finding acquisition candidates for the Company, structuring such acquisitions and effecting a transition to corporate growth. GCCC and Vinoble believe that the timing is right to capitalize on the dramatic growth in the security market by delivering highly valuable professional services, security products, security training and managed security services. The principals of GCCC have numerous contacts in this industry and as such, they have identified a number of acquisition targets to assist Vinoble in its Homeland Security roll-up strategy.

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        The Company has focused efforts on identifying and evaluating business opportunities for acquisition or merger to meet its objective of attaining a listing on a national exchange. To assist in achieving that goal, the Company effected a 500-for-one reverse split as approved by a majority of the holders of common stock by written consent. Concurrently, the Company changed its name from Ohana Enterprises, Inc. to Vinoble, Inc. Both the name change and the reverse split became effective on November 19, 2004.

        As part of this strategy, the Company has entered into an Agreement and Plan of Reorganization 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 Series A Convertible Preferred Stock 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 Convertible Preferred Stock shall have one vote per share until said shares are retired at time of conversion. The Series B Convertible Preferred Stock 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 Convertible Preferred Stock shall be entitled to 1,000,000 votes until such shares are converted into Common Stock.

        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 balance of $5,515,580.90 and $31.90 is included in Additional paid in capital.

        Further, in relation to the Company's plan of reorganization, the Company engaged Mr. Joseph Lively as CEO effective February 11, 2005.  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 will continue to work with the Company on its acquisition strategy.  The Company will not endeavor to seek a new CEO immediately but may do so as it becomes necessary should Mr. Lively not accept the position.  In the interim, Catherine Thompson, the Company's Chief Financial Officer, will assume the duties of CEO.  Mr. Lively has also been designated as GarcyCo's representative on Vinoble's Board of Directors, however, he has not yet accepted that position.

        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 Mr. Thomas Welch. Consequently, the Company and Mr. Welch will not seek definitive agreements for those acquisitions.

        Pursuant to the Plan of Reorganization, Vinoble had entered into non-binding Memoranda of  Understanding ("MOU") with other potential acquisition candidates offering a diverse selection of services and assets for the Security and Homeland Security industries.

        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., a company supporting traditional fire and burglar alarm systems in residential and commercial environments, and 100% of the assets of MSI, an established 29-year old business located in Stony Brook, New York, which offers physical security services in the retail sector of the security business. The company offers a range of services designed to protect clients' physical infrastructure, property and personnel. 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.

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        Vinoble is continuing its efforts and has identified and begun initial discussions with management of two businesses in the Wireless Asset Tracking sub-sector of Homeland Security. These companies possess existing technologies that may provide certain components in the asset tracking and management of customer mobile and non-mobile assets. Vinoble intends to license and purchase specific application technology and assets to provide end-to-end solutions for the tracking, management, and monitoring of both mobile and non-mobile assets. 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.

        One such application would allow for the secure transport and delivery of hazardous materials. Vinoble believes there is an opportunity to offer secure access control systems that combine RFID and biometrics to positively identify both vehicles and drivers as they attempt to enter or leave a facility. Additionally, these technologies could provide the client with improved efficiency by tracking and managing their fleet and assets from a desktop or PDA. Clients would be able to directly communicate with their drivers thus significantly enhancing the security of critical cargo. GPS capability would allow the client to track and monitor the transport including speed, direction, latitude and longitude. With up to the minute information about the location and status of mobile assets, clients would be able to make timely decisions that can enhance profitability and the security of assets and employees.

        Similarly, RFID Mobile Location technology would allow tracking and monitoring for corporate, executive and personal safety. RFID Mobile Location technology contains unique verification numbers that cannot be reproduced and can be used to provide subscriber provided personal related information. Unlike other forms of identification it cannot be stolen, lost or counterfeited. About the size of a grain of rice, this technology can be either imbedded or threaded into clothing; or it can be implanted just under the skin via quick outpatient procedure. This technology could provide an added level of safety and security from the threat of terrorist or criminal activity such as kidnapping. Conversely, law enforcement officials could require the use of such technology as a condition for parole, either limiting travel or admittance to certain locations that may become dangerous or harmful to potential past or future victims.

