================================================================================

              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                              ON June 12, 2003

                        REGISTRATION  NO.  333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

                           OHANA ENTERPRISES, INC
             (Exact Name of Registrant as Specified in Its Charter)

                     DELAWARE                         95-2312900
         (State or Other Jurisdiction of           (I.R.S. Employer
          Incorporation or Organization)         Identification Number)

                             2899 AGOURA ROAD, #168
                       WESTLAKE VILLAGE, CALIFORNIA 91367
                                  818-991-6020
              (Address, Including Zip Code, and Telephone Number,
            Including Area Code, of Registrant's Executive Offices)

                             Consulting Agreements

                                  GERARD NOLAN
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             OHANA ENTERPRISES, INC.
                             2899 AGOURA ROAD, #168
                       WESTLAKE VILLAGE, CALIFORNIA 91367
                                  818-991-6020
           (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                            -----------------------
                                    COPY TO:
                             CATHRYN S. GAWNE, ESQ.
                            SILICON VALLEY LAW GROUP
                       152 NORTH THIRD STREET, SUITE 900
                           SAN JOSE, CALIFORNIA 95112
                                 (408) 286-6100

================================================================================

If   any  of  the securities being registered on this Form are being  offered
on a delayed or continuous basis  pursuant  to Rule 415 under the Securities
of 1933, check the  following  box.  [X]

+------------------------------------------------------------------------------+
|                         CALCULATION OF REGISTRATION FEE                      |
+------------------------------------------------------------------------------+
|                   |              |  Proposed   |  Proposed    |              |
| Title of          |              |  maximum    |  maximum     |              |
| each class        | Amount       |  offering   |  aggregate   | Amount of    |
| of securities     | to be        |  price per  |  offering    | registration |
| to be registered  | registered(2)|  share(1)   |  price       | fee(3)       |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock(1)   |  2,200,000   |    $0.56    |  $1,232,000  | $  99.79     |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+


(1)  Estimated solely for the purpose of computing the amount of the
      registration fee pursuant to Rule 457(c).

   This registration statement contains two parts. The first part contains a
prospectus prepared in accordance with the requirements of Part I of Form S-8
under the Securities Act. The second part contains information required in the
registration statement under Part II of Form S-8.

===================================================================


 PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

<PAGE>2


                   THESE SECURITIES MAY NOT BE SOLD UNTIL THE
                REGISRATION STATEMENT FILED WITH THE SECURITIES
                     AND EXCHANGE COMMISSION IS EFFECTIVE.
            THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
           AND IS NOT SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY
                STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                                   PROSPECTUS

                       2,200,000 Shares of Common Stock,
                           par value $.001 per share

                            Ohana Enterprises, Inc.,
                             a Delaware Corporation


        The stockholders of Ohana Enterprises, Inc., a Delaware corporation
("Ohana" or the "Company"), listed on page 9 of this Prospectus (the "Selling
Stockholders") are offering for sale up to 2,200,000 shares of our common stock,
$.001 par value (the "Shares"), under this Prospectus.  Those to whom such
Selling Stockholders may pledge, donate or transfer their Shares, and other
successors, may also use this Prospectus.  The Selling Stockholders may offer
their respective Shares through public or private transactions, at prevailing
market prices or at privately negotiated prices.

        The Selling Stockholders will receive all of the net proceeds from the
resale of the Shares.  Accordingly, Ohana will not receive any proceeds from the
resale of the Shares.  However, we have agreed to bear the expenses relating to
the registration of the Shares, other than brokerage commissions and expenses,
if any, which will be paid by the Selling Stockholders.

        On May 28, 2003, the closing per share sale price of our common stock on
the OTC Bulletin Board was $0.51.

        Our executive offices are located at 2899 Agoura Road, #168, Westlake
Village, CA  91367, and our telephone number is (818) 991-6020.

        THESE ARE SPECULATIVE SECURITIES AND INVOLVE A HIGH DEGREE OF RISK.
THERE IS NO PUBLIC MARKET FOR THESE SECURITIES AND NO PUBLIC MARKET IS EXPECTED
TO DEVELOP IN THE NEAR FUTURE.  INVESTMENT IN DEVELOPMENT STAGE BUSINESSES
INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN
THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR INVESTMENT IN ITS ENTIRETY.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED.  SEE "RISK FACTORS".

        THIS OFFERING MEMORANDUM SHALL NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE MADE UNLAWFUL.  NEITHER THIS OFFERING MEMORANDUM
NOR THE SECURITIES OFFERED HEREBY HAVE BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OF ADEQUACY OF THIS
OFFERING MEMORANDUM.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The date of this Offering Memorandum is June 12, 2003

<PAGE>3


WHERE YOU CAN FIND MORE INFORMATION ABOUT US


        We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC").  Our
SEC filings are available to the public over the Internet at the SEC's website
at http://www.sec.gov.  You may also read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York City, New York and
Chicago, Illinois.  Please call the SEC at (800) SEC-0330 for further
information on the public reference rooms.

        We are filing a registration statement on Form S-8 with the SEC to
register the Shares being offered (the "Registration Statement").  This
Prospectus is part of the Registration Statement and, as permitted by the SEC,
does not contain all the information included in the registration statement.
For further information with respect to Ohana and our common stock, you should
refer to the Registration Statement and to the exhibits and schedules filed as
part of the Registration Statement, as well as the documents we have
incorporated by reference as discussed in Item 3 of Part II of the Registration
Statement.  You can review the documents that we have incorporated by reference
on the Internet or at the SEC's public reference facilities.

        This Prospectus may contain summaries of contracts or other documents.
Because they are summaries, they will not contain all of the information that
may be important to you. If you would like complete information about a contract
or other document, you should read the copy filed as an exhibit to the
registration statement.

<PAGE>4

                    INCORPORATION OF DOCUMENTS BY REFERENCE

    The SEC permits us to "incorporate by reference" the information we file
with it, which means that we may disclose important information to you by
referring to those documents.  The information incorporated by reference is
considered to be a part of this Prospectus, and information we file later with
the SEC is deemed automatically to update or supersede this information.  We
incorporate by reference the documents listed below and any future filings to be
made with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by us:

1.     Information Statement on Schedule 14C (preliminary filed on October 28,
2002 and definitive filed on November 19, 2002);

2.     Current Report on Form 8-K filed on October 31, 2002, as amended by
Form 8-K/A filed on May 7, 2003;

3.     Current Reports on Form 8-K filed on March 14, 2003, April 8, 2003 and
April 25, 2003, the latter as amended by Form 8-K/A filed on April 29, 2003;

4.     Quarterly Reports on Form 10-QSB filed on August 7, 2002 (as amended on
August 12, 2002), November 14, 2002, February 25, 2003(as amended on May 20,
2003) and May 20, 2003 ; and

5.     Annual Report on Form 10-KSB for the year ended March 31, 2002, as filed
on July 1, 2002.

        You may request a copy of these filings, at no charge, by writing us at
Ohana Enterprises, Inc., 2899 Agoura Road, #168, Westlake Village, California
91367; attn:  Catherine Thompson, Chief Financial Officer, or by calling us at
(818) 991-6020.

        WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS.
YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION.  THIS PROSPECTUS DOES NOT
OFFER TO SELL OR BUY ANY SHARES IN ANY JURISDICTION WHERE IT IS UNLAWFUL.  THE
INFORMATION IN THIS PROSPECTUS SPEAKS AS OF THE DATE HEREOF.

