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, 2006        Commission File Number 333-63432


                           ATLANTIC WINE AGENCIES INC.
                 (Name of small business issuer in its charter)


                 Florida                                    65-1102237
      (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                  Identification No.)


                               Golden Cross House
               8 Duncannon Street, London, United Kingdom WC2N 4JF
               (Address of principal executive offices) (Zip Code)


                           Issuer's telephone number:
                               011-44-207-484-5005


         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 |_|

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. |_|

The aggregate market value of the voting common stock held by non-affiliates of
the registrant as of July 14, 2006 was approximately $1,392,208 based on
34,805,203 shares of common stock outstanding on July 14, 2006.
<PAGE>

                                     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.


                                       1
<PAGE>

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.

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. have relocated
all operations to South Africa as the main profit centre. This move will result
in substantial cost savings, however, we are considering all available financing
options as well as the possibility of the sale of some or all of our assets. All
such decisions will be made with the goal of maximizing shareholder value both
in the near and long terms.

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. Two main residences one for the use of the Viticultural Manager, and
the other 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 utilised 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 as 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.

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

None.


                                       2
<PAGE>

                                     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, 2004 through July
      14, 2006. 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 Close

            2004
            First Quarter                          1.25         1.00
            Second Quarter                         3.00         1.15
            Third Quarter                          2.10         1.77
            Fourth Quarter                         2.15         1.77

            2005
            First Quarter                          1.78         1.75
            Second Quarter                         1.78         1.00
            Third Quarter                          1.05         0.65
            Fourth Quarter                         0.65         0.45

            2006
            First Quarter                          0.45         0.10
            Second Quarter (through 7/13/06)       0.25         0.03

(b)   The approximate number of holders of the Common Stock of the Company as of
      July 14, 2006 was 960.

(c)   No cash dividends were declared by the Company during the fiscal year
      ended March 31, 2006. 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, 2006.

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.


                                       3
<PAGE>

RESULTS OF OPERATIONS

Our revenues showed strong growth from previous 2005 fiscal year from $120,913
to $1,132,060 in 2006. Case sales increased by gaining market share from 1,263
nine-liter cases in 2004 to 43,282 nine-liter cases in 2005.

New agents gained over the year ended March 31, 2006 include HBJ wines UK,
Ekford - Norway, Rubaiyat - Canada and Slowein - Slovakia.

Notable positive events during the year ended March 31, 2006 were various
industry awards to Mount Rozier Estate and its branded portfolio. Results
include 6 medals in the International Wine & Spirit Competition 2005. Of note,
our Mount Rozier Shiraz 2003 and Rozier Bay Chardonnay 2004 were each awarded
"Gold - Best in Class". Additionally, four of our wines were awarded Bronze
medals in the same competition. Recently, a double gold was achieved in the
prestigious South African Veritas competition including a further 4 medals.
Further, 4 star awards were awarded by John Platter the leading industry wine
guide from South Africa for Mount Rozier Cuvee Burr `03 and Mount Rozier Shiraz
`03.

Raising profile on the branded portfolio included positive articles in The
Herald, Drinks International, Harpers and Decanter respectively.

An additional notable event for the year was the unwind of our acquisition of
Dominion Estates. On August 20, 2005, Atlantic Wine Agencies, Inc. and its
subsidiary Mount Rozier Estates (collectively, "Company") entered into a
settlement agreement and related documents with Dominion Estates Pty Ltd
("Estates"), Global Realty Development Corp and Sapphire Developments Limited
("Settlement Transaction"). On August 24, 2005, Dominion Wines Ltd executed such
Settlement Agreement. Pursuant to the Settlement Transaction, the parties
thereto and their respective stockholders agreed that it would be in the best
interests of each to unwind the share exchange transaction that the parties had
previously consummated in accordance with the certain Share Exchange Agreement
effective as of September 4, 2004, by and among the parties thereto pursuant to
which the Company had acquired all of the issued and outstanding shares of
Estates and Wines in exchange for 20,000,000 shares of our common stock.

In exchange for the transfer of all ordinary shares of Estates held by the
Company to A1 Financial Planners, an unrelated party to the Company, and a
release of liabilities related to the Share Exchange Agreement dated September
14, 2004 ("Share Exchange Agreement"), the Settlement Transaction has resulted
in:

(i)   The return of the 18,749,147 shares of the Company's common stock
      originally issued to the shareholders of Estates thus decreasing the total
      number of outstanding shares by almost 20%.

