**UNITED
      STATES** ****


**SECURITIES
      AND EXCHANGE COMMISSION** ****


Washington,
      D.C. 20549




**FORM
      10-KSB**




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


**SECURITIES
      EXCHANGE ACT OF 1934**


For
      the
      fiscal year ended December 31, 2005


OR


**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**




*Commission
      File number 0-50092*




**360
      GLOBAL WINE COMPANY**


(Name
      of
      Small Business Issuer in Its Charter)






NEVADA
            
            93-0231440(State
                or other jurisdiction of incorporation or
                organization)
            
            (I.R.S.
                employer identification
                number)One
                Kirkland Ranch RoadNapa,
                CA
            
            94558(Address
                of principal executive
                offices)
            
            (Zip
                Code)




Issuer's
      telephone number, including area code: (707) 254-9100





Securities
      registered under Section 12(b) of the Exchange Act: None




Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par
      value




(Title
      of
      class)




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


Yes x No o




Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B is not 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 x




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such filing requirements for the past 90 days. Yes x No o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):


Large accelerated filer o Accelerated filer o Non-accelerated filer x




Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act). Yes o No x




Issuer's
      revenues for its most recent fiscal year: $12,649,028




Aggregate
      market value of the 266,477 shares, on a post-split basis, of voting stock
      held
      by non-affiliates of the Issuer based upon the closing bid price of such stock
      as of December 30, 2005: $1,079,110




Number
      of
      shares of Common Stock outstanding at December 31, 2005: 670,583 on an adjusted,
      post-split basis




DOCUMENTS
      INCORPORATED BY REFERENCE: None




Transitional
      Small Business Disclosure Format:  Yes o No x







TABLE
      OF
      CONTENTS


Page


PART
                  IItem
                  1.
              Description
                  of Business
              1Item
                  2.
              Description
                  of Property
              12Item
                  3.
              Legal
                  Proceedings
              12Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              15PART
                  IIItem
                  5.
              Market
                  for Common Equity and Related Stockholder Matters
              16Item
                  6.
              Management's
                  Discussion and Analysis or Plan of Operation
              17Item
                  7.
              Financial
                  Statements
              31Item
                  8.
              Changes
                  In and Disagreements With Accountants on Accounting and FinancialDisclosure
              55Item
                  8A.
              Controls
                  and Procedures
              55Item
                  8B.
              Other
                  Information
              56PART
                  IIIItem
                  9.
              Directors,
                  Executive Officers, Promoters and Control Persons; Compliance with
                  Section
                  16(a) of the Exchange Act
              57Item
                  10.
              Executive
                  Compensation
              59Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners, and Management and Related
                  Stockholder Matters
              61Item
                  12.
              Certain
                  Relationships and Related Transactions
              62Item
                  13.
              Exhibits
              62Item
                  14.
              Principal
                  Accountants Fees and Services
              68Signatures
              66









**PART
      I.**





**CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING INFORMATION**





Under
      the
      Private Securities Litigation Reform Act of 1995, companies are provided with
      a
“safe harbor” for making forward-looking statements about the potential risks
      and rewards of their strategies. Some of the statements contained in this Annual
      Report on Form 10-KSB are forward-looking statements about 360 Global Wine
      Company ("we," "us" "360" or the “Company”), including but not limited to those
      specifically identified as such, that involve risks and uncertainties. The
      statements contained in the Report on Form 10-KSB that are not purely historical
      are forward looking statements within the meaning of Section 27A of the
      Securities Act and Section 21E of the Exchange Act, including, without
      limitation, statements regarding our expectations, beliefs, intentions or
      strategies regarding the future. In some cases, you can identify forward-looking
      statements by terminology such as "may," "will," "should," "expects," "plans,"
      "anticipates," "believes," "estimates," "predicts," "potential" or "continue"
      or
      the negative of these terms or other comparable terminology.




Our
      ability to achieve our goals depends on many known and unknown risks and
      uncertainties, including risks and uncertainties specific to our Company, our
      industry, and changes in general economic and business conditions. These factors
      could cause our actual performance and results to differ materially from those
      described or implied in forward-looking statements. Although we believe that
      the
      expectations reflected in the forward-looking statements are reasonable, we
      cannot guarantee future results, levels of activity, performance or
      achievements. Moreover, neither we nor any other person can assume
      responsibility for the accuracy and completeness of such statements.




All
      forward-looking statements included in this Report on Form 10-KSB are based
      on
      information available to us on the date hereof, and we assume no obligation
      to
      update any such forward-looking statements, beyond those obligations required
      by
      law.




Important
      factors that may cause actual results to differ from expectations include those
      discussed in "Factors Affecting Future Operating Results" beginning on page
      26
      in this document. We were incorporated under the laws of the State of Nevada
      on
      October 8, 2002. Our principal executive offices are located at One Kirkland
      Ranch Road, Napa California and our telephone number at that location is (707)
      254-9100.




**ITEM
      1. DESCRIPTION OF BUSINESS.**




**Introduction**




Corporate
      History




360
      Global Wine Company (the “Company”) is a small, diversified marketer of beverage
      alcohol brands in the wine category. The Company believes that there is an
      abundance of small and mid-sized wineries which lack effective sales, marketing,
      and branding strength, creating an opportunity to consolidate wineries and
      build
      an efficient operation. If successful, such an operation could maximize
      economies of scale, increase utilization of production assets, and provide
      a
      more streamlined and effective sales, marketing, and distribution group. The
      Company believes that by adopting and applying consumer beverage marketing
      principles within the wine industry, it can further enhance operating results,
      creating a competitive advantage amongst small and mid-sized
      wineries.




The
      Company is a Nevada corporation, incorporated on October 8, 2002. The Company
      and its subsidiaries have approximately 165 employees in the United States
      and
      the corporate headquarters are located in Napa, California.




The
      Company has grown predominantly through acquisitions. The
      Company has recently integrated two major acquisitions that have broadened
      its
      portfolio and increased its market share, net sales, and operating income.Through
      these acquisitions, the Company believes that it has become more competitive
      by:
      diversifying its product offering; developing strong market positions in the
      wine category; strengthening its relationships with wholesalers and retailers; expanding its distribution
      and enhancing its
      production capabilities; and acquiring additional management, operational,
      marketing, and research and development expertise.









In
      January, 2006 the Company acquired beneficial ownership of certain shares of
      common stock of First Montauk Financial Corporation, which gives the Company
      beneficial ownership of approximately 18.7% of First Montauk’s common stock.




In
      July,
      2005, the Company purchased Viansa Winery, a California limited partnership,
      and
      La Fontana di Viansa, LLC, a California limited liability company, and thereby
      acquired Viansa Winery and Italian Marketplace, located in the Sonoma Valley
      of
      California. Upon the transaction's completion, effective at the close of
      business on July 7, 2005, the Company changed the name of the acquired entities
      to 360 Viansa, LLC. Viansa currently produces over 50,000 cases of wine
      annually, with a selection that includes 12 different Italian varietals and
      11
      California varietals. Currently, Viansa sells its wine directly to the consumer.
      Viansa is a major competitor in the Direct to Consumer lifestyle business,
      and
      engages in the catalog, e-commerce and wine club business, primarily building
      its database through customer purchases at its winery and via its website.




In
      June,
      2005, the Company purchased 136.58 acres of land in Burnet, Texas from Charles
      Trios, Trustee for Wynthrop Barrington Inc. The property, located in the heart
      of Texas wine country near the LBJ resort communities of Horseshoe Bay and
      Marble Falls, currently includes approximately 30,000 square feet of office,
      warehouse, and mixed-use space. The property recently appraised for
      approximately $6,000,000 and includes approximately $9,000,000 of finished
      and
      unfinished granite products.




In
      April,
      2004, the Company acquired 50% of Kirkland Knightsbridge, LLC, a California
      limited liability company ("KKLLC"), pursuant to a Capital Stock Contribution
      Agreement, by and among Kirkland Ranch, LLC, a California limited liability
      company, KKLLC, the Company, and Mr. Larry Kirkland.




In
      August, 2003, we completed a reverse acquisition of Tech-net Communications,
      Inc., a Nevada corporation, incorporated on May 15, 2000. Following the reverse
      acquisition, we changed the name of Tech-net Communications, Inc. to
“Knightsbridge Fine Wines, Inc.” Effective February 15, 2005, we changed our
      name from Knightsbridge Fine Wines, Inc. to 360 Global Wine Company. 360 Global
      Wine Company is now the parent company to our operating
      subsidiaries.




For
      more
      information about these transactions, see “Management’s Discussion and Analysis
      of Financial Condition and Results of Operations” in Item 7 of this Annual
      Report on Form 10-KSB.




Subsidiaries




The
      following table highlights the subsidiaries currently held within the
      consolidated results described in this Annual Report n Form 10-KSB.




Name
                  of Subsidiary
              
              Percent
                  Owned360
                  Global Wine Company (parent)
              
              100%360
                  Viansa LLC
              
              100%Dominion
                  Wines International Ltd.
              
              56%KFWBA
                  Acquisition Corporation
              
              100%KKLLC
              
              50%Knightsbridge
                  Torrique
              
              100%









Summary
      Financials




**Summary
                Results of Operations (Inception - 2005)****(in
                thousands, except share and per share data)**2002
            
            2003
            
            2004
            
            2005*Subsidiary:*360
                Global Wine Company
            
            
            100
            %
            $
            -
            
            $
            670
            
            $
            941
            
            $
            512Bodegas
                Y Viñedos Anguinan
            
            
            
            
            20
            
            
            -
            
            
            -Dominion
                Wines, Ltd.
            
            
            56
            %
            
            -
            
            
            -
            
            
            -
            
            
            -KFWBA
                Acquisition Corp
            
            
            100
            %
            
            -
            
            
            -
            
            
            -
            
            
            -KKLLC
            
            
            50
            %
            
            -
            
            
            -
            
            
            1,927
            
            
            2,550Knightsbridge
                Torrique
            
            
            100
            %
            
            -
            
            
            -
            
            
            -
            
            
            -Viansa
            
            
            100
            %
            
            -
            
            
            -
            
            
            -
            
            
            9,587Consolidated
                Revenues, Net
            
            
            
            
            
            -
            
            
            690
            
            
            2,868
            
            
            12,649-Cost
                of goods sold
            
            
            
            
            
            -
            
            
            187
            
            
            2,558
            
            
            9,017Sales
                & marketing expense
            
            
            
            
            
            -
            
            
            1,130
            
            
            1,890
            
            
            3,756General
                & administrative expense
            
            35
            
            
            1,020
            
            
            4,208
            
            
            5,734Stock
                compensation expense
            
            
            
            
            
            -
            
            
            2,974
            
            
            1,939
            
            
            3,737Loss
                on divestment of subsidiary
            
            -
            
            
            -
            
            
            2,621
            
            
            -Total
                expense
            
            
            
            
            
            35
            
            
            5,311
            
            
            13,216
            
            
            22,244Loss
                from operations
            
            
            
            
            
            (35
            )
            
            (4,622
            )
            
            (10,348
            )
            
            (9,595
            )Interest
                and other income (expense)
            
            (2
            )
            
            (434
            )
            
            (3,733
            )
            
            (9,310
            )Minority
                interest in consolidated loss
            
            
            
            
            14
            
            
            880
            
            
            2,723Net
                loss
            
            
            
            
            
            (37
            )
            
            (5,041
            )
            
            (13,201
            )
            
            (16,182
            )Net
                loss per share:Basic
                and diluted
            
            
            
            
            $
            (0.31
            )
            $
            (30.98
            )
            $
            (53.26
            )
            $
            (56.53
            )Weighted
                average shares outstanding:Basic
                and diluted
            
            
            
            
            
            118,034
            
            
            162,737
            
            
            247,873
            
            
            286,261




**Reverse
      Stock Split**




During
      October, 2005, the Board of Directors of the Company approved a 1-for-150
      reverse stock split of the Company’s common stock, subject to the approval of
      the holders of a majority of the Company's common stock, which split became
      effective on February 28, 2006. The reverse split provided for the conversion
      of
      each 150 shares of common stock into one share of common stock, rounded up
      to
      the nearest whole share. Further, for those stockholders who, solely as a result
      of the reverse split, would own less than 100 shares of common stock, the
      holdings of such stockholders were rounded up to a round lot of 100
      shares. **** Share
      and
      per share amounts have been retroactively restated to give effect to the reverse
      stock split.




**Stock
      Symbol Change**




In
      conjunction with the February 28, 2006, reverse stock split, the Company stopped
      trading under the symbol “TGWC”, and began trading under the symbol “TSIX” on
      the OTC Bulletin Board.









Issuance
      of “Preferred
      Stock”




During
      October, 2005, the Board of Directors of the Company approved the creation
      of a
“Preferred” Class of stock and authorizing the issuance of 50,000,000 shares
      with a par value of $0.001, subject to the approval of the holders of a majority
      of the Company's common stock, which class of Preferred Stock became fully
      authorized in February, 2006.




**Business
      Segments**




The
      Company does not segment its business internally beyond the reporting of
      consolidated and subsidiary financial performance.




**Growth
      Strategy**




The
      Company strategy is to grow through a combination of internal initiatives and
      acquisitions.




Internal
      Growth Initiatives




The
      Company’s internal growth will be driven by leveraging the Company’s existing
      portfolio of leading brands, developing new products, new packaging and line
      extensions, and focusing on the faster growing sectors of the wine industry.




We
      intend
      to internally increase sales by providing a wider selection of brands and
      products for our sales force to introduce into the marketplace, thereby reducing
      average sales cost per product and increasing product variety to our client
      base. We believe that by increasing our ability to provide an ever-growing
      inventory of brands and products, we will be able to increase our ability to
      provide wholesalers with better promotional advantages than our smaller peers.
      This could lead to an increased competitive position and drive internal growth.




*Tuscan
      Club*




The
      Company currently maintains a private membership club of approximately 15,000
      individuals with an interest in having access to exclusive wine and food
      products, receiving advance notice of new releases, receiving additional special
      member discounts, and enjoying reserve wine tastings and exclusive social
      events.




