UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
   Form
10-KSB
    S ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934
 For the
fiscal year ended March 31, 2008
   □
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
   For the
transition period from_______to_______.
   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 incorporation or
organization)                      
(I.R.S. Employer 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.
  Title of
each class Name of each exchange on which registered
  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 S No
□
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of 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. S
  Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act: Yes □ No S
  State the
issuer’s revenues for its most recent fiscal year: $149,507.
  State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of July 14,2008, the aggregate market value of
the voting and non-voting common equity held by non-affiliates was
$834,277.
  As of May
16, 2008, there were 4,520,953 shares of common stock.
  Transitional
Small Business Disclosure Format (Check one): Yes _____; No __X___







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.





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.  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 but still intends to
sell its assets as soon as practicable.





In anticipation of the sale of our
assets, on January 11,
2008,weentered into an agreement with Sapphire
Developments Limited (“Sapphire”) and Fairhurst Properties S.A. (“Fairhurst”) to
restructure certain debt held by Sapphire (the “Debt Restructuring
Agreement”).  The Debt Restructuring Agreement was executed to address
a November 16, 2005 loan to the Company by Sapphire of One Million Two Hundred
Fifty-Nine Thousand Eight Hundred Sixty-Three U.S. Dollars (US$1,259,863) with
Five Percent (5%) interest calculated on an annualized basis pursuant a
promissory note (“Promissory Note”). As of January 11, 2008, the balance due was
One Million Three Hundred Eighty Eight Thousand Nine Hundred and Ninety Nine
U.S. Dollars (US$1,388,999). Sapphire agreed to terminate the Promissory Note
and restructure its debt in exchange for the following consideration articulated
in the Debt Restructuring Agreement:





·
            The Company agreed to pay Three
      Million Two Hundred Thousand South African Rand (R$3,200,000) to Sapphire,
      an amount approximately equal to Four Hundred Sixty-Eight Thousand and
      Ninety Two U.S. Dollars (US$468,092), in two installments.  The
      first installment of One Million Two Hundred Thousand South African Rand
      (R$1,200,000) was paid by the Company on January 11, 2008.  The
      second installment of Two Million South African Rand (R$2,000,000) was to
      be paid on or before January 31, 2008 but was extended pursuant to an
      agreement between the Company and Sapphire.·
            The Company issued 26,699,950
      restricted shares of the Company’s common stock (the “Shares”) to Sapphire
      in exchange for relief from $533,999 of the debt underlying the Promissory
      Note.


·
            The Company, Sapphire and
      Fairhurst entered into a voting agreement concurrent with the Debt
      Restructuring Agreement (“Voting Agreement”).·
            The Company issued a promissory
      note to Fairhurst for approximately $400,000 without interest to mature on
      January 11, 2009.


·
            Each of Sapphire and Fairhurst
      executed mutual releases.·
            Fairhurst will ensure that Adam
      Mauerberger remain as the Chief Executive Officer of the Company until
      such time that a material merger or share exchange occurs (“Atlantic
      Corporate Event”).


·
            19,960,000 shares of the Company’s
      common stock owned by Fairhurst (“Fairhurst Shares”) shall be transferred
      to Sapphire upon the earlier of the six-month anniversary date of the Debt
      Restructuring Agreement or the completion of an Atlantic Corporate
      Event.





On April
8, 2008, we issued a press release announcing that we had executed a letter of
intent ("Letter of Intent") with Independence Energy Corporation, a
privately held company located in Alberta, Canada (“IEC”), that set forth an
agreement in principal for Atlantic to acquire all of IEC’s issued and
outstanding common shares (“Acquisition”).







The
Acquisition was based upon securing an operating oil and gas production company
with assets consisting of 31 sections of land under direct ownership and 80
sections held under farm-in agreements with six producing gas wells together
with pipeline and infrastructure collection facilities.




In an
effort to enhance shareholder value, Atlantic’s Board of Directors sought out a
business in the energy sector which was positioned to profit from the continued
growth and strength in the price of oil as well as the emerging reliance and
appreciation in price of domestic natural gas. The Board has spent considerable
time and energy identifying potential targets and reviewing assets throughout
North America with the goal of providing substantial value and potentially
significant long term growth for the current Atlantic shareholders. IEC appeared
to be a suitable candidate as it has successfully explored and developed
reserves as well as contributed to a reliable ongoing rate of
growth.




Consideration
for the Acquisition was to consist of a share exchange agreement.  The
Letter of Intent and Acquisition is subject to the completion of due diligence,
board and shareholder approvals, the satisfaction/release of any security
interests held in IEC’s interests to be conveyed, and the execution of
definitive agreements.




In April 2008, the
Company sold a parcel of its South African Vineyard for $494,200
(R$4,000,000).  The Company as a result of the sale will recognize a
loss of approximately $31,600 on the sale.   The closing took
place in April 2008.




On May
19, 2008, the Company completed a 1-for-25 reverse capitalization without
affecting the par value or authorized number of shares.