(ii)  The extinguishment of a Company debt owed to one of its shareholders,
      Sapphire Developments Limited, in the amount of $2,429,958 ("Sapphire
      Debt");

(iii) The extinguishment of a Company debt owed to Estates in the amount of
      $343,611 ("Estates Debt"); and

(iv)  The release of the Company from all liabilities related to the Share
      Exchange Agreement.

The Company's board of directors believes that the unwind transaction places the
Company in a significantly stronger position by extinguishing a total of
$2,773,569 of Company debt which was held in the form of a convertible note.


                                       4
<PAGE>

Atlantic reviewed operations strategy by implementing overhead costs initiatives
replacing the United Kingdom ("UK") with South Africa as main profit centre due
to securing Hayman Barwell Jones ("HBJ") as an exclusive agent. HBJ wines are an
independent fine wine shipper based in Ipswich and London. HBJ will service
current trade clients in the UK and will continue to develop new route to market
through their extensive sales team allowing UK overheads to be reduced in new
financial year. The business had to compromise with lower margin on mainstream
brands as the new world sector continues to be affected by aggressive global
trading conditions particularly from the oversupply of fruit from Australia. The
South African sector remains challenging for mainstream off trade brands due to
the strong South African Rand regarding exports in the mainstream sector below
(pound)5.00 price point. Focus will now remain on premium Estate range enhancing
margin.

Margin loss was further affected by the administration of UNWINS - the largest
off trade retailer in the South-East of England, formally 382 stores. Despite
the administration process, which is similar to the bankruptcy process in the
United States, sales were insured but resulted in loss of margin to the
business.

In order to take the business forward in a profitable manner the board is
currently seeking various finance options including the possible disposal of
some or all of our assets. With reduced overheads and a JIT system implemented
to manage stock holding, our Board of Directors looks forward to building upon
the excellent profile and gains Mount Rozier has achieved within the last year
focusing on premium brands within the portfolio and gaining lost margin from
mainstream brands.

In furtherance of our goal of building world class wine brands from South
Africa, we intend to revisit some of our earlier business development strategies
of strengthening our business outside core wine model into potentially the
leisure & resource industry delivering value to all shareholders. We will
endeavour to keep the public promptly updated as our options clarify themselves.

We have financed our operations to date through loans made to us by our
shareholders and their affiliates.

Operating costs for the year ended March 31, 2006 aggregated $3,724,353 or
(0.04) per share as compared to $1,391,784 or (0.02) per share for the year
ended March 31, 2005.

LIQUIDITY AND CAPITAL RESOURCES

For the year ended March 31, 2006 net cash used to fund operating activities
aggregated $1,308,317 net cash utilized by investing activities aggregated
$367,655 and net cash provided by financing activities aggregated $1,068,147.

From inception through March 31, 2006, net cash used to fund operating
activities aggregated approximately $3,600,000, net cash utilized by investing
activities aggregated approximately $639,006 and net cash provided by financing
activities aggregated approximately $4,200,000.

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.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Instruments
with Characteristics of Both Liabilities and Equity." This standard requires
that certain financial instruments embodying an obligation to transfer assets or
to issue equity securities be classified as liabilities. It is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is generally effective July 1, 2003. This standard had no impact on the
Company's financial statements.


                                       5
<PAGE>

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an Amendment to FASB Statement No.
123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods for transition to SFAS No. 123's
fair value method of accounting for stock-based compensation. As amended by SFAS
No. 148, SFAS No. 123 also requires additional disclosure regarding stock-based
compensation in annual and condensed interim financial statements. The new
disclosure requirements became effective immediately.


