**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**FORM
      10-KSB**


**ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**






For
                the fiscal year ended March
                31, 2007
            
            Commission
                File Number
                333-63432ATLANTIC
                WINE AGENCIES INC.(Name
                of small business issuer in its
                charter)Florida
            
            65-1102237(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)





Mount
      Rosier Estate (Pty) Ltd.


Farm
      25
      A-Sir Lowry’s Pass Village


Somerset
      West, 7129


South
      Africa


(Address
      of principal executive offices) (Zip Code)


Issuer's
      telephone number: 011.27.218.581130


Securities
      registered under Section 12(b) of the Exchange Act:





None





Securities
      registered under Section 12(g) of the Exchange Act:





None








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. YES x NO o





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





The
      aggregate market value of the voting common stock held by non-affiliates of
      the
      registrant was approximately $927,277.60 based on 46,363,880 shares of common
      stock outstanding on March 31, 2007.









**PART
      I**




**ITEM
      1. DESCRIPTION OF BUSINESS**




**Background**





We
      are a
      Florida corporation formed on April 8, 2001. We were organized to be a blank
      check company.





On
      December 16, 2003, Rosehill Investments Limited, a Seychelles corporation
      ("Rosehill"), acquired 11,937,200 shares of New England Acquisitions, Inc.'s
      ("Company") Common Stock ("Shares") pursuant to a Stock Purchase Agreement
      among
      Rosehill, the Company, Mr. Jonathan B. Reisman and Mr. Gary Cella (the
      "Agreement"). The Agreement provided for the Shares to be sold as follows:
      9,234,520 shares from the Company; 1,379,600 shares from Mr. Reisman; and
      1,323,100 shares from Mr. Cella. As a result of the stock sale, the Directors
      of
      the Company resigned and ultimately Mr. Harry Chauhan was appointed as the
      sole
      officer and director.





At
      that
      time there were 12,552,395 shares of common stock issued and
      outstanding.





On
      January 13, 2004, the Company amended its Articles of Incorporation to change
      its name from New England Acquisitions, Inc. to Atlantic Wine Agencies
      Inc.





On
      February 9, 2004, the Company’s directors resigned and Mr. Harry Chauhan was
      appointed as the Company's sole Director and its President.





On
      March
      1, 2004 the Company completed a 1-for-200 reverse capitalization without
      affecting the par value or authorized number of shares.





On
      May 4,
      2004 the Company acquired all of the issued and outstanding shares of New
      Heights 560 Holdings LLC, a Cayman Islands limited liability corporation ("New
      Heights"), in exchange for One Hundred Million shares of its restricted common
      stock which is equal to 99.9% of the total outstanding shares of the Company's
      common stock (this transaction shall be referred to as the "Share Exchange").
      New Heights owned the property in South Africa on which our vineyard operations
      are located.





Prior
      to
      the Share Exchange, the Company was engaged in the business of manufacturing
      and
      distributing various skin creams and generated minimal revenues as a
      result.





**Present**





As
      a
      result of the Share Exchange, the Company now has two wholly owned subsidiaries,
      Mount Rozier Estates (Pty) Limited and Mount Rozier Properties (Pty) Limited.
      Such companies own a world class vineyard in the Stellenbosch region of Western
      Cape, South Africa. The vineyard and surrounding properties consist of 80.9
      hectares of arable land for viticultural as well as residential and commercial
      purposes. In the opinion of the management the site is a world class in terms
      of
      location, soil composition and future development potential.





Mount
      Rozier Estates (Pty) Limited and Mount Rozier Properties (Pty) Limited produces
      super premium quality wines on a boutique vineyard basis. We have become a
      notable producer of quality wines from South Africa by further: (i) developing
      and expanding our wine cellar tasting facilities and upgrading vineyards through
      better crop management; (ii) enhancing our strategic distribution channels
      with
      various international agents and direct route to market channels; and (iii)
      brand development efforts.





The
      launch of the wines under new patent branded labeling and marketing occurred
      in
      the fourth fiscal quarter of 2004 in South Africa and the United
      Kingdom.





Our
      wines
      were initially issued in three tiers: Mount Rozier a top quality super premium
      single vineyard brand; Rozier Bay a mid price range wine; Rozier Reef and a
      mainstream market product. Such wines have received several significant awards
      recently and we have built a significant regional route to market for sales
      which is on target with our early internal projections.





2


In
      September 2004, Mr. Adam Mauerberger became President of the Company and
      Chairman of the Board. Also in September the Company hired Mr. Andy Bayley
      to be
      the Senior Vice President of Sales and Marketing.





As
      an
      effort to reduce costs and centralize our operations due to securing an
      exclusive agency agreement with HBJ wines within the UK AWA INC. relocated
      all
      operations to South Africa as the main profit centre. This move resulted in
      substantial cost savings. At that time, however, the Company began contemplating
      a sale of some or all of its assets.





On
      October 13, 2006, Atlantic Wine Agencies, Inc. entered into an agreement with
      Auction Alliance, the South African auction firm, to sell its Myrtle Grove
      Property and Estates. Assets including land, vineyards, winery equipment and
      stock will be included in the auction sale. Our management has concluded that
      (i) after expending considerable resources and efforts in developing its
      business and building world class wine brands from South Africa, significantly
      more capital is necessary to further grow the business which the Company is
      unable to procure on commercially acceptable terms, (ii) The ZAR (South African
      Rand) has shown considerable volatility related to uncertainty regarding future
      political situation and (iii) the best time to maximize our South African
      property and operations is by selling through the public auction process locally
      in South Africa prior to the growing season in the southern hemisphere. We
      anticipate the auction and sale process to take approximately 60 days. When
      the
      sale has been completed, we will seek to use the proceeds from such sale to
      develop or acquire a business or businesses which will we believe will best
      serve the long term interests of our shareholders. Such businesses may or may
      not be related to the wine industry.





The
      Company was unable to sell its business to any auction bidders because it could
      not agree on terms. Therefore, the Company continues its business as a world
      class wine maker.





**ITEM
      2. DESCRIPTION OF PROPERTY**





Mount
      Rosier Estate a World Class Vineyard located in previously known as Myrtle
      Grove
      No 1380, Stellenbosch. The property is sub divided in parcels of land of 50.9
      hectares and 29.2 hectares making a total of 80.10 hectares.





The
      Estate also comprises of a winery, barrel holding area, a number of outer houses
      which plan to be converted into Guest Lodges on basis planning permission is
      granted. Additionally, there are two main residences, one of which is used
      by
      Viticultural Manager. The other residence is to be converted into Wine tasting
      and picnic area.