*Launch
      of Cucina Viansa Brand*




We
      are
      currently in planning stages for the launch of a new wine brand, Cucina Viansa.
      The brand will consist of a line of mid-priced wines, including: Cabernet
      Sauvignon, Chardonnay, Merlot, Pinot Grigio and Sangiovese; with targeted sales
      of approximately 100,000 cases in 2006.




Promotion
      for the new brand will be focused on food and wine pairings, complementing
      the
      existing Cucina Viansa food line. As part of our integrated growth strategy
      to
      increase Tuscan Club membership and revenue from our on-site winery tasting
      room, we plan to use the wine club business and visitor e-mail list to promote
      awareness of Cucina Viansa as a nationally-distributed brand.




The
      initial rollout of the brand in a select number of key markets is currently
      scheduled for the spring of 2006.




*Kirkland
      Sales and Marketing Agreement*




On
      June
      1, 2003, we entered into a sales and marketing agreement with Kirkland Ranch
      Winery, a company based in Napa Valley, to represent their products on an
      exclusive commission basis through our sales and marketing group. This agreement
      has been replaced by the current joint venture between the Company and
      Kirkland.









Gutsverwaltung
      Niederhausen Schlossbockenheim
      Sales and Marketing Agreement




In
      February, 2004, the Company entered into a sales and marketing agreement with
      Gutsverwaltung Niederhausen Schlossbockenheim, a German winery
      ("Gutsverwaltung"). Gutsverwaltung produces and sells certain wines under the
      name Gutsverwaltung Niederhausen-Schlossboeckelheim. Pursuant to the agreement,
      we have the exclusive right to sell Gutsverwaltung's wines in North America,
      Asia, and duty free shops. The agreement expired on December 31, 2004, but
      automatically renews for successive one-year terms.




In
      addition to the Company’s internal growth initiatives, the Company is
      continually looking for ways to enhance shareholder value. In the past, and
      potentially in the future, the Company has sought out merger and acquisition
      opportunities which conglomerate the Company’s overall portfolio of businesses,
      and, may from time to time, act as offsetting hedges for the seasonality or
      other industry-specific performance characteristics of the Company’s winemaking
      business.




External
      Growth Initiatives




The
      external initiatives include targeting and subsequently acquiring small to
      mid-sized wineries and distressed brands, which we can assimilate into our
      business model. We believe that by assimilating the small to mid-sized wineries
      we can add brands to our portfolio, which we can introduce into our sales and
      marketing channels, which in turn, should provide wider public awareness and
      a
      greater level of sales.




*First
      Montauk Financial Corporation*




In
      January, 2006, the Company announced that it acquired beneficial ownership
      of
      certain shares of common stock of First Montauk Financial Corp. which would
      give the Company beneficial ownership of approximately 18.7% of First Montauk's
      common stock.




On
      January 13, 2006, the Company entered into a stock purchase agreement with
      BMAC
      Corp. and the stockholders of BMAC to purchase all of the outstanding capital
      stock of BMAC. At the closing of the BMAC transaction, which is expected to
      occur no later than April 15, 2006, 360 Global Wine Company will become the
      beneficial owner of 837,643 shares of common stock of First Montauk that BMAC
      will own at the closing. As consideration, the Company agreed to pay the BMAC
      stockholders an aggregate purchase price of approximately $1.46 million in
      shares of the company's common stock. At the same time, the Company also entered
      into separate stock purchase agreements with certain other stockholders of
      First
      Montauk, which stockholders have agreed to sell to the Company an aggregate
      of
      2,148,545 shares of First Montauk common stock for an aggregate purchase price
      of approximately $3.76 million, which also will be payable in shares of 360
      Global Wine Company's common stock. The closings of these additional
      acquisitions with the First Montauk stockholders are expected to occur on the
      same date as the closing of the BMAC acquisition.




*Viansa
      Winery & Marketplace*




In
      July,
      2005, the Company completed its purchase of Viansa Winery, a California limited
      partnership, and La Fontana di Viansa, LLC, a California limited liability
      company, and thereby acquired Viansa Winery and Italian Marketplace, located
      in
      the Sonoma Valley of California. Upon the transaction's completion, effective
      at
      the close of business on July 7, 2005, the Company changed the name of the
      acquired entities to 360 Viansa, LLC. Viansa currently produces over 50,000
      cases annually, with a selection that includes 12 different Italian varietals
      and 11 California varietals. Currently, Viansa sells its wine directly to the
      consumer. Viansa is a major competitor in the Direct to Consumer lifestyle
      business, and engages in the catalog, e-commerce and wine club business,
      primarily building its database through customer purchases at its winery and
      via
      its website. The Company's strategy is to continue to expand its wine producing
      capacity of estate-bottled products and to expand its domestic and international
      sales and growth prospects of those goods through potential strategic
      alliances.









Acquisition
      of 136.58 acres of land in Burnet,
      Texas




In
      June,
      2005 we purchased 136.58 acres of land in Burnet, Texas from Charles Trios,
      Trustee for Wynthrop Barrington, Inc. The property, located in the heart of
      Texas wine country near the LBJ resort communities of Horseshoe Bay and Marble
      Falls, currently includes approximately 130,000 square feet of office, warehouse
      and mixed-use space. This includes one granite and block office building, five
      warehouse-style buildings and several smaller mixed-use buildings. The property
      was recently appraised for approximately $6,000,000.




The
      acquisition also includes approximately $9,000,000 of finished and unfinished
      granite products. We are investigating improving the property by developing
      a
      commercial winery and vineyard in combination with a future residential
      development. A portion of this development will be funded from the proceeds
      of
      the sale of finished and unfinished granite product. The total purchase price
      for the property was $12,500,000; $2,500,000 of which was paid in cash at the
      closing and $10,000,000 of which was given in the form of a three-year Secured
      Convertible Term Note to Wynthrop Barrington, Inc. Interest on the Wynthrop
      Barrington Term Note is 7% annually; with $350,000 paid monthly in advance
      at
      the rate of $29,667 and the balance of the annual amount accruing at the stated
      rate. The Wynthrop Barrington Term Note may be converted into shares of common
      stock. The number of such shares to be issued shall be the number determined
      by
      dividing (i) the portion of the amount to be converted by (ii) the then
      applicable fixed conversion price, which initially is $0.33 and is subject
      to
      adjustment for stock splits, reorganizations and other extraordinary events.
      We
      agreed to register all of the shares of common stock underlying the Wynthrop
      Barrington Term Note. We may prepay the Wynthrop Barrington Term Note under
      the
      same terms and conditions as set forth above for the Laurus Secured Convertible
      Term Note.




On
      July
      7, 2005, the Company entered into a Security and Purchase Agreement with Laurus
      Master Fund, Ltd. ("Laurus"), a Cayman Islands company. With the funds obtained
      through this Security and Purchase Agreement, the Company completed its purchase
      of Viansa Winery as well as 136 acres of property in Burnet, Texas. The
      acquisition consisted of Viansa Winery, a California Limited Partnership, La
      Fontana di Viansa, LLC, a California limited liability company, and Viansa
      Winery and Italian Marketplace, located in the Sonoma Valley of California.
      Upon
      the transaction's completion, effective July 7, 2005, the Company changed the
      name of the acquired entities to 360 Viansa, LLC.




Pursuant
      to the Security and Purchase Agreement, the Company issued to Laurus: (i) a
      three-year Term Note in the principal amount of $34,500,000; and (ii) a
      three-year Revolving Note equal to up to $3,000,000, upon which the Company
      will
      be able to draw based on available accounts receivable. After the initial
      drawing, the Company is required to maintain a minimum outstanding balance
      of
      $500,000 under the Revolving Note, which will be evidenced by a Convertible
      Minimum Borrowing Note. If this Minimum Borrowing Note is converted into the
      Company's common stock, a new Minimum Borrowing Note will be issued (all such
      notes, collectively, the "Laurus Notes").




The
      Term
      Loan was issued on the Closing Date and monthly amortization payments of
      principal commence on November 1, 2005, subject to acceleration upon the
      occurrence of an Event of Default or termination of the Agreement. The Maturity
      Date of the Laurus Notes is July 7, 2008. The Monthly Amount to be paid to
      Laurus includes amortization payments of the aggregate principal amount of
      the
      Term Note, any accrued but unpaid interest on that portion of the principal
      plus
      any and all other unpaid amounts then owing under the Laurus Notes.









Interest
      on the Laurus Notes began accruing on July
      7, 2005 and monthly payments are payable at the end of each month, as described
      below.




The
      Monthly Amount may be paid in cash or may be converted into shares of the
      Company's common stock. If paid in cash, the Company shall pay an amount equal
      to 103% of the Monthly Amount due and owing on that date. If the following
      conditions are met, the Company must pay the Monthly Amount in shares of its
      common stock: (i) the average closing price the Company's common stock for
      the
      five trading days immediately preceding the current Due Date is greater than
      or
      equal to 120% of the Fixed Conversion Price, which initially is $0.25 and is
      subject to adjustment for stock splits, reorganizations and other extraordinary
      events, and (ii) the amount of such conversion does not exceed 25% of the
      aggregate dollar trading volume of the Company's common stock for the period
      of
      22 trading days immediately preceding such due date. The number of shares of
      the
      common stock to be so issued shall be the quotient of (i) the portion of the
      Monthly Amount converted into shares of common stock divided by (ii) the then
      applicable Fixed Conversion Price. The interest on the Laurus Notes accrues
      per
      annum at a Contract Rate equal to the "prime rate" published in The Wall Street
      Journal, plus two percent (2.0%). However, if the Company has registered the
      shares of the Common Stock underlying the conversion of the Laurus Notes,
      Warrants and Options, as described in the following paragraph, and the market
      price of the Company's Common Stock for the five trading days immediately
      preceding a Determination Date exceeds the then-applicable Fixed Conversion
      Price by at least 25%, the Contract Rate for the succeeding calendar month
      shall
      automatically be reduced by two percent. However, the Contract Rate shall not
      at
      any time be less than zero. Interest shall be (i) calculated on the basis of
      a
      360-day year and (ii) payable monthly, in arrears, commencing on August 1,
      2005
      through and including the Maturity Date. Following the occurrence and during
      the
      continuance of an Event of Default, the Company is obligated to pay additional
      interest of 2% per month.




To
      secure
      repayment of the Laurus Notes, the Company granted to Laurus a continuing
      security interest in and lien upon the following collateral: all of the
      Company's and the Company's subsidiary's property and assets, whether real
      or
      personal, tangible or intangible, other than the Company's 50% membership
      interest in KKLLC and the "current assets" of KKLLC until such time as the
      Laurus Notes are repaid in full. The security provisions in the Laurus Notes
      are
      cross-collateralized by a Guaranty Agreement entered into by the Company's
      subsidiaries and a Stock Pledge Agreement covering all capital stock of the
      Company's subsidiaries, as well. The Company and Viansa also entered into a
      Lien
      Subordination Agreement with Laurus and Gryphon. To induce Gryphon to enter
      into
      the Subordination Agreement, Mr. Shapiro transferred 3,000,000 of his personally
      held Company shares of common stock to Gryphon. The conversion price of the
      Gryphon Note and the exercise price of its 1,527,728 share Warrant were also
      reduced to $0.31 and $0.25, respectively. Pursuant to the Subordination
      Agreement, Laurus has a first-priority senior security interest. Gryphon
      subordinated all of its other security interests in the Company to Laurus,
      but
      the Company has agreed, with Laurus' consent, to grant Gryphon a "silent" second
      position security interest in all of the assets of Viansa and the Texas Property
      (see Other Information below), including a second-lien mortgage on all Viansa
      and Texas Property winery property, now owned or hereafter
      acquired.




*Divestiture
      of Bodegas Y* *Viñedos*  *Anguinan
      S.A.*




In
      December, 2004, we entered into an agreement to divest ourselves of our
      ownership interest in Bodegas Y Viñedos Anguinan S.A, an Argentine wine company
      in which we acquired an interest in November 2003. Pursuant to the Termination,
      Settlement & Release of Claims Agreement signed by us, our wholly owned
      subsidiary, KFWBA Acquisition Corp., and Bodegas and its former principals,
      both
      parties agreed to return any equity in the other party and to terminate any
      further obligations between them, including, but not limited to the put options
      we granted as part of the acquisition and any employment agreements between
      us
      and the principals of Bodegas.




*Acquisition
      of Kirkland Knightsbridge, LLC*




In
      April,
      2004, the Company acquired 50% of Kirkland Knightsbridge, LLC, a California
      limited liability company, pursuant to a Capital Stock Contribution Agreement,
      by and among Kirkland Ranch, LLC, a California limited liability company, KKLLC,
      the Company and Mr. Larry Kirkland. Pursuant to the joint venture agreements,
      Kirkland Ranch contributed all of its assets and certain of its liabilities
      to
      the joint venture subsidiary, including all of the assets of the Kirkland Ranch
      Winery located in Napa Valley, California. KKLLC has title and ownership to
      all
      of the Kirkland Ranch assets including, without limitation, 69 acres of vineyard
      land, a 57,000 square foot state-of-the-art winemaking facility, wine labels
      including Kirkland Ranch Winery and Jamieson Canyon, inventory, accounts
      receivable, intellectual property and general intangibles. In connection with
      the transaction, we entered into an exclusive distribution and marketing
      agreement with KKLLC to sell wine and wine-related products under our labels
      with an initial annual minimum purchase requirement equal to $3 million. Under
      a
      separate bottling agreement, KKLLC will serve as the exclusive bottler of our
      products in California.









*Acquisition
      of Dominion Wines International*




In
      February, 2003, we acquired a majority ownership interest in Dominion Wines
      International, an international sales and distributor of Australian-sourced
      wines sold under several Company-owned brands. We purchased 56% of Dominion's
      issued and outstanding shares in exchange for 46,032 shares (on an adjusted
      basis) of our common stock. In addition to the shares, we also received all
      rights and properties owned, possessed or controlled by Dominion, tangible
      or
      intangible, of every kind and description, including all assets used by Dominion
      in connection with its business and operations as a going concern. Dominion,
      while still the holder of several pieces of intellectual property, is
      predominantly inactive at the current time and the Company has no current plans
      to market product under this brand.




**Marketing
      and Distribution**




Industry
      Background




The
      wine
      industry is generally segregated into three categories: premium table wines
      that
      retail for more than $3 per 750ml bottle; “jug” wines that retail for less than
      $3 per 750 ml bottle; and other wine products, such as sparkling wines,
      fortified wines, wine coolers and flavored wines. We produce and sell only
      premium table wines.