        The Company has not yet entered into any agreements regarding these technologies but with the expertise and contacts of Joe Lively and GCCC is continuing to seek and evaluate businesses and technologies for the development, convergence and deployment of technologies that can provide the basis for wireless asset tracking of mobile and non-mobile assets. Given the projected growth of the industry, Vinoble believes that numerous opportunities will exist for the development of such technologies and applications.

        Vinoble is continuing its due diligence on another acquisition candidate which is not a security related company. The business is a leader in a niche market and has the potential to contribute significant asset value to Vinoble.

        Consummation of any acquisition is dependent on several factors, including but not limited to the satisfactory completion of due diligence, and the negotiation of definitive acquisition agreements. There can be no assurance that the results of the due diligence will be satisfactory or that the acquisitions will be consummated, or that if consummated, the businesses will be successfully integrated into the Company's

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operations. In the event that the acquisitions do not materialize, the Company will continue to seek other opportunities. The Company does not plan to limit its options to any particular industry, but will evaluate each opportunity on its merits.

RESULTS OF OPERATIONS

Three and Nine Months Ended March 31, 2005 Compared To Three and Nine Months Ended March 31, 2004

        Revenues. The Company did not generate any revenue in the three-month or nine-month periods ended March 31, 2005, and 2004, respectively. Since the cessation of all activities of VI in October 2003 due to the lack of operating capital, the Company's focus has been on the evaluation and selection of an existing business to effect a merger or acquisition. At June 30, 2004, the Company discontinued VI's operations and recognized a loss, less applicable taxes, of $73,025. The Company has entered into several non-binding Memoranda of Understanding to acquire certain businesses and revenue earning assets. Additionally, Vinoble is also in discussions with two other businesses which have existing technologies that may provide the Company certain components for asset tracking and management of customer mobile and non-mobile assets. However, as of the date of this filing, no definitive agreements have been reached and there can be no assurance that any of these acquisitions will be consummated.

        General and Administrative Expenses. The Company incurred $7,139,597 in general and administrative expenses for the three months ended March 31, 2005, compared to $1,274,426 for the three months ended March 31, 2004. The Company incurred $8,375,139 in general and administrative expenses for the nine months ended March 31, 2005, compared to $1,700,395 for the nine months ended March 31, 2004. The increases in the three and nine month periods of 2005 were due primarily to expenses incurred to facilitate the growth of Vinoble through acquisition and fundraising efforts.  In the quarter ended March 31, 2005, the Company expensed the value of the preferred stock issuances to GCCC in the amount of $5,515,613, valued using the effective date of the Agreement, February 11, 2005, as the date of conversion.  Also included in general and administrative expense for the three months ended March 31, 2005 was $1,276,667 of expense related to the issuance of an aggregate of 2,802,300 shares of common stock to consultants in lieu of cash compensation. In addition, $301,667 of expense was related to the prior issuance of 518,642 shares, for prepaid expenses. At March 31, 2005, the Company had virtually no cash. Consultants receiving stock agreed to receive these securities, in lieu of cash, for payment of services rendered. For the nine months ended March 31, 2005, an aggregate of 3,161,361 shares of common stock were issued and expensed for similar non-cash compensation and 572,658 shares were expensed for consulting services from prepaid services.

        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.

        Interest Expense. The Company recognized interest expense of $3,156 in the three months ended March 31, 2005, and $10,562 in the nine months ended March 31, 2005, representing interest on borrowings during the period. No interest expense was incurred in the comparable periods in 2003.

        Loss on Operations of VI, less applicable income taxes. As the development and operations of VI ceased in October 2003 and were discontinued in the year ended June 30, 2004, there were no losses from the operations of IV for the three- and nine months ended March 31, 2004, or for the comparative periods ended March 31, 2005.