<PAGE>5

                               TABLE OF CONTENTS
                                                       Page
     Where to Find Out More About Us .................. 2
     Incorporation of Documents by Reference............2
     Summary............................................3
     Risk Factors.......................................4
     Use of Proceeds....................................8
     Selling Stockholders...............................8
     Plan of Distribution...............................9
     Description of Securities..........................10
     Indemnification of Directors and Officers..........10


                                    SUMMARY


        The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus, including the information
under "Risk Factors" and the other information incorporated by reference herein.

Issuer:        Ohana Enterprises, Inc. ("Ohana Enterprises" or the "Company"),
               a Delaware corporation.

Business:      The Company conducts its operations through its wholly-owned
               subsidiary,Virtual Interviews.  Virtual Interviews initially
               intends to target human resource professionals and hiring
               managers in both public and private sectors with positioning
               that compares the limitations and costs incurred by typical
               first- round interviewing to the Virtual Interviews solution.

The Offering:  The 2,200,000 Shares being offered for resale hereby represent
               common stock previously received by the Selling Stockholders
               in their respective capacities as officers or consultants to
               Ohana.  The documents evidencing the consulting and other
               services performed or to be performed by the Selling
               Stockholders for Ohana are attached as exhibits to the
               Registration Statement.

Use of Proceeds:  The Company will not receive any of the proceeds to be
                  received by the Selling Stockholders from the sale of
                  the Shares.

<PAGE>6

                                  RISK FACTORS

        PRIOR TO MAKING AN INVESTMENT DECISION, PROSPECTIVE PURCHASERS OF THE
SHARES    SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION SET FORTH IN THIS
MEMORANDUM AND, IN PARTICULAR, SHOULD EVALUATE THE FOLLOWING INVESTMENT
CONSIDERATIONS. THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.

        FORWARD-LOOKING STATEMENTS:  Certain statements, other than historical
facts, included in this Prospectus regarding our business strategies and plans
for future operations are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Exchange Act.  These statements, which include, but are
not limited to, words such as "expect", "anticipate", "plan", "estimate",
"project" and "intend" are based on management's belief and assumptions, and on
information currently available to us.  Forward-looking statements involve
certain known and unknown risks, uncertainties and other factors which may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by these
forward-looking statements.  These factors include, among others, our ability to
finance our business operations, the ability to obtain financing on reasonable
terms, if at all, the successful implementation of our business plan,
uncertainties in the industry or markets in which we operate; competition, and
other risks described below and in our periodic reports filed with the SEC.

1.   WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE A HISTORY OF LOSSES.

     Since the inception of Virtual Interviews in 2001, we have incurred
substantial losses from operations resulting primarily from costs related to
building our infrastructure.  Because of our status as a development stage
company, we expect to incur net losses for the foreseeable future.  If our
growth is slower than we anticipate or our operating expenses exceed our
expectations, our losses will be significantly greater.  We may never achieve
profitability.

2.    WE REQUIRE IMMEDIATE ADDITIONAL CAPITAL.

     Our operating plan for calendar year 2003 is focused on development of our
products and services. It is our estimate that a cash requirement of $1.6
million is required to support this plan for the next twelve months.  We are
actively seeking additional funding.  There can be no assurance that the
required additional financing will be available at terms favorable to us or at
all. Since our inception, we have financed our operations through private
equity placements.

<PAGE>7

     Obtaining capital will be challenging in a difficult environment, due to
the downturn in the United States economy and current world instability.  We
currently have no commitments for any funding, and there can be no assurance
that we will be able to obtain additional funding in the future from either debt
or equity financings, bank loans, collaborative arrangements or other sources on
terms acceptable to us, or at all.

    If adequate funds are not available or are not available on acceptable
terms when required, we may be required to significantly curtail our operations
or may not be able to fund expansion, take advantage of unanticipated
acquisition opportunities, develop or enhance services or products or respond to
competitive pressures. Such inability could have a material adverse effect on
our business, results of operations and financial condition.  If additional
funds are raised through the issuance of equity or convertible debt securities,
the percentage ownership of our stockholders will be reduced, stockholders may
experience additional dilution, and such securities may have rights, preferences
and privileges senior to those of our common stock.

3.   WE ARE A DEVELOPMENT STAGE COMPANY, AND HAVE A LIMITED OPERATING HISTORY
ON WHICH TO EVALUATE OUR POTENTIAL FOR FUTURE SUCCESS.

     We are a development stage company, and have yet to produce or sell any
products or services.  We have only a limited operating history upon which you
can evaluate our business and prospects, and have yet to develop sufficient
experience regarding actual revenues to be received from our products and
services.  You must consider the risks and uncertainties frequently encountered
by early stage companies in new and rapidly evolving markets.  If we are
unsuccessful in addressing these risks and uncertainties, our business, results
of operations and financial condition will be materially and adversely affected.

<PAGE>8

4.    OUR FUTURE REVENUES ARE UNPREDICTABLE AND OUR QUARTERLY OPERATING
RESULTS MAY FLUCTUATE SIGNIFICANTLY.

     We have a very limited operating history, and have no revenue to date.
We cannot forecast with any degree of certainty whether any of our products or
services will ever generate revenue or the amount of revenue to be generated by
any of our products or services. In addition, we cannot predict the consistency
of our quarterly operating results. Factors which may cause our operating
results to fluctuate significantly from quarter to quarter include:

-  our ability to attract new and repeat customers;

-  our ability to keep current with the evolving requirements of our target
   market;

-  our ability to protect our proprietary technology;

-  the ability of our competitors to offer new or enhanced products or services;
   and

-  unanticipated delays or cost increases with respect to research and
   development.

     Because of these and other factors, we believe that quarter-to-quarter
comparisons of our results of operations are not good indicators of our future
performance.  If our operating results fall below the expectations of securities
analysts and investors in some future periods, then our stock price may decline.

5.    ESTABLISHING OUR REVENUES AND ACHIEVING PROFITABILITY WILL DEPEND ON OUR
ABILITY TO DEVELOP AND COMMERCIALIZE OUR PRODUCTS.

     Much of our ability to establish revenues and to achieve profitability
and positive cash flows from operations will depend on the successful
introduction of our products and services in development.  Our prospective
customers will not use our products and services unless they determine that the
benefits provided by these products and services are greater than those
available from competing products and services.

     We may be required to undertake time-consuming and costly development
activities for new products and services. The completion of the development and
commercialization of any of our products and services under development remains
subject to all of the risks associated with the commercialization of new
products based on innovative technologies, including unanticipated technical or
other problems and the possible insufficiency of the funds allocated for the
completion of such development.

<PAGE>9

6.  WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.

    As a development stage company, we are entering a market that is presently
addressed by large companies with extensive financial resources. We have limited
funds with which to develop products and services, and most of our competitors
have significantly greater financial resources, technical expertise and
managerial capabilities than we currently possess.

7.  WE MAY FAIL TO ESTABLISH AND MAINTAIN STRATEGIC RELATIONSHIPS.

    We believe that the establishment of strategic partnerships will greatly
benefit the growth of our business, and we intend to seek out and enter into
strategic alliances.  We may not be able to enter into these strategic
partnerships on commercially reasonable terms or at all.  Even if we enter into
strategic alliances, our partners may not attract significant numbers of
customers or otherwise prove advantageous to our business.   Our inability to
enter into new distribution relationships or strategic alliances could have a
material and adverse effect on our business.

8. WE ARE SUBJECT TO U.S. AND FOREIGN GOVERNMENT REGULATION OF THE INTERNET, THE
   IMPACT OF WHICH IS DIFFICULT TO PREDICT.