The
      premium category is generally divided by the trade into four segments:
      popular-premium ($3-$7 per 750ml); super-premium ($7-$14 per 750 ml);
      ultra-premium ($14-$25 per 750 ml); and luxury (over $25 per 750 ml). We sell
      wines in each segment of the premium table wine market.




Products




Current
      Products




As
      of the
      date of this filing, we currently market and distribute a variety of red and
      white wines produced by Viansa and KKLLC labels under the following labels
      by
      the following parties:




Wine/Label
              
              Producer
              
              Ownership
                  of LabelKirkland
                  Ranch Estate Wines
              
              KKLLC
              
              KKLLC(1)Viansa
                  Winery
              
              Viansa
              
              Viansa
                  (2)


(1)
              Pursuant
                  to the Capital Stock Contribution Agreement, in connection with
                  the
                  formation of our joint venture subsidiary KKLLC, we have a 50%
                  ownership
                  interest in this label.(2)
              Viansa
                  is our wholly owned
                  subsidiary.




Future
      Products




As
      a
      result of our acquisition of Viansa and the property in Texas, we plan to begin
      independently producing and distributing our own wines in the future. We
      anticipate that the initial series of 360 Global owned and/or produced wines
      will include the following:




Wine/Label
            
            Producer
            
            Ownership
                of LabelBritto
                  Collection
            
            Kirkland
                  Knightsbridge, LLC
            
            360
                  GlobalNew
                  Product Launches from Viansa
            
            Viansa
                Winery
            
            360
                  Viansa, LLC









Trademarks
  360
        Global Wine Company


Albanero


Augusto


Athena


Cal-Ital


Frescolina


Imbianco


Jaimeson
      Canyon


Musecco


Ossidiana


Pacomio


Piccolo
      Toscano


Prindelo


Santerra


Soscal
      Ridge


Tavola
      Di
      Viansa


Thalia


Tuscan
      Club


Viansa




Customers




360
      Global Wine Company customers are predominantly retail consumers. We market
      to
      these customers through our retail locations (wineries and shops), through
      catalogues, e-commerce, wine clubs, and distributors.




Distribution
      Agreements




Prior
      to
      acquiring KKLLC, we marketed and distributed wines produced by third parties
      under such parties' labels. However, with the acquisition, we entered into
      an
      exclusive agreement with KKLLC to sell wine and wine-related products under
      the
      Kirkland Ranch label. Additionally, under a separate bottling agreement, KKLLC
      agreed to serve as the exclusive bottler of our products in California. We
      sell
      our wines through direct sales, independent distributors, our own customer
      list,
      and directly from the winery in limited quantities.




Distributors
      generally remarket the wines through specialty wine shops and grocery stores,
      selected restaurants, hotels and private clubs across the country, and in
      certain overseas markets. We rely primarily on word-of-mouth recommendation,
      wine tastings, positive reviews in various publications, select wine
      competitions and company-sponsored promotional activities in order to increase
      public awareness of our wines.




Independent
      distributors market our wines throughout the United States, including the
      District of Columbia.




Through
      our wholly owned subsidiary's purchase of Viansa Winery & Italian
      Marketplace, we are able to sell any wines produced by or for Viansa through
      the
      Viansa sales channels.




Geographic
      data




The
      Company currently operates predominantly within the United States.




Competition




The
      premium segment of the wine industry is intensely competitive. Our competitors
      produce table, premium and other wines in the United States.




Our
      domestic competitors in the popular-premium and super-premium segments include
      Beringer Blass Wine Estates (Beringer, Meridian), Brown-Forman (Fetzer),
      Constellation Brands (Estancia, Talus, Vendange, Nathanson Creek), Diageo
      (Beaulieu Vineyards), Kendall-Jackson and the Wine Group (Glen Ellen).









Our
      higher-priced wines compete with several hundred smaller California wineries,
      generally from Napa or Sonoma County, and with numerous foreign vintners that
      produce premium wines. In recent years some very large producers of primarily
      generic wines have introduced varietal wines in the growing premium wine market.
      Our wines also compete with other alcoholic and non-alcoholic beverages for
      shelf space in retail stores and for marketing focus by our independent
      distributors, all of which also carry other wine or beverage brands. Many of
      our
      domestic and international competitors have significantly greater resources,
      and
      as a result, there can be no assurance that we will be able to successfully
      compete with these competitors or that we will not face greater competition
      from
      other wineries and beverage manufacturers.




At
      present, we do not have a single main competitor. Rather, we compete with
      different companies in different wine categories. In addition, we compete with
      various beverage companies for shelf space in retail stores that carry wine
      or
      other beverage brands. We have a relatively small competitor position within
      the
      industry, but we believe that as we execute upon our business strategy, our
      relative position within the industry should rise.




**Production**




In
      the
      United States, the Company operates 2 wineries where wine is produced from
      many
      varieties of grapes grown principally in the Napa and Sonoma regions of
      California. Grapes are crushed at most of the Company’s wineries and stored as
      wine until packaged for sale under the Company’s brand names. In the United
      States, the Company’s inventories of wine are usually at their highest levels in
      September through November, during and after the crush of each year’s grape
      harvest, and are reduced prior to the subsequent year’s crush.




The
      Company has two facilities for the production and bottling of its wine products,
      which are located in Napa and Sonoma, California, respectively.




Sources
      and Availability of Production Materials




The
      principal components in the production of the Company’s branded beverage alcohol
      products are agricultural products, such as grapes, and packaging materials
      (primarily glass).




Historically,
      most of the Company’s annual grape requirements are satisfied by purchases from
      each year’s harvest which normally begins in August and runs through October in
      the United States. The Company currently believes that it does not have adequate
      sources of grape supplies to meet its sales expectations, and is actively
      seeking additional sources of high quality grape harvests. In the event that
      demand for certain wine products exceed expectations, the Company would seek
      to
      source the extra requirements from the bulk wine markets, but could experience
      shortages.




The
      Company receives grapes from approximately 20 independent growers in the United
      States. The Company enters into written purchase agreements with a majority
      of
      these growers and pricing generally varies year-to-year based on then-current
      market prices.




At
      December 31, 2005, the Company owned or leased approximately 350 acres of land
      and vineyards, either fully bearing or under development, in California (U.S.),
      and Texas (U.S.). Most of this acreage is used to supply a large portion of
      the
      grapes used for the production of the Company’s super-premium and fine wines.
      The Company continues to consider the purchase or lease of additional vineyards,
      and additional land for vineyard plantings, to supplement its grape supply.




The
      Company utilizes glass and polyethylene terephthalate (“PET”) bottles and other
      materials such as caps, corks, capsules, labels, wine bags and cardboard cartons
      in the bottling and packaging of its products. Glass bottle costs are one of
      the
      largest components of the Company’s cost of product sold. In the United States,
      the glass bottle industry is highly concentrated with only a small number of
      producers. The Company has traditionally obtained, and continues to obtain,
      its
      glass requirements from a limited number of producers. Currently, substantially
      all of the Company’s glass container requirements for its United States
      operations are supplied by one producer. The Company has not experienced
      difficulty in satisfying its requirements with respect to any of the foregoing
      and considers its sources of supply to be adequate. However, the inability
      of
      any of the Company’s glass bottle suppliers to satisfy the Company’s
      requirements could adversely affect the Company’s operations.









Government
      Regulation




The
      Company is subject to a range of regulations in the countries in which it
      operates. Where it produces products, the Company is subject to environmental
      laws and regulations and may be required to obtain permits and licenses to
      operate its facilities. Where it markets and sells products, it may be subject
      to laws and regulations on trademark and brand registration, packaging and
      labeling, distribution methods and relationships, pricing and price changes,
      sales promotions, advertising and public relations. The Company is also subject
      to rules and regulations relating to changes in officers or directors, ownership
      or control.




The
      Company believes it is in compliance in all material respects with all
      applicable governmental laws and regulations in the countries in which it
      operates. The Company also believes that the cost of administration and
      compliance with, and liability under, such laws and regulations does not have,
      and is not expected to have, a material adverse impact on its financial
      condition, results of operations or cash flows.




Seasonality




The
      beverage alcohol industry is subject to seasonality. As a result, the Company’s
      wine sales are typically highest during the fourth quarter of its fiscal year,
      primarily due to seasonal holiday buying.




**Company
      Information**




The
      Company was incorporated in the State of Nevada on October 8, 2002, with a
      vision and objective to establish and build a diversified international wine
      company. The Company believes that there existed an oversupply of small and
      mid-sized wineries lacking effective sales, marketing, and branding strength,
      creating an opportunity to consolidate and build an efficient operation that
      could maximize economies of scale, increase utilization of production assets,
      and provide a more streamlined and effective sales, marketing, and distribution
      group. The Company further believes that by adopting and applying consumer
      beverage marketing principles within the wine industry, it could further enhance
      operating results beyond what was currently achieved by many small and mid-sized
      wineries creating a comparative advantage for the Company.




On
      August
      1, 2003, the Company completed a reverse acquisition of Tech-Net Communications,
      Inc., a Nevada corporation that was incorporated on May 15, 2000. Following
      the
      reverse acquisition, the Company changed the name of Tech-Net Communications,
      Inc., to “Knightsbridge Fine Wines, Inc.” Effective February 15, 2005, the
      Company changed its name from Knightsbridge Fine Wines, Inc., to “360 Global
      Wine Company.” Although Tech-Net was the “legal acquirer,” the share exchange
      was treated as a recapitalization of the Company, such that the Company is
      the
      continuing entity for financial reporting purposes. The financial statements
      have been prepared as if the Company had always been the reporting company,
      and,
      on the share exchange dates, had changed its name and reorganized its capital
      stock.




Employees




At
      December 31, 2005, the Company had 3 full-time employees based throughout the
      United States. Our 100% wholly-owned subsidiaries employed an additional 86
      full-time employees, with our joint venture employing a further 20 full-time
      employees. We employ additional workers on a temporary or part-time basis as
      required by the business.




None
      of
      our employees is represented by a labor union and we consider our relationships
      with our employees to be good.









Cash
      and Liquidity




At
      December 31, 2005, we had a cash balance of $131,332. The Company has not
      historically achieved positive cash flow from operations, nor do we anticipate
      doing so in the immediate future. There is no assurance that we will ever
      achieve positive cash flow.




Additionally,
      we are in default on our short-term notes payable, aggregating approximately
      $1,869,000 in principal, interest, and penalties. An order for Summary Judgment
      has been granted in favor of plaintiffs with respect to $583,000 in principal
      of
      the notes payable discussed above, plus interest from October 1, 2005. The
      holders of these notes - Gryphon and Laurus - currently have the right to call
      these notes due, assess liquidated damages, and hold a lien on the Company’s
      property and assets, to which they may take immediate possession. As a result,
      we will be required to raise substantial amounts of cash during 2006. There
      can
      be no assurance that we will be successful in our efforts and any failure to
      raise such monies would have a material negative effect on our business and
      operations.




Additionally,
      we are in default on our $20 million note payable with Metropolitan Life,
      secured by the KKLLC property. At the initiation of the note the Company prepaid
      2 1⁄2 years interest, with interest payments to resume October 31, 2005. The
      default rate on this note is 18% on the entire note. As of the date of this
      filing, the default amount totals $1,300,000 in interest and
      penalties.




Our
      auditors have expressed substantial doubt about our ability to continue as
      a
      going concern because our business has been funded largely through the sale
      of
      our securities and, as a result, the growth and success of our business depend
      upon obtaining future financings, without which we will not have the necessary
      capital spending and working capital funds to continue our
      business.




Litigation




The
      Company is currently involved in several legal proceedings, which are outlined
      in greater detail in “Item 3. Legal Proceedings” below.




**ITEM
      2. PROPERTIES.**




United
      States




For
      the
      fiscal year ended December 31, 2005, our U. S. corporate office was located
      in
      Napa, California. In addition, the Company operates wineries, including
      warehousing and distribution facilities, in Napa and Sonoma, California, and
      has
      recently acquired property for development in Burnet, Texas. The Company also
      operates a satellite office in Greenwich, CT.




Other




The
      Company owns a partial interest in Dominion Wines International, Ltd., located
      in Melbourne, Australia.




**ITEM
      3. LEGAL PROCEEDINGS.**




*Andy
      Warhol Foundation*




In
      September, 2003, the Company entered into a license agreement with the Andy
      Warhol Foundation for the Visual Arts to market an international collection
      of
      wines. Under the terms of the agreement it would have expired on December 31,
      200.We planned to launch this artist series during the second half of 2006.
      Under the agreement, we were granted a non-exclusive license to use Andy
      Warhol's artwork throughout North America, in connection with our wine products.
      Specifically, we are entitled to use artwork and quotations created by Andy
      Warhol on our wine labels; use of such artwork and quotations must be
      pre-approved on a case by case basis by the Andy Warhol Foundation. Pursuant
      to
      the terms of the agreement, we are obligated to pay four percent (4%) of all
      net
      sales of the wine including Andy Warhol's artwork or quotes that we sell to
      the
      Andy Warhol Foundation. We are also required to pay minimum royalty fees to
      the
      Andy Warhol Foundation as follows: $40,000 on December 31, 2003, which has
      been
      paid; $45,000 on December 15, 2005; $135,000 on December 15, 2005; and $180,000
      on December 15, 2006. A portion of the proceeds from the sale of these
      art-inspired releases will benefit the Andy Warhol Foundation and its mission,
      fostering innovative artistic expression and advancing the visual arts through
      support of cultural organizations. The Company terminated this agreement in
      October, 2005, prior to the launch of any product.









In
      March
      of 2006, the Andy Warhol Foundation sued the Company for monies owed under
      the
      original contract. The Company is in discussions with the Foundation to resolve
      this issue.




*Wall
      Street Communications*




On
      December 16, 2005, Wall Street Communications Group, Inc. received a $1.425
      million judgment against 360 Global Wine Company in connection with its
      allegation that the Company breached its obligation to pay Wall Street
      Communications Group Inc. a finder's fee on the financing effected last year
      with Laurus Master Fund, Ltd.