On July
8, 2008, we terminated the share exchange agreement that we had entered with
Independence Energy Corporation f/k/a Endeavor Energy Corporation (“Endeavor”),
a privately held company located in Alberta, Canada, on May 16,
2008.





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.










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





None.






PART
II




ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





The
Company's Common Stock is traded on the OTC-Bulletin Board under the symbol
AWIN. The following sets forth the range of the closing bid prices for the
Company's Common Stock for the period January 1, 2006 through July 14, 2008.
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(1)
            Low
      Close(1)2006First
      Quarter
            
            11.25
            2.50Second
      Quarter
            
            0.5
            0.5Third
      Quarter
            
            0.5
            0.5Fourth
      Quarter
            
            0.5
            0.52007First
      Quarter
            
            0.5
            0.5Second
      Quarter
            
            0.5
            0.5Third
      Quarter
            
            0.5
            0.5Fourth
      Quarter
            
            0.5
            0.52008First
      Quarter
            
            0.5
            0.5Second
      Quarter (through 7/14/08)
            
            0.75
            0.55


(1) Prices prior to May
16, 2008 have been adjusted to reflect our 25-for-1 reverse
split




The approximate
number of holders of the Common Stock of the Company as of March 31, 2008 was
960.




No cash dividends were declared by the Company during the
fiscal year ended March 31, 2008. 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.




No shares were
available for issuance under any equity compensation plan at March 31,
2008.




ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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.















On January 11, 2008,weentered into an agreement with Sapphire
Developments Limited (“Sapphire”) and Fairhurst Properties S.A. (“Fairhurst”) to
restructure certain debt held by Sapphire (the “Debt Restructuring
Agreement”).  The Debt Restructuring Agreement was executed to address
a November 16, 2005 loan to the Company by Sapphire of One Million Two Hundred
Fifty-Nine Thousand Eight Hundred Sixty-Three U.S. Dollars (US$1,259,863) with
Five Percent (5%) interest calculated on an annualized basis pursuant a
promissory note (“Promissory Note”). As of January 11, 2008, the balance due was
One Million Three Hundred Eighty Eight Thousand Nine Hundred and Ninety Nine
U.S. Dollars (US$1,388,999). Sapphire agreed to terminate the Promissory Note
and restructure its debt in exchange for the following consideration articulated
in the Debt Restructuring Agreement:





·
            The Company agreed to pay Three
      Million Two Hundred Thousand South African Rand (R$3,200,000) to Sapphire,
      an amount approximately equal to Four Hundred Sixty-Eight Thousand and
      Ninety Two U.S. Dollars (US$468,092), in two installments.  The
      first installment of One Million Two Hundred Thousand South African Rand
      (R$1,200,000) was paid by the Company on January 11, 2008.  The
      second installment of Two Million South African Rand (R$2,000,000) was to
      be paid on or before January 31, 2008 but was extended pursuant to an
      agreement between the Company and Sapphire.·
            The Company issued 26,699,950
      restricted shares of the Company’s common stock (the “Shares”) to Sapphire
      in exchange for relief from $533,999 of the debt underlying the Promissory
      Note.


·
            The Company, Sapphire and
      Fairhurst entered into a voting agreement concurrent with the Debt
      Restructuring Agreement (“Voting Agreement”).·
            The Company issued a promissory
      note to Fairhurst for approximately $400,000 without interest to mature on
      January 11, 2009.


·
            Each of Sapphire and Fairhurst
      executed mutual releases.·
            Fairhurst will ensure that Adam
      Mauerberger remain as the Chief Executive Officer of the Company until
      such time that a material merger or share exchange occurs (“Atlantic
      Corporate Event”).


·
            19,960,000 shares of the Company’s
      common stock owned by Fairhurst (“Fairhurst Shares”) shall be transferred
      to Sapphire upon the earlier of the six-month anniversary date of the Debt
      Restructuring Agreement or the completion of an Atlantic Corporate
      Event.


Due to
uncertainty of our South African operations, including certain
national political policies that effect our business and the a
recent downgrade of our international credit rating, management has concluded
that the continued pursuit of a business strategy solely focused on world-class
wine production is not in the best interest of our shareholders.  In
making this determination management also considered the current surplus of bulk
wine persistent in our industry, currency fluctuations and the restriction of
reserve bank currency regulations.


In an
effort to cultivate an acquisition candidate, management substantially reduced
its cost of sales during the fiscal year ending March 31, 2008 as compared to
the fiscal year ending March 31, 2007.  The primary cause of this
reduction was the winding down of AWA Ltd., which resulted in
the elimination of direct sales and warehousing with the United
Kingdom.  Other factors that contributed to our reduction in cost of
sales include our outsourcing of wine production, our reduction in human
resource demands and our adoption of a “just-in-time” inventory
strategy. To
continue our marketing in the United Kingdom, the Company entered into an agency
agreement with HBJ Wines & Spirits.  As a result, the Company
continues its business as a world class wine producer but intends to sell its
current assets to key shareholders as soon as practicable and to further reduce
the Company’s debt to develop or
acquire a business or businesses which we believe will best serve the long term
interests of our shareholders. Such businesses may or may not be related to the
wine industry.
 RESULTS OF
OPERATIONS




Operating costs for the year ended March 31,
2008aggregated
$744,245or($0.01) per share as compared to $1,762,324or ($0.02) per share for the year endedMarch 31, 2007.