   There are currently few laws or regulations directly applicable to the
Internet. The application of existing laws and regulations to Ohana relating to
issues such as user privacy, defamation, pricing, advertising, taxation,
consumer protection, content regulation, quality of products and services, and
intellectual property ownership and infringement can be unclear. In addition, we
will also be subject to new laws and regulations directly applicable to our
activities. Any existing or new legislation applicable to us could expose us to
substantial liability, including significant expenses necessary to comply with
such laws and regulations, and dampen the growth in use of the Web.

   We post our privacy policy and practices concerning the use and disclosure of
user data. Any failure by us to comply with our posted privacy policy or other
privacy-related laws and regulations could result in proceedings by the FTC or
others which could potentially have an adverse effect on our business, results
of operations and financial condition. In this regard, there are a large number
of legislative proposals before the United States Congress and various state
legislative bodies regarding privacy issues related to our business. It is not
possible to predict whether or when such legislation may be adopted, and certain
proposals, if adopted, could materially and adversely affect our business
through a decrease in user registrations and revenues. This could be caused by,
among other possible provisions, the required use of disclaimers or other
requirements before users can utilize our services.

<PAGE>10

   Due to the nature of the Web, it is possible that the governments of other
states and foreign countries might attempt to regulate Web transmissions or
prosecute us for violations of their laws. We might unintentionally violate such
laws, such laws may be modified and new laws may be enacted in the future. Any
such developments (or developments stemming from enactment or modification of
other laws) could increase the costs of regulatory compliance for us or force us
to change our business practices.

9.   OUR COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE; OUR COMMON STOCK
IS "PENNY STOCK".

    The market price of our 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 our common stock may
include, among other things:

 -  actual or anticipated fluctuations in our quarterly operating results;

 -  announcements of technological innovations;

 -  changes  in  financial estimates by securities analysts;

 -  conditions or trends in our industry; and

 -  changes in the market valuations of other comparable companies.

     In addition, our stock is currently traded on the NASD O-T-C Bulletin
Board and it is uncertain that we will be able to successfully apply for listing
on the AMEX, the NASDAQ National Market, or the Nasdaq SmallCap Market in the
foreseeable future due to the trading price of our common stock, our working
capital and revenue history.  Failure to list our shares on the AMEX, the Nasdaq
National Market, or the Nasdaq SmallCap Market will impair the liquidity of our
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 five
dollars, 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 3 years.

<PAGE>11

     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.  Our 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 our securities, and may adversely affect the ability of holders of our
common stock to resell their shares in the secondary market.

10.   THE PRICE OF OUR COMMON STOCK MAY BE DEPRESSED DUE TO THE EFFECTIVENESS
OF THIS REGISTRATION STATEMENT.

     When the Registration Statement becomes effective, 2,200,000 shares of
common stock will become eligible to be sold subject to the reoffer and resale
limitations of control and restricted securities under Rule 144(e) under the
Securities Act.  Under Rule 144(e), certain of the Selling Stockholders, Messrs.
Nolan and Cronshaw and Ms. Thompson, cannot sell an amount of their respective
Shares, during any 90-day period, which exceeds one percent of our issued and
outstanding common stock.  We cannot predict the effect, if any, that sales of
shares of our common stock or the availability of such shares for sale will have
on the market prices prevailing from time to time.  Nevertheless, the
possibility that substantial amounts of common stock may be sold in the public
market would likely have a material adverse effect on prevailing market prices
for our common stock and could impair our ability to raise capital through the
sale of our equity securities.

                                USE OF PROCEEDS

    The Selling Stockholders are selling all of the Shares covered by this
Prospectus for their own accounts.  Accordingly, we will not receive any of the
proceeds from the resale of the Shares.  We have agreed to bear the expenses
relating to the registration of the Shares, other than brokerage commissions and
expenses, if any, which will be paid by the Selling Stockholders.


                              SELLING STOCKHOLDERS


   The Shares being offered for resale represent common stock previously
received by the Selling Stockholders in their respective capacities as our
executive officers and directors and as advisors.  A description of the services
provided and/or to be provided by the Selling Stockholders and by which they
acquired the Shares, is set forth in the following documents (copies of which
are included as exhibits to the Registration Statement:

-   Consulting Agreements, dated December 18, 2002 (as amended) and January
    3, 2003, respectively, by and between Gerard Nolan and Ohana;

-   Consulting Agreements, dated December 18, 2002 (as amended) and January
    3, 2003, respectively, by and between Catherine Thompson and Ohana;

-   Consulting Agreements, dated December 18, 2002 (as amended) and January
    3, 2003, respectively, by and between David Cronshaw and Ohana;

-   Consulting Agreement, dated March 21, 2003, by and between Millennium
    Pacific Management and Ohana; and

-   Consulting Agreement, dated March 19, 2003, by and between Coventry
    Windsor and Ohana.

    The following table concerning the Selling Stockholders who may offer Shares
hereunder from time to time is based upon information provided to us by each
Selling Stockholder.

<PAGE>12

<table>
<caption>
<s>                                     <c>                  <c>                         <c>

                                       Shares of            Shares of
                                       Common               Common                     Shares Owned
                                       Stock Owned          Stock                   after the Offering
 Name of Selling Stockholder           Prior to Offering    To be Sold      Number of Shares        Percentage
-----------------------------------------------------------------------------------------------------------------
 Gerard Nolan                       4,920,414               810,000          4,110,414              23.1%
 Catherine Thompson                 2,364,785               495,000          1,869,785              10.5%
 David Cronshaw                     2,636,186               495,000          2,141,186              12.0%
 Millenium Pacific Management         200,000               200,000              --                  --
 Coventry Windsor                     200,000               200,000              --                  --
                                  ==============         ============        ==========          ===========
              Total                10,321,385             2,200,000          8,121,385              45.6%

 Under the rules promulgated by the Securities and Exchange Commission, a
person is deemed to be the beneficial owner of a security if such person has or
shares the power to vote or direct the voting of such security or the  power to
dispose or direct the disposition of such security.  A person is also deemed to
be a beneficial owner of any security if that person has the right to acquire
beneficial ownership within 60 days of the date hereof.  Unless otherwise
indicated by footnote, the Selling Stockholder has sole voting and investment
power with respect to the shares of common stock beneficially owned by him or
her.
</table>

                              PLAN OF DISTRIBUTION


     The Shares may be sold or distributed from time to time by the Selling
Stockholders or by pledgees, donees or transferees of, or successors in interest
to, the Selling Stockholders, directly to one or more purchasers (including
pledgees) or through brokers, dealers or underwriters who may act solely as
agents or may acquire Shares as principals, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices, which may be changed.

    The Shares that are being registered under this Prospectus constitute
"control" or "restricted" securities as defined for purposes of General
Instruction C to the Registration Statement.  As such, the Shares are subject to
resale and reoffer limitations imposed by Rule 144(e) under the Securities Act.
Under Rule 144(e), Messrs. Nolan and Cronshaw and Ms. Thompson cannot sell an
amount of their respective Shares during any 90-day period in excess of one
percent of our issued and outstanding common stock.

<PAGE>13

   The distribution of the Shares may be affected in one or more of
the following methods:

-  ordinary brokers' transactions, which may include long or short sales;

-  Transactions involving cross or block trades or otherwise on the quotation
system operated by the over-the-counter bulletin board, or on one or more other
securities markets and exchanges, in privately negotiated transactions;

-  purchases by brokers, dealers or underwriters as principal and resale by such
purchasers for their own accounts pursuant to this Prospectus;

-  "at the market" to or through market makers or established trading markets,
including direct sales to purchasers or sales effected through agents;

-  through transactions in options, swaps or other derivatives (whether exchange
listed or otherwise); or

-   any combination of the foregoing, or by any other legally available means.