Wall
      Street Communications Group Inc. alleges that, pursuant to a Finder's Fee and
      Non-Circumvention Agreement with Wall Street Communications Group Inc., the
      Company had agreed to pay Wall Street Communications Group Inc. a finder's
      fee
      consisting of cash and stock options in connection with their introduction
      of
      Laurus Master Fund to the Company. Wall Street Communications Group Inc. further
      alleges that thereafter, the Company refused to pay, or publicly disclose in
      its
      press releases or SEC filings, the agreed upon finder's fee.




Wall
      Street Communications Group Inc. thereupon sued the Company in District Court
      in
      Boulder, Colorado and obtained a default judgment against the Company last
      December requiring it to pay to Wall Street Communications Group Inc. a lump
      sum
      payment of $1.425 million, plus 4.0% of each and every past and future
      disbursement to the Company under its $3.0 million Revolving Note with Laurus
      Master Fund. The court also ordered the Company to issue to Wall Street
      Communications Group Inc. under the Finder's Fee and Non-Circumvention Agreement
      a five-year option to purchase 1,250,000 shares of the Company's common stock
      at
      $.31 per share, a second option to purchase 824,621 shares of the Company's
      common stock at $.001 per share and 209,666 shares of restricted common stock
      on
      the same terms offered Laurus Master Fund.




The
      Company has filed motions to: (1) have the default judgment set aside promptly,
      as the Company had no knowledge of the reported lawsuit until plaintiff's press
      release; and (2) stay collection until the Company has had an opportunity to
      respond to the allegations.  As of the date of this Annual Report, the
      court has taken under submission the Company's first motion and has granted
      the
      Company's second motion.




The
      Company has denied Wall Street Communications' claims that it was involved
      with
      the Company's financing of last year's Viansa acquisition and intends to
      litigate these claims vigorously.




*Guy
      Buffet*




On
      July
      9, 2003, we entered into a license agreement with Guy Buffet to market an
      international collection of wines that blends Mr. Buffet's artistic talent
      with
      the winemaking talent of 360 Global’s winemakers. This collection of wines, each
      featuring a unique Guy Buffet designed label, initially featured California
      Chardonnay, Merlot, Cabernet Sauvignon, Sauvignon Blanc, and Shiraz from
      Australia. In addition, we secured the right to use Guy Buffet’s name, portrait,
      or picture in advertising and other promotional materials associated with the
      sale of products licensed under the agreement. The agreement was originally
      set
      to expire on July 8, 2006, but the Company cancelled this agreement at the
      end
      of 2005. In a suit filedinSeptember, 2005, in the State of California, Mr.
      Buffet sued the Company for the balance of the fees specified in the original
      contract. We are currently negotiating a settlement with the plaintiff and
      management does not believe that this will have a material adverse impact on
      the
      Company.









*Jon
      Sebastiani*




In
      September, 2005, Mr. Joel Shapiro replaced Mr. Jon Sebastiani as President
      of
      the Company. The Company is currently in negotiations with Mr. Sebastiani to
      resolve any outstanding financial issues related to his employment with the
      Company and management does not believe that this will have a material adverse
      impact on the Company.




*Longview
      Funds*




On
      October 12, 2005, the Company was served with a Summons and a Notice of Motion
      in Lieu of Complaint, styled Longview Fund, LP, Longview Equity Fund, LP and
      Longview International Equity Fund, LP, Plaintiffs vs. 360 Global Wine Company,
      Inc., f/k/a Knightsbridge Fine Wines, Inc., Defendant, Supreme Court of the
      State of New York, County of New York, index no. 05603607. Plaintiffs have
      requested that the court grant their Order for Summary Judgment on behalf of
      Longview Funds, LP in the amount of $280,345, Longview Equity Fund, LP in the
      amount of $224,276, and Longview International Equity Fund, LP in the amount
      of
      $56,069, with interest at the rate of 18% per annum from October 10, 2005,
      plus
      attorneys' fees, costs and distributions in the action, and such other, further
      and different relief as the court deems just and proper. The Order for Summary
      Judgment was granted by the court in December 2005.




The
      Company has reached a settlement agreement with the Plaintiffs, which: (1)
      recognizes the principal amounts due to the plaintiffs, (2) provided an
      initial payment of $150,000 on January 22, 2006 which is comprised of $125,000
      in principal reductions and $25,000 in legal fees, (3) allows for the inclusion
      of 10% simple interest, and (4) executes and promises a monthly payment of
      $100,000 until such time as the debt has been satisfied.




*Shareholder*




Management
      has been informed that a former shareholder of the Company intends to file
      a
      suit against the Company in the State of New York. Management has not yet
      reviewed the claim, but believes that the suit was filed because the Company
      cancelled stock owned by the plaintiff shareholder for non-payment. Management
      does not believe that this will have a material adverse impact on the Company
      and intends to defend the claim vigorously.




*Kirkland
      Knightsbridge LLC*




On
      February 10, 2005, Larry Kirkland, purportedly on behalf of KKLLC, filed a
      corrective statement with the California Secretary of State alleging that the
      financing statement filed by Gryphon Master Fund in connection with its April
      2004 financing of 360 Global Wine Company was wrongfully filed and that no
      financing statement was agreed to by KKLLC. 360 Global Wine Company has taken
      the position that the financing statement was properly authorized by KKLLC,
      and
      believes further that Mr. Kirkland had no authority pursuant to the operating
      agreement of KKLLC to file the corrective statement. Accordingly, we are
      cooperating with Gryphon in a lawsuit filed in the U.S. District Court for
      the
      Northern District of Texas, Dallas Division, by Gryphon seeking a declaration
      that a valid and enforceable security agreement exists between Gryphon and
      KKLLC
      and that KKLLC had no authority to file the corrective statement with the
      California Secretary of State.




Except
      as
      otherwise disclosed herein, we are not involved in any other material legal
      proceedings.




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




In
      October, 2005, the Board of Directors submitted by Action by Written Consent
      of
      the Stockholders of 360 Global Wine Company (“Written Consent”) the approval of
      the Company’s 1-for-150 reverse stock split and the creation of a new class
      of “Preferred” stock allowing for the issuance of 50,000,000 shares with a par
      value of $0.001. Both matters were approved and became effective on February
      28,
      2006.









**PART
      II.**




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




Our
      common stock is currently quoted on the OTC Bulletin Board under the symbol
      “TSIX”. Prior to March 1, 2006 the common stock traded under the symbol “TGWC”.
      Prior to February 24, 2005, the common stock traded under the symbol
“KFWI”.




The
      following table sets forth the quarterly high and low bid prices, as reported
      by
      MarketWatch Communications, for our common stock, adjusted for the reverse
      split, which was effective as of February 28, 2006, and since the share exchange
      and reverse acquisition between Tech-Net Communications, Inc. and us on August
      1, 2003. The prices set forth below represent interdealer quotations, without
      retail markup, markdown, or commission, and may not be reflective of actual
      transactions.




**High**
              
              **Low****Fiscal
                  Year 2004**First
                  Quarter
              
              $
              435.00
              
              $
              253.50Second
                  Quarter
              
              $
              379.50
              
              $
              124.50Third
                  Quarter
              
              $
              192.00
              
              $
              69.00Fourth
                  Quarter
              
              $
              145.50
              
              $
              40.50**Fiscal
                  Year 2005**First
                  Quarter
              
              $
              91.50
              
              $
              37.50Second
                  Quarter
              
              $
              91.50
              
              $
              30.00Third
                  Quarter
              
              $
              51.00
              
              $
              9.00Fourth
                  Quarter
              
              $
              9.00
              
              $
              3.75





On
      March
      30, 2006, the closing bid price for our common stock was $7.50 per share.
      At March 30, 2006, there were approximately 71 record holders of our common
      stock. This number excludes any estimate by us of the number of beneficial
      owners of shares held in street name, the accuracy of which cannot be
      guaranteed.




Dividends




We
      have
      never declared or paid cash dividends on our common stock and do not anticipate
      paying cash dividends in the foreseeable future. We currently expect to retain
      future earnings, if any, for use in the operation and expansion of our business
      and do not anticipate paying any cash dividends in the foreseeable
      future.




**Capitalization**




Summary
      Capitalization Table




**Summary
                Statement of Shareholders' Equity (Inception -
                2005)**Number
                of Shares (adjusted for 150-to-1 Reverse Split)Preferred
            
            Common
                StockStock
            
            Registered
            
            Warrants
            
            Unregistered
            
            Total*Fiscal
                2002:*Shares
                issued, net of cancel
            
            
            -
            
            
            118,033
            
            
            667
            
            
            -
            
            
            118,700Balance
                12-31-02
            
            
            -
            
            
            118,033
            
            
            667
            
            
            -
            
            
            118,700*Fiscal
                2003:*Shares
                issued, net of cancel
            
            
            -
            
            
            -
            
            
            16,452
            
            
            92,422
            
            
            108,874Balance
                12-31-03
            
            
            -
            
            
            118,033
            
            
            17,119
            
            
            92,422
            
            
            227,574*Fiscal
                2004:*


Shares
                issued, net of cancel
            
            
            -
            
            
            -
            
            
            29,922
            
            
            70,034
            
            
            99,951Balance
                12-31-04
            
            
            -
            
            
            118,033
            
            
            47,041
            
            
            162,456
            
            
            327,529*Fiscal
                2005:*Shares
                issued, net of cancel
            
            
            -
            
            
            -
            
            
            222,667
            
            
            120,387
            
            
            343,054Balance
                12-31-05
            
            
            -
            
            
            118,033
            
            
            269,708
            
            
            282,841
            
            
            670,583*Fiscal
                2006 (through March 30):*Shares
                issued, net of cancel
            
            
            -
            
            
            -
            
            
            -
            
            
            3,702,634
            
            
            3,702,634Shares
                authorized, not issued
            
            
            
            
            
            -
            
            
            
            
            
            3,107,143
            
            
            3,107,143Balance
                3-30-06
            
            
            -
            
            
            118,033
            
            
            269,708
            
            
            6,809,777
            
            
            7,480,360









Deferred
      Financing Costs




$895,000
      is the balance of the remaining deferred financing costs. These cost consist
      of
      cash and warrant payments made to individuals and companies which assisted
      the
      Company in obtaining financing. This represents the remaining balance on
      finder’s fees for the monies obtained from Gryphon Master Fund in 2003 and 2004.
      These deferred financing costs are being amortized over the life of these notes,
      that life being three (3) years ending in 2007.Securities Authorized for
      Issuance under Equity Compensation Plans




While
      the
      Company has not adopted, nor have the Stockholders of the Company approved,
      an
      employee stock option program; the Company does provide for equity-based
      compensation in the form of warrants and grants of unregistered
      stock.




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.**




*The
      following discussion should be read in conjunction with our financial statements
      and the notes thereto which appear elsewhere in this report. The results shown
      herein are not necessarily indicative of the results to be expected in any
      future periods. This discussion contains forward-looking statements based on
      current expectations, which involve uncertainties. Actual results and the timing
      of events could differ materially from the forward-looking statements as a
      result of a number of factors. Readers should also carefully review factors
      set
      forth in other reports or documents that we file from time to time with the
      Securities and Exchange Commission.*




**Overview**




**Acquisitions
      in Fiscal 2005 and Fiscal 2004 and Equity Method
      Investment**




Acquisition
      of BMAC




On
      January 13, 2006, the Company entered into a stock purchase agreement with
      BMAC
      Corp. and the stockholders of BMAC to purchase all of the outstanding capital
      stock of BMAC. At the closing of the BMAC transaction, which is expected to
      occur no later than April 15, 2006, 360 Global Wine Company will become the
      beneficial owner of 837,643 shares of common stock of First Montauk that BMAC
      will own at the closing. As consideration, the Company agreed to pay the BMAC
      stockholders an aggregate purchase price of approximately $1.46 million in
      shares of the Company's common stock. At the same time, the Company also entered
      into separate stock purchase agreements with certain other stockholders of
      First
      Montauk, which stockholders have agreed to sell to the Company an aggregate
      of
      2,148,545 shares of First Montauk common stock for an aggregate purchase price
      of approximately $3.76 million, which also will be payable in shares of the
      Company's common stock. The closings of these additional acquisitions with
      the
      First Montauk stockholders are expected to occur on the same date as the closing
      of the BMAC acquisition.




Acquisition
      of Viansa




On
      July
      7, 2005, the Company entered into a Security and Purchase Agreement with Laurus
      Master Fund, Ltd. ("Laurus"), a Cayman Islands company. With the funds obtained
      through this Security and Purchase Agreement, the Company completed its purchase
      of Viansa Winery as well as 136 acres of property in Burnet, Texas. The
      acquisition consisted of Viansa Winery, a California Limited Partnership, La
      Fontana di Viansa, LLC, a California limited liability company, and Viansa
      Winery and Italian Marketplace, located in the Sonoma Valley of California.
      Upon
      the transaction's completion, effective July 7, 2005, the Company changed the
      name of the acquired entities to 360 Viansa, LLC.









Pursuant
      to the Security and Purchase Agreement, the Company issued to Laurus: (i) a
      three-year Term Note in the principal amount of $34,500,000; and (ii) a
      three-year Revolving Note equal to up to $3,000,000, upon which the Company
      will
      be able to draw based on available accounts receivable. After the initial
      drawing, the Company is required to maintain a minimum outstanding balance
      of
      $500,000 under the Revolving Note, which will be evidenced by a Convertible
      Minimum Borrowing Note. If this Minimum Borrowing Note is converted into the
      Company's common stock, a new Minimum Borrowing Note will be issued (all such
      notes, collectively, the "Laurus Notes").




The
      Term
      Loan was issued on the Closing Date and monthly amortization payments of
      principal commence on November 1, 2005, subject to acceleration upon the
      occurrence of an Event of Default or termination of the Agreement. The Maturity
      Date of the Laurus Notes is July 7, 2008. The Monthly Amount to be paid to
      Laurus includes amortization payments of the aggregate principal amount of
      the
      Term Note, any accrued but unpaid interest on that portion of the principal
      plus
      any and all other unpaid amounts then owing under the Laurus Notes.




Interest
      on the Laurus Notes began accruing on July 7, 2005 and monthly payments are
      payable at the end of each month, as described below.