                                       6
<PAGE>

ITEM 7. FINANCIAL STATEMENTS


CONTENTS
--------------------------------------------------------------------------------

                                                                            Page

Report of Independent Registered Public Accounting Firm                      F-1

Consolidated Balance Sheets                                                  F-2

Consolidated Statements of Operations                                        F-3

Consolidated Statements of Cash Flows                                        F-4

Consolidated Statement of Stockholders' Equity                               F-5

Notes to Consolidated Financial Statements                                   F-7


                                       7
<PAGE>

                              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.
London, United Kingdom

We have audited the accompanying consolidated balance sheets of Atlantic Wine
Agencies, Inc. and Subsidiaries as of March 31, 2006 and 2005 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the two years in the period ended March 31, 2006. 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,
2006 and 2005 and the results of its operations and its cash flows each of the
two years in the period ended March 31, 2006 and 2005, 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
$6,184,014 since inception, 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 6, 2006


                                      F-1
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                           March 31,
                                                                 ----------------------------
                                                                     2006            2005
                                                                 ------------    ------------
                                                                                  (Restated)
<S>                                                              <C>             <C>
                                     Assets

Current Assets
   Cash                                                          $     78,145    $     97,487
   Accounts receivable                                                507,065          37,055
   Inventory                                                          324,492       1,543,457
   Prepaid expenses and other                                           9,142          43,960
   Receivable from officer                                                 --          48,761
                                                                 ------------    ------------
          Total Current Assets                                        918,844       1,770,720
                                                                 ------------    ------------

Property and equipment, net of accumulated depreciation
  of $151,204 and $41,249, respectively                             2,945,682       2,758,000

Other Assets
   Goodwill, net of accumulated amortization of $9,784 in 2005             --          38,748
   Trademark                                                            1,426           1,264
                                                                 ------------    ------------

                                                                 $  3,865,952    $  4,568,732
                                                                 ============    ============

                      Liabilities and Stockholders' Equity

Current Liabilities
   Due to factoring agent                                        $     99,595              --
   Loans from principal stockholders                                1,259,863    $  2,721,269
   Accounts payable                                                   299,004         101,381
   Accrued expenses                                                   220,967         113,752
   Due to Dominion Estates Pty Ltd                                         --         344,381
   Accrued payroll taxes                                               25,926          65,181
                                                                 ------------    ------------
                                                                    1,905,355       3,345,964

Stockholders' Equity
   Common stock authorized 150,000,000
     shares; $0.00001 par value; issued and
     outstanding  86,323,880 and 86,088,880
     shares at March 31, 2006 and 2005, respectively                      868             862
   Paid-in capital                                                  7,829,536       5,350,584
   Accumulated deficit                                             (6,184,014)     (3,913,632)
   Accumulated other comprehensive income                             314,207        (215,046)
                                                                 ------------    ------------
          Total Stockholders' Equity                                1,960,597       1,222,768
                                                                 ------------    ------------

                                                                 $  3,865,952    $  4,568,732
                                                                 ============    ============
</TABLE>

                 See accompanying notes to financial statements.


                                      F-2
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                      For the Years Ended March 31,
                                                      ----------------------------
                                                          2006            2005
                                                      ------------    ------------
                                                                        (Restated)
<S>                                                   <C>             <C>
Net Sales                                             $  1,132,060    $    120,913

Costs and Expenses
   Cost of sales                                         1,673,785         137,589
   Selling, general and administrative                   1,828,467       1,196,883
   Interest expense                                         63,378           4,808
   Stock based compensation                                 49,000       1,951,066
   Impairment of goodwill                                   38,748              --
   Depreciation and amortization                           119,973          52,504
                                                      ------------    ------------
          Total Costs and Expenses                       3,773,351      (3,342,850)
                                                      ------------    ------------

Net Operating loss                                       2,641,291      (3,221,937)

Other Income Expense
   Foreign exchange rate realization                        27,298           7,127
                                                      ------------    ------------

Loss Before Extraordinary Item                          (2,613,993)     (3,214,810)

Extraordinary Item
   Forgiveness of debt                                     343,611              --
                                                      ------------    ------------

Net Loss                                              $ (2,270,382)   $ (3,214,810)
                                                      ============    ============

Net Loss Per Common  Share (Basic and Diluted)        $      (0.03)   $      (0.04)
                                                      ============    ============

Weighted Average Common Shares Outstanding              86,102,948      93,169,945
                                                      ============    ============
</TABLE>

                 See accompanying notes to financial statements.