The
      existing wine tasting area which is attached to the barrel storage area and
      winery has been converted to modern cellar door facility to be utilized for
      professional buyers and public. The Estate also has its own water dam and spring
      which supplies not only the farm on the estate but also other neighbors on
      a
      limited basis. Around 20 hectares of land are under vine currently with
      potential to increase to around 40 hectares of planting. The property is located
      next to Vergelegen Wine Estate placing it in one of the key premium sites within
      Cape Town.








**ITEM
      3. LEGAL PROCEEDINGS**





The
      Company is not a party to any material pending legal proceedings or government
      actions, including any bankruptcy, receivership, or similar proceedings.
      Management of the Company does not believe that there are any proceedings to
      which any director, officer, or affiliate of the Company, any owner of record
      of
      the beneficially or more than five percent of the common stock of the Company,
      or any associate of any such director, officer, affiliate of the Company, or
      security holder is a party adverse to the Company or has a material interest
      adverse to the Company.





3





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





None.




**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**





(a)
            The
                Company's Common Stock is traded on the OTC-Bulletin Board under
                the
                symbol AWNA. The following sets forth the range of the closing bid
                prices
                for the Company's Common Stock for the period January 1, 2005 through
                July
                12, 2007. Such prices represent inter-dealer quotations, do not represent
                actual transactions, and do not include retail mark-ups, mark-downs
                or
                commissions. Such prices were determined from information provided
                by a
                majority of the market makers for the Company's Common Stock.





High
                Close
            Low
                Close2005First
                Quarter
            
            1.78
            1.75Second
                Quarter
            
            1.78
            1.00Third
                Quarter
            
            1.05
            0.65Fourth
                Quarter
            
            0.65
            0.452006First
                Quarter
            
            0.45
            0.10Second
                Quarter
            
            0.02
            0.02Third
                Quarter
            
            0.02
            0.02Fourth
                Quarter
            
            0.02
            0.022007First
                Quarter
            
            0.02
            0.02Second
                Quarter (through 7/12/07)
            
            0.02
            0.02








(b)
            The
                approximate number of holders of the Common Stock of the Company
                as of
                March 31, 2007 was 960.





(c)
            No
                cash dividends were declared by the Company during the fiscal year
                ended
                March 31, 2007. While the payment of dividends rests within the discretion
                of the Board of Directors, it is not anticipated that cash dividends
                will
                be paid in the foreseeable future, as the Company intends to retain
                earnings, if any, for use in the development of its business. The
                payment
                of dividends is contingent upon the Company's future earnings, if
                any, the
                Company's financial condition and its capital requirements, general
                business conditions and other factors.





(d)
            No
                shares were available for issuance under any equity compensation
                plan at
                March 31, 2007.





**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS**





**CAUTIONARY
      STATEMENT REGARDING FORWARD LOOKING STATEMENTS**




It
      should
      be noted that this Management's Discussion and Analysis of Financial Condition
      and Results of Operations may contain "forward-looking statements." The terms
      "believe," "anticipate," "intend," "goal," "expect," and similar expressions
      may
      identify forward-looking statements. These forward-looking statements represent
      the Company's current expectations or beliefs concerning future events. The
      matters covered by these statements are subject to certain risks and
      uncertainties that could cause actual results to differ materially from those
      set forth in the forward-looking statements, including the Company's dependence
      on weather-related factors, introduction and customer acceptance of new
      products, the impact of competition and price erosion, as well as supply and
      manufacturing restraints and other risks and uncertainties. The foregoing list
      should not be construed as exhaustive, and the Company disclaims any obligation
      subsequently to revise any forward-looking statements to reflect events or
      circumstances after the date of such statements, or to reflect the occurrence
      of
      anticipated or unanticipated events. In light of the significant uncertainties
      inherent in the forward-looking information included herein, the inclusion
      of
      such information should not be regarded as a representation that the strategy,
      objectives or other plans of the Company will be achieved. The Company wishes
      to
      caution readers not to place undue reliance on any such forward-looking
      statements, which speak only as of the date made.




4


On
      October 13, 2006, Atlantic Wine Agencies, Inc. entered into an agreement with
      Auction Alliance, the South African auction firm, to sell its Myrtle Grove
      Property and Estates. Assets including land, vineyards, winery equipment and
      stock will be included in the auction sale. Our management has concluded that
      (i) after expending considerable resources and efforts in developing its
      business and building world class wine brands from South Africa, significantly
      more capital is necessary to further grow the business which the Company is
      unable to procure on commercially acceptable terms, (ii) The ZAR (South African
      Rand) has shown considerable volatility related to uncertainty regarding future
      political situation and (iii) the best time to maximize our South African
      property and operations is by selling through the public auction process locally
      in South Africa prior to the growing season in the southern hemisphere. We
      anticipate the auction and sale process to take approximately 60 days. When
      the
      sale has been completed, we will seek to use the proceeds from such sale to
      develop or acquire a business or businesses which will we believe will best
      serve the long term interests of our shareholders. Such businesses may or may
      not be related to the wine industry.





The
      Company was unable to sell its business to any auction bidders because it could
      not agree on terms. Therefore, the Company continues its business as a world
      class wine maker.





The
      Company continues to evaluate all opportunities to maximize shareholder value
      including the sale of some or all of our assets or the acquisition of other
      businesses.




**RESULTS
      OF OPERATIONS**




Operating
      costs for the year ended March 31, 2007 aggregated $1,762,324 or ($0.02) per
      share as compared to $3,709,937 or ($0.03) per share for the year ended March
      31, 2006.




**LIQUIDITY
      AND CAPITAL RESOURCES**




For
      the
      year ended March 31, 2007 net cash used to fund operating activities aggregated
      ($795,205), net cash utilized by investing activities aggregated $5,380 and
      net
      cash provided by financing activities aggregated $194,692.




For
      the
      year ended March 31, 2006, net cash used to fund operating activities aggregated
      approximately ($1,357,078), net cash utilized by investing activities aggregated
      approximately ($307,655) and net cash provided by financing activities
      aggregated approximately $1,116,908.




**CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES**




The
      Company's discussion and analysis of its financial condition and results of
      operations are based upon its financial statements, which have been prepared
      in
      accordance with accounting principles generally accepted in the United States.
      The preparation of these financial statements requires the Company to make
      estimates and judgments that affect the reported amounts of assets, liabilities,
      revenues and expenses, and related disclosure of contingent assets and
      liabilities. On an on-going basis, the Company evaluates its estimates,
      including those related to bad debts, income taxes and contingencies and
      litigation. The Company bases its estimates on historical experience and on
      various other assumptions that are believed to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      carrying values of assets and liabilities that are not readily apparent from
      other sources. Actual results may differ from these estimates under different
      assumptions or conditions.