The
      Monthly Amount may be paid in cash or may be converted into shares of the
      Company's common stock. If paid in cash, the Company shall pay an amount equal
      to 103% of the Monthly Amount due and owing on that date. If the following
      conditions are met, the Company must pay the Monthly Amount in shares of its
      common stock: (i) the average closing price the Company's common stock for
      the
      five trading days immediately preceding the current Due Date is greater than
      or
      equal to 120% of the Fixed Conversion Price, which initially is $0.25 and is
      subject to adjustment for stock splits, reorganizations and other extraordinary
      events, and (ii) the amount of such conversion does not exceed 25% of the
      aggregate dollar trading volume of the Company's common stock for the period
      of
      22 trading days immediately preceding such due date. The number of shares of
      the
      common stock to be so issued shall be the quotient of (i) the portion of the
      Monthly Amount converted into shares of common stock divided by (ii) the then
      applicable Fixed Conversion Price. The interest on the Laurus Notes accrues
      per
      annum at a Contract Rate equal to the "prime rate" published in The Wall Street
      Journal, plus two percent (2.0%). However, if the Company has registered the
      shares of the Common Stock underlying the conversion of the Laurus Notes,
      Warrants and Options, as described in the following paragraph, and the market
      price of the Company's Common Stock for the five trading days immediately
      preceding a Determination Date exceeds the then-applicable Fixed Conversion
      Price by at least 25%, the Contract Rate for the succeeding calendar month
      shall
      automatically be reduced by two percent. However, the Contract Rate shall not
      at
      any time be less than zero. Interest shall be (i) calculated on the basis of
      a
      360-day year and (ii) payable monthly, in arrears, commencing on August 1,
      2005
      through and including the Maturity Date. Following the occurrence and during
      the
      continuance of an Event of Default, the Company is obligated to pay additional
      interest of 2% per month.




To
      secure
      repayment of the Laurus Notes, the Company granted to Laurus a continuing
      security interest in and lien upon the following collateral: all of the
      Company's and the Company's subsidiary's property and assets, whether real
      or
      personal, tangible or intangible, other than the Company's 50% membership
      interest in KKLLC and the "current assets" of KKLLC until such time as the
      Laurus Notes are repaid in full. The security provisions in the Laurus Notes
      are
      cross-collateralized by a Guaranty Agreement entered into by the Company's
      subsidiaries and a Stock Pledge Agreement covering all capital stock of the
      Company's subsidiaries, as well. The Company and Viansa also entered into a
      Lien
      Subordination Agreement with Laurus and Gryphon. To induce Gryphon to enter
      into
      the Subordination Agreement, Mr. Shapiro transferred 20,000 of his personally
      held Company shares (on an adjusted basis) of common stock to Gryphon. The
      conversion price of the Gryphon Note and the exercise price of its 10,185 share
      Warrant (on an adjusted basis) were also reduced to $46.50 and $37.50,
      respectively (on an adjusted basis). Pursuant to the Subordination Agreement,
      Laurus has a first-priority senior security interest. Gryphon subordinated
      all
      of its other security interests in the Company to Laurus, but the Company has
      agreed, with Laurus' consent, to grant Gryphon a "silent" second position
      security interest in all of the assets of Viansa and the Texas Property (see
      Other Information below), including a second-lien mortgage on all Viansa and
      Texas Property winery property, now owned or hereafter acquired.









Acquisition
      of 136.58 acres of land in Burnet, Texas




In
      June,
      2005 we purchased 136.58 acres of land in Burnet, Texas from Charles Trios,
      Trustee for Wynthrop Barrington, Inc. The property, located in the heart of
      Texas wine country near the LBJ resort communities of Horseshoe Bay and Marble
      Falls, currently includes approximately 130,000 square feet of office, warehouse
      and mixed-use space. This includes one granite and block office building, five
      warehouse-style buildings and several smaller mixed-use buildings. The property
      recently appraised for approximately $6 million.




The
      acquisition also includes approximately $9 million of finished and unfinished
      granite products. We are investigating improving the property by developing
      a
      commercial winery and vineyard in combination with a future residential
      development. A portion of this development will be funded from the proceeds
      of
      the sale of finished and unfinished granite product. The total purchase price
      for the property was $12.5 million; $2.5 million of which was paid in cash
      at
      the closing and $10 million of which was given in the form of a three-year
      Secured Convertible Term Note to Wynthrop Barrington, Inc. Interest on the
      Wynthrop Barrington Term Note is 7% annually; with $350,000 paid monthly in
      advance at the rate of $29,667 and the balance of the annual amount accruing
      at
      the stated rate. The Wynthrop Barrington Term Note may be converted into shares
      of common stock. The number of such shares to be issued shall be the number
      determined by dividing (i) the portion of the amount to be converted by (ii)
      the
      then applicable fixed conversion price, which initially is $0.33 and is subject
      to adjustment for stock splits, reorganizations and other extraordinary events.
      We agreed to register all of the shares of common stock underlying the Wynthrop
      Barrington Term Note. We may prepay the Wynthrop Barrington Term Note under
      the
      same terms and conditions as set forth above for the Laurus Secured Convertible
      Term Note.




Acquisition
      of Kirkland Knightsbridge, LLC




On
      April
      21, 2004, we acquired a 50% membership interest in Kirkland Knightsbridge,
      LLC,
      a California limited liability company pursuant to that certain Capital Stock
      Contribution Agreement, dated as of April 21, 2004, by and among Kirkland Ranch,
      LLC, a California limited liability company, Kirkland Knightsbridge, LLC, 360
      Global Wine Company and Mr. Larry Kirkland. In exchange for our 50% membership
      interest, we made an initial capital contribution equal in value of $10 million
      through the initial issuance of 28,369 shares (on an adjusted basis) of our
      common stock, par value $.001 per share, at an initial valuation of $352.50
      per
      share (on an adjusted basis). Also, as part of the financing for the joint
      venture transaction, we provided loans to KKLLC in the aggregate amount of
      $2.4
      million to be paid *pari
      passu* with
      other debt from any initial profits of KKLLC. We obtained the necessary
      financing for the acquisition through the issuance of a $2 million senior
      secured convertible promissory note to an existing investor, details of which
      financing are disclosed under Item 5 to this Annual Report on Form
      10-KSB.




In
      connection with the closing under the Contribution Agreement and to finance
      the
      joint venture transaction, we entered into a guaranty, dated as of April 21,
      2004, in favor of The Travelers Insurance Company, pursuant to which we
      guaranteed the obligations under that certain promissory note in the amount
      of
      $20 million, issued by Travelers to Kirkland Cattle Co., a California general
      partnership, Kirkland Ranch, and Mr. Larry Kirkland, as co-borrowers. The
      obligations under the Travelers Note are secured by, among other things, a
      mortgage on certain land and a lien on certain assets, excluding inventory,
      owned by KKLLC.




Pursuant
      to the Contribution Agreement, Kirkland Ranch contributed all of its assets
      and
      certain of its liabilities to KKLLC, including all of the assets of the Kirkland
      Ranch Winery located in Napa Valley, California. KKLLC has title and ownership
      to all of the Kirkland Ranch assets including, without limitation, sixty-nine
      (69) acres of vineyard land, a 57,000 square foot state-of-the-art winemaking
      facility, wine labels including Kirkland Ranch Winery and Jamieson Canyon,
      inventory, accounts receivable, intellectual property and general intangibles.
      In connection with the transaction, we entered into an exclusive distribution
      and marketing agreement with KKLLC to sell wine and wine related products under
      its labels with an initial annual minimum purchase requirement equal to $3
      million. Under a separate bottling agreement, KKLLC will serve as the exclusive
      bottler of our products in California.









In
      connection with the operations of KKLLC and subject to the budget approval
      process of KKLLC, we are required to make additional cash capital contributions
      in accordance with the approved budget of KKLLC. Such cash contributions
      include, solely to the extent not previously paid from cash provided at closing,
      certain principal and interest payments owed under the Travelers Note through
      April 21, 2007. We also agreed, solely upon the occurrence of non-payment of
      principal and interest payments owed under the Travelers Note, to risk
      forfeiture of our membership interest in KKLLC.




Divestiture
      of Bodegas Y Viñedos Anguinan S.A




On
      December 16, 2004, we entered into an agreement to divest ourselves of our
      ownership interest in Bodegas Y Viñedos Anguinan S.A, an Argentine wine company
      in which we acquired an interest in November 2003. Pursuant to the Termination,
      Settlement & Release of Claims Agreement signed by us, our wholly owned
      subsidiary, KFWBA Acquisition Corp., and Bodegas and its former principals,
      both
      parties agreed to return any equity in the other party and to terminate any
      further obligations between them, including, but not limited to the put options
      we granted as part of the acquisition and any employment agreements between
      us
      and the principals of Bodegas.




**Results
      of Operations**




**Fiscal
      2005 Compared to Fiscal 2004**




Comparison
      of Results for the Fiscal Year Ended December 31, 2005 to the Fiscal Year Ended
      December 31, 2004.




Revenues




Revenues
      for the fiscal year ended December 31, 2005, were approximately $12,649,000.
      We
      had revenues of approximately $2,868,000 for the fiscal year ended December
      31,
      2004. This is an increase of approximately $9,781,000 or 341%. In 2005, the
      majority of our revenue resulted from our acquisition of Viansa, which
      contributed $9,587,000 to revenue during the partial year from its acquisition
      in July, 2005. In 2004, the majority of our revenue resulted from sales of
      wines
      and custom services events at our joint venture, KKLLC.




The
      following table sets forth the net revenues (in thousands of dollars) by
      operating segment of the Company in 2005 and 2004.




**Fiscal
                2005 Compared to Fiscal 2004**Revenues,
                Net*Subsidiary:*
            
            Ownership
            
            2005
            
            2004
            
            /Decrease360
                Global Wine Company
            
            
            100
            %
            $
            512
            
            $
            941
            
            
            -57
            %360
                Viansa LLC
            
            
            100
            %
            
            9,587
            
            
            n/aKKLLC
            
            
            50
            %
            
            2,550
            
            
            1,927
            
            
            52
            %$
            12,649
            
            $
            2,868
            
            
            341
            %







Cost
        of
        Goods Sold
  Cost
        of
        goods sold for the fiscal year ended December 31, 2005, were approximately
        $9,017,000, compared to approximately $2,558,000 in the prior fiscal year.
        This
        is an increase of approximately $6,459,000 or 244%. The
        increase in cost of goods sold is almost exclusively due to the Company’s
        acquisition of Viansa. Even with this expansion, the 244% increase in cost
        of
        goods sold from 2004 to 2005 expanded considerably more slowly than the 341%
        increase in revenues; allowing for improved gross profit and margin in fiscal
        2005 when compared to 2004.




Gross
      Profit and Gross Margin




Gross
      profit of approximately $3,632,000 in fiscal 2005 compared favorably with gross
      profit of approximately $310,000 in the prior year. This improvement in gross
      profit was due to the acquisition of Viansa, which helped add approximately
      $4,792,000 or 546% in fiscal 2005 versus 2004.




Gross
      margin in fiscal 2005 was approximately 28.7%, up from 10.8% in the prior year.
      This represents the addition of 1,790 basis points to gross margin as the
      Company’s gross margin model migrates from the lower margins experienced on a
      predominantly distribution and remarketing business model to the higher margins
      of a wine producer and vertically-integrated distributor.




Sales
      and
      Marketing Expense




Sales
      and
      marketing expenses for the fiscal year ended December 31, 2005 were
      approximately $3,756,000. This is up $1,865,000 or 50% from the $1,890,000
      in
      sales and marketing expenditures recorded in the prior fiscal year. While sales
      and marketing expense in 2004 were a result of the Company’s establishment,
      building, and funding of its sales and marketing team; these expenses in fiscal
      2005 were largely due to the ongoing selling and distribution costs associated
      with the Company’s acquisition of Viansa.




General
      and Administrative Expense




General
      and administrative expenses for the fiscal year ended December 31, 2005 were
      approximately $5,734,000. This is up $1,526,000 or 36% from the $4,207,000
      in
      general and administrative expenditures recorded in the prior fiscal year.
      Our
      general and administrative expenses for the year ended December 31, 2004 were
      attributable to costs associated with establishing, building, and supporting
      our
      infrastructure, and included various consulting costs, legal and accounting
      fees, overhead, and salaries. In the year ended December 31, 2005, general
      and
      administrative costs were more closely associated with the operation and
      administration of Viansa.




Acquisition-Related
      Integration Costs




While
      the
      Company almost certainly experienced acquisition-related integration costs
      for
      2005 and 2004 associated with its purchase of Viansa, and KKLLC, respectively,
      the Company does not isolate or track these costs separately from its
      normally-occurring, day-to-day expenses. Acquisition-related integration costs
      most likely included employee related costs and the costs of facilities and
      other one-time costs.




Stock
      Compensation Expense




During
      the year ended December 31, 2005, our Board of Directors authorized the issuance
      of shares of our restricted common stock to various consultants and employees
      in
      lieu of cash payments and in conjunction with various debt financing and
      refinancing undertaken during 2005. Based upon the common stock trading price
      at
      the times of issuance, and FASB rules, we were required to incur non-cash
      expenses of approximately $3,737,000 for the issuance of these shares during
      the
      year ended December 31, 2005 and $1,939,000 for the issuance of these shares
      during the year ended December 31, 2004.









Loss
      on Divestment in Subsidiary




During
      the year ended December 31, 2004, the Company divested it’s investment in
      Argentina. The expense related to that divestment was approximately
      $2,621,000.




Deferred
      Financing Costs




During
      the year ended December 31, 2005, the Company registered $895,000 of deferred
      financing costs associated with its notes payable. Costs
      incurred in connection with the issuance of debt or equity are deferred and
      amortized on the interest rate method over the term of the related debt or
      financing. Amortization is included in interest expense. Current deferred
      financing costs were approximately $895,000 as of December 31,
      2005.




Operating
      Income (Loss)




During
      fiscal 2005, the Company experienced a lower operating loss on higher revenues.
      Operating losses in fiscal 2005 were $9,595,000 , or 76% of revenue, versus
      losses of $10,347,000, or 361% of revenue in the prior fiscal year. This
      represented an 7% improvement in the operating losses experienced by the
      Company, due to the expansion of its gross margin, offset by the increased
      spending in operations in 2005 versus 2004.