                                      F-3
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                           For the Years Ended March 31,
                                                           ----------------------------
                                                               2006            2005
                                                           ------------    ------------
                                                                            (Restated)
<S>                                                        <C>             <C>
Cash Flows From Operating Activities
   Net loss                                                $ (2,270,382)   $ (3,214,810)
   Adjustments to reconcile net loss to
     cash flows used in operating activities:
       Impairment of goodwill                                    38,748              --
       Stock based compensation                                  49,000       1,951,066
       Depreciation and amortization                            119,973          52,504
       Debt forgiveness                                        (343,611)             --
       Increase in accounts receivable                         (470,010)        (21,204)
       Decrease (increase) in inventory                       1,218,965      (1,316,399)
       Receivable from officer                                   48,761         (48,761)
       Decrease (increase) in prepaid expenses and other         34,656         (43,960)
       (Decrease) increase in accrued payroll taxes             (39,255)         65,181
       Increase in accounts payable                             197,623          99,613
       Increase in accrued expenses                             107,215          99,075
                                                           ------------    ------------

          Net Cash Flows Used in Operating Activities        (1,308,317)     (2,377,695)
                                                           ------------    ------------

Cash Flows From Investing Activities
   Cash paid for property and equipment                        (307,655)       (330,850)
                                                           ------------    ------------
          Net Cash Flows Used in Operating Activities          (307,655)       (330,850)
                                                           ------------    ------------

Cash Flows From Financing Activities
   Loan from Factoring Agent                                     99,595              --
   Loan from principal stockholders                             968,552       2,566,287
   Loan from Dominion Estates Pty Ltd                                --         344,381
                                                           ------------    ------------
          Cash Flows Provided by Financing Activities         1,068,147       2,910,668
                                                           ------------    ------------

Effect of Exchange Rate Changes on Cash                         528,483        (217,722)
                                                           ------------    ------------

(Decrease) increase in cash                                     (19,342)        (15,599)

Cash, Beginning of Period                                        97,487         113,086
                                                           ------------    ------------

Cash, End of Period                                        $     78,145    $     97,487
                                                           ============    ============

Supplemental Cash Flow Information:
   Cash Paid for Interest                                  $     63,378    $      4,808
                                                           ============    ============
</TABLE>

                 See accompanying notes to financial statements.


                                      F-4
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

                 Consolidated Statement of Stockholders' Equity
                                 March 31, 2006

<TABLE>
<CAPTION>
                                              Common Stock                                             Accumulated
                                       ----------------------------      Paid in        Accumulated   Comprehensive
                                          Shares          Amount         Capital          Deficit         Income          Total
                                       ------------    ------------    ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
New Heights 560 Holdings, LLC
  capital contribution December
  15, 2003 - Note A                          50,000    $     50,000              --              --              --    $     50,000
Additional capital contribution
  March 2004                                     --              --    $  2,673,880              --              --       2,673,880
                                       ------------    ------------    ------------    ------------    ------------    ------------
Total New Heights 560 Holdings,
  LLC prior to reverse merger                50,000          50,000       2,673,880              --              --       2,723,880
Merger with Atlantic Wine Agencies,
  Inc.:
Cancellation of New Heights 560
  Holdings, LLC outstanding shares          (50,000)        (50,000)         50,000              --              --              --
Equity of Atlantic Wine Agencies,
  Inc. at March 31, 2004                     63,027               1          69,355    $    (69,356)             --              --
Capitalization of Atlantic Wine
  Agencies, Inc. accumulated deficit             --              --         (69,356)         69,356              --              --
Issuance of 100,000,000 shares to
  acquire New Heights 560 Holdings,
  LLC                                   100,000,000           1,000          (1,000)             --              --              --
Issuance of common stock to
  consultants @ $0.035 per share          4,000,000              40         139,960        (140,000)             --              --
Transfer of 21,460,000 shares by
  controlling shareholder to employees
  See Note H to Financial Statements             --              --         536,500              --              --         536,500
Net loss for the one month ended
  March 31, 2004                                 --              --              --        (558,822)   $        967        (557,855)
                                       ------------    ------------    ------------    ------------    ------------    ------------
Balance, March 31, 2004                 104,063,027           1,041       3,399,339        (698,822)            967       2,702,525
Cancellation of shares                  (20,000,000)           (200)            200              --              --              --
Issuance of common stock for
  contract settlement at $0.50
  per share                                 500,000               5         249,995              --              --         250,000
Issuance of common stock in
  connection with employment
  contract at $0.50 per share               135,000               1          67,499              --              --          67,500
Adjustment to shares returned
  from Dominion transaction               1,250,853              13       1,563,553              --              --       1,563,566
Issuance of common stock in
  connection with vineyard contract         140,000               2          69,998              --              --          70,000
Net loss for the year ended
  March 31, 2005                                 --              --              --      (3,214,810)       (216,013)     (3,430,823)
                                       ------------    ------------    ------------    ------------    ------------    ------------
Balance, March 31, 2005                  86,088,880             862       5,350,584      (3,913,632)       (215,046)      1,222,768
</TABLE>