5





**RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS**




In
      June 2006, the Financial Accounting Standards Board (“FASB”) issued
      Interpretation 48, “Accounting for Income Tax Uncertainties” (“FIN 48”). FIN 48
      defines the threshold for recognizing the benefits of tax return positions
      in
      the financial statements as “more-likely-than-not” to be sustained by the
      taxing authority. Recently issued literature also provides guidance on the
      derecognition, measurement and classification of income tax uncertainties,
      along
      with any related interest and penalties. FIN 48 also includes guidance
      concerning accounting for income tax uncertainties in interim periods and
      increases the level of disclosures associated with any recorded income tax
      uncertainties. FIN 48 is effective for fiscal years beginning after
      December 15, 2006. The Company expects to adopt the provisions of FIN 48
      beginning in the first quarter of 2007. The Company is currently in the process
      of determining the impact, if any, of adopting the provisions of FIN 48 on
      its
      financial position, results of operations and liquidity.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which
      defines fair value, establishes a framework for measuring fair value under
      other
      accounting pronouncements that permit or require fair value measurements,
      changes the methods used to measure fair value and expands disclosures about
      fair value measurements. In particular, disclosures are required to provide
      information on the extent to which fair value is used to measure assets and
      liabilities; the inputs used to develop measurements; and the effect of certain
      of the measurements on earnings (or changes in net assets).




SFAS
      No.
      157 is effective for fiscal years beginning after November 15, 2007 and interim
      periods within those fiscal years. Early adoption, as of the beginning of an
      entity’s fiscal year, is also permitted, provided interim financial statements
      have not yet been issued. The Company is currently evaluating the potential
      impact, if any, that the adoption of SFAS No. 157 will have on its consolidated
      financial statements.




In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when
      Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”).
      SAB No. 108 provides guidance on how prior year misstatements should be
      considered when quantifying misstatements in the current year financial
      statements. SAB No. 108 requires registrants to quantify misstatements using
      both a balance sheet and an income statement approach and evaluate whether
      either approach results in quantifying a misstatement that, when all relevant
      quantitative and qualitative factors are considered, is material. SAB No. 108
      does not change the guidance in SAB No. 99, “Materiality,” when evaluating the
      materiality of misstatements. SAB No. 108 is effective for fiscal years ending
      after November 15, 2006. Upon initial application, SAB No. 108 permits a
      one-time cumulative effect adjustment to beginning retained earnings. The
      Company adopted SAB No. 108 for the fiscal year ended March 31, 2007. Adoption
      of SAB No. 108 did not have a material impact on the consolidated financial
      statements.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities* (“SFAS 159”).
      SFAS 159 allows entities to measure at fair value many financial
      instruments and certain other assets and liabilities that are not otherwise
      required to be measured at fair value. SFAS 159 is effective for fiscal
      years beginning after November 15, 2007. The Company has not determined
      what impact, if any, that adoption will have on our results of operations,
      cash
      flows or financial position.


6


**ITEM
      7. FINANCIAL STATEMENTS**








ATLANTIC
      WINE AGENCIES, INC.


AND
      SUBSIDIARIES





AUDITED
      FINANCIAL STATEMENTS





MARCH
      31,
      2007








7


CONTENTS
                
                PageReport
                    of Independent Registered Public Accounting Firm
                
                
                F-1Consolidated
                    Balance Sheets
                
                
                F-2Consolidated
                    Statements of Operations
                
                
                F-3Consolidated
                    Statements of Cash Flows
                
                
                F-4Consolidated
                    Statement of Stockholders’ Equity
                
                
                F-5Notes
                    to Consolidated Financial Statements
                
                
                F-6





MEYLER
      & COMPANY, LLC


CERTIFIED
      PUBLIC ACCOUNTANTS


ONE
      ARIN
      PARK


1715
      HIGHWAY 35


MIDDLETOWN,
      NJ 07748








Report
      of
      Independent Registered Public Accounting Firm








Board
      of
      Directors


Atlantic
      Wine Agencies, Inc.


Somerset
      West, South Africa




We
      have
      audited the accompanying consolidated balance sheets of Atlantic Wine Agencies,
      Inc. and Subsidiaries as of March 31, 2007 and 2006 and the related consolidated
      statements of operations, stockholders’ equity and cash flows for each of the
      two years in the period ended March 31, 2007. These financial statements are
      the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to, perform an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements, assessing the accounting principles used and significant
      estimates made by management, as well as evaluating the overall financial
      statement presentation. We believe that our audit provides a reasonable basis
      for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of the Company as of March 31, 2007
      and 2006 and the results of its operations and its cash flows for each of the
      two years in the period ended March 31, 2007 and 2006, in conformity with U.S.
      generally accepted accounting principles.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note A to the
      consolidated financial statements, the Company has incurred cumulative losses
      of
      $7,749,230 since inception, has negative working capital of $1,912,728, and
      there are existing uncertain conditions the Company faces relative to its
      ability to obtain capital and operate successfully. These conditions raise
      substantial doubt about its ability to continue as a going concern. Management’s
      plans regarding those matters are also described in Note A. The financial
      statements do not include any adjustments that might result from the outcome
      of
      these uncertainties.





Meyler
      & Company, LLC








Middletown,
      NJ


July
      12,
      2007





F-1








Atlantic
                  Wine Agencies, Inc.and
                  SubsidiariesConsolidated
                  Balance SheetsAssetsMarch
                  31,2007
              
              2006Current
                  AssetsCash
              
              $
              341
              
              $
              78,145Accounts
                  receivable
              
              
              37,656
              
              
              507,065Inventory
              
              
              144,480
              
              
              324,492Prepaid
                  expenses
              
              
              13
              
              
              9,142Total
                  Current Assets
              
              
              182,490
              
              
              918,844Property
                  and equipment, net of accumulated depreciationof
                  $218,864 and $151,204, respectively
              
              
              2,437,488
              
              
              2,945,682Other
                  AssetsTrademark
              
              
              1,426
              
              
              1,426$
              2,621,404
              
              $
              3,865,952Liabilities
                  and Stockholders’ EquityCurrent
                  LiabilitiesBank
                  overdraft
              
              $
              158,967Due
                  to factoring agent
              
              
              
              
              $
              99,595Loans
                  from principal stockholders
              
              
              1,259,863
              
              
              1,259,863Accounts
                  payable
              
              
              208,669
              
              
              299,004Accrued
                  expenses
              
              
              332,618
              
              
              220,967Loan
                  payable to principal officer
              
              
              135,320Accrued
                  payroll taxes
              
              
              
              
              
              25,9262,095,437
              
              
              1,905,355Stockholders’
                  EquityCommon
                  stock authorized 150,000,000shares;
                  $0.00001 par value; issued andoutstanding
                  86,323,880 shares atMarch
                  31, 2007 and 2006
              
              
              868
              
              
              868Paid-in
                  capital
              
              
              7,829,536
              
              
              7,829,536Accumulated
                  deficit
              
              
              (7,749,230
              )
              
              (6,184,014
              )Accumulated
                  other comprehensive income
              
              
              444,793
              
              
              314,207Total
                  Stockholders’ Equity
              
              
              525,967
              
              
              1,960,597$
              2,621,404
              
              $
              3,865,952


See
        accompanying notes to financial statements.