Interest
      and Other Expense, Net




We
      had
      interest income of approximately $1,000 for the fiscal year ended December
      31,
      2005. For the fiscal year ended December 31, 2004, we had interest income of
      approximately $30,000. This represents a decrease in interest income of
      approximately $29,000 or 96%.




Interest
      expense for the fiscal year ended December 31, 2005 was approximately $6,964,000
      , due to various notes payable and interest on outstanding payables. The
      interest expense for the fiscal year ended December 31, 2004 was approximately
      $3,522,000 attributable to various notes payable and interest on outstanding
      payables. This represents an increase in interest expense of $3,442,000 or
      97%.




The
      gain
      (loss) on currency transactions was immaterial.




Exclusive
      of interest income and expense, we had net other expense of approximately
      $2,347,000 for the year ended December 31, 2005 and approximately $241,000
      for
      the year ended December 31, 2004. In
      2005
      this was due in part to a $400,000 legal settlement paid to California Wine
      Company by the Company, $1,630,000 of wine inventory write downs at our Viansa
      subsidiary and $315,000 in inter-company adjustments.




Minority
      Interest




Minority
      interest in the consolidated loss was approximately $2,722,000 for the year
      ended December 31, 2005 compared to $880,000 in fiscal 2004. This minority
      interest was a result of our joint venture subsidiary KKLLC.




Provision
      for Income Taxes




The
      Company currently makes no provision for income taxes due to its ongoing net
      loss status.




Net
      Income




As
      a
      result of the above, the net loss for the year ended December 31, 2005, was
      approximately $16,182,000 as compared to a net loss of approximately $13,201,000
      for the year ended December 31, 2004.




**Liquidity
      and Capital Resources**




General




Since
      inception, we have financed our operations through the sale of common stock,
      the
      issuance of promissory notes; and convertible, exchangeable debentures, many
      of
      these with detachable warrants.









Operating
      Activities




Cash
      used
      in operating activities for the year ended December 31, 2005 was approximately
      $14,022,000. The use of cash during 2005 was primarily to fund our operating
      loss and to increase inventories.




Financing
      Activities




Cash
      provided from financing activities for the year ended December 31, 2005 was
      approximately $9,577,000. The cash provided from financing activities was
      primarily a result of the proceeds from notes issued during the
      year.




Investing
      Activities




Cash
      used
      in investing activities was approximately $4,514,000, the majority of which
      is
      the acquisition of Viansa.




Debt




The
      Company is in arrears with certain interest payments under the Laurus notes.
      As
      of December 31, 2005, the Company owes Laurus $2,193,000, which represents
      two
      unpaid monthly interest payments plus default interest. Laurus has not formally
      declared an event of default, but is not precluded from doing so in the
      future.




The
      Company is in arrears with certain interest payments under the $20 million
      Metropolitan Life note, secured by the KKLLC property. As of December 31, 2005,
      the Company owes Metropolitan Life $1,300,000 in interest and
      penalties.




At
      December 31, 2005, we had a cash balance of approximately $131,332.




There
      is
      no assurance that we will ever achieve or to maintain positive cash flow.
      Additionally, we are in default on our short-term notes payable, aggregating
      $3,883,000 in principal, interest and penalties. An Order for Summary Judgment
      has been granted in favor of plaintiffs with respect to $561,0000 in principal
      of the notes payable discussed above, plus interest from October 15, 2005.
      As a
      result, we will be required to raise substantial amounts of cash during the
      next
      twelve months. There can be no assurance that we will be successful in our
      efforts and any failure to raise such funds, on terms and schedules and in
      amounts, acceptable to the Company, would have a material negative effect on
      our
      business and operations. However, the Company is currently in negotiations
      with
      several investors and has recently filled senior management positions in an
      effort to enhance the Company's performance through securing such funds and
      strengthening the Company's presence in the marketplace.




**Contractual
      Obligations and Commitments**




The
      Company incurs certain contractual obligations and commitments from time to
      time
      in the normal course of business. Included in these obligations are typically:
      (1) leasing or mortgage obligations, (2) employment agreements, (3) sales,
      marketing, distribution and licensing agreements, and (4) anticipated costs
      of
      litigation, all of which are discussed in more detail in this Annual Report
      on
      Form 10-KSB in the Notes to the provided financial statements.




There
      were no material amounts accrued into the Company’s financial statements for (2)
      employment agreements, and (3) sales, marketing, distribution and licensing
      agreements.




Current
      amounts accrued into the Company’s financial statements for (4) anticipated
      costs of litigation as of year end were:









As
                  of December 31, 2005Wall
                  Street Communications Suit
              
              $
              0Guy
                  Buffet Suit
              
              $
              43,000Jon
                  Sebastiani Suit
              
              $
              104,000Longview
                  Fund Suit
              
              $
              0Gryphon
                  Master Fund Suit
              
              $
              0Beanstalk
                  / Andy Warhol Suit
              
              $
              315,000Aaron
                  Fein Suit
              
              $
              75,000Anticipated
                  costs of litigation
              
              $
              537,000




**Equity
      Offerings**




The
      Company is in the process of filing an amendment to its registration statement
      on Form SB-2 registering the resale certain securities.




Deferred
      Financing Costs




Costs
      incurred in connection with the issuance of debt or equity are deferred and
      amortized on the interest rate method over the term of the related debt.
      Amortization is included in interest expense. Current deferred financing costs
      were $895,000 as of December 31, 2005.




**Capital
      Expenditures**




Capital
      expenditures in the fiscal year ended December 31, 2005 were $6,326,000 compared
      to capital expenditures of $27,000 in the prior fiscal year, due primarily
      to
      the Company’s acquisition of Viansa.




**Off-Balance
      Sheet Arrangements**




We
      do not
      have any off-balance sheet arrangements.




**Cautionary
      Information Regarding Forward-Looking Statements**




Under
      the
      Private Securities Litigation Reform Act of 1995, companies are provided with
      a
“safe harbor” for making forward-looking statements about the potential risks
      and rewards of their strategies .
      Some of
      the statements contained in this Annual Report on Form 10-KSB are
      forward-looking statements about 360 Global Wine Company, including but not
      limited to those specifically identified as such, that involve risks and
      uncertainties. The statements contained in this Annual Report on Form 10-KSB
      that are not purely historical are forward looking statements within the meaning
      of Section 27A of the Securities Act and Section 21E of the Exchange Act,
      including, without limitation, statements regarding our expectations, beliefs,
      intentions or strategies regarding the future. In some cases, you can identify
      forward-looking statements by terminology such as "may," "will," "should,"
      "expects," "plans," "anticipates," "believes," "estimates," "predicts,"
      "potential" or "continue" or the negative of these terms or other comparable
      terminology.




Our
      ability to achieve our goals depends on many known and unknown risks and
      uncertainties, including risks and uncertainties specific to our Company, our
      industry, and changes in general economic and business conditions. These factors
      could cause our actual performance and results to differ materially from those
      described or implied in forward-looking statements. Although we believe that
      the
      expectations reflected in the forward-looking statements are reasonable, we
      cannot guarantee future results, levels of activity, performance or
      achievements. Moreover, neither we nor any other person can assume
      responsibility for the accuracy and completeness of such statements.




All
      forward-looking statements included in this Annual Report on Form 10-KSB are
      based on information available to us on the date hereof, and we assume no
      obligation to update any such forward-looking statements, beyond those
      obligations required by law.









**Risk
      Factors**




Investing
      in our common stock involves a high degree of risk. Our auditors have expressed
      substantial doubt about our ability to continue as a going concern. This is
      due
      in large part to the Company’s history of significant operating losses and its
      previous securing of operating capital through the sale of its securities.
      Currently, the growth and success of our business depends largely upon obtaining
      future financings, without which we may not have the necessary capital to
      continue our business.




The
      risks
      and uncertainties described below are not the only ones we may face. Additional
      risks and uncertainties not currently known to us or that we currently deem
      immaterial may also adversely affect our business, financial condition, and/or
      operating results. If any of the following risks, or any other risks not
      described below, actually occur, it is likely that our business, financial
      condition, and operating results could be seriously harmed. As a result, the
      trading price of our common stock could decline and you could lose part or
      all
      of your investment.




**Risks
      Relating to Our Business**




Indebtedness




The
      premium wine industry is a capital-intensive business, which requires
      substantial capital expenditures to develop and acquire vineyards and to improve
      or expand wine production. The
      Company has incurred substantial indebtedness to finance its acquisitions to
      date and may incur substantial additional indebtedness in the future to finance
      further acquisitions or for other purposes. The Company’s ability to satisfy its
      debt obligations outstanding from time to time will depend upon the Company’s
      future operating performance, which is subject to prevailing economic
      conditions, levels of interest rates and financial, business and other factors,
      many of which are beyond the Company’s control. Historically, the Company’s cash
      flow from operations has been insufficient to meet all of its debt service
      and
      capital requirements. There can be no assurance in the future that the Company’s
      cash flow from operations will be sufficient to meet all of its debt service
      requirements or to fund its capital expenditure requirements.




Debt
      Service




The
      Company’s current and future debt service obligations and covenants could have
      important consequences. These consequences include, or may include, the
      following:





§
            the
                Company’s ability to obtain financing for future working capital needs or
                acquisitions or other purposes may be limited;§
            a
                significant portion of the Company’s cash flow from operations will be
                dedicated to the payment of principal and interest on its indebtedness,
                thereby reducing funds available for operations, expansion;


§
            the
                Company’s ability to conduct its business could be limited by restrictive
                covenants; and§
            the
                Company may be more vulnerable to adverse economic conditions than
                less
                leveraged competitors and, thus, may be limited in its ability to
                withstand competitive pressures.




*Investor
      Right to Declare Default*




Although
      we have recently secured financing from two of our key investors - Gryphon
      Master Fund and Laurus Master Fund, Ltd. -- in an amount of up to $34.5 million
      strict penalty provisions are attached to the funds and if we default we may
      lose some or all of our assets and be responsible for default payments.




If
      we
      default in our obligations under secured notes, the holders of such notes -
      Gryphon and Laurus -- may declare us in default and will become entitled to
      relief. *Specifically:*




§
            We
                entered into a Security and Purchase Agreement with Laurus Master
                Fund,
                Ltd. on July 7, 2005, pursuant to which we issued to Laurus a convertible
                term note in the principal amount of $34.5 million and a revolving
                note
                equal to up to $3 million. As of March 31, 2006, the Company is in
                arrears
                with certain interest payments under the notes. Laurus has not formally
                declared an event of default. If Laurus declares an event of default,
                it
                has the option to demand repayment in full of all outstanding loans,
                whether or not otherwise due and, until all such loans are fully
                satisfied, it retains a first security lien in almost all of our
                property
                and assets, as well as our subsidiaries' property and assets, to
                which it
                can take immediate possession.







§
            In
                connection with our senior secured convertible note financing in
                April
                2004, we issued a 7.5% Senior Secured Convertible Note due April
                21, 2006
                in the principal amount of $5.5 million. The note is secured by a
                lien and
                pledge of all of the assets of the Company. The terms of the note
                required
                that the shares underlying the warrants and conversion rights be
                subject
                to a registration statement to be filed by April 30, 2004 and declared
                effective by June 15, 2004. The specified registration statement
                has not
                been completed as of March 31, 2006. Our current failure to meet
                these
                requirements puts the note in default and gives Gryphon the right
                to
                demand immediate payment of the $5 million principal, any accrued
                interest
                and liquidated damages equal to 25% of outstanding principal. Although
                Gryphon has agreed for the present time to waive this default, there
                is no
                assurance that they will not demand payment in the
                future.




Our
      auditors have expressed substantial doubt about our ability to continue as
      a
      going concern. If we are unable to secure necessary financing with favorable
      terms, or if at all, we will not have the funds to continue to produce, market
      and sell our products.




*Liquidity
      and Cash Flow*




The
      Company has a long history of illiquidity, including no history of positive
      cash
      flow from operations. At December 31, 2005, we had a cash balance of $131,332.
      There can be no guarantee that, in the future, the Company will be able to
      generate sufficient cash flow, either from operations or financing activities,
      to meet its obligations or liquidity requirements. If we are unable to meet
      these obligations and requirements, we
      will
      not have the funds to continue to produce, market and sell our
      products.




Acquisition
      and Joint Venture Strategies May Not Be Successful




The
      Company has made a number of acquisitions, including the recent acquisitions
      of
      Viansa and a 50% interest in Kirkland, and anticipates that it will in future
      acquire additional businesses, assets or securities of companies that the
      Company believes would provide a strategic fit with its business. In addition,
      the Company has entered into a joint venture (Kirkland) and may enter into
      additional joint ventures. Acquired businesses will need to be integrated with
      the Company’s existing operations. There can be no assurance that the Company
      will effectively assimilate the business or product offerings of acquired
      companies into its business or product offerings. Acquisitions are also
      accompanied by risks such as potential exposure to unknown liabilities of
      acquired companies and the possible loss of key employees and customers of
      the
      acquired business. Acquisitions are subject to risks associated with the
      difficulty and expense of integrating the operations and personnel of the
      acquired companies, the potential disruption to the Company’s business and the
      diversion of management time and attention. The Company shares control of its
      joint ventures and, therefore, there is the risk that the Company’s joint
      venture partners may at any time have economic, business or legal interests
      or
      goals that are inconsistent with those of the Company or the joint venture.
      There is also risk that the Company’s joint venture partners may be unable to
      meet their economic or other obligations and that the Company may be required
      to
      fulfill those obligations alone. The Company’s failure or the failure of an
      entity in which the Company has a joint venture interest to adequately manage
      the risks associated with any acquisitions or joint ventures could have a
      material adverse effect on the Company’s financial condition or results of
      operations. There can be no assurance that any of the Company’s acquisitions or
      joint ventures will be profitable.




*Integration
      Issues*




We
      have
      experienced significant difficulty in integrating the management of Kirkland
      Ranch, with whom we share operating responsibility at our joint venture, KKLLC.
      Differences have arisen as to management style and practices and as to future
      goals for the joint venture. Often we have found that the goals of the Kirkland
      Ranch are not aligned with those of our own management. This situation has
      resulted in, among other things, difficulty in integrating systems and controls,
      difficulty in setting goals and objectives and difficulty in agreeing to terms
      with potential investors.