                                      F-5
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

           Consolidated Statement of Stockholders' Equity (Continued)
                                 March 31, 2006

<TABLE>
<CAPTION>
                                              Common Stock                                             Accumulated
                                       ----------------------------      Paid in        Accumulated   Comprehensive
                                          Shares          Amount         Capital          Deficit         Income          Total
                                       ------------    ------------    ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
Issuance of common stock
  to employees as additional
  compensation                              185,000               1          27,749              --              --          27,750
Issuance of common stock to
  to Sales V.P. in accordance
  with contract                              50,000               5          21,245              --              --          21,250
Capitalization of shareholder
  loans                                          --              --       2,429,958              --              --       2,429,958
Change in comprehensive income                   --              --              --              --         529,253         529,253
Net loss for year ended
  March 31, 2006                                 --              --              --      (2,270,382)             --      (2,270,382)
                                       ------------    ------------    ------------    ------------    ------------    ------------

Balance, March 31, 2006                  86,323,880    $        868    $  7,829,536    $ (6,184,014)   $    314,207    $  1,960,597
                                       ============    ============    ============    ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements.


                                      F-6
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

                   Notes to Consolidated Financial Statements
                                 March 31, 2006


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.

            Reverse Merger

            On May 4, 2005, the stockholders of New Heights acquired 100,000,000
            shares of Atlantic Wine Agencies, Inc. common stock in an exchange
            of shares, thereby obtaining control of the Company. Consequently,
            20,000,000 shares were cancelled in 2004. Subsequent to the
            acquisition, New Heights controlled 99% of the outstanding common
            stock of the Company. In this connection, New Heights became a
            wholly owned subsidiary of Atlantic Wine Agencies, Inc. and its
            officers and directors replaced New Heights' officers and directors.
            Prior to the acquisition, Atlantic Wine Agencies, Inc. was a
            non-operating public shell corporation. Pursuant to Securities and
            Exchange Commission rules, the merger or acquisition of a private
            operating Company into a non-operating public shell corporation with
            nominal net assets is considered a capital transaction. Accordingly,
            for accounting purposes, the acquisition has been treated as an
            acquisition of New Heights by the Company and a recapitalization of
            Atlantic Wine Agencies, Inc. Since the merger is a recapitalization
            of Atlantic Wine Agencies, Inc. and not a business combination,
            pro-forma information is not presented.

            Going Concern

            As indicated in the accompanying financial statements, the Company
            has incurred cumulative net operating losses of $6,184,014 since
            inception. 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
            revenue 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 Africa Rand to be its functional
            currency. Assets and liabilities were translated into US dollars at
            the period-end exchange rates. Statement of operations amounts were
            translated using the average rate during the period. Gains and
            losses resulting from translating foreign


                                      F-7
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

                   Notes to Consolidated Financial Statements
                                 March 31, 2006


NOTE A      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Foreign Currency Translation (Continued)

            currency financial statements were accumulated in other
            comprehensive income, a separate component of stockholders' equity.

            Cash Equivalents

            For purposes of reporting cash flows, cash equivalents include
            investment instruments purchased with a 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.

            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 analyzed over the estimated useful lives
            of the improvements.

            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.


                                      F-8
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

                   Notes to Consolidated Financial Statements
                                 March 31, 2006


NOTE A      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Comprehensive Income (Loss)

            SFAS No. 130 establishes standards for the reporting and disclosure
            of comprehensive income and its components which will be presented
            in association with a company's financial statements. 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, advance
            receivable, bank overdraft, accounts payable and accrued expenses
            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 exceeded the fair value of the assets.