LIQUIDITY
AND CAPITAL RESOURCES





For the
year ended March 31, 2008, net cash used to fund operating activities aggregated
($906,425), net cash utilized by investing activities aggregated $(38,185) and
net cash provided by financing activities aggregated $784,974.





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.





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.




Subsequent
Events
  On April
8, 2008, we issued a press release announcing that we had executed a letter of
intent ("Letter of Intent") with Independence Energy Corporation, a
privately held company located in Alberta, Canada (“IEC”), that set forth an
agreement in principal for Atlantic to acquire all of IEC’s issued and
outstanding common shares (“Acquisition”).
  The
Acquisition was based upon securing an operating oil and gas production company
with assets consisting of 31 sections of land under direct ownership and 80
sections held under farm-in agreements with six producing gas wells together
with pipeline and infrastructure collection facilities.
  In an
effort to enhance shareholder value, Atlantic’s Board of Directors sought out a
business in the energy sector which was positioned to profit from the continued
growth and strength in the price of oil as well as the emerging reliance and
appreciation in price of domestic natural gas. The Board has spent considerable
time and energy identifying potential targets and reviewing assets throughout
North America with the goal of providing substantial value and potentially
significant long term growth for the current Atlantic shareholders. IEC appeared
to be a suitable candidate as it has successfully explored and developed
reserves as well as contributed to a reliable ongoing rate of
growth.
  Consideration
for the Acquisition was to consist of a share exchange agreement.  The
Letter of Intent and Acquisition is subject to the completion of due diligence,
board and shareholder approvals, the satisfaction/release of any security
interests held in IEC’s interests to be conveyed, and the execution of
definitive agreements.
  In April 2008, the
Company sold a parcel of its South African Vineyard for $494,200
(R$4,000,000).  The Company as a result of the sale will recognize a
loss of approximately $31,600 on the sale.   The closing took
place in April 2008.
  On May
19, 2008, the Company completed a 1-for-25 reverse capitalization without
affecting the par value or authorized number of shares.
 
 On July
8, 2008, we terminated the share exchange agreement that we had entered with
Independence Energy Corporation f/k/a Endeavor Energy Corporation (“Endeavor”),
a privately held company located in Alberta, Canada, on May 16,
2008.
  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.











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 thebenefits of
tax return positions in the financial statements as “more-likely-than-not” to be
sustained bythe taxing
authority. The 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 adopted the provisions of FIN 48
on January 1, 2007.  The adoption of FIN 48 did not have a material
impact on the financial position or results of operations of the
Company.
  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
expects to adopt the provisions of SFAS No. 157 and is currently evaluating the
potential impact, if any, that the adoption of SFAS No. 157 will have on its
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 hasnot determined
what impact, if any, that adoption will have on our results of operations, cash
flows or financial position.
 
 In
December 2007, the FASB issued SFAS No. 141R, Business
Combinations.  This standard establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill
acquired.  This statement also establishes disclosure requirements
which will enable users to evaluate the nature and financial effects of the
business combination.  SFAS No.141R is effective for us for
acquisitions made after November 30, 2009.  The Company is
currently evaluating the potential impact, if any, that the adoption of SFAS No.
141R will have on its consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  This standard outlines the
accounting and reporting for ownership interest in a subsidiary held by parties
other than the parent.  SFAS No. 160 is effective for the first
quarter of 2010.  The Company is currently evaluating the potential
impact, if any, that the adoption of SFAS No. 160 will have on its consolidated
financial statements.








ITEM
7. FINANCIAL STATEMENTS



































ATLANTIC
WINE AGENCIES, INC.


AND
SUBSIDIARIES





AUDITED
FINANCIAL STATEMENTS





MARCH 31,
2008



















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, 2008 and 2007 and the related consolidated
statements of operations, stockholders’ equity  and cash flows for
each of the two years in the period ended March 31, 2008. 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, 2008
and 2007 and the results of its operations and its cash flows for each of the
two years in the period ended March 31, 2008 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 $8,511,289 since inception, has negative working capital of
$2,013,073, 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.

