        Net Loss. As a result of the foregoing factors, the Company's net loss increased to $7,142,753 for the three months ended March 31, 2005, compared to a net loss of $1,191,426 for the three months ended March 31, 2004. The Company's net loss for the nine months March 31, 2005, increased to

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$8,375,139, compared to a net loss of $1,617,395 for the nine months ended March 31, 2004. The net loss per share was $0.58 for the three-month period ended March 31, 2005, a decrease from $13.74 for the three-month period ended March 31, 2004. The net loss per share was $1.80 for the nine-month period ended March 31, 2005, a decrease from $37.12 for the nine month period ended March 31, 2004. The significant decrease in the net loss per share for the three- and nine-month periods ended March 31, 2005 as compared to the respective periods ended March 31, 2004 is attributed to the adjusted number of shares outstanding as a result of the Company's 500 for 1 reverse split effected on November 19, 2004.

LIQUIDITY AND CAPITAL RESOURCES

        The Company has an immediate need for capital. At March 31, 2005, the Company had only $67 in cash; the Company had no cash or cash equivalents at June 30, 2004. The Company used $41,673 in net cash from operating activities during the nine months ended March 31, 2005, compared with $89,348 in net cash used by operating activities during the nine months ended March 31, 2004. The cash provided by operating activities during the nine months ended March 31, 2005 was largely due to non-cash gains of $2,807,306 reflecting the issuance of stock for services and prepaid services, $175,034 for the issuance of stock to related parties for services and out-of pocket expenses incurred, and $42,371 from the issuance of stock for a note payable (including accrued interest). Stock was also issued to relieve the deficit in the stock subscription receivable to GCCC in the amount of $13,184. These gains were offset by non-cash adjustments of $90,415 from the return of stock to treasury as a result of a settlement with the Company's former chief executive officer and from the write-off of the balance owed for a related party payable in the amount of $415, and $5,515,613 related to the preferred stock issued to GCCC per the Plan of Agreement for Reorganization. Other changes affecting net cash used by operating activities at March 31, 2005, included an increase in deferred cost of acquisitions in the amount of $235,246 and a decrease in accrued liabilities to related parties of $103,337 offset by decreases in prepaid expenses of $89,249 and increases in accounts payable and accrued liabilities of $32,856 and in accrued interest of $6,908. The cash utilized in operating activities during the nine months ended March 31, 2004 primarily reflected non-cash adjustments of $3,533,894 for the issuance of common stock for services offset by an $83,000 gain resulting from the extinguishment of debt as a result of the settlement with Hudson Consulting Group. Cash changes included increases in accounts receivable of $416 and prepaid expenses in the amount of $1,998,779 offset by increases in accounts payable and accrued liabilities of $58,753 and related party payables of $17,595.

        The Company did not utilize cash for investing activities during either of the nine months ended March 31, 2005 or 2004. Financing activities provided $41,830 of net cash during the nine months ended March 31, 2005, consisting primarily of $81,069 in proceeds from the subscription receivable to GCCC offset by payments on notes payable of $39,225. During the nine months ended March 31, 2004, financing activities provided $64,158 of net cash to the Company, consisting of $100,000 from the exercise of an option to purchase 10,000,000 shares of restricted common stock for $.01 per share, $51,740 received on a subscription receivable and $29,125 received on a note payable, offset by $117,000 used to settle the litigation with the Hudson Consulting Group.  An $83,000 gain was realized on the settlement.

        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 $8,295,286 for the nine months ended March 31, 2005. Since inception, the Company has incurred a net loss of $12,760,286. Primarily as a result of these recurring losses, Vinoble's independent certified public accountants modified their report on the June 30, 2004 financial statements to include an uncertainty paragraph wherein they expressed substantial doubt about the Company's ability to continue as a going concern. Management of the Company is actively seeking additional capital; however, there can be no assurance that such financing will be available on terms favorable to the Company, or at all. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Continuation of the Company as a going concern is dependent on the Company continuing to raise capital, developing significant revenues and ultimately attaining profitable operations.