F-2





Atlantic
                  Wine Agencies, Inc.and
                  SubsidiariesConsolidated
                  Statements of OperationsFor
                  the Years Ended March 31,2007
              
              2006Net
                  Sales
              
              $
              196,920
              
              $
              1,132,060Costs
                  and ExpensesCost
                  of sales
              
              
              1,064,084
              
              
              1,673,785Selling,
                  general and administrative
              
              
              599,833
              
              
              1,828,467Stock
                  based compensation
              
              
              
              
              
              49,000Impairment
                  of goodwill
              
              
              
              
              
              38,748Depreciation
                  and amortization
              
              
              98,407
              
              
              119,973Total
                  Costs and Expenses
              
              
              1,762,324
              
              
              3,709,973Net
                  Operating loss
              
              
              (1,565,404
              )
              
              (2,577,913
              )Other
                  Income (Expense)Gain
                  on sale of assets
              
              
              17,664Foreign
                  exchange rate realization
              
              
              
              
              
              27,298Interest
                  expense
              
              
              (17,476
              )
              
              (63,378
              )Total
                  Other Income (Expense)
              
              
              188
              
              
              (36,080
              )Loss
                  Before Extraordinary Item
              
              
              (1,565,216
              )
              
              (2,613,993
              )Extraordinary
                  ItemForgiveness
                  of debt
              
              
              
              
              
              343,611Net
                  Loss
              
              $
              (1,565,216
              )
              $
              (2,270,382
              )Net
                  Loss Per Common Share (Basic and Diluted)Continuing
                  operations
              
              $
              (0.02
              )
              $
              (0.03
              )Extraordinary
                  gain
              
              
              
              
              
              0.004Weighted
                  Average Common Shares Outstanding
              
              
              86,323,880
              
              
              86,102,948
  See accompanying notes to financial statements.
 F-3


Atlantic
                  Wine Agencies, Inc.and
                  SubsidiariesConsolidated
                  Statements of Cash FlowsFor
                  the Years Ended March 31,2007
              
              2006Cash
                  Flows From Operating ActivitiesNet
                  loss
              
              $
              (1,565,216
              )
              $
              (2,270,382
              )Adjustments
                  to reconcile net loss tocash
                  flows used in operating activities:Gain
                  on sale of assets
              
              
              17,664Impairment
                  of goodwill
              
              
              
              
              
              38,748Stock
                  based compensation
              
              
              
              
              
              49,000Depreciation
                  and amortization
              
              
              98,407
              
              
              119,973Debt
                  forgiveness
              
              
              
              
              
              (343,611
              )Decrease
                  (increase) in accounts receivable
              
              
              469,409
              
              
              (470,010
              )Decrease
                  (increase) in inventory
              
              
              180,012
              
              
              1,218,965Decrease
                  (increase) in prepaid expenses
              
              
              9,129
              
              
              34,656(Decrease)
                  increase in accrued payroll taxes
              
              
              (25,926
              )
              
              (39,255
              )(Decrease)
                  increase in accounts payable
              
              
              (90,335
              )
              
              197,623Increase
                  in accrued expenses
              
              
              111,651
              
              
              107,215Net
                  Cash Flows Used in Operating Activities
              
              
              (795,205
              )
              
              (1,357,078
              )Cash
                  Flows From Investing ActivitiesDisposal
                  of property and equipment
              
              
              8,400Cash
                  paid for property and equipment
              
              
              (3,020
              )
              
              (307,655
              )Net
                  Cash Flows Used in Operating Activities
              
              
              5,380
              
              
              (307,655
              )Cash
                  Flows From Financing ActivitiesBorrowings
                  under bank overdraft facility
              
              
              158,967Loan
                  from Factoring Agent
              
              
              (99,595
              )
              
              99,595Receivable
                  from officer
              
              
              
              
              
              48,761Loans
                  from principal stockholders
              
              
              
              
              
              968,552Loan
                  payable to principal officer
              
              
              135,320Net
                  Cash Flows Provided by Financing Activities
              
              
              194,692
              
              
              1,116,908Effect
                  of Exchange Rate Changes on Cash
              
              
              517,329
              
              
              528,483Decrease
                  in cash
              
              
              (77,804
              )
              
              (19,342
              )Cash,
                  Beginning of Period
              
              
              78,145
              
              
              97,487Cash,
                  End of Period
              
              $
              341
              
              $
              78,145Supplemental
                  Cash Flow Information:Cash
                  paid for interest
              
              $
              17,476
              
              $
              63,378Capitalization
                  of shareholder loan
              
              
              
              
              $
              2,429,958
  See
        accompanying notes to financial
        statements.
 F-4





Atlantic
                  Wine Agencies, Inc.and
                  SubsidiariesConsolidated
                  Statement of Stockholders’
                  EquityMarch
                  31, 2007
  AccumulatedOtherCommon
                  Stock
              
              
              Paid
                  in
              
              
              Accumulated
              
              
              ComprehensiveShares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              Income
                  (Loss)
              
              
              TotalBalance,
                  March 31, 2005
              
              
              86,088,880
              
              $
              862
              
              $
              5,350,584
              
              $
              (3,913,632
              )
              $
              (215,046
              )
              $
              1,222,768
  Issuance
                  of common stockto
                  employees as additionalcompensation
              
              
              185,000
              
              
              1
              
              
              27,749
              
              
              
              
              
              
              
              
              27,750Issuance
                  of common stock toto
                  Sales Vice President inaccordance
                  with contract
              
              
              50,000
              
              
              5
              
              
              21,245
              
              
              
              
              
              
              
              
              21,250Capitalization
                  of shareholderloans
              
              
              
              
              
              
              
              
              2,429,958
              
              
              
              
              
              
              
              
              2,429,958Net
                  loss for year ended March 31,2006
              
              
              
              
              
              
              
              
              
              
              (2,270,382)
              
              (2,270,382
              )Translation
                  adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              529,253
              
              
              529,253Balance,
                  March 31, 2006
              
              
              86,323,880
              
              
              868
              
              
              7,829,536
              
              
              (6,184,014
              )
              
              314,207
              
              
              1,960,597Net
                  loss for the year ended March31,2007
              
              
              
              
              
              
              
              
              
              
              
              (1,565,216
              )
              
              
              
              
              (1,565,216
              )Translation
                  adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              130,586
              
              
              130,586Balance,
                  March 31, 2007
              
              
              86,323,880
              
              $
              868
              
              $
              7,829,536
              
              $
              (7,749,230
              )
              $
              444,793
              
              $
              525,967
 
 See
        accompanying notes to financial statements.