/s/ Meyler & Company,
LLC


Meyler & Company, LLC








Middletown,
NJ


July 11,
2008














Atlantic
Wine Agencies, Inc.


and
Subsidiaries





Consolidated
Balance Sheets








AssetsMarch 31,2008
            
            
            2007Current
      Assets:Cash
            
            $
            448
            
            
            $
            341Accounts
      receivable
            
            
            71,948
            
            
            
            37,656Inventory
            
            
            169,832
            
            
            
            144,480Prepaid
      expenses
            
            
            124
            
            
            
            13Total
      Current Assets
            
            
            242,352
            
            
            
            182,490Property
      and equipment, net of accumulated depreciationof
      $262,002 and $218,864, respectively
            
            
            2,229,649
            
            
            
            2,437,488Other
      AssetsTrademark
            
            
            1,148
            
            
            
            1,426Total
      Assets
            
            $
            2,473,149
            
            
            $
            2,621,404Liabilities
      and Stockholders’ EquityCurrent
      Liabilities:Bank
      overdraft
            
            $
            887,037
            
            
            $
            158,967Loans
      from Sapphire Development Limited
            
            
            345,940
            
            
            
            1,259,863Accounts
      payable
            
            
            126,049
            
            
            
            208,669Accrued
      expenses
            
            
            255,840
            
            
            
            332,618Loan
      payable to principal officer
            
            
            423,888
            
            
            
            135,320Advance
      payment on sale of land
            
            
            148,260Deferred
      revenue
            
            
            68,411Total
      Liabilities
            
            
            2,255,425
            
            
            
            2,095,437Stockholders’
      Equity:Common
      stock authorized 150,000,000shares;
      $0.00001 par value; issued andoutstanding  113,023,830
      and 86,323,880 shares atMarch
      31, 2008 and 2007, respectively
            
            
            1,135
            
            
            
            868Paid-in
      capital
            
            
            8,363,268
            
            
            
            7,829,536Accumulated
      deficit
            
            
            (8,511,289
            )
            
            
            (7,749,230
            )Accumulated
      other comprehensive income
            
            
            364,610
            
            
            
            444,793Total
      Stockholders’ Equity
            
            
            217,724
            
            
            
            525,967$
            2,473,149
            
            
            $
            2,621,404







See
accompanying notes to financial statements.







Atlantic
Wine Agencies, Inc.


and
Subsidiaries





Consolidated
Statements of Operations











For the Year Ended March
31,2008
            
            
            2007Net
      Sales
            
            $
            149,507
            
            
            $
            196,920Costs
      and ExpensesCost
      of sales
            
            
            49,242
            
            
            
            1,064,084Selling,
      general and administrative
            
            
            620,216
            
            
            
            599,833Depreciation
      and amortization
            
            
            74,787
            
            
            
            98,407Total
      Costs and Expenses
            
            
            744,245
            
            
            
            1,762,324Net
      Operating loss
            
            
            (594,738
            )
            
            
            (1,565,404
            )Other
      Income (Expense):Gain
      on sale of assets
            
            
            
            
            
            
            17,664Rent
      received
            
            
            20,143Interest
      income
            
            
            200Miscellaneous
      income
            
            
            60,017Interest
      expense
            
            
            (247,681
            )
            
            
            (17,476
            )Total
      Other Income (Expense)
            
            
            (167,321
            )
            
            
            188Net
      Loss
            
            $
            (762,059
            )
            
            $
            (1,565,216
            )Net
      Loss Per Common  Share (Basic and Diluted)
            
            $
            (0.01
            )
            
            $
            (0.02
            )Weighted
      Average Common Shares Outstanding
            
            
            92,159,935
            
            
            
            86,323,880



























































See
accompanying notes to financial statements.







Atlantic
Wine Agencies, Inc.


and
Subsidiaries





Consolidated
Statements of Cash Flows











For the Years Ended March
    31,2008
            
            
            2007Cash
      Flows From Operating Activities:Net
      loss
            
            $
            (762,059
            )
            
            $
            (1,565,216
            )Adjustments
      to reconcile net loss tocash
      flows used in operating activities:Gain
      on sale of assets
            
            
            
            
            
            
            17,664Depreciation
      and amortization
            
            
            74,787
            
            
            
            98,407Decrease
      (increase) in accounts receivable
            
            
            (34,292
            )
            
            
            469,409Decrease
      (increase) in inventory
            
            
            (25,352
            )
            
            
            180,012Decrease
      (increase) in prepaid expenses
            
            
            (111
            )
            
            
            9,129(Decrease)
      in accrued payroll taxes
            
            
            
            
            
            
            (25,926
            )(Decrease)
      in accounts payable
            
            
            (82,620
            )
            
            
            (90,335
            )(Decrease)
      increase in accrued expenses
            
            
            (76,778
            )
            
            
            111,651Net
      Cash Flows Used in Operating Activities
            
            
            (906,425
            )
            
            
            (795,205
            )Cash
      Flows From Investing Activities:Disposal
      of property and equipment
            
            
            
            
            
            
            8,400Cash
      paid for property and equipment
            
            
            (38,185
            )
            
            
            (3,020
            )Net
      Cash Flows Used in Investing Activities
            
            
            (38,185
            )
            
            
            5,380Cash
      Flows From Financing Activities:Borrowings
      under bank overdraft facilities
            