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

        On September 14, 2004, the Company executed the SPA with GCCC. The SPA calls for the issuance by the Company of an aggregate of 400,000 shares of common stock to GCCC in consideration of the payment of $500,000 in cash. The Company is to receive the funds in $50,000 increments beginning October 15, 2004 and continuing each calendar quarter from and after March 15, 2005. The 400,000 shares will be held in escrow by the Company and delivered on a pro-rata basis within 10 days of receipt of each installment. All shares are restricted within the meaning of Rule 144 under the Securities Act and must be held indefinitely unless subsequently registered or qualified for exemption. The SPA includes a provision that the purchase price per share, and therefore the number of shares to be delivered at the time of each installment payment, will be calculated for each installment at the lesser of: (a) $1.25 on a post-split basis or (b) a 37.5% discount to the 10 day trailing closing price of the Company's common stock at the time of each payment. As part of the consideration for the SPA, GCCC has the right to elect one Board Member and agreed to retain Catherine Thompson and Michael Avatar on the Board of Directors and as consultants through the next fiscal year, ending June 30, 2005. GCCC has designated Joseph Lively as its representative on the Board of Directors, however, he has not yet accepted that position. At September 14, 2004, the Company had an aggregate of 305,108 shares of common stock outstanding on a fully-diluted basis, post-split. Based on the price of the Company's common stock at that date, GCCC would own and control approximately 56.73% of the Company's fully-diluted common stock and 56.73% of the Company's outstanding common stock calculated pursuant to Rule 13d-3(d)(1)(B) of the Securities Exchange Act of 1934. As of the date of this filing the Company has received a total of $90,969 from GCCC and has delivered 286,485 shares of common stock from escrow valued at an average price of $0.32 per share. On December 14, 2004, an additional 42,226 shares of restricted common stock were issued to be held in the escrow account in order to maintain the value established by the agreement. As of the date of this filing, the total balance of 70,484, shares is currently being held in escrow and the remaining deficit in the escrow account is 213,709 shares.

        The principals of GCCC are assisting in finding acquisition candidates for the Company, structuring such acquisitions and effecting a transition to corporate growth. GCCC and Vinoble believe that the timing is right to capitalize on the dramatic growth in the security industry. The principals of GCCC have numerous contacts in this industry and as such, they have identified a number of acquisition targets to assist Vinoble in its Homeland Security roll-up strategy.

        As part of this strategy, the Company has entered into an Agreement and Plan of Reorganization 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

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shares of non-revocable, Vinoble Series B Preferred Stock. The Series A Convertible Preferred Stock 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 Convertible Preferred Stock shall have one vote per share until said shares are retired at time of conversion. The Series B Convertible Preferred Stock 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 Convertible Preferred Stock shall be entitled to 1,000,000 votes until such shares are converted into Common Stock.

        Pursuant to the Plan or Reorganization, Vinoble entered into non-binding Memoranda of Understanding ("MOU") with several potential acquisition candidates offering a diverse selection of services and assets for the security and homeland Security industry.

        Vinoble is continuing its due diligence on another acquisition candidate which is not a security related company. The business is a leader in a niche market and has the potential to contribute significant asset value to Vinoble.

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

RISKS AND UNCERTAINTIES

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

RISKS RELATING TO VINOBLE'S BUSINESS

        VINOBLE NEEDS SIGNIFICANT ADDITIONAL CAPITAL. The Company currently has no income producing operations or assets and may have limited access to additional capital. At March 31, 2005, the Company had no cash or cash equivalents. Current cash and cash equivalents are currently insufficient to meet anticipated cash needs for working capital and capital expenditures. The Company therefore needs to raise additional funds immediately. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of existing stockholders will be reduced, and such securities may have rights, preferences and privileges senior to those of the Company's common stock. As described above, on September 14, 2004, the Company executed the SPA with GCCC. The SPA calls for the issuance by the Company of an aggregate of 400,000 shares of common stock on a post-split basis to GCCC in consideration of the payment of $500,000 in cash. The Company is to receive the funds in $50,000 increments beginning October 15, 2004 and continuing each calendar quarter from and after March 31, 2005. 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

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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 11, 2004, 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, 2004 financial statements to include an uncertainty paragraph wherein they expressed substantial doubt about the Company's ability to continue as a going concern.

        At this time, the Company does not have a source of operating capital and has limited assets. As a result, 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.