F-5




Atlantic
      Wine Agencies, Inc.


and
      Subsidiaries





Notes
      to
      Consolidated Financial Statements


March
      31,
      2007








NOTE
      A  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





Nature
      of Business





Atlantic
      Wine Agencies, Inc., formerly New England Acquisitions, Inc., (the “Company”),
      was organized under the laws of the State of Florida. On May 4, 2005, the
      Company acquired New Heights 560 Holdings, LLC, (“New Heights”) a Cayman Island
      Limited Liability Company which owns two subsidiaries in South Africa and has
      a
      world class vineyard producing high quality wines to be marketed principally
      in
      Europe. New Heights had no operations prior to March 1, 2005.





Going
      Concern





As
      indicated in the accompanying financial statements, the Company has incurred
      cumulative net operating losses of $7,749,230 since inception and has negative
      working capital of $1,912,728. Management’s plans include the raising of capital
      through the equity markets to fund future operations and the generating of
      revenue through its business. Failure to raise adequate capital and generate
      adequate sales revenues could result in the Company having to curtail or cease
      operations. Additionally, even if the Company does raise sufficient capital
      to
      support its operating expenses and generate adequate revenues, there can be
      no
      assurances that the revenues will be sufficient to enable it to develop business
      to a level where it will generate profits and cash flows from operations. These
      matters raise substantial doubt about the Company’s ability to continue as a
      going concern. However, the accompanying financial statements have been prepared
      on a going concern basis, which contemplates the realization of assets and
      satisfaction of liabilities in the normal course of business. These financial
      statements do not include any adjustments relating to the recovery of the
      recorded assets or the classification of the liabilities that might be necessary
      should the Company be unable to continue as a going concern.





Foreign
      Currency Translation





The
      Company considers the South African Rand to be its functional currency. Assets
      and liabilities were translated into US dollars at period-end exchange rates.
      Statements of operations amounts were translated using the average rate during
      the period. Gains and losses resulting from translating foreign currency
      financial statements were accumulated in accumulated other comprehensive income
      (loss), a separate component of stockholders’ equity.





Cash
      Equivalents





For
      purposes of reporting cash flows, cash equivalents include investment
      instruments purchased with an original maturity of three months or less.





Use
      of
      Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and reported amounts of revenues and expenses during
      the reporting period. Actual results could differ from those
      estimates.








F-6





Atlantic
      Wine Agencies, Inc.


and
      Subsidiaries





Notes
      to
      Consolidated Financial Statements


March
      31,
      2007








NOTE
      A  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Property
      and Equipment and Depreciation





Property
      and equipment is stated at cost and is depreciated using the straight line
      method over the estimated useful lives of the respective assets. Routine
      maintenance, repairs and replacement costs are expensed as incurred and
      improvements that extend the useful life of the assets are capitalized. Costs
      incurred in developing vineyards, including related interest costs, are
      capitalized until the vineyards become commercially productive. When property
      and equipment is sold or otherwise disposed of, the cost and related accumulated
      depreciation are eliminated from the accounts and any resulting gain or loss
      is
      recognized in operations. The Company computes depreciation using the straight
      line method. Leasehold improvements are amortized over the estimated useful
      lives.





Inventory





Inventory
      is valued at the lower of cost or market based on the average cost method.





Revenue
      Recognition





Revenue
      is recognized when persuasive evidence of an arrangement exists, delivery has
      occurred, the fee is determinable and collectibility is probable.





Consolidated
      Financial Statements





The
      consolidated financial statements include the Company and its wholly owned
      subsidiaries. All significant intercompany transactions and balances have been
      eliminated in consolidation.





Comprehensive
      Income (Loss)





SFAS
      No.
      130 establishes standards for the reporting and disclosure of comprehensive
      income and its components. Comprehensive income is defined as the change in
      a
      business enterprise’s equity during a period arising from transactions, events
      or circumstances relating to non-owner sources, such as foreign currency
      translation adjustments and unrealized gains or losses on available-for-sale
      securities. It includes all changes in equity during a period except those
      resulting from investments by or distributions to owners. Comprehensive income
      is accumulated in accumulated other comprehensive income (loss), a separate
      component of stockholders’ equity.





Fair
      Values of Financial Instruments





The
      Company uses financial instruments in the normal course of business. The
      carrying values of cash, accounts receivable, prepaid expenses, accounts
      payable, accrued expenses and accrued payroll taxes approximate their fair
      value
      due to the short-term maturities of these assets and liabilities. The carrying
      values of loans from principal stockholders approximate their fair value based
      upon management’s estimates using the best available information.





Impairment
      of Long-Lived Assets





The
      Company reviews long-lived assets for impairment whenever events or changes
      in
      circumstances indicate the carrying amount of an asset may not be recoverable.
      Recoverability of assets to be held and used is measured by a comparison of
      the
      carrying amount of an asset to future undiscounted net cash flows expected
      to be
      generated by the asset. If such assets are considered to be impaired, the
      impairment to be recognized is measured by the amount by which the carrying
      amount of the assets exceed the fair value of the assets.




F-7


Atlantic
      Wine Agencies, Inc.


and
      Subsidiaries





Notes
      to
      Consolidated Financial Statements


March
      31,
      2007








NOTE
      A  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Goodwill
      and Other Intangible Assets





The
      Company follows SFAS No. 142 “Goodwill and Other Intangible Assets” in assessing
      Goodwill for impairment. The Company performs an impairment review, at least
      annually, for each reporting unit with assigned goodwill, using a fair value
      approach whenever events or changes in circumstances indicate that the goodwill
      asset may not be fully recoverable. Reporting units may be operating segments,
      or one level below an operating segment, referred to as a component. Under
      the
      fair value approach, whenever the carrying value of the reporting unit,
      including the goodwill asset, exceeds the fair value of the reporting unit
      (generally based on the reporting unit’s future estimated discounted cash
      flows), then the goodwill asset may be impaired and the Company is required
      to
      compare the implied fair value of the reporting units goodwill with the carrying
      amount of the reporting unit’s goodwill. If the carrying amount of the reporting
      unit’s goodwill is greater than the implied fair value of the reporting unit’s
      goodwill, an impairment loss must be recognized for the excess.