            
            728,070
            
            
            
            158,967Advance
      payment on sale of land
            
            
            148,260Repayment
      of  Factoring Agent loan
            
            
            
            
            
            
            (99,595
            )Loans
      from (repayments) Sapphire Development Limited, net
            
            
            20,076Loan
      payable (repayments) to principal officer
            
            
            (111,432
            )
            
            
            135,320Net
      Cash Flows Provided by Financing Activities
            
            
            784,974
            
            
            
            194,692Effect
      of Exchange Rate Changes on Cash
            
            
            159,743
            
            
            
            517,329Increase
      (decrease)  in cash
            
            
            107
            
            
            
            (77,804
            )Cash,
      Beginning of Period
            
            
            341
            
            
            
            78,145Cash,
      End of Period
            
            $
            448
            
            
            $
            341Supplemental
      Cash Flow Information:Cash
      paid for interest
            
            $
            247,681
            
            
            $
            17,476Non-cash
      activities:Issuance
      of stock in payment of debt
            
            
            533,999Increase
      in deferred revenue for plant and equipmentacquisition
            
            
            68,411

















See
accompanying notes to financial statements.







Atlantic
Wine Agencies, Inc.


and
Subsidiaries





Consolidated
Statement of Stockholders’ Equity


March 31,
2008








AccumulatedOtherCommon Stock
            
            
            Paid
      in
            
            
            Accumulated
            
            
            ComprehensiveShares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            Income (Loss)
            
            
            TotalBalance,
      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
            
            
            
            525,967Issuance
      of common stock at$0.02
      per share to reducerelated
      party debt
            
            
            26,699,950
            
            
            
            267
            
            
            
            533,732
            
            
            
            
            
            
            
            
            
            
            
            533,999Net
      loss for the year endedMarch
      31, 2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (762,059
            )
            
            
            
            
            
            
            (762,059
            )Translation
      adjustment
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (80,183
            )
            
            
            (80,183
            )Balance,
      March 31, 2008
            
            
            113,023,830
            
            
            $
            1,135
            
            
            $
            8,363,268
            
            
            $
            (8,511,289
            )
            
            $
            364,610
            
            
            $
            217,724




























































































See
accompanying notes to financial statements.







Atlantic
Wine Agencies, Inc.


and
Subsidiaries





Notes to
Consolidated Financial Statements


March 31,
2008








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 $8,511,289 since inception and has negative
working capital of $2,013,073. 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. The Company is also seeking a viable merger
candidate.  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, 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.











Atlantic
Wine Agencies, Inc.


and
Subsidiaries





Notes to
Consolidated Financial Statements


March 31,
2008








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, 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








Atlantic
Wine Agencies, Inc.
 and
Subsidiaries
  Notes
to Consolidated Financial Statements


March 31,
2008








NOTE
      A
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)





Impairment of Long-Lived
Assets (Continued)





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 exceeds the
fair value of the assets.





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 accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes”.  Under
the asset and liability method of Statement 109, deferred tax assets and
liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates in effect for the year in which those temporary differences are
expected to be recovered or settled.














Atlantic
Wine Agencies, Inc.
 and
Subsidiaries




Notes to
Consolidated Financial Statements


March 31,
2008








NOTE
      A
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)





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 thebenefits of
tax return positions in the financial statements as “more-likely-than-not” to be
sustained bythe taxing
authority. The 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 adopted the provisions of FIN 48
on January 1, 2007.  The adoption of FIN 48 did not have a material
impact on the financial position or results of operations of the
Company.






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
expects to adopt the provisions of SFAS No. 157 and is currently evaluating the
potential impact, if any, that the adoption of SFAS No. 157 will have on its
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 hasnot determined
what impact, if any, that adoption will have on our results of operations, cash
flows or financial position.





In
December 2007, the FASB issued SFAS No. 141R, Business
Combinations.  This standard establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill
acquired.  This statement also establishes disclosure requirements
which will enable users to evaluate the nature and financial effects of the
business combination.  SFAS No.141R is effective for us for
acquisitions made after November 30, 2009.  The Company is
currently evaluating the potential impact, if any, that the adoption of SFAS No.
141R will have on its consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  This standard outlines the
accounting and reporting for ownership interest in a subsidiary held by parties
other than the parent.  SFAS No. 160 is effective for the first
quarter of 2010.  The Company is currently evaluating the potential
impact, if any, that the adoption of SFAS No. 160 will have on its consolidated
financial statements.