We
      have
      experienced similar difficulties in integrating the management of Viansa, whom
      we acquired in July of 2005. Differences have arisen as to management style
      and
      practices and as to future goals for this subsidiary. Often we have found that
      the goals of Viansa are not aligned with those of our own management. This
      situation has also resulted in, among other things, difficulty in integrating
      systems and controls, difficulty in setting goals and objectives and difficulty
      in agreeing to terms with potential investors.




Although
      we have taken steps to more fully integrate the operations and to create greater
      trust and cooperation between our management, that of the Kirkland Ranch, and
      the management of Viansa, there can be no guarantee that such efforts will
      be
      successful. If the current difficulties continue or increase it could have
      a
      material negative impact on our business and operations. It is a critical
      component of the Company’s Growth Strategy to seek out and execute favorable
      acquisitions. Each of our existing acquisitions, as well as any potential future
      acquisitions, present considerable risks in their integration. If not integrated
      successfully, this aspect of our strategy may cause operational inefficiencies
      or stoppages due to: system incompatibility; poor communications; disagreements
      as to goals, objectives, and methods; missed deadlines; missed opportunities
      to
      acquire critical supplies and/or inventories; and degraded financial
      performance.




Key
      Personnel




We
      are
      dependent on certain key existing and future personnel, without whom the Company
      will not run as efficiently as it has in the past.




Our
      success will depend, to a large degree, upon the efforts and abilities of our
      officers and key management employees such as Joel Shapiro, our Chief Executive
      Officer, and Lynn Fetterman, our Chief Financial Officer and Chief Operating
      Officer. The loss of the services of either of these employees could have a
      material adverse effect on our operations. Mr. Shapiro has experience in the
      finance industry and has been with us since our reverse acquisition of Tech-net
      Communications on August 1, 2003, which gives him unmatched knowledge about
      our
      Company's history. Mr. Fetterman has finance, accounting and business experience
      in the wine and foodservice industries. We do not currently maintain key man
      life insurance on any of our key employees.




In
      addition, as our business plan is implemented, we will need to recruit and
      retain additional management and key employees in virtually all phases of our
      operations. Key employees will require a strong background in the wine industry
      and we cannot assure that we will be able to successfully attract and retain
      such key personnel. If, for any reason our current key employees leave our
      employ and we are unable to retain comparable replacements, we will lack a
      strong management team and that could lead to a temporary or permanent breakdown
      of operations.




Competition




The
      premium table wine industry is intensely competitive and highly fragmented.
      Our
      wines may compete in the premium wine market segments with many other premium
      domestic and foreign wines. Our wines may also compete with popular-priced
      generic wines and with other alcoholic and, to a lesser degree, non-alcoholic
      beverages, for shelf space in retail stores and for marketing focus by our
      independent distributors, many of which carry extensive brand portfolios. Being
      a fairly new and smaller company than many of our competitors who have greater
      financial, technical, marketing and public relations resources than we presently
      do, may put us at a disadvantage. Our sales may be harmed to the extent we
      are
      not able to compete successfully against such wine or alternative beverage
      producers.







Performance
        of Wholesale Distributors, Major Retailers, and Chains


In
        the
        United States, the Company sells its products principally to wholesalers
        for
        resale to retail outlets including grocery stores, package liquor stores,
        club
        and discount stores and restaurants. The replacement




Price
      Fluctuations and Availability of Raw Materials




We
      are
      dependent on third parties for supply of our products and if we are not able
      to
      maintain good working relationships with these parties or enter into new third
      party agreements, we may not be able to meet our distribution and sale goals.




We
      currently own two vineyards with the facilities for wine production. However,
      the Company primarily markets and distributes wines produced by third parties
      under our own label, or the label of such third party producers. Except for
      any
      contractual rights and remedies that the Company may have with such producers,
      we have no control over the availability of products, their quality or cost.
      If
      for any reason we are unable to maintain or acquire new relationships with
      third
      party producers on commercially acceptable terms, we may not be able to
      distribute our products as planned. If we encounter delays or difficulties
      with
      contract producers in producing or packaging our products, the distribution,
      marketing and subsequent sales of these products would be adversely affected,
      and we may have to seek alternative sources of supply or abandon or sell product
      lines on unsatisfactory terms. The Company may not be able to enter into
      alternative supply arrangements on commercially acceptable terms, if at all.
      There can be no assurance that the producers that the Company has engaged will
      be able to provide sufficient quantities of these products or that the products
      supplied will meet with 360 Global Wine's specifications. In fact, the Company
      is currently, actively seeking additional sources of supply to meet its
      anticipated sales opportunities in the coming year.




*Seasonality*




Our
      industry is subject to seasonal as well as quarterly fluctuations in revenues
      and operating results. Sales volume tends to increase during summer months
      and
      the holiday season and decrease after the holiday season. As a result, our
      sales
      and earnings are likely to be highest during the fourth calendar quarter and
      lowest in the first calendar quarter. This and other factors may cause
      fluctuations in the market price of our common stock.




*Agricultural
      Risks*




Various
      diseases, pests, fungi, viruses, drought, frosts and certain other weather
      conditions can affect the quality and quantity of grapes available, decreasing
      the supply of our products and negatively impacting profitability. Many
      California vineyards have been infested in recent years with phylloxera.
      Although we intend to work towards limiting the risk from phylloxera, there
      can
      be no assurance that the vineyards owned or utilized by the producers with
      whom
      we have contracted, or future vineyards that we may acquire, will not become
      susceptible to current or new strains of phylloxera. Pierce's Disease is a
      vine
      bacterial disease that has been in California for more than 100 years. It kills
      grapevines and there is no known cure. Small insects called sharpshooters spread
      this disease. A new strain of the sharpshooter, the glassy winged, was
      discovered in Southern California and is believed to be migrating north. The
      agricultural industry is actively trying to control this pest and is making
      every reasonable effort to prevent an infestation in vineyards. We cannot,
      however, guarantee that our current producers will succeed in preventing
      contamination in existing vineyard or that we will succeed in preventing
      contamination in future vineyards we may acquire. Future government restrictions
      regarding the use of certain materials used in grape growing may increase
      vineyard costs and/or reduce production. Grape growing also requires adequate
      water supplies. A substantial reduction in water supplies could result in
      material losses of grape crops and vines, which could lead to a shortage of
      our
      product supply.









*Ability
      to Acquire High-Quality Grapes*




The
      adequacy of ** our
      grape
      supply is influenced by consumer demand for wine in relation to industry-wide
      production levels. While we believe that we can secure sufficient regular
      supplies of grapes from a combination of acquisitions and from grape supply
      contracts with independent growers, we cannot be certain that grape supply
      shortages will not occur. A shortage in the supply of wine grapes could result
      in an increase in the price of some or all grape varieties and a corresponding
      increase in our wine production costs. An increase in production cost could
      lead
      to an increase in our wine prices, which may ultimately have a negative effect
      on our sales. Depending upon our independent growers and acquisitions, a
      shortage in grape supply could have a stronger effect on our Company than our
      competitors. Since wine is our only product at this time, a shortage like the
      one described above would harm our business.




*Oversupply*




Current
      trends in the domestic and foreign wine industry point to rapid plantings of
      new
      vineyards and replanting of old vineyards to greater densities, with the
      expected result of significantly increasing the worldwide supply of premium
      wine
      grapes and the amount of wine which will be produced in the future. This
      increase in grape production has resulted in an excess of supply over demand
      and
      has forced wineries to reduce, or maintain prices without the ability to
      increase them. A reduction in our wine prices could have a material adverse
      effect on our sales and overall business. Specifically, reduced grape prices
      could result in a greater number of wine companies and increased competition
      for
      our product.




Class
      Action or Other Litigation




Class
      action or other litigation relating to alcohol abuse or the misuse of alcohol
      could adversely affect the Company’s business. There
      has
      been increased public attention directed at the beverage alcohol industry,
      which
      the Company believes is due to concern over problems related to alcohol abuse,
      including drinking and driving, underage drinking and health consequences from
      the misuse of alcohol. Several beverage alcohol producers have been sued in
      several courts regarding alleged advertising practices relating to underage
      consumers. If there are adverse developments in these or similar lawsuits or
      there is a significant decline in the social acceptability of beverage alcohol
      products that results from these lawsuits, the Company’s business could be
      materially adversely affected.




Trademarks,
      Brands, and Other Intellectual Property




Our
      wines
      are branded consumer products. Our ability to distinguish our brand name from
      those of our competitors depends, in part, on the strength and vigilant
      enforcement of our brand name. Competitors may use trademarks, trade-names
      or
      brand names that are similar to those we use, thereby weakening our intellectual
      property rights. If our competitors infringe on our rights, we may have to
      litigate in order to protect such rights. Litigation may result in significant
      expense and divert our attention from business operations. In addition, we
      cannot assure you that we would be successful in protecting our
      rights.




Contamination




Because
      our products are designed for human consumption, our business is subject to
      certain hazards and liabilities related to food products, such as contamination.
      A discovery of contamination in any of our wines, through tampering or
      otherwise, could result in a recall of our products. Any such recall would
      significantly damage our reputation for product quality, which we believe is
      one
      of our principal competitive assets, and could seriously harm our business
      and
      sales. Although we maintain insurance to protect against such risks, we may
      not
      be able to maintain such insurance on acceptable terms and such insurance may
      not be adequate to cover any resulting liability. Therefore, if our products
      are
      recalled and we do not have adequate insurance coverage, our business will
      suffer a significant loss of sales and profit, as well as capital to cover
      the
      difference in the liability cost.









**Risks
      Relating to Our Industry or Area of Operation**




Excise
      Taxes




In
      the
      United States, and other countries in which the Company may operate, the Company
      is subject to imposition of excise and other taxes on beverage alcohol products
      in varying amounts which have been subject to change. Significant increases
      in
      excise or other taxes on beverage alcohol products could materially and
      adversely affect the Company’s financial condition or results of operations.
      Recently, many states have considered proposals to increase, and some of these
      states have increased, state alcohol excise taxes. New or increased licensing
      fees, requirements or taxes could also have a material adverse effect on the
      Company’s financial condition or results of operations.




Government
      Regulations




In
      addition, the beverage alcohol products industry is subject to extensive
      regulation by federal, state, local and foreign governmental agencies concerning
      such matters as licensing, trade and pricing practices, permitted and required
      labeling, advertising and relations with wholesalers and retailers. Certain
      federal and state regulations also require warning labels and signage. Any
      acquisition of new vineyards or wineries may be limited by present and future
      zoning ordinances, environmental restrictions and other legal requirements.
      In
      addition, new regulations or requirements could reduce our profits. Future
      legal
      challenges to the industry, either individually or in the aggregate, could
      harm
      our business if they mandate documents to continue our business and we are
      unable to obtain such documents.




Decline
      in Consumption or Public Opinion Regarding Alcohol




Although
      since 1995 there have been modest increases in consumption of beverage alcohol,
      there have been periods in the past in which there were substantial declines
      in
      the overall per capita consumption of beverage alcohol products in the United
      States and other markets in which the Company participates. A limited or general
      decline in consumption in one or more of the Company’s product categories could
      occur in the future due to a variety of factors, including:




§
            a
                general decline in economic conditions;§
            increased
                concern about the health consequences of consuming beverage alcohol
                products and about drinking and driving;


§
            a
                trend toward a healthier diet including lighter, lower calorie beverages
                such as diet soft drinks, juices and water products;§
            the
                increased activity of anti-alcohol consumer groups; and


§
            increased
                federal, state or foreign excise or other taxes on beverage alcohol
                products.





Currency
      and Interest Rate Fluctuations and Geopolitical Uncertainty




We
      conduct some of our business in foreign currencies.  We previously owned
      and operated a winery in Argentina and currently own a majority interest in
      a
      sales and marketing business in Australia, which formerly exported Australian
      sourced wines.  As part of our plans to acquire other businesses we may
      expand our operations to other countries, operate those businesses in
      foreign currencies, and export goods from the United States of
      America.   While the Company’s current foreign exchange exposure is
      immaterial, we expect the volume of international transactions to increase,
      which may increase our exposure to future exchange rate fluctuations. There
      is a
      risk that a shift in certain foreign exchange rates or the imposition of
      unforeseen and adverse political instability and/or trade regulations could
      adversely impact our costs of in the future.









**ITEM
      7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.**




**Report
      of Independent Registered Public Accounting Firm**




To
      the
      Board of Directors and Stockholders of


360
      Global Wine Company (Formerly Knightsbridge Fine Wines, Inc.)


Napa,
      California





We
      have
      audited the accompanying consolidated balance sheet of 360 Global Wine Company
      (Formerly Knightsbridge Fine Wines, Inc.) as of December 31, 2005 and the
      related consolidated statements of operations, comprehensive income,
      stockholders’ equity and cash flows for the year then ended. 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. The financial statements of 360 Global Wine Company (Formerly
      Knightsbridge Fine Wines, Inc.) as of December 31, 2004, were audited by other
      auditors whose report was dated May 5, 2005, and expressed a qualified opinion
      as to its continuing as a going concern on those statements.




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. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the consolidated
      financial statements. An audit also includes 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 consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of 360 Global
      Wine
      Company (Formerly Knightsbridge Fine Wines, Inc.) as of December 31, 2005,
      and
      the results of its operations and its cash flows for the year then ended in
      conformity with accounting principles generally accepted in the United States
      of
      America.




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 11 to the financial
      statements, the Company has suffered significant losses and will require
      additional capital to develop its business until the Company either (1) achieves
      a level of revenues adequate to generate sufficient cash flows from operations;
      or (2) obtains additional financing necessary to support its working capital
      requirements. These conditions raise substantial doubt about the Company’s
      ability to continue as a going concern. Management’s plans in regard to these
      matters are also described in Note 11. The financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.




David
      S.
      Hall, P.C.