Net
      Loss Per Common Share





The
      Company computes per share amounts in accordance with Statement of Financial
      Accounting Standards (“SFAS”) No. 128, “Earnings per Share”. SFAS No. 128
      requires presentation of basic and diluted EPS. Basic EPS is computed by
      dividing the income (loss) available to Common Stockholders by the
      weighted-average number of common shares outstanding for the period. Diluted
      EPS
      is based on the weighted-average number of shares of Common Stock and Common
      Stock equivalents outstanding during the periods.





Stock-Based
      Compensation





The
      Company accounts for employee stock based compensation and stock issued for
      services using the fair value method. In accordance with Emerging Issues Task
      Force (“EITF”) 96-18, the measurement date of shares issued for services is the
      date at which the counterparty’s performance is complete.





Income
      Taxes





The
      Company follows Financial Accounting Statement SFAS No. 109 in Accounting for
      Income Taxes. Under this method, the Company recognizes a deferred tax liability
      or asset for temporary differences between the tax basis of an asset or
      liability and the related amount reported on the financial statements.





Recent
      Accounting Pronouncements





In
      June 2006, the Financial Accounting Standards Board (“FASB”) issued
      Interpretation 48, “Accounting for Income Tax Uncertainties” (“FIN 48”). FIN 48
      defines the threshold for recognizing the benefits of tax return positions
      in
      the financial statements as “more-likely-than-not” to be sustained by




F-8




Atlantic
      Wine Agencies, Inc.


and
      Subsidiaries





Notes
      to
      Consolidated Financial Statements


March
      31,
      2007








NOTE
      A  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent
      Accounting Pronouncements (Continued)





t he
      taxing
      authority. Recently issued literature also provides guidance on the
      derecognition, measurement and classification of income tax uncertainties,
      along
      with any related interest and penalties. FIN 48 also includes guidance
      concerning accounting for income tax uncertainties in interim periods and
      increases the level of disclosures associated with any recorded income tax
      uncertainties. FIN 48 is effective for fiscal years beginning after
      December 15, 2006. The Company expects to adopt the provisions of FIN 48
      beginning in the first quarter of 2007. The Company is currently in the process
      of determining the impact, if any, of adopting the provisions of FIN 48 on
      its
      financial position, results of operations and liquidity.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which
      defines fair value, establishes a framework for measuring fair value under
      other
      accounting pronouncements that permit or require fair value measurements,
      changes the methods used to measure fair value and expands disclosures about
      fair value measurements. In particular, disclosures are required to provide
      information on the extent to which fair value is used to measure assets and
      liabilities; the inputs used to develop measurements; and the effect of certain
      of the measurements on earnings (or changes in net assets).




SFAS
      No.
      157 is effective for fiscal years beginning after November 15, 2007 and interim
      periods within those fiscal years. Early adoption, as of the beginning of an
      entity’s fiscal year, is also permitted, provided interim financial statements
      have not yet been issued. The Company is currently evaluating the potential
      impact, if any, that the adoption of SFAS No. 157 will have on its consolidated
      financial statements.




In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when
      Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”).
      SAB No. 108 provides guidance on how prior year misstatements should be
      considered when quantifying misstatements in the current year financial
      statements. SAB No. 108 requires registrants to quantify misstatements using
      both a balance sheet and an income statement approach and evaluate whether
      either approach results in quantifying a misstatement that, when all relevant
      quantitative and qualitative factors are considered, is material. SAB No. 108
      does not change the guidance in SAB No. 99, “Materiality,” when evaluating the
      materiality of misstatements. SAB No. 108 is effective for fiscal years ending
      after November 15, 2006. Upon initial application, SAB No. 108 permits a
      one-time cumulative effect adjustment to beginning retained earnings. The
      Company adopted SAB No. 108 for the fiscal year ended March 31, 2007. Adoption
      of SAB No. 108 did not have a material impact on the consolidated financial
      statements.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities* (“SFAS 159”).
      SFAS 159 allows entities to measure at fair value many financial
      instruments and certain other assets and liabilities that are not otherwise
      required to be measured at fair value. SFAS 159 is effective for fiscal
      years beginning after November 15, 2007. The Company has not determined
      what impact, if any, that adoption will have on our results of operations,
      cash
      flows or financial position.





F-9




Atlantic
      Wine Agencies, Inc.


and
      Subsidiaries





Notes
      to
      Consolidated Financial Statements


March
      31,
      2007






NOTE
      B  INVENTORY




Inventory
                  at March 31, is as follows:
  2007
              
              2006Raw
                Materials
              
              
              
              
              $
              159,187Work
                in process
              
              
              
              
              
              10,440Bottled
                wine
              
              $
              144,480
              
              
              154,865$
              144,480
              
              $
              324,492
  NOTE C  PROPERTY AND EQUIPMENT
  Property
                  and equipment at March 31, is as
                  follows:
  2007
              
              2006
              
              Useful
                  LifeLand
                  and buildings
              
              $
              2,081,536
              
              $
              2,459,751
              
              
              45
                  yearsVineyards
              
              
              198,839
              
              
              234,968
              
              
              40
                  yearsFurniture,
                  fixtures and equipment
              
              
              375,977
              
              
              402,167
              
              
              3
                  to 10 years2,656,352
              
              
              3,096,886Less:
                  accumulated depreciation
              
              
              218,864
              
              
              151,204$
              2,437,488
              
              $
              2,945,682


NOTE
      D  IMPAIRMENT OF GOODWILL





The
      Company, during the fourth quarter of 2006, performed an impairment review
      of
      its Goodwill and determined that it was impaired since the fair value of the
      reporting unit generating the Goodwill was determined to be zero. Accordingly,
      the entire Goodwill balance of $38,748 was written off and recorded as
      Impairment of Goodwill in the Statement of Operations.





NOTE
      E  DUE
      TO
      FACTORING AGENT





In
      December 2005, the Company entered into an arrangement with a factoring agent
      to
      factor its London wine receivables. For each approved shipment, the Company
      would receive 80% of the invoice amount which would be repaid from the receipts
      of accounts receivable. The loan is secured by the assets of the Company and
      bears interest at 8%. The balance payable at March 31, 2006 was $99,595. There
      were no transactions during the year ended March 31, 2007.





NOTE
      F  LOAN
      FROM
      PRINCIPAL STOCKHOLDERS





At
      March
      31, 2006, the principal stockholders advanced the Company $3,689,821 for working
      capital of which $2,429,958 has been contributed to capital and $1,259,863
      remains as an outstanding loan at March 31, 2007 and 2006, respectively. The
      loan is non- interest bearing and has no stated maturity date.