Atlantic
Wine Agencies, Inc.
 and
Subsidiaries


Notes to
Consolidated Financial Statements


March 31,
2008








NOTE
      B
            INVENTORY





Inventory
at March 31, is as follows:


2008
            
            
            2007Work
      in process
            
            $
            17,421Bottled
      wine
            
            
            152,411
            
            
            $
            144,480$
            169,832
            
            
            $
            144,480





NOTE
      C
            PROPERTY
      AND EQUIPMENT





Property
and equipment at March 31, is as follows:


2008
            
            
            2007
            
            Useful LifeLand
      and buildings
            
            $
            1,883,821
            
            
            $
            2,081,536
            
            45
      yearsVineyards
            
            
            178,536
            
            
            
            198,839
            
            40
      yearsFurniture,
      fixtures and equipment
            
            
            429,294
            
            
            
            375,977
            
            3
      to 10 years2,491,651
            
            
            
            2,656,352Less:
      accumulated depreciation
            
            
            262,002
            
            
            
            218,864$
            2,229,649
            
            
            $
            2,437,488





NOTE
      D
            LOAN
      FROM SAPPHIRE DEVELOPMENT LIMITED





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 was
recorded as an outstanding loan as of  March 31, 2007.





On
January 11, 2008, the Company restructured the debt.  The
restructuring called for an adjustment for interest bringing the loan balance to
$1,428,199.  Simultaneously, on January 11, 2008, the Company paid
$148,260 on the loan, converted $533,999 of debt to 26,699,950 shares of its
common stock at $0.02 per share, and transferred $400,000 of the debt to
Fairhurst Properties S.A., an entity owned by the Chief Executive Officer and
Director of the Company.  Fairhurst Properties S.A. also agreed to
transfer to Sapphire Development Limited 19,960,000 shares of the Company stock
owned by Fairhurst Properties S.A. to Sapphire Development Limited upon the
earlier of the six-month anniversary date of the agreement or the completion of
an Atlantic Wine Agencies, Inc. corporate event.  The balance of the
loan outstanding at March 31, 2008 was $345,940 which was paid in April
2008.





NOTE
      E
            OVERDRAFT
      FACILITY





On June
6, 2006, the Company’s subsidiary, Mount Rozier Estates, 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
12.5%.  On April 17, 2007, the Company’s subsidiary, Mount Rozier
Properties, entered into an overdraft facility arrangement with ABSA, a South
African Bank, for R$7,000,000 (U.S. $875,000).  The loan is secured by
the assets of the South African vineyard and property and bear interest at the
South African prime rate of 12.5% per annum.  At March 31, 2008, the
outstanding balance of these overdraft facilities aggregated
$887,037.











Atlantic
Wine Agencies, Inc.


and
Subsidiaries





Notes to
Consolidated Financial Statements


March 31,
2008








NOTE
F   STOCKHOLDERS’ EQUITY





On
January 11, 2008, the Company issued 26,699,950 shares of its common stock to
Sapphire Developments Limited at $0.02 per share or $533,999 in cancellation of
debt to them.





NOTE
G    EMPLOYMENT CONTRACTS




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”.




For the year ending March 31, 2008 the Company paid
Mr. Mauerberger $62,500.  Mr. Mauerberger agreed to waive any additional
compensation for the ended March 31, 2008





NOTE
H   INCOME TAXES





At March
31, 2008, the Company had an unused net operating loss carryforward of
approximately $8,500,000 for income tax purposes, which expires at various
limitations imposed by the rules and regulations of various statutory
agencies.  This net operating loss carryforward may result in future
income tax benefits of approximately $2,500,000, however, because realization is
uncertain at this time, a valuation reserve in the same amount has been
established.  Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes.





The
Company’s effective tax rate of 0% for the years ended March 31, 2008 and 2007
was different from the statutory rate of 30% due to the valuation
allowance.





Significant
components of the Company’s deferred tax liabilities and assets as of March 31,
2008 and 2007 are as follows:





For the Years Ended
March 31,


2008                
           2007





Deferred
tax
liabilities                                                 $                -                         $                -





Net
operating loss
carryforwards                             $
2,500,000                         $
2,340,000


Valuation
allowance for deferred tax
assets           (2,500,000)                     
(2,340,000)


Deferred
tax
asset                                                       
$                -                         $                -





NOTE
      I
            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.





At
various dates during the year ending March 31, 2008, the principal officer took
advances aggregating $111,432 and assumed $400,000 of the debt from Sapphire
Development Limited.  (See Note D to the Financial
Statements.)  The balance of the loan at March 31, 2008 was
$423,888.




















Atlantic
Wine Agencies, Inc.
 and
Subsidiaries


March 31,
2008








NOTE
      J
            SUBSEQUENT
      EVENTS





On July
8, 2008, the Company terminated a share exchange agreement it had entered with
Independence Energy corporation, a privately held company located in Alberta,
Canada on May 16, 2008.





On May
16, 2008, the Company had a reverse stock split of 25 to 1.




In April
2008, the Company sold a parcel of its South African Vineyard for $494,200
(R$4,000,000).  The Company as a result of the sale will recognize a
loss of approximately $31,600 on the sale.   The closing took
place in April 2008.



































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





None.