   In addition, the Selling Stockholders may enter into hedging transactions
with broker-dealers who may engage in short sales of shares in the course of
hedging the positions they assume with the Selling Stockholders.  The Selling
Stockholders may also enter into option or other transactions with broker-
dealers that require the delivery by such broker-dealers of the shares, which
shares may be resold thereafter pursuant to this Prospectus.

   Brokers, dealers, underwriters or agents participating in the distribution of
the Shares may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of shares for
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess of
customary commissions).  The Selling Stockholders and any broker-dealers acting
in connection with the sale of the Shares hereunder may be deemed to be
underwriters within the meaning of the Securities Act.  Neither we nor the
Selling Stockholders can presently estimate the amount of such compensation.  We
know of no existing arrangements between the Selling Stockholders and any other
stockholder, broker, dealer, underwriter or agent relating to the sale or
distribution of the Shares.

    We have agreed to bear the expenses (other than broker's commissions and
similar charges) of the registration of the Shares, including legal and
accounting fees.

    The Selling Stockholders may also use Rule 144 under the Securities Act to
sell the Shares if they meet the criteria and conform to the requirements of
such Rule.

    There can be no assurance that the Selling Stockholders will sell any or all
of the Shares offered by them hereunder.

<PAGE>14

                           DESCRIPTION OF SECURITIES

    We are authorized to issue 200,000,000 shares of common stock, par value
$.001 per share.  As of May 28, 2003, 17,807,917 shares of common stock were
issued and outstanding.

   The Shares to be registered for resale hereunder entitle the holders to the
following rights:

-  Voting:  Holders of shares of common stock are entitled to one vote per share
on all matters submitted to a vote of the stockholders.  Shares of common stock
do not have cumulative voting rights; accordingly, the holders of a majority of
the shares of common stock eligible to vote and voting for the Board of
Directors can elect all members of the Board of Directors.

-  Dividends:  Holders of record of common stock are entitled to receive
dividends when and if declared by the Board of Directors out of our funds
legally available therefor.

-  Liquidation:  Upon any liquidation, dissolution or winding up of Ohana,
holders of shares of common stock are entitled to receive pro-rata all of the
assets of Ohana available for distribution to stockholders after any
distributions are made to holders of preferred stock.


                                INDEMNIFICATION

    Section 145 of the Delaware General Corporations Law authorizes the
indemnification of directors and officers against liability incurred by reason
of being a director, officer, employee or agent and against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative.  Unless an action is brought by, or in the right of the
corporation, this indemnification applies where the indemnified party acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  Indemnification in criminal actions or
proceedings is available where the officer or director had no reasonable cause
to believe his conduct was unlawful.

    As permitted by the provisions of the Delaware Business Corporation
Statutes, our Certificate of Incorporation and bylaws provide for the
indemnification of our directors and officers to the fullest extent permitted by
the Delaware Business Corporation Statutes. These provisions generally permit
indemnification of directors and officers against certain costs, liabilities and
expenses of any threatened, pending or completed action, suit or proceeding that
any such person may incur by reason of serving in such positions until [i] final
adjudication established that the act or omission of the director or officer was
material to the cause of action adjudicated in the action, suit or proceeding
and involved intentional misconduct, fraud or a knowing violation of the law, or
[ii] the director or officer did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
Ohana, and in the case of criminal proceedings, the director or officer had no
reasonable cause to believe such act or omission was unlawful.

<PAGE>15

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this registration
statement:

(a)     The Registrant's Annual Report on Form 10-KSB for the year ended March
31, 2002, filed with the Securities and Exchange Commission;

(b)     The Registrant's Quarterly Reports on Form 10-QSB for the quarterly
periods ended June 30, 2002, September 30, 2002, December 31, 2002, and March
31, 2003, filed with the Securities and Exchange Commission;

(c)     All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the Annual Report
referred to in (a) above.

ITEM 4. DESCRIPTION OF SECURITIES.

   The Registrant's common stock is registered under Section 12 of the
Securities Exchange Act "the "Exchange Act"); however, there is no current
registration statement filed under the Exchange Act containing a description of
such common stock.  The following describes the Registrant's common stock:

   Subject to the rights of holders of any series of preferred stock that may
from time to time be issued, holders of common stock are entitled to one vote
per share on matters acted upon at any stockholders' meeting, including the
election of directors, and to dividends when, as and if declared by the Board of
Directors out of funds legally available therefore. There is no cumulative
voting and the common stock is not redeemable. In the event of any liquidation,
dissolution or winding up of the Registrant, each holder of common stock is
entitled to share ratably in all assets of the Registrant remaining after the
payment of liabilities and any amounts required to be paid to holders of
preferred stock, if any. Holders of common stock have no preemptive or
conversion rights and are not subject to further calls or assessments. All
shares of common stock now outstanding are fully paid and non-assessable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   The Registrant's Bylaws requires the Registrant to indemnify, to the fullest
extent allowed by applicable law, any person who serves or who has served at any
time as a director or an officer of the Registrant, and any director or officer
who, at the request of us, serves or at any time has served as a director or
officer, employee, or agent of another corporation, or of a partnership, joint
venture, trust, enterprise or nonprofit entity, including service with respect
to employee benefit plans, against any and all liabilities and loss suffered and
reasonable expenses incurred in connection with any claim, action, suit, or
proceeding to which such director or officer is made a party, or which may be
asserted against him, because he is or was a director or an officer.

   The above discussion of the Registrant's Bylaws and the Delaware General
Corporations Law is only a summary and is qualified in its entirety by the full
text of each of the foregoing.

ITEM 8. EXHIBITS.

The following Exhibits are filed as part of this registration statement:

Exhibit Number      Description of Exhibit
------------      --------------------------

 23.1    Consent of Jones Simkins LLP.

 23.2    Consent of Lucas, Horsfall, Murphy and Pindroh, LLP.

99.01    Consulting Agreements, dated December 18, 2002 and January 3, 2003,
         respectively, by and between Gerard Nolan and the Registrant.

99.02    Consulting Agreements, dated December 18, 2002 and January 3, 2003,
         respectively, by and between Catherine Thompson and the Registrant.

99.03    Consulting Agreements, dated December 18, 2002 and January 3, 2003,
         respectively, by and between David Cronshaw and the Registrant.

99.04    Amendment To Consulting Agreement Dated December 18, 2002,
         By and Between Ohana Enterprises, Inc. and Gerard Nolan

99.05    Amendment To Consulting Agreement Dated December 18, 2002,
         By and Between Ohana Enterprises, Inc. and Catherine Thompson

99.06    Amendment To Consulting Agreement Dated December 18, 2002,
         By and Between Ohana Enterprises, Inc. and David Cronshaw

99.07    Consulting Agreement, dated March 21, 2003, by and between
         Millennium Pacific Management and the Registrant.

99.08    Consulting Agreement, dated March 19, 2003, by and between
         Coventry Winsdor and the Registrant.


ITEM 9.         UNDERTAKINGS.

     (a)  The  undersigned  Registrant  hereby  undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Westlake Village, State of California, on
June 12, 2003.