            Recent Accounting Pronouncements

            In December 2004, the FASB issued Statement of Financial Accounting
            Standards No. 153 (SFAS 153), "Exchanges of Non-monetary Assets."
            SFAS 153 amends the guidance in APB No. 29, "Accounting for
            Non-monetary Assets." APB No.29 was based on the principle that
            exchanges of non-monetary assets should be measured on the fair
            value of the assets exchanged. SFAS 153 amends APB No. 29 to
            eliminate the exception for non-monetary exchanges of similar
            productive assets and replaces it with a general exception for
            exchanges of non-monetary assets that do not have commercial
            substance if the future cash flows of the entity are expected to
            change significantly as a result of the exchange. SFAS 151 is
            effective for financial statements issued for fiscal years beginning
            after June 15, 2005. The adoption of SFAS 153 is not expected to
            have a material effect on the Company's financial position or
            results of operations.

            In December 2004, the FASB revised Statement of Financial Accounting
            Standards No. 123 (SFAS 123(R)), "Accounting for Stock-Based
            Compensation." The SFAS 123(R) revision established standards for
            the accounting for transactions in which an entity exchanges its
            equity instruments for goods or services and focuses primarily on
            accounting for transactions in which an entity obtains employee
            services in share-based payment transactions. It does not change the
            accounting guidance for share-based payment transactions with
            parties other than employees. For public entities that file


                                      F-9
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

                   Notes to Consolidated Financial Statements
                                 March 31, 2006


NOTE A      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Recent Accounting Pronouncements (Continued)

            as small business issuers, the revisions to SFAS 123(R) are
            effective as of the beginning of the first interim or annual
            reporting period that begins after December 15, 2005. The adoption
            of SFAS 123(R) is not expected to have a material effect on the
            Company's financial position or results of operations.

            In May 2005, the FASB issued SFAS no. 154, "Accounting Changes and
            Error Corrections ("SFAS No. 154") which replaces APB Opinion No.
            20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting
            Changes in Interim Financial Statements-An Amendment of ABP Opinion
            No. 28. SFAS No. 154 provides guidance on the accounting for and
            reporting of accounting changes and error corrections. Specially,
            this statement requires "retrospective application" of the direct
            effect for a voluntary change in accounting principle to prior
            periods' financial statements, if it is practical to do so. SFAS No.
            154 also strictly defines the term "restatement" to mean the
            correction of an error revising previously issued financial
            statements. SFAS No. 154 is effective for accounting changes and
            corrections of errors made in fiscal years beginning after December
            15, 2005 and are required to be adopted by the Company in the first
            quarter of fiscal year 2006. Management does not anticipate that
            adoption will have a material impact on our results of operations,
            financial position or cash flows.

            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

            SFAS No. 123, "Accounting for Stock-Based Compensation" prescribes
            accounting and reporting standards for all stock-based compensation
            plans, including employee stock options, restricted stock, employee
            stock purchase plans and stock appreciation rights. SFAS No. 123
            requires employee compensation expense to be recorded (1) using the
            fair value method or (2) using the intrinsic value method as
            prescribed by accounting Principles Board Opinion No. 25,
            "Accounting for Stock Issued to Employees" ("APB25") and related
            interpretations with pro forma disclosure of what net income and
            earnings per share would have been had the Company adopted the fair
            value method. The Company accounts for employee stock based
            compensation in accordance with the provisions of APB 25.

            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 has adopted Financial Accounting Statement SFAS No. 109,
            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


                                      F-10
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

                   Notes to Consolidated Financial Statements
                                 March 31, 2006


NOTE A      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Income Taxes (Continued)

            statements. The principal types of 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 amounted to
            $3,500,000 which are principally international losses which have no
            expiration date.

NOTE B      RECEIVABLE FROM OFFICER

            At March 31, 2005, the Company had advanced $48,761 to the president
            which was repaid in July 2005.