NOTE
      G  OVERDRAFT
      FACILITY





On
      June
      6, 2006, the Company entered into an overdraft facility arrangement with a
      South
      African bank for R $1,000,000 (US $162,200). The loan is secured by the assets
      of the South African winery and bears a rate of interest at South African Prime
      of 8%. At March 31, 2007, the outstanding balance was $158,967.




F-10


Atlantic
      Wine Agencies, Inc.


and
      Subsidiaries





Notes
      to
      Consolidated Financial Statements


March
      31,
      2007








NOTE
      H
      STOCKHOLDERS’ EQUITY





On
      December 23, 2005, the Company issued 50,000 shares of its common stock to
      the
      Vice President of Sales under his employment contract. The stock was valued
      at
      $21,250 using the market price of $0.43 per share at date of grant. The amount
      was recorded as stock based compensation.





In
      connection with the closing of the London sales office in March 2006, the
      Company issued 185,000 shares of its common stock to employees. The stock was
      valued at $27,750 using the market price of $0.15 per share at March 31, 2006,
      the effective date of the closing. The amount was recorded as stock based
      compensation.





NOTE
      I
      EMPLOYMENT CONTRACTS





The
      Company has an employment contract with the President of the Company for an
      annual salary of $125,000 which is renewable annually. It additionally allows
      for the reimbursement of reasonable travel expense





NOTE
      J  INCOME
      TAXES





The
      principal types of temporary differences, which are measured at the current
      tax
      rates, are net operating loss carry forwards. At March 31, 2005, these
      differences resulted in a deferred tax asset of approximately $1,000,000. SFAS
      No. 109 requires the establishment of a valuation allowance to reflect the
      likelihood of realization of deferred tax assets. Since realization is not
      assured, the Company has recorded a valuation allowance for the entire deferred
      tax asset, and the accompanying financial statements do not reflect any net
      asset for deferred taxes at March 31, 2006.





The
      Company’s net operating loss carry forwards amounting to $7,000,000 are
      principally international losses, which have no expiration date.





NOTE
      K
      CLOSING OF LONDON SALES OFFICE





In
      March
      2006, the Company decided to close its London sales office and transferred
      all
      functions to South Africa. In connection with the closing, termination costs
      other than normal expenditures, aggregated $71,225, of which $27,750 has been
      recorded as stock based compensation.





NOTE
      L  LOAN
      PAYABLE TO PRINCIPAL OFFICER





The
      amounts payable to the Principal Officer represent unpaid salaries and
      unreimbursed travel expenses which were incurred during the year ended March
      31,
      2007. The balance at March 31, 2007 was $135,320.





NOTE
      M  FORGIVENESS
      OF DEBT





The
      Company had a loan payable to a former Australian subsidiary which was acquired
      in September 2004. In 2005, it was determined that such acquisition was not
      in
      the best interest of the parties and the transaction was unwound. Accordingly,
      the debt to that subsidiary was forgiven in the settlement
      agreements.





F-11





Atlantic
      Wine Agencies, Inc.


and
      Subsidiaries





Notes
      to
      Consolidated Financial Statements


March
      31,
      2007








NOTE
      N  SUBSEQUENT
      EVENTS





On
      April
      17, 2007, the Company entered into an additional overdraft facility arrangement
      with ABSA, a South African Bank for R$7,000,000 (U.S. $1,000,000). The loan
      is
      secured by the assets of the South African Winery and bears interest at the
      South African prime rate of 12.5% per annum.





F-12


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





For
      the
      fiscal year ended March 31, 2007, our accountants were Meyler & Company,
      LLC, independent certified public accountants. At no time has there been any
      disagreement with either such accountants regarding any matter of accounting
      principals or practices, financial statement disclosure, or auditing scope
      or
      procedure.







**PART
      III**





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





**OFFICERS
      AND DIRECTORS**





Adam
      Mauerberger the sole director of the Company. The Company's directors are
      elected at each Annual Meeting of Shareholders. The directors currently serving
      on the Company's Board and the executive officers are set forth in the table
      below:


Name
              Age
              Positions
                  and Offices With The CompanyAdam
                  Mauerberger
              36
              Chairman;
                  Chief Executive Officer;President;
                  Chief Financial Officer






No
      director holds any directorship in a Company with a class of securities
      registered pursuant to Section 12 of the Securities Exchange Act of 1934 or
      subject to the requirements of Section 15(d) of such Act. No director holds
      any
      directorship in a company registered as an investment company under the
      Investment Company Act of 1940.





As
      the
      Board of Directors only has one director and the Company one employee,
      no Audit or Strategy Committee has been established. The Company does not have
      a
      standing nominating committee or any committee performing a similar function.
      For the above reasons, the Company has not adopted a code of
      ethics.





The
      following is a biographical summary of the directors and officers of the
      Company:




**Adam
      Mauerberger**





On
      March
      1, 2004 , the Company’s wholly-owned subsidiary, Atlantic Wine Agencies Limited,
      contracted with Mr. Adam Mauerberger as its CEO and acting sales and marketing
      manager director. On July 26, 2004, Mr. Mauerberger was elected to the Company’s
      board of directors and he assumed the title of President of the Company at
      that
      time. Upon Mr. Harry Chauhan’s resignation, Mr. Mauerberger assumed the title of
      Chief Financial Officer as well.





Adam
      was
      responsible for the development and management of Zachys Wine Merchants Limited,
      an exclusive premium wine dealer based in London. He also managed the launch
      and
      management of the Mayfair fine wine format for Majestic Wines Limited. He was
      responsible for driving the development of several prestige agency brands
      including Bollinger, Rustenburg and Southcorp brands. Adam was also key in
      the
      development of premium wine agencies for London and the South East under BRL
      Hardy and Constellation Wines.





8


**Andrew
      Bayley***





On
      October 26, 2004, the Company’s shareholder’s elected Mr. Bayley to the
      Company’s board of directors. Also, on that date, Mr. Bayley was appointed as
      the Company’s Senior Vice President of Sales and Marketing.





Andy
      joins the Company from Les Grands Chais de France where he was the Business
      Manager, responsible for the development of GCF UK business and brands within
      the UK Off Trade sector for major accounts including Booker, Majestic Wine,
      Sainsburys and Waitrose.





Prior
      to
      Les Grands Chais de France, Andy worked for Seagram UK covering the complete
      wine and spirit portfolio for key national wholesale accounts. His wine
      'apprenticeship' was at Majestic Wine, where he was responsible for their
      successful new store opening in Mayfair.