        VINOBLE 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, the Company has no binding commitments to enter into or acquire a specific business opportunity. There can be no assurance that the Company will successfully locate a viable business or consummate an acquisition. Any business or assets that the Company acquires will have certain risks; however, as no specific business has been identified the Company cannot determine or disclose specific risks of a particular business or industry into which it may enter. The type of business acquired may be one that desires to avoid undertaking its own public offering and the accompanying expense, delay, uncertainty and federal and state regulatory requirements protecting investors. Because of the Company's limited capital, it is more likely than not that any acquisition by the Company will involve other parties whose primary interest is the acquisition of control of a publicly traded company. Any business opportunity acquired may be currently unprofitable or present other risks. An acquisition will most likely be highly illiquid and could result in a total loss to the Company and its stockholders.

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

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seeking the Company's participation. The Company generally will require audited financial statements from companies that it proposes to acquire. Where such audited financial statements are unavailable, the Company will have to rely upon unaudited financial information received from target companies which has not been verified by outside auditors. The lack of independent verification which audited financial statements would provide increases the risk that the Company, in evaluating an acquisition with the target company, will not have the benefit of full and accurate information about the financial condition and recent interim operating history of the target company. This risk increases the prospect that the acquisition of such a company might prove to be an unfavorable one for the Company or the holders of the Company's securities.

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

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

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

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

        PRODUCTS AND SERVICES IN THE SECURITY / HOMELAND SECURITY INDUSTRY MAY BE SUBJECT TO GOVERNMENTAL REGULATION. Should Vinoble acquire businesses in the Security / Homeland security industry, it may be required to comply with state and foreign jurisdictions which could impose or may have regulations or licensing requirements on the sale of use our products and services. The process of obtaining regulatory approval could be lengthy and be very costly, if approval can be obtained at all. If we fail to comply with these requirements, we could be subjected to enforcement actions such as an injunction to stop us from marketing the product at issue or a possible seizure of our assets. If we are unable to obtain regulatory approvals or meet the requirements in select key markets at all or in a timely manner, we will not be able to grow as quickly as expected, and the loss of anticipated

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revenues will also reduce our ability to fully fund our operations and to otherwise execute our strategy. We intend to work diligently to assure compliance with all applicable regulations that impact our business. We can give you no assurance, however, that we will be able to obtain regulatory approval for all of our products. We also cannot assure you that additional regulations will not be enacted in the future that would be costly or difficult to satisfy.

        WE WILL FACE INTENSE COMPETITION FROM COMPETITORS THAT HAVE GREATER FINANCIAL, TECHNICAL AND MARKETING RESOURCES. THESE COMPETITIVE FORCES MAY IMPACT OUR PROJECTED GROWTH AND ABILITY TO GENERATE REVENUES AND PROFITS. The market for security products and services is intensely competitive and characterized by rapidly changing technology, evolving industry standards, and price competition. There are no substantial barriers to entry, and we expect that competition will be intense and may increase. Many of our existing competitors may have substantially greater financial, product development, technical and marketing resources, larger customer bases, longer operating histories, better name recognition and more established relationships in the industry. As a result, certain of these competitors may be able to develop and expand their product and service offerings more rapidly, adapt to new or emerging technologies and changes in customer requirements more quickly, take advantage of acquisition and other opportunities more readily, devote greater resources to the marketing and sale of their products and services, or aggressively reduce their sales prices below the our costs. We cannot assure you that we will be able compete successfully with existing competitors or new competitors.

        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;

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- changes in financial estimates by securities analysts;

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

- changes in the market valuations of other comparable companies.

        In addition, the Company's stock is currently traded on the NASD O-T-C Bulletin Board and it is uncertain that it will be able to successfully apply for listing on the AMEX, the NASDAQ National Market, or the Nasdaq Small Cap 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 QUARTERLY REPORT CONTAINS FORWARD-LOOKING STATEMENTS. Some of the information in this quarterly report contains forward-looking statements that involve substantial risks and uncertainties. These statements can be identified by forward-looking words such as "may", "will", "expect", "intend", "anticipate", "believe", "estimate" and "continue" or similar words. Statements that contain these words should be reviewed carefully because they:

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

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

- state other "forward-looking" information.