NOTE C      INVENTORY

            Inventory at March 31 is as follows:

                                          2006            2005
                                       -----------    -----------
                  Raw Materials        $    59,187    $   132,879
                  Work in process          110,440        764,759
                  Bottled wine             154,865        645,819
                                       -----------    -----------

                                       $   324,492    $ 1,543,457
                                       ===========    ===========

NOTE D      PROPERTY AND EQUIPMENT

            Property and equipment at March 31, 2005 is as follows:

                                          2006            2005       Useful Life
                                       -----------    -----------    -----------
            Land and buildings         $ 2,459,751    $ 2,303,542       45 years
            Vineyards                      234,968        208,220       40 years
            Furniture, fixtures
              and equipment                402,167        287,487  3 to 10 years
                                       -----------    -----------    -----------
                                         3,096,886      2,799,249
                Less: accumulated
                  depreciation             151,204         41,249
                                       -----------    -----------

                                       $ 2,945,682    $ 2,758,000
                                       ===========    ===========

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 the accounts
            receivable. The loan is secured by the assets of the Company and
            bears interest at 8%. The balance due at March 31, 2006 is $99,595.


                                      F-11
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

                   Notes to Consolidated Financial Statements
                                 March 31, 2006


NOTE F      LOAN FROM PRINCIPAL STOCKHOLDER

            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 a loan at March 31,
            2006. The loan is non- interest bearing and has no stated maturity
            date.

NOTE G      STOCKHOLDERS' EQUITY

            On February 14, 2005, the Company entered into a consulting
            agreement with Benjamin Mauerberger, whose brother Adam Mauerberger,
            the President of the Company, is deemed to be a related party, to
            locate a merger partner and consult on all aspects of the merger, to
            advise the Company on hiring of senior management personnel and to
            develop growth initiatives for the Company. Compensation for this
            agreement was the issuance of 4,000,000 shares of the company's
            common stock valued at $0.035 per share. On May 27, 2005, the
            Company filed a registration statement with the Securities and
            Exchange Commission to register these shares on Form S-8.
            Accordingly, stock based compensation in the amount of $140,000 was
            recognized during the year ended March 31, 2004.

            In connection with the acquisition of Dominion Wines Pty, Ltd, see
            Note I to the financial statements. 500,000 shares of the Company's
            common stock were issued and will not be returned. Accordingly,
            stock based compensation has been recorded in the amount of
            $250,000.

            In connection with employment contracts, the Company issued 135,000
            shares of its common stock valued at $0.50 per share. Accordingly,
            stock based compensation in the amount of $67,500 has been recorded.

            In connection with a vineyard contract, the Company issued 140,000
            shares of its common stock valued at $0.50 per share. Accordingly,
            stock based compensation in the amount of $70,000 has been recorded.

            In connection with the unwind of Dominion Wines (See Note I to the
            Financial Statements.), only 18,749,147 shares were returned.
            Accordingly, 1,250,853 were valued at $1.25 per share, the market
            value at date of acquisition.

            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.

            The Company issued 185,000 shares of its common stock to employees
            in anticipation of the winding down of the London office due to the
            transfer to Mount Rozier of the main profit center of the business
            supporting HBJ Wines, the Company's exclusive agent within the
            United Kingdom. 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 H      EMPLOYMENT CONTRACTS

            In March 2005, the Company entered into employment contracts with
            key employees for a one year term which can be automatically renewed
            on their anniversary dates. The total commitment to the Company
            under the agreements aggregates $217,000 plus expenses which have a
            ceiling of approximately $6,000 per month. In addition, the
            controlling stockholders gave 19,960,000 shares from their holdings
            to one employee and 1,500,000 shares to another. Accordingly, stock
            based compensation in the amount of $536,500 based upon a per share
            valuation of $0.025 per share, was recorded in the financial
            statements.


                                      F-12
<PAGE>

                          Atlantic Wine Agencies, Inc.
                                and Subsidiaries

                   Notes to Consolidated Financial Statements
                                 March 31, 2006


NOTE H      EMPLOYMENT CONTRACTS (CONTINUED)

            The employment contract with the V.P. of Sales was not renewed. The
            contract with the President and Chief Executive Officer was renewed
            at $125,000 per year.

NOTE I      TRANSACTIONS WITH DOMINION WINES PTY, LTD AND DOMINION ESTATES PTY,
            LTD

            On September 14, 2004, the Company entered into an agreement to
            acquire two Australian companies - Dominion Wines, Pty Ltd and
            Dominion Estates, Pty Ltd (hereafter referred to as "Dominion"). The
            terms of the agreement were as follows: (1) the issuance of
            20,000,000 shares of the Company's common stock, (2) retire the
            National Australian Bank loan in the amount of $2,508,962 (Aus
            $3,136,202) and (3) assume the Commonwealth Bank of Australia loan
            in the amount of $3,265,109 (Aus $4,081,387).