While
      working as Business manager for Les Grands Chais de France he was instrumental
      in increasing JP Chenet (the company's major wine brand) to almost 10 million
      bottles in less than three years. He also created and implemented key strategy
      in the wholesale sector resulting in a significant increase in sales of the
      25cl
      single serve format.





In
      addition Andy also brings to the Company extensive firsthand experience from
      the
      wine regions in France, Italy, Spain and California.




*****
      Mr. Bayley resigned December
      2006.




**COMPLIANCE
      WITH SECTION 16(a) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





Not
      applicable.





9


**ITEM
      10. EXECUTIVE COMPENSATION**





The
      table
      below sets forth all annual and long-term compensation paid by the Company
      through the latest practicable date to the Chief Executive Officer of the
      Company and to all executive officers of the Company who received total annual
      salary and bonus in excess of $100,000 for services rendered in all capacities
      to the Company and its subsidiaries during the fiscal year ended March 31,
      2007.




The
      following table sets forth information concerning all remuneration paid by
      the
      Company as of March
      31,
      2007 to the Company's Directors and Executive Officers.




Summary
      Compensation Table




**Long-Term**
              **Compensation**
              **Awards****Securities****Underlying**
            
            
            **All
                Other****Name
              and
              Principal Position**
            
            
            **Year**
            
            
            **Salary**
            
            
            **Bonus**
            
            
            **Options
              (#) /SARS**
            
            
            **Compensation**Adam
                Mauerberger - CEO, President and CFO
            
            
            2004
            
            
            95,580*
            
            
            0
            
            
            0
            
            
            02005
            
            
            95,580*2006
            
            
            125,000*Andy
                Bayley - Sr. V.P. of Sales and Marketing
            
            
            2004
            
            
            88,500**2005
            
            
            88,500**2006




* Mr.
      Mauerberger’s contract is for a period of 5 years with an annual salary of
      $95,580 in year one (fiscal 2003) and escalating to $168,073 in year five
      (fiscal 2007). In addition to his annual salary, Mr. Mauerberger has the right
      to receive $2,200 in additional benefits and reimbursement of approved expenses
      up to a maximum of $14,720 per month. The employment agreement may be terminated
      for “cause”.




**Directors'
      Compensation**





During
      the fiscal year ended March 31, 2007 no fees were paid to our
      Directors.





**Employment
      Contracts**





See
      footnote to the compensation table immediately above for the material terms
      of
      our officers employment/consulting agreements with the Company.


10


**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**





**Security
      Ownership of Certain Beneficial Owners**








The
      following table sets forth information regarding the beneficial ownership of
      the
      shares of the Common Stock (the only class of shares previously issued by the
      Company) at March 31, 2007, by (i) each person known by the Company to be the
      beneficial owner of more than five percent (5%) of the Company’s outstanding
      shares of Common Stock, (ii) each director of the Company, (iii) the executive
      officers of the Company, and (iv) by all directors and executive officers of
      the
      Company as a group. Each person named in the table, has sole voting and
      investment power with respect to all shares shown as beneficially owned by
      such
      person and can be contacted at the address of the Company.








Title
                of Class
            
            Name
                of Beneficial Owner
            
            Shares
                of Common Stock
            
            Percent
                of ClassCommon
            
            
            Willowcreek
                International Ltd
              Goodman’s
                Bay Corporation Ctr
              West
                Bay Street
              Nassau,
                Bahamas
            
            
            20,000,000
            
            
            23.81
            %Common
            
            
            Adam
                Mauerberger1
            
            
            19,960,000
            
            
            23.76
            %Common
            
            
            Crayson
                Properties Ltd
              Akara
                Bldg
              24
                De Castro Street
              Wickams
                Cay, Road Town
              Tortola,
                BVI
            
            
            8,442,191
            
            
            9.80
            %Common
            
            
            Andy
                Bayley
            
            
            100,000
            
            
            .12
            %Directors
                and Officers as a group
            
            
            
            
            
            20,060,000
            
            
            23.88
            %





1 Mr.
      Mauerberger is the sole shareholder of Fairhurst Properties S A. Akara Bldg
      24
      De Castro Street


Wickams
      Cay, Road Town, Tortola BVI.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**





None.




**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**




(a)
      Exhibits.




Exhibit
      Number Exhibit Description





16.1
      8-K
      Announcing Agreement with Auction Alliance filed on November 2,
      2006


21.1
      Subsidiaries of the Company


23.1
      Consent of Independent Certified Public Accountant


31.1
      Section 302 Certification


32.1
      Section 906 Certification




(b)
      Reports on Form 8-K.





11


On
      October 13, 2006, Atlantic Wine Agencies, Inc. entered into an agreement with
      Auction Alliance, the South African auction firm, to sell its Myrtle Grove
      Property and Estates. Assets including land, vineyards, winery equipment and
      stock will be included in the auction sale. Our management has concluded that
      (i) after expending considerable resources and efforts in developing its
      business and building world class wine brands from South Africa, significantly
      more capital is necessary to further grow the business which the Company is
      unable to procure on commercially acceptable terms, (ii) The ZAR (South African
      Rand) has shown considerable volatility related to uncertainty regarding future
      political situation and (iii) the best time to maximize our South African
      property and operations is by selling through the public auction process locally
      in South Africa prior to the growing season in the southern hemisphere. We
      anticipate the auction and sale process to take approximately 60 days. When
      the
      sale has been completed, we will seek to use the proceeds from such sale to
      develop or acquire a business or businesses which will we believe will best
      serve the long term interests of our shareholders. Such businesses may or may
      not be related to the wine industry.




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





Audit
      Fees





For
      the
      Company's fiscal year ended March 31, 2007, the estimated cost for professional
      services rendered for the audit of our financial statements and the review
      of
      the Form 10-KSB is approximately $35,000. We were billed approximately $35,000
      for professional services rendered for the review of financial statements
      included in our periodic and other reports filed with the Securities and
      Exchange Commission for our year ended March 31, 2007.





Tax
      Fees





For
      the
      Company's fiscal year ended March 31, 2007, the estimated cost for professional
      services rendered for tax compliance, tax advice, and tax planning is
      approximately $3,500.





All
      Other
      Fees





The
      Company incurred fees equal to approximately $15,000 for the three quarterly
      reports on Form 10-QSB.




12







**SIGNATURES**




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







**ATLANTIC
      WINE AGENCIES INC.**




/s/
      Adam Mauerberger


Name:
      Adam Mauerberger


Title:
      Chairman of the Board, Chief Executive Officer,


President,
      Chief Financial Officer and Secretary


Date:
      July 12, 2007




13