         OHANA ENTERPRISES,  INC.
     /s/ Gerard Nolan
By: --------------------------
         Gerard Nolan
         Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                     TITLE                       DATE
----------------------        -----------------------     -------------

/s/  Gerard Nolan
 ---------------------        Chief Executive Officer     June 12, 2003
     Gerard Nolan             and a Director

/s/ Catherine Thompson
----------------------        Chief Financial Officer     June 12, 2003
    Catherine Thompson        and a Director


/s/ David Cronshaw
------------------------      Director                    June 12, 2003
    David Cronshaw

/s/ Michael Avatar
-----------------------       Director                    June 12, 2003
    Michael Avatar
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================================================================================

              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                              ON June 12, 2003

                        REGISTRATION  NO.  333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

                           OHANA ENTERPRISES, INC
             (Exact Name of Registrant as Specified in Its Charter)

                     DELAWARE                         95-2312900
         (State or Other Jurisdiction of           (I.R.S. Employer
          Incorporation or Organization)         Identification Number)

                             2899 AGOURA ROAD, #168
                       WESTLAKE VILLAGE, CALIFORNIA 91367
                                  818-991-6020
              (Address, Including Zip Code, and Telephone Number,
            Including Area Code, of Registrant's Executive Offices)

                             Consulting Agreements

                                  GERARD NOLAN
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             OHANA ENTERPRISES, INC.
                             2899 AGOURA ROAD, #168
                       WESTLAKE VILLAGE, CALIFORNIA 91367
                                  818-991-6020
           (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                            -----------------------
                                    COPY TO:
                             CATHRYN S. GAWNE, ESQ.
                            SILICON VALLEY LAW GROUP
                       152 NORTH THIRD STREET, SUITE 900
                           SAN JOSE, CALIFORNIA 95112
                                 (408) 286-6100

================================================================================

If   any  of  the securities being registered on this Form are being  offered
on a delayed or continuous basis  pursuant  to Rule 415 under the Securities
of 1933, check the  following  box.  [X]

+------------------------------------------------------------------------------+
|                         CALCULATION OF REGISTRATION FEE                      |
+------------------------------------------------------------------------------+
|                   |              |  Proposed   |  Proposed    |              |
| Title of          |              |  maximum    |  maximum     |              |
| each class        | Amount       |  offering   |  aggregate   | Amount of    |
| of securities     | to be        |  price per  |  offering    | registration |
| to be registered  | registered(2)|  share(1)   |  price       | fee(3)       |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock(1)   |  2,200,000   |    $0.56    |  $1,232,000  | $  99.79     |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+

(1)  Estimated solely for the purpose of computing the amount of the
      registration fee pursuant to Rule 457(c).

   This registration statement contains two parts. The first part contains a
prospectus prepared in accordance with the requirements of Part I of Form S-8
under the Securities Act. The second part contains information required in the
registration statement under Part II of Form S-8.

===================================================================

 PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
2

                   THESE SECURITIES MAY NOT BE SOLD UNTIL THE
                REGISRATION STATEMENT FILED WITH THE SECURITIES
                     AND EXCHANGE COMMISSION IS EFFECTIVE.
            THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
           AND IS NOT SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY
                STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                                   PROSPECTUS

                       2,200,000 Shares of Common Stock,
                           par value $.001 per share

                            Ohana Enterprises, Inc.,
                             a Delaware Corporation

        The stockholders of Ohana Enterprises, Inc., a Delaware corporation
("Ohana" or the "Company"), listed on page 9 of this Prospectus (the "Selling
Stockholders") are offering for sale up to 2,200,000 shares of our common stock,
$.001 par value (the "Shares"), under this Prospectus.  Those to whom such
Selling Stockholders may pledge, donate or transfer their Shares, and other
successors, may also use this Prospectus.  The Selling Stockholders may offer
their respective Shares through public or private transactions, at prevailing
market prices or at privately negotiated prices.

        The Selling Stockholders will receive all of the net proceeds from the
resale of the Shares.  Accordingly, Ohana will not receive any proceeds from the
resale of the Shares.  However, we have agreed to bear the expenses relating to
the registration of the Shares, other than brokerage commissions and expenses,
if any, which will be paid by the Selling Stockholders.

        On May 28, 2003, the closing per share sale price of our common stock on
the OTC Bulletin Board was $0.51.

        Our executive offices are located at 2899 Agoura Road, #168, Westlake
Village, CA  91367, and our telephone number is (818) 991-6020.

        THESE ARE SPECULATIVE SECURITIES AND INVOLVE A HIGH DEGREE OF RISK.
THERE IS NO PUBLIC MARKET FOR THESE SECURITIES AND NO PUBLIC MARKET IS EXPECTED
TO DEVELOP IN THE NEAR FUTURE.  INVESTMENT IN DEVELOPMENT STAGE BUSINESSES
INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN
THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR INVESTMENT IN ITS ENTIRETY.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED.  SEE "RISK FACTORS".

        THIS OFFERING MEMORANDUM SHALL NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE MADE UNLAWFUL.  NEITHER THIS OFFERING MEMORANDUM
NOR THE SECURITIES OFFERED HEREBY HAVE BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OF ADEQUACY OF THIS
OFFERING MEMORANDUM.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The date of this Offering Memorandum is June 12, 2003
3

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

        We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC").  Our
SEC filings are available to the public over the Internet at the SEC's website
at http://www.sec.gov.  You may also read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York City, New York and
Chicago, Illinois.  Please call the SEC at (800) SEC-0330 for further
information on the public reference rooms.

        We are filing a registration statement on Form S-8 with the SEC to
register the Shares being offered (the "Registration Statement").  This
Prospectus is part of the Registration Statement and, as permitted by the SEC,
does not contain all the information included in the registration statement.
For further information with respect to Ohana and our common stock, you should
refer to the Registration Statement and to the exhibits and schedules filed as
part of the Registration Statement, as well as the documents we have
incorporated by reference as discussed in Item 3 of Part II of the Registration
Statement.  You can review the documents that we have incorporated by reference
on the Internet or at the SEC's public reference facilities.

        This Prospectus may contain summaries of contracts or other documents.
Because they are summaries, they will not contain all of the information that
may be important to you. If you would like complete information about a contract
or other document, you should read the copy filed as an exhibit to the
registration statement.
4

                    INCORPORATION OF DOCUMENTS BY REFERENCE

    The SEC permits us to "incorporate by reference" the information we file
with it, which means that we may disclose important information to you by
referring to those documents.  The information incorporated by reference is
considered to be a part of this Prospectus, and information we file later with
the SEC is deemed automatically to update or supersede this information.  We
incorporate by reference the documents listed below and any future filings to be
made with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by us:

1.     Information Statement on Schedule 14C (preliminary filed on October 28,
2002 and definitive filed on November 19, 2002);

2.     Current Report on Form 8-K filed on October 31, 2002, as amended by
Form 8-K/A filed on May 7, 2003;

3.     Current Reports on Form 8-K filed on March 14, 2003, April 8, 2003 and
April 25, 2003, the latter as amended by Form 8-K/A filed on April 29, 2003;

4.     Quarterly Reports on Form 10-QSB filed on August 7, 2002 (as amended on
August 12, 2002), November 14, 2002, February 25, 2003(as amended on May 20,
2003) and May 20, 2003 ; and

5.     Annual Report on Form 10-KSB for the year ended March 31, 2002, as filed
on July 1, 2002.

        You may request a copy of these filings, at no charge, by writing us at
Ohana Enterprises, Inc., 2899 Agoura Road, #168, Westlake Village, California
91367; attn:  Catherine Thompson, Chief Financial Officer, or by calling us at
(818) 991-6020.

        WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS.
YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION.  THIS PROSPECTUS DOES NOT
OFFER TO SELL OR BUY ANY SHARES IN ANY JURISDICTION WHERE IT IS UNLAWFUL.  THE
INFORMATION IN THIS PROSPECTUS SPEAKS AS OF THE DATE HEREOF.
5

                               TABLE OF CONTENTS
                                                       Page
     Where to Find Out More About Us .................. 2
     Incorporation of Documents by Reference............2
     Summary............................................3
     Risk Factors.......................................4
     Use of Proceeds....................................8
     Selling Stockholders...............................8
     Plan of Distribution...............................9
     Description of Securities..........................10
     Indemnification of Directors and Officers..........10

                                    SUMMARY

        The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus, including the information
under "Risk Factors" and the other information incorporated by reference herein.

Issuer:        Ohana Enterprises, Inc. ("Ohana Enterprises" or the "Company"),
               a Delaware corporation.

Business:      The Company conducts its operations through its wholly-owned
               subsidiary,Virtual Interviews.  Virtual Interviews initially
               intends to target human resource professionals and hiring
               managers in both public and private sectors with positioning
               that compares the limitations and costs incurred by typical
               first- round interviewing to the Virtual Interviews solution.

The Offering:  The 2,200,000 Shares being offered for resale hereby represent
               common stock previously received by the Selling Stockholders
               in their respective capacities as officers or consultants to
               Ohana.  The documents evidencing the consulting and other
               services performed or to be performed by the Selling
               Stockholders for Ohana are attached as exhibits to the
               Registration Statement.

Use of Proceeds:  The Company will not receive any of the proceeds to be
                  received by the Selling Stockholders from the sale of
                  the Shares.
6

                                  RISK FACTORS

        PRIOR TO MAKING AN INVESTMENT DECISION, PROSPECTIVE PURCHASERS OF THE
SHARES    SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION SET FORTH IN THIS
MEMORANDUM AND, IN PARTICULAR, SHOULD EVALUATE THE FOLLOWING INVESTMENT
CONSIDERATIONS. THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.

        FORWARD-LOOKING STATEMENTS:  Certain statements, other than historical
facts, included in this Prospectus regarding our business strategies and plans
for future operations are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Exchange Act.  These statements, which include, but are
not limited to, words such as "expect", "anticipate", "plan", "estimate",
"project" and "intend" are based on management's belief and assumptions, and on
information currently available to us.  Forward-looking statements involve
certain known and unknown risks, uncertainties and other factors which may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by these
forward-looking statements.  These factors include, among others, our ability to
finance our business operations, the ability to obtain financing on reasonable
terms, if at all, the successful implementation of our business plan,
uncertainties in the industry or markets in which we operate; competition, and
other risks described below and in our periodic reports filed with the SEC.

1.   WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE A HISTORY OF LOSSES.

     Since the inception of Virtual Interviews in 2001, we have incurred
substantial losses from operations resulting primarily from costs related to
building our infrastructure.  Because of our status as a development stage
company, we expect to incur net losses for the foreseeable future.  If our
growth is slower than we anticipate or our operating expenses exceed our
expectations, our losses will be significantly greater.  We may never achieve
profitability.

2.    WE REQUIRE IMMEDIATE ADDITIONAL CAPITAL.

     Our operating plan for calendar year 2003 is focused on development of our
products and services. It is our estimate that a cash requirement of $1.6
million is required to support this plan for the next twelve months.  We are
actively seeking additional funding.  There can be no assurance that the
required additional financing will be available at terms favorable to us or at
all. Since our inception, we have financed our operations through private
equity placements.
7

     Obtaining capital will be challenging in a difficult environment, due to
the downturn in the United States economy and current world instability.  We
currently have no commitments for any funding, and there can be no assurance
that we will be able to obtain additional funding in the future from either debt
or equity financings, bank loans, collaborative arrangements or other sources on
terms acceptable to us, or at all.

    If adequate funds are not available or are not available on acceptable
terms when required, we may be required to significantly curtail our operations
or may not be able to fund expansion, take advantage of unanticipated
acquisition opportunities, develop or enhance services or products or respond to
competitive pressures. Such inability could have a material adverse effect on
our business, results of operations and financial condition.  If additional
funds are raised through the issuance of equity or convertible debt securities,
the percentage ownership of our stockholders will be reduced, stockholders may
experience additional dilution, and such securities may have rights, preferences
and privileges senior to those of our common stock.

3.   WE ARE A DEVELOPMENT STAGE COMPANY, AND HAVE A LIMITED OPERATING HISTORY
ON WHICH TO EVALUATE OUR POTENTIAL FOR FUTURE SUCCESS.

     We are a development stage company, and have yet to produce or sell any
products or services.  We have only a limited operating history upon which you
can evaluate our business and prospects, and have yet to develop sufficient
experience regarding actual revenues to be received from our products and
services.  You must consider the risks and uncertainties frequently encountered
by early stage companies in new and rapidly evolving markets.  If we are
unsuccessful in addressing these risks and uncertainties, our business, results
of operations and financial condition will be materially and adversely affected.
8

4.    OUR FUTURE REVENUES ARE UNPREDICTABLE AND OUR QUARTERLY OPERATING
RESULTS MAY FLUCTUATE SIGNIFICANTLY.

     We have a very limited operating history, and have no revenue to date.
We cannot forecast with any degree of certainty whether any of our products or
services will ever generate revenue or the amount of revenue to be generated by
any of our products or services. In addition, we cannot predict the consistency
of our quarterly operating results. Factors which may cause our operating
results to fluctuate significantly from quarter to quarter include:

-  our ability to attract new and repeat customers;

-  our ability to keep current with the evolving requirements of our target
   market;

-  our ability to protect our proprietary technology;

-  the ability of our competitors to offer new or enhanced products or services;
   and

-  unanticipated delays or cost increases with respect to research and
   development.

     Because of these and other factors, we believe that quarter-to-quarter
comparisons of our results of operations are not good indicators of our future
performance.  If our operating results fall below the expectations of securities
analysts and investors in some future periods, then our stock price may decline.

5.    ESTABLISHING OUR REVENUES AND ACHIEVING PROFITABILITY WILL DEPEND ON OUR
ABILITY TO DEVELOP AND COMMERCIALIZE OUR PRODUCTS.

     Much of our ability to establish revenues and to achieve profitability
and positive cash flows from operations will depend on the successful
introduction of our products and services in development.  Our prospective
customers will not use our products and services unless they determine that the
benefits provided by these products and services are greater than those
available from competing products and services.

     We may be required to undertake time-consuming and costly development
activities for new products and services. The completion of the development and
commercialization of any of our products and services under development remains
subject to all of the risks associated with the commercialization of new
products based on innovative technologies, including unanticipated technical or
other problems and the possible insufficiency of the funds allocated for the
completion of such development.
9

6.  WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.

    As a development stage company, we are entering a market that is presently
addressed by large companies with extensive financial resources. We have limited
funds with which to develop products and services, and most of our competitors
have significantly greater financial resources, technical expertise and
managerial capabilities than we currently possess.

7.  WE MAY FAIL TO ESTABLISH AND MAINTAIN STRATEGIC RELATIONSHIPS.

    We believe that the establishment of strategic partnerships will greatly
benefit the growth of our business, and we intend to seek out and enter into
strategic alliances.  We may not be able to enter into these strategic
partnerships on commercially reasonable terms or at all.  Even if we enter into
strategic alliances, our partners may not attract significant numbers of
customers or otherwise prove advantageous to our business.   Our inability to
enter into new distribution relationships or strategic alliances could have a
material and adverse effect on our business.

8. WE ARE SUBJECT TO U.S. AND FOREIGN GOVERNMENT REGULATION OF THE INTERNET, THE
   IMPACT OF WHICH IS DIFFICULT TO PREDICT.