            Subsequent to December 31, 2004, the Company determined that such
            acquisition was not in its best interest and agreed with Dominion to
            unwind the transaction. During this period, Dominion borrowed
            approximately $3,000,000 from General Electric Credit Australia to
            replace the Commonwealth Bank of Australia loan and lent $343,611 to
            a subsidiary of the Company. In connection with the unwind, it was
            agreed that the $343,611 would not have to be repaid and was
            considered forgiven.

            The agreement to unwind the acquisition requires (1) the return of
            the 20,000,000 shares of Company common stock of which 18,749,147
            was returned, (2) the signing of a novation agreement to forgive the
            $343,611 note payable by the company's Subsidiary to Dominion, and
            (3) the issuance of a note to the Company's principal shareholder in
            the amount of $2,560,000 (Aus $3,200,000) for the retirement of the
            National Australian Bank loan. The principal stockholder received
            the note for $2,560,000 from Global Realty Development Corp.

NOTE J      CLOSING OF LONDON SALES OFFICE

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

NOTE K      RESTATEMENT

            The financial statements for the year ended March 31, 2005 have been
            restated to account for the 1,250,853 shares not returned relating
            to the acquisition of Dominion Wines. (See Note I to the Financial
            Statements.)

NOTE L      SUBSEQUENT EVENTS

            On June 6, 2006, the Company entered into an overdraft facility
            arrangement with a South African bank for R $1,000,000 or 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%.


                                      F-13
<PAGE>

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

For the fiscal year ended March 31, 2006, 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

Messrs. Adam Mauerberger and Andrew Bayley are the directors 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 Company
      ----                  ---     --------------------------------------
      Adam Mauerberger      35      Chairman; Chief Executive Officer;
                                    President; Chief Financial Officer

      Andrew Bayley         36      Director; Senior Vice President of Sales
                                    and Manufacturing

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 two directors and the Company two employees,
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, contract 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
<PAGE>

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.

                      COMPLIANCE WITH SECTION 16(a) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Not applicable.

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, 2006.

The following table sets forth information concerning all remuneration paid by
the Company as of March 31, 2006 to the Company's Directors and Executive
Officers. All of the following dollar denominations are adjusted from United
Kingdom Pounds at a rate of 1.77 USD per Pound.


                                       9
<PAGE>

Summary Compensation Table

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

*     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, 2006 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
<PAGE>

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 July 14, 2006, 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.

<TABLE>
<CAPTION>
Title of Class            Name of Beneficial Owner                   Shares of Common Stock          Percent of Class
<S>                       <C>                                        <C>                             <C>
Common                    Willowcreek International Ltd              20,000,000                      23.81%
                          Goodman's Bay Corporation Ctr
                          West Bay Street
                          Nassau, Bahamas

Common                    Adam Mauerberger(1)                        19,960,000                      23.76%

Common                    Crayson Properties Ltd                      8,442,191                       9.80%
                          Akara Bldg
                          24 De Castro Street
                          Wickams Cay, Road Town
                          Tortola, BVI

Common                    Andy Bayley                                   100,000                        .12%

Directors and Officers
as a group                                                           20,060,000                      23.88%
</TABLE>

(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
--------------      -------------------
21.1                Subsidiaries of the Company
23.1                Consent of Independent Certified Public Accountant
31.1                Section 302 Certification
32.1                Section 906 Certification


                                       11
<PAGE>

(b) Reports on Form 8-K.

On August 25, 2005 we entered into a Settlement Agreement with various parties
related to Dominion Estates Pty Ltd whereby more than 18,000,000 shares of our
common stock was returned to us and then cancelled as well as debt of the
Company aggregating more than $3,100,000 was extinguished.


                                       12
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company's fiscal year ended March 31, 2006, the estimated cost for
professional services rendered for the audit of our financial statements and the
review of the Form 10-KSB is approximately $15,000 to $20,000. We were billed
approximately $15,000 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, 2004.

Tax Fees

For the Company's fiscal year ended March 31, 2006, 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.


                                   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 14, 2006


/s/ Andrew Bayley
-----------------------
Name:  Andrew Bayley
Title: Director, Senior Vice President of Sales and Marketing
Date:  July 14, 2006


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