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        Management believes it is important to communicate expectations to the Company's stockholders. There may be events in the future, however, that management is not able to predict accurately or over which it has no control. The risk factors listed in this section, as well as any cautionary language in this quarterly 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 quarterly report could have a material and adverse effect on Vinoble's business, results of operations and financial condition and that upon the occurrence of any of these events, the trading price of its common stock could decline.

ITEM 3. CONTROLS AND PROCEDURES

        On May 13, 2005, management concluded its evaluation of the effectiveness of the Company's disclosure controls and procedures. As of that date, the Company's Interim 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 Interim 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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

        On September 14, 2004, the Company executed the SPA with GCCC. The SPA calls for the issuance by the Company of an aggregate of 400,000 shares of common stock to GCCC in consideration of the payment of $500,000 in cash. The Company is to receive the funds in $50,000 increments beginning October 15, 2004 and continuing each calendar quarter from and after March 15, 2005. The 400,000 shares will be held in escrow by the Company and delivered on a pro-rata basis within 10 days of receipt of each installment. All shares are restricted within the meaning of Rule 144 under the Securities Act and must be held indefinitely unless subsequently registered or qualified for exemption. The SPA includes a provision that the purchase price per share, and therefore the number of shares to be delivered at the time of each installment payment, will be calculated for each installment at the lesser of: (a) $1.25 on a post-split basis or (b) a 37.5% discount to the 10 day trailing closing price of the Company's common stock at the time of each payment. As part of the consideration for the SPA, GCCC has the right to elect one Board Member and agreed to retain Catherine Thompson and Michael Avatar on the Board of Directors and as consultants through the next fiscal year, ending June 30, 2005. GCCC has designated Joseph Lively as its representative on the Board of Directors, however, he has not yet accepted that position. At September 14, 2004, the Company had an aggregate of 305,108 shares of common stock outstanding on a fully-diluted basis, post-split. Based on the price of the Company's common stock at that date, GCCC would own and control approximately 56.73% of the Company's fully-diluted common stock and 56.73% of the Company's outstanding common stock calculated pursuant to Rule 13d-3(d)(1)(B) of the Securities Exchange Act of 1934. At September 14, 2004, the Company had an aggregate of 305,108 shares of common stock outstanding on a fully-diluted basis, post-split. Based on the price of the Company's common stock at that date, GCCC would own and control approximately 56.73% of the Company's fully-diluted common stock and 56.73% of the Company's outstanding common stock calculated pursuant to Rule 13d-3(d)(1)(B) of the Securities Exchange Act of 1934. As of the date of this filing, the total balance of 70,484, shares is currently being held in escrow and the remaining deficit in the escrow account is 213,709 shares.

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        During the period ended March 31, 2005, the Company issued 2,802,300 shares of common stock to consultants in lieu of cash for services rendered and 297,700 shares of common stock for services to be rendered pursuant to Section 4(2) and to be subsequently registered under Section 8 of the Securities Act of 1933.

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.

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

SIGNATURES

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

/s/ Catherine Thompson

Catherine Thompson

Interim Chief Executive Officer and
Chief Financial Officer

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EX-31.01

Exhibit 31.01

I, Catherine Thompson, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of VINOBLE, 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 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 - 15(e) and 15d - 15(e) for the registrant and we have:

a. designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this quarterly report and our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c. disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during; the registrant's fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which is reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 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 over financial reporting.

Date: May 23, 2005

/s/ Catherine Thompson
Catherine Thompson
Interim Chief Executive Officer and
Chief Financial Officer

EX-32.01

Exhibit 32.01

Exhibit 32.02 - Certification of Interim Chief Executive Officer and Chief Financial Officer

CERTIFICATION OF INTERIM CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

I, Catherine Thompson, Interim Chief Executive Officer and Chief Financial Officer of VINOBLE, 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 23, 2005

/s/ Catherine Thompson
Catherine Thompson
Interim Chief Executive Officer and
Chief Financial Officer