   There are currently few laws or regulations directly applicable to the
Internet. The application of existing laws and regulations to Ohana relating to
issues such as user privacy, defamation, pricing, advertising, taxation,
consumer protection, content regulation, quality of products and services, and
intellectual property ownership and infringement can be unclear. In addition, we
will also be subject to new laws and regulations directly applicable to our
activities. Any existing or new legislation applicable to us could expose us to
substantial liability, including significant expenses necessary to comply with
such laws and regulations, and dampen the growth in use of the Web.

   We post our privacy policy and practices concerning the use and disclosure of
user data. Any failure by us to comply with our posted privacy policy or other
privacy-related laws and regulations could result in proceedings by the FTC or
others which could potentially have an adverse effect on our business, results
of operations and financial condition. In this regard, there are a large number
of legislative proposals before the United States Congress and various state
legislative bodies regarding privacy issues related to our business. It is not
possible to predict whether or when such legislation may be adopted, and certain
proposals, if adopted, could materially and adversely affect our business
through a decrease in user registrations and revenues. This could be caused by,
among other possible provisions, the required use of disclaimers or other
requirements before users can utilize our services.
10

   Due to the nature of the Web, it is possible that the governments of other
states and foreign countries might attempt to regulate Web transmissions or
prosecute us for violations of their laws. We might unintentionally violate such
laws, such laws may be modified and new laws may be enacted in the future. Any
such developments (or developments stemming from enactment or modification of
other laws) could increase the costs of regulatory compliance for us or force us
to change our business practices.

9.   OUR COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE; OUR COMMON STOCK
IS "PENNY STOCK".

    The market price of our 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 our common stock may
include, among other things:

 -  actual or anticipated fluctuations in our quarterly operating results;

 -  announcements of technological innovations;

 -  changes  in  financial estimates by securities analysts;

 -  conditions or trends in our industry; and

 -  changes in the market valuations of other comparable companies.

     In addition, our stock is currently traded on the NASD O-T-C Bulletin
Board and it is uncertain that we will be able to successfully apply for listing
on the AMEX, the NASDAQ National Market, or the Nasdaq SmallCap Market in the
foreseeable future due to the trading price of our common stock, our working
capital and revenue history.  Failure to list our shares on the AMEX, the Nasdaq
National Market, or the Nasdaq SmallCap Market will impair the liquidity of our
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 five
dollars, 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 3 years.
11

     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.  Our 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 our securities, and may adversely affect the ability of holders of our
common stock to resell their shares in the secondary market.

10.   THE PRICE OF OUR COMMON STOCK MAY BE DEPRESSED DUE TO THE EFFECTIVENESS
OF THIS REGISTRATION STATEMENT.

     When the Registration Statement becomes effective, 2,200,000 shares of
common stock will become eligible to be sold subject to the reoffer and resale
limitations of control and restricted securities under Rule 144(e) under the
Securities Act.  Under Rule 144(e), certain of the Selling Stockholders, Messrs.
Nolan and Cronshaw and Ms. Thompson, cannot sell an amount of their respective
Shares, during any 90-day period, which exceeds one percent of our issued and
outstanding common stock.  We cannot predict the effect, if any, that sales of
shares of our common stock or the availability of such shares for sale will have
on the market prices prevailing from time to time.  Nevertheless, the
possibility that substantial amounts of common stock may be sold in the public
market would likely have a material adverse effect on prevailing market prices
for our common stock and could impair our ability to raise capital through the
sale of our equity securities.

                                USE OF PROCEEDS

    The Selling Stockholders are selling all of the Shares covered by this
Prospectus for their own accounts.  Accordingly, we will not receive any of the
proceeds from the resale of the Shares.  We have agreed to bear the expenses
relating to the registration of the Shares, other than brokerage commissions and
expenses, if any, which will be paid by the Selling Stockholders.

                              SELLING STOCKHOLDERS

   The Shares being offered for resale represent common stock previously
received by the Selling Stockholders in their respective capacities as our
executive officers and directors and as advisors.  A description of the services
provided and/or to be provided by the Selling Stockholders and by which they
acquired the Shares, is set forth in the following documents (copies of which
are included as exhibits to the Registration Statement:

-   Consulting Agreements, dated December 18, 2002 (as amended) and January
    3, 2003, respectively, by and between Gerard Nolan and Ohana;

-   Consulting Agreements, dated December 18, 2002 (as amended) and January
    3, 2003, respectively, by and between Catherine Thompson and Ohana;

-   Consulting Agreements, dated December 18, 2002 (as amended) and January
    3, 2003, respectively, by and between David Cronshaw and Ohana;

-   Consulting Agreement, dated March 21, 2003, by and between Millennium
    Pacific Management and Ohana; and

-   Consulting Agreement, dated March 19, 2003, by and between Coventry
    Windsor and Ohana.

    The following table concerning the Selling Stockholders who may offer Shares
hereunder from time to time is based upon information provided to us by each
Selling Stockholder.
12
Shares of            Shares of
                                       Common               Common                     Shares Owned
                                       Stock Owned          Stock                   after the Offering
 Name of Selling Stockholder           Prior to Offering    To be Sold      Number of Shares        Percentage
-----------------------------------------------------------------------------------------------------------------
 Gerard Nolan                       4,920,414               810,000          4,110,414              23.1%
 Catherine Thompson                 2,364,785               495,000          1,869,785              10.5%
 David Cronshaw                     2,636,186               495,000          2,141,186              12.0%
 Millenium Pacific Management         200,000               200,000              --                  --
 Coventry Windsor                     200,000               200,000              --                  --
                                  ==============         ============        ==========          ===========
              Total                10,321,385             2,200,000          8,121,385              45.6%

 Under the rules promulgated by the Securities and Exchange Commission, a
person is deemed to be the beneficial owner of a security if such person has or
shares the power to vote or direct the voting of such security or the  power to
dispose or direct the disposition of such security.  A person is also deemed to
be a beneficial owner of any security if that person has the right to acquire
beneficial ownership within 60 days of the date hereof.  Unless otherwise
indicated by footnote, the Selling Stockholder has sole voting and investment
power with respect to the shares of common stock beneficially owned by him or
her.
PLAN OF DISTRIBUTION

     The Shares may be sold or distributed from time to time by the Selling
Stockholders or by pledgees, donees or transferees of, or successors in interest
to, the Selling Stockholders, directly to one or more purchasers (including
pledgees) or through brokers, dealers or underwriters who may act solely as
agents or may acquire Shares as principals, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices, which may be changed.

    The Shares that are being registered under this Prospectus constitute
"control" or "restricted" securities as defined for purposes of General
Instruction C to the Registration Statement.  As such, the Shares are subject to
resale and reoffer limitations imposed by Rule 144(e) under the Securities Act.
Under Rule 144(e), Messrs. Nolan and Cronshaw and Ms. Thompson cannot sell an
amount of their respective Shares during any 90-day period in excess of one
percent of our issued and outstanding common stock.
13

   The distribution of the Shares may be affected in one or more of
the following methods:

-  ordinary brokers' transactions, which may include long or short sales;

-  Transactions involving cross or block trades or otherwise on the quotation
system operated by the over-the-counter bulletin board, or on one or more other
securities markets and exchanges, in privately negotiated transactions;

-  purchases by brokers, dealers or underwriters as principal and resale by such
purchasers for their own accounts pursuant to this Prospectus;

-  "at the market" to or through market makers or established trading markets,
including direct sales to purchasers or sales effected through agents;

-  through transactions in options, swaps or other derivatives (whether exchange
listed or otherwise); or

-   any combination of the foregoing, or by any other legally available means.