Item
8A Controls and Procedures





Evaluation
of Disclosure Controls and Procedures


We maintain "disclosure controls and
procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to
ensure that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating our disclosure controls and procedures,
management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the disclosure controls and procedures are met.
Additionally, in designing disclosure controls and procedures, our management
was required to apply its judgment in evaluating the cost-benefit relationship
of possible disclosure controls and procedures. The design of any disclosure
controls and procedures also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions.
  As of March 31, 2008, we carried out an evaluation, under the
supervision and with the participation of Adam Mauerberger, our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective in ensuring that information
required to be disclosed by us in our periodic reports is recorded, processed,
summarized and reported, within the time periods specified for each report and
that such information is accumulated and communicated to our management,
including our principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
  Management
is responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is under the
supervision of the Company’s principal executive and principal financial officer
and attempts to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP to provide reasonable assurances
that:
  -
              Maintenance
      of records is in reasonable detail and accurately and fairly reflect our
      transactions and dispositions of our
assets;
  -
              Transactions
      are recorded as necessary to permit preparation of our financial
      statements in accordance with GAAP, and that receipts and expenditures are
      being made only in accordance with authorizations of our management and
      directors; and
  -
              The
      Company can detect on a timely basis any unauthorized acquisition, use or
      disposition of our assets that could have a material effect on the
      financial statement.
  Under the
supervision and with the participation of our management, including our
President, Chief Executive Officer, Chief Financial Officer and financial
consultant, we conducted an assessment of the effectiveness of our internal
control over financial reporting based on criteria publicly available in
“Internal Control-Integrated Framework Executive Summary” issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), as of
December 31, 2007.
  A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of annual or interim financial statements will not be prevented or
detected. In connection with the assessment described above, management
identified the following control deficiencies that represent material weaknesses
at March 31, 2008:
  -
              Due
      to the Company’s limited resources, the Company has insufficient personnel
      resources and technical accounting and reporting expertise to properly
      address all of the accounting matters inherent in the Company’s financial
      transactions. The Company relies on its bookkeeper to enter all of the
      Company’s financial transactions in the Company’s books and accounts, and
      a separate outside accountant to prepare its quarterly financial
      statements. Additionally, the Company does not have a formal audit
      committee, and the Board does not have a financial expert, thus the
      Company lacks the board oversight role within the financial reporting
      process.
  -
              The
      Company’s small size and “one-person” office prohibits the segregation of
      duties and the timely review of accounts payable, expense reporting and
      inventory management and banking
information.
  As a
result of these material weaknesses described above, management has concluded
that, as of March 31, 2008, our internal control over financial reporting was
not effective based on the publicly available criteria in “Internal
Control-Integrated Framework” issued by COSO.
  Our
President, Chief Executive Officer, Chief Financial Officer and financial
consultant are in the process of determining how best to change our current
system and implement a more effective system of controls, procedures to insure
that information required to be disclosed in this annual report on Form 10-KSB
has been recorded, processed, summarized and reported accurately. Our management
acknowledges the existence of this problem, and intends to developed procedures
to address them to the extent possible given limitations in financial and
manpower resources. However, since inception, the Company has experienced cash
flow problems and as a result has not had the resources to address fully the
certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
While management is working on a plan, no assurance can be made at this point
that the implementation of such controls and procedures will be completed in a
timely manner or that they will be adequate once implemented. Failure to develop
adequate internal control and hiring of qualified accounting personnel may
result in a “material weakness” in the Company’s internal control relating to
the above activities.
  This
evaluation does not include an attestation report of our independent registered
public accounting firm regarding internal control over financial reporting.
Management’s evaluation was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this annual
report.




Changes
in Internal Controls.
  During
the twelve months ended March 31, 2008, there were no changes in our internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.




Item
8A(T).  Controls and Procedures


The contents of Item 8(A)
Controls and Proceedures are hereby incorporated by reference into this Item
8A(T) Controls and Proceedures.


Item
8B.  Other Information





None











PART
III




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





OFFICERS
AND DIRECTORS





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








Name                                 Age                       Positions and
Offices With The Company




Adam
Mauerberger                     38                                      
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 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,
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.




Audit
Committee
  As the
Company is relatively small and a developmental company, we have neither an
audit committee of the Board of Directors nor an “audit committee financial
expert”, as such term is defined under the Securities Exchange Act. We believe
that the members of our Board of Directors are collectively capable of analyzing
and evaluating our financial statements and understanding our internal controls
and procedures, including those pertaining to financial reporting. In addition,
we believe that retaining an independent Director who would qualify as an “audit
committee financial expert” would be overly costly and burdensome and is not
warranted in light of our current size.
  Code
of Ethics
  Our Board
of Directors adopted a code of business conduct and ethics policy, the “Code of
Ethics”. The Code of Ethics allows us to focus our Board of Directors and each
Director and officer on areas of ethical risk, provide guidance to Directors to
help them recognize and deal with ethical issues, provide mechanisms to report
unethical conduct and help foster a culture of honesty and
accountability.
  Section
16(a) Beneficial Ownership Reporting Compliance
  Section
16(a) of the Exchange Act requires our directors, officers (including a person
performing a principal policy-making function) and persons who own more than 10%
of a registered class of our equity securities to file with the Commission
initial reports of ownership and reports of changes in ownership of our common
stock and other equity securities of ours. Directors, officers and 10% holders
are required by Commission regulations to send us copies of all of the Section
16(a) reports they file. Based solely upon a review of the copies of the forms
sent to us and the representations made by the reporting persons to us, we
believe that during the fiscal year ended March 31, 2008, our directors,
officers and 10% holders complied with the filing requirements under Section
16(a) of the Exchange Act.