Dallas,
      Texas


March
      18,
      2006




**Report
      of Independent Registered Public Accounting Firm**




To
      the
      Board of Directors


360
      Global Wine Company (Formerly Knightsbridge Fine Wines, Inc.)


Napa,
      California





We
      have
      audited the accompanying consolidated balance sheet of 360 Global Wine Company
      (Formerly Knightsbridge Fine Wines, Inc.) as of December 31, 2004, and the
      related consolidated statements of operations, stockholders’ equity, and cash
      flows for the year then ended. These consolidated 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. An audit includes examining on
      a
      test basis, evidence supporting the amount and disclosures in the consolidated
      financial statements. An audit also includes 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 consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of 360 Global
      Wine
      Company (Formerly Knightsbridge Fine Wines, Inc.) as of December 31, 2004,
      and
      the results of its operations and its cash flows for the year then ended, in
      conformity with accounting principles generally accepted in the United States
      of
      America.




The
      accompanying consolidated financial statements have been prepared assuming
      that
      360 Global Wine Company (Formerly Knightsbridge Fine Wines, Inc.) will continue
      as a going concern. As discussed in Note 12 to the consolidated financial
      statements, 360 Global Wine Company (Formerly Knightsbridge Fine Wines, Inc.)
      has incurred losses of $13,201,462 for the year ended December 31, 2004. 360
      Global will require additional working capital to develop its business until
      360
      Global either (1) achieves a level of revenues adequate to generate sufficient
      cash flows from operations; or (2) obtains additional financing necessary to
      support its working capital requirements. These conditions raise substantial
      doubt about 360 Global’s ability to continue as a going concern. Management's
      plans in regard to this matter are also described in Note 15. The accompanying
      financial statements do not include any adjustments that might result from
      the
      outcome of these uncertainties.




Lopez,
      Blevins, Bork & Associates, LLP


Houston,
      Texas





March
      29,
      2006




**Management’s
      Annual Report on Internal Control Over Financial Reporting**




Management
      is responsible for establishing and maintaining an adequate system of internal
      control over financial reporting of the Company. This system is designed to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with accounting principles generally accepted in the United States of America.




The
      Company’s internal control over financial reporting includes those policies and
      procedures that (i) pertain to the maintenance of records that, in
      reasonable detail, accurately and fairly reflect the transactions and
      dispositions of the assets of the Company; (ii) provide reasonable
      assurance that transactions are recorded as necessary to permit preparation
      of
      financial statements in accordance with generally accepted accounting
      principles, and that receipts and expenditures of the Company are being made
      only in accordance with authorizations of management and directors of the
      Company; and (iii) provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use, or disposition of the
      Company’s assets that could have a material effect on the financial statements.




Because
      of its inherent limitations, a system of internal control over financial
      reporting can provide only reasonable assurance and may not prevent or detect
      misstatements. Further, because of changes in conditions, effectiveness of
      internal controls over financial reporting may vary over time. Our system
      contains self-monitoring mechanisms, and actions are taken to correct
      deficiencies as they are identified.




Management
      plans to conduct an evaluation of the effectiveness of the system of internal
      control over financial reporting based on the framework in Internal
      Control - Integrated Framework issued
      by
      the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.
      Based on this evaluation, management can then conclude whether the Company’s
      system of internal control over financial reporting is effective.









**Consolidated
      Balance Sheets**




360
                GLOBAL WINE COMPANY AND SUBSIDIARIESCONSOLIDATED
                BALANCE SHEETS(in
                thousands, except share and per share data)December
                31, 2005
            
            December
                31, 2004ASSETSCURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            131
            
            $
            80Accounts
                receivable, net
            
            
            553
            
            
            155Inventories
            
            
            20,505
            
            
            5,607Prepaid
                interest
            
            
            -
            
            
            1,093Other
                prepaid expenses
            
            
            748
            
            
            128Total
                current assets
            
            
            21,937
            
            
            7,063PROPERTY
                AND EQUIPMENT, net
            
            
            53,768
            
            
            38,474GOODWILL
            
            
            29
            
            
            29OTHER
                ASSETS, net
            
            
            6,303
            
            
            326DEFERRED
                FINANCING COSTS
            
            
            895
            
            
            1,239Total
                assets
            
            
            82,932
            
            
            47,131LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIES:Accounts
                payable - trade
            
            
            6,672
            
            
            2,064Accounts
                payable - affiliated entity
            
            
            363
            
            
            391Notes
                payable to banks
            
            
            1,672
            
            
            2,174Notes
                payable to affiliated entities
            
            
            2,250
            
            
            2,250Accrued
                interest expense
            
            
            1,958
            
            
            140Other
                accrued expense and liabilities
            
            
            949
            
            
            198Total
                current liabilities
            
            
            13,864
            
            
            7,217LONG-TERM
                DEBT, less current maturities
            
            
            67,818
            
            
            22,046Total
                liabilities
            
            
            81,682
            
            
            29,263MINORITY
                INTEREST
            
            
            13,896
            
            
            15,917STOCKHOLDERS'
                EQUITYCommon
                stock, $0.001 par value, 100,000,000 shares authorized; 59,131,000
                outstanding as of December 31, 2005
            
            
            59
            
            
            41Subscription
                receivable
            
            
            (19
            )
            
            (19
            )Additional
                paid in capital
            
            
            21,783
            
            
            20,216Accumulated
                other comprehensive income
            
            
            (6
            )
            
            (6
            )Deficit
                accumulated
            
            
            (34,463
            )
            
            (18,281
            )Total
                stockholders' equity
            
            
            (12,646
            )
            
            1,951Total
                liabilities and stockholders' equity
            
            
            82,932
            
            
            47,131









**Consolidated
      Statements of Income**




360
                GLOBAL WINE COMPANY AND SUBSIDIARIESCONSOLIDATED
                STATEMENTS OF OPERATIONS(in
                thousands, except share and per share data)December
                31, 2005
            
            December
                31, 2004REVENUES
            
            $
            12,649
            
            $
            2,868COST
                OF GOODS SOLD
            
            
            9,017
            
            
            2,558Gross
                Profit
            
            
            3,632
            
            
            310SALES
                AND MARKETING
            
            
            3,756
            
            
            1,890GENERAL
                AND ADMINISTRATIVE
            
            
            5,734
            
            
            4,208STOCK
                COMPENSATION EXPENSE
            
            
            3,737
            
            
            1,939LOSS
                ON DIVESTMENT IN SUBSIDIARY
            
            
            -
            
            
            2,621TOTAL
            
            
            13,227
            
            
            10,657INCOME
                (LOSS) FROM OPERATIONS
            
            
            (9,595
            )
            
            (10,348
            )OTHER
                INCOME (EXPENSE):Interest
                Income
            
            
            1
            
            
            30Interest
                expense
            
            
            (6,964
            )
            
            (3,522
            )Other
                expense
            
            
            (2,340
            )
            
            (246
            )Other
                comprehensive income (loss)
            
            
            (7
            )
            
            4Other
                income (expense), net
            
            
            (9,310
            )
            
            (3,733
            )INCOME
                (LOSS) BEFORE MINORITY INTEREST
            
            
            (18,905
            )
            
            (14,081
            )MINORITY
                INTEREST
            
            
            2,723
            
            
            880NET
                LOSS
            
            
            (16,182
            )
            
            (13,201
            )SHARE
                DATA:Earnings
                per common share:Basic
            
            $
            (56.53
            )
            $
            (53.26
            )Diluted
            
            $
            (56.53
            )
            $
            (53.26
            )Weighted
                average common shares outstanding:Basic
            
            
            286,261
            
            
            247,873Diluted
            
            
            286,261
            
            
            247,873










**Consolidated
      Statements of Comprehensive Loss**




360
                GLOBAL WINE COMPANY AND SUBSIDIARIESCONSOLIDATED
                STATEMENTS OF COMPREHENSIVE LOSS(in
                thousands, except share and per share data)December
                31, 2005
            
            December
                31, 2004Net
                Loss
            
            
            
            
            $
            (16,182
            )
            $
            (13,201
            )Foreign
                currency translation adjustment
            
            
            
            
            
            (18
            )
            
            96Comprehensive
                loss
            
            
            
            
            
            (16,200
            )
            
            (13,105
            )









**Consolidated
      Statements of Changes in Stockholders’ Equity**




360
        GLOBAL WINE COMPANY & SUBSIDIARIES
 CONSOLIDATED
        STATEMENT OF CHANGE IN SHAREHOLDERS' EQUITY
 (In
        thousands, except share data, presented on an adjusted, post-reverse-split
        basis)
  Common
                    StockIssued
                
                
                (a)
                
                
                (b)
                
                
                (c)
                
                
                (d)
                
                
                (e)
                
                
                (f)
                
                
                TotalBalance
                    at January 1, 2002
                
                
                
                
                
                -
                
                $
                -
                
                
                
                
                
                
                
                
                
                
                $
                -
                
                $
                -
                
                $
                -Issuance
                    of Warrants:
                
                
                Compensation
                
                
                -
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                -Debt
                
                
                667
                
                
                
                
                
                
                
                
                
                
                $
                10
                
                
                
                
                
                
                
                $
                10Net
                    income (loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                (37
                )
                $
                (37
                )Comprehensive
                    income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                -Issuance
                    of Common Stock
                
                
                
                
                
                118,034
                
                $
                18
                
                $
                (18
                )
                
                
                
                
                
                
                
                
                
                
                
                
                $
                -Balance
                    at December 31, 2002
                
                
                
                
                
                118,700
                
                $
                18
                
                $
                (18
                )
                $
                -
                
                $
                10
                
                $
                -
                
                $
                (37
                )
                $
                (27
                )Issuance
                    of Warrants:
                
                
                Compensation
                
                
                4,100
                
                
                
                
                
                
                
                
                
                
                $
                -
                
                
                
                
                
                
                
                $
                -Debt
                
                
                12,352
                
                
                
                
                
                
                
                
                
                
                $
                3,506
                
                
                
                
                
                
                
                $
                3,506Issuance
                    of Unregistered Stock:
                
                
                Compensation
                
                
                45,366
                
                $
                7
                
                $
                (4
                )
                $
                (1,357
                )
                $
                3,900
                
                
                
                
                
                
                
                $
                2,547Debt
                
                
                47,522
                
                $
                7
                
                
                
                
                
                
                
                $
                2,535
                
                
                
                
                
                
                
                $
                2,543Amortization
                    of prepaid stock compensation
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                428
                
                
                
                
                
                
                
                
                
                
                $
                428Net
                    income (loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                (5,043
                )
                $
                (5,043
                )Comprehensive
                    income
                
                
                
                
                
                (467
                )
                $
                (0
                )
                $
                (0
                )
                
                
                
                
                
                
                $
                (103
                )
                
                
                
                $
                (103
                )Balance
                    at December 31, 2003
                
                
                
                
                
                227,574
                
                $
                32
                
                $
                (22
                )
                $
                (928
                )
                $
                9,951
                
                $
                (103
                )
                $
                (5,080
                )
                $
                3,850Issuance
                    of Warrants:
                
                
                Compensation
                
                
                9,552
                
                
                
                
                
                
                
                
                
                
                $
                126
                
                
                
                
                
                
                
                $
                126Debt
                
                
                20,370
                
                
                
                
                
                
                
                
                
                
                $
                1,740
                
                
                
                
                
                
                
                $
                1,740Issuance
                    of Unregistered Stock:
                
                
                Compensation
                
                
                9,340
                
                $
                1
                
                $
                3
                
                $
                (126
                )
                $
                (3,003
                )
                
                
                
                
                
                
                $
                (3,125
                )Debt
                
                
                2,800
                
                $
                0
                
                
                
                
                
                
                
                $
                807
                
                
                
                
                
                
                
                $
                807Other
                
                
                57,894
                
                $
                8
                
                
                
                
                
                
                
                $
                10,596
                
                
                
                
                
                
                
                $
                10,603Amortization
                    of prepaid stock compensation
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                1,054
                
                
                
                
                
                
                
                
                
                
                $
                1,054Net
                    income (loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                (13,201
                )
                $
                (13,201
                )Comprehensive
                    income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                97
                
                
                
                
                $
                97Balance
                    at December 31, 2004
                
                
                
                
                
                327,529
                
                $
                41
                
                $
                (19
                )
                $
                -
                
                $
                20,216
                
                $
                (6
                )
                $
                (18,281
                )
                $
                1,951Issuance
                    of Warrants:
                
                
                Compensation
                
                
                56,000
                
                
                
                
                
                
                
                
                
                
                $
                -
                
                
                
                
                
                
                
                $
                -Debt
                
                
                166,667
                
                
                
                
                
                
                
                
                
                
                $
                (0
                )
                
                
                
                
                
                
                $
                (0
                )Issuance
                    of Unregistered Stock:
                
                
                Compensation
                
                
                103,287
                
                $
                15
                
                
                
                
                
                
                
                $
                2,840
                
                
                
                
                
                
                
                $
                2,856Debt
                
                
                17,000
                
                $
                3
                
                
                
                
                
                
                
                $
                879
                
                
                
                
                
                
                
                $
                882Other
                
                
                100
                
                $
                0
                
                
                
                
                
                
                
                $
                (2,153
                )
                
                
                
                
                
                
                $
                (2,153
                )Amortization
                    of prepaid stock compensation
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                -Net
                    income (loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                (16,182
                )
                $
                (16,182
                )Comprehensive
                    income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                (0
                )
                
                
                
                $
                (0
                )Balance
                    at December 31, 2005
                
                
                
                
                
                670,583
                
                $
                59
                
                $
                (19
                )
                $
                -
                
                $
                21,783
                
                $
                (6
                )
                $
                (34,463
                )
                $
                (12,646
                )Issuance
                    of Unregistered Stock:
                
                
                Compensation
                
                
                3,229,300
                
                $
                3
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                3Debt
                
                
                473,334
                
                $
                0Authorized,
                    but unissued Unregistered Stock:
                
                
                
                
                
                3,107,143
                
                $
                3Balance
                    at March 31, 2006
                
                
                
                
                
                7,480,360
                
                $
                66
                
                $
                (19
                )
                $
                -
                
                $
                21,783
                
                $
                (6
                )
                $
                (34,463
                )
                $
                (12,639
                )
 (a)
                      Amount
                  
                  
                  (b)
                      Subscription receivable
                  
                  (c)
                      Prepaid stock compensation(d)
                      Additional Paid in capital
                  
                  
                  (e)
                      Cumulative Other Comprehensive Income (Loss)
                  
                  (f)
                      Accumulated deficit




**