   In addition, the Selling Stockholders may enter into hedging transactions
with broker-dealers who may engage in short sales of shares in the course of
hedging the positions they assume with the Selling Stockholders.  The Selling
Stockholders may also enter into option or other transactions with broker-
dealers that require the delivery by such broker-dealers of the shares, which
shares may be resold thereafter pursuant to this Prospectus.

   Brokers, dealers, underwriters or agents participating in the distribution of
the Shares may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of shares for
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess of
customary commissions).  The Selling Stockholders and any broker-dealers acting
in connection with the sale of the Shares hereunder may be deemed to be
underwriters within the meaning of the Securities Act.  Neither we nor the
Selling Stockholders can presently estimate the amount of such compensation.  We
know of no existing arrangements between the Selling Stockholders and any other
stockholder, broker, dealer, underwriter or agent relating to the sale or
distribution of the Shares.

    We have agreed to bear the expenses (other than broker's commissions and
similar charges) of the registration of the Shares, including legal and
accounting fees.

    The Selling Stockholders may also use Rule 144 under the Securities Act to
sell the Shares if they meet the criteria and conform to the requirements of
such Rule.

    There can be no assurance that the Selling Stockholders will sell any or all
of the Shares offered by them hereunder.
14

                           DESCRIPTION OF SECURITIES

    We are authorized to issue 200,000,000 shares of common stock, par value
$.001 per share.  As of May 28, 2003, 17,807,917 shares of common stock were
issued and outstanding.

   The Shares to be registered for resale hereunder entitle the holders to the
following rights:

-  Voting:  Holders of shares of common stock are entitled to one vote per share
on all matters submitted to a vote of the stockholders.  Shares of common stock
do not have cumulative voting rights; accordingly, the holders of a majority of
the shares of common stock eligible to vote and voting for the Board of
Directors can elect all members of the Board of Directors.

-  Dividends:  Holders of record of common stock are entitled to receive
dividends when and if declared by the Board of Directors out of our funds
legally available therefor.

-  Liquidation:  Upon any liquidation, dissolution or winding up of Ohana,
holders of shares of common stock are entitled to receive pro-rata all of the
assets of Ohana available for distribution to stockholders after any
distributions are made to holders of preferred stock.

                                INDEMNIFICATION

    Section 145 of the Delaware General Corporations Law authorizes the
indemnification of directors and officers against liability incurred by reason
of being a director, officer, employee or agent and against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative.  Unless an action is brought by, or in the right of the
corporation, this indemnification applies where the indemnified party acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  Indemnification in criminal actions or
proceedings is available where the officer or director had no reasonable cause
to believe his conduct was unlawful.

    As permitted by the provisions of the Delaware Business Corporation
Statutes, our Certificate of Incorporation and bylaws provide for the
indemnification of our directors and officers to the fullest extent permitted by
the Delaware Business Corporation Statutes. These provisions generally permit
indemnification of directors and officers against certain costs, liabilities and
expenses of any threatened, pending or completed action, suit or proceeding that
any such person may incur by reason of serving in such positions until [i] final
adjudication established that the act or omission of the director or officer was
material to the cause of action adjudicated in the action, suit or proceeding
and involved intentional misconduct, fraud or a knowing violation of the law, or
[ii] the director or officer did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
Ohana, and in the case of criminal proceedings, the director or officer had no
reasonable cause to believe such act or omission was unlawful.
15

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this registration
statement:

(a)     The Registrant's Annual Report on Form 10-KSB for the year ended March
31, 2002, filed with the Securities and Exchange Commission;

(b)     The Registrant's Quarterly Reports on Form 10-QSB for the quarterly
periods ended June 30, 2002, September 30, 2002, December 31, 2002, and March
31, 2003, filed with the Securities and Exchange Commission;

(c)     All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the Annual Report
referred to in (a) above.

ITEM 4. DESCRIPTION OF SECURITIES.

   The Registrant's common stock is registered under Section 12 of the
Securities Exchange Act "the "Exchange Act"); however, there is no current
registration statement filed under the Exchange Act containing a description of
such common stock.  The following describes the Registrant's common stock:

   Subject to the rights of holders of any series of preferred stock that may
from time to time be issued, holders of common stock are entitled to one vote
per share on matters acted upon at any stockholders' meeting, including the
election of directors, and to dividends when, as and if declared by the Board of
Directors out of funds legally available therefore. There is no cumulative
voting and the common stock is not redeemable. In the event of any liquidation,
dissolution or winding up of the Registrant, each holder of common stock is
entitled to share ratably in all assets of the Registrant remaining after the
payment of liabilities and any amounts required to be paid to holders of
preferred stock, if any. Holders of common stock have no preemptive or
conversion rights and are not subject to further calls or assessments. All
shares of common stock now outstanding are fully paid and non-assessable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   The Registrant's Bylaws requires the Registrant to indemnify, to the fullest
extent allowed by applicable law, any person who serves or who has served at any
time as a director or an officer of the Registrant, and any director or officer
who, at the request of us, serves or at any time has served as a director or
officer, employee, or agent of another corporation, or of a partnership, joint
venture, trust, enterprise or nonprofit entity, including service with respect
to employee benefit plans, against any and all liabilities and loss suffered and
reasonable expenses incurred in connection with any claim, action, suit, or
proceeding to which such director or officer is made a party, or which may be
asserted against him, because he is or was a director or an officer.

   The above discussion of the Registrant's Bylaws and the Delaware General
Corporations Law is only a summary and is qualified in its entirety by the full
text of each of the foregoing.

ITEM 8. EXHIBITS.

The following Exhibits are filed as part of this registration statement:

Exhibit Number      Description of Exhibit
------------      --------------------------

 23.1    Consent of Jones Simkins LLP.

 23.2    Consent of Lucas, Horsfall, Murphy and Pindroh, LLP.

99.01    Consulting Agreements, dated December 18, 2002 and January 3, 2003,
         respectively, by and between Gerard Nolan and the Registrant.

99.02    Consulting Agreements, dated December 18, 2002 and January 3, 2003,
         respectively, by and between Catherine Thompson and the Registrant.

99.03    Consulting Agreements, dated December 18, 2002 and January 3, 2003,
         respectively, by and between David Cronshaw and the Registrant.

99.04    Amendment To Consulting Agreement Dated December 18, 2002,
         By and Between Ohana Enterprises, Inc. and Gerard Nolan

99.05    Amendment To Consulting Agreement Dated December 18, 2002,
         By and Between Ohana Enterprises, Inc. and Catherine Thompson

99.06    Amendment To Consulting Agreement Dated December 18, 2002,
         By and Between Ohana Enterprises, Inc. and David Cronshaw

99.07    Consulting Agreement, dated March 21, 2003, by and between
         Millennium Pacific Management and the Registrant.

99.08    Consulting Agreement, dated March 19, 2003, by and between
         Coventry Winsdor and the Registrant.

ITEM 9.         UNDERTAKINGS.

     (a)  The  undersigned  Registrant  hereby  undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Westlake Village, State of California, on
June 12, 2003.

         OHANA ENTERPRISES,  INC.
     /s/ Gerard Nolan
By: --------------------------
         Gerard Nolan
         Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                     TITLE                       DATE
----------------------        -----------------------     -------------

/s/  Gerard Nolan
 ---------------------        Chief Executive Officer     June 12, 2003
     Gerard Nolan             and a Director

/s/ Catherine Thompson
----------------------        Chief Financial Officer     June 12, 2003
    Catherine Thompson        and a Director

/s/ David Cronshaw
------------------------      Director                    June 12, 2003
    David Cronshaw

/s/ Michael Avatar
-----------------------       Director                    June 12, 2003
    Michael Avatar