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,
2008.




The following table sets forth
information concerning all remuneration paid by the Company as ofMarch 31, 2008 tothe Company's Directorsand Executive Officers.






Summary Compensation
Table











Long-Term
              Compensation
              AwardsName and Principal
      Position
            
            Year
            
            Salary
            Bonus
            
            Securities
              Underlying
              Options
      (#) /SARS
            
            All
      Other
              CompensationAdam Mauerberger – CEO, President
      and CFO
            
            2005
            
            
            95,580*
            
            0
            
            0
            
            02006
            
            
            125,000*2007
            
            
            62,500*


*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, 2008, no fees were paid to our
Director.





Employment
Contracts





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





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, 2008, 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
            Sapphire
      Developments Ltd
              60
      Market Square, P.O. Box 364 Belize City, Belize
            26,699,950
            
            23.62%Common
            Willowcreek
      International Ltd
              Goodman’s
      Bay Corporation Ctr
              West
      Bay Street
              Nassau,
      Bahamas
            20,000,000
            
            17.70%Common
            Adam
      Mauerberger1
            19,960,000
            
            17.66%Common
            Crayson
      Properties Ltd
              Akara
      Bldg
              24
      De Castro Street
              Wickams
      Cay, Road Town
              Tortola,
      BVI
            8,442,191
            
            7.47%Common
            Andy
      Bayley
            100,000
            
            .12%Directors
      and Officers as a group
            
            20,060,000
            
            17.75%





1Mr.
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




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 was
recorded as an outstanding loan as of  March 31,
2007.


On
January 11, 2008, the Company restructured the debt.  The
restructuring called for an adjustment for interest bringing the loan balance to
$1,428,199.  Simultaneously, on January 11, 2008, the Company paid
$148,260 on the loan, converted $533,999 of debt to 26,699,950 shares of its
common stock at $0.02 per share, and transferred $400,000 of the debt to
Fairhurst Properties S.A., an entity owned by the Chief Executive Officer and
Director of the Company.  Fairhurst Properties S.A. also agreed to
transfer to Sapphire Development Limited 19,960,000 shares of the Company stock
owned by Fairhurst Properties S.A. to Sapphire Development Limited upon the
earlier of the six-month anniversary date of the agreement or the completion of
an Atlantic Wine Agencies, Inc. corporate event.  The balance of the
loan outstanding at March 31, 2008 was $345,940 which was paid in April
2008.





ITEM
13. EXHIBITS




(a) Exhibits.




Exhibit
Number Exhibit Description





16.1 8-K
Announcing Debt Restructuring Agreement filed on January 15, 2008*


16.2 8-K
Announcing Letter of Intent with Independence Energy Corporation f/k/a Endeavor
Energy Corp.*


16.3 8-K
Announcing Termination of Share Exchange Agreement with Independence Energy
Corporation f/k/a Endeavor Energy Corp.*


21.1
Subsidiaries of the Company
 31.1
Section 302 Certification
 32.1
Section 906 Certification


*Previously
filed and incorporated by reference herein.




(b)
      Reports on Form 8-K.





On
January 15, 2008, we filed a current report on Form 8-K disclosing that we
entered into the Debt Restructuring Agreement with Sapphire and
Fairhurst.





On April
8, 2008, we filed a current report on Form 8-K disclosing that we issued a press
release announcing the execution of a letter of intent ("Letter of Intent")
with Independence Energy Corporation f/k/a Endeavor Energy
Corporation.





On July
8, 2008, we filed a current report on Form 8-K disclosing that we terminated a
share exchange agreement with Independence Energy Corporation f/k/a Endeavor
Energy Corporation.











ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES





Audit
Fees





For the Company's fiscal year endedMarch 31, 2008,the estimated cost forprofessional services rendered for the
audit of our financial statementsand the review of the Form 10-KSB is
approximately $27,500.We were billed approximately
$27,500forprofessional services rendered for thereview of financial
statements included in our periodic and other reports filed with the Securities
and Exchange Commission for our year endedMarch 31, 2008.




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





Forthe Company's fiscal year endedMarch 31, 2008,the Company incurred no costsfor professional services
rendered for tax compliance, tax advice, and tax planning.




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




For the Company's fiscal year ended
March 31, 2008, the Company incurredfeesequal to approximately$15,000for the three quarterly reports on Form
10-QSB.


For the Company's fiscal year ended March 31, 2007, 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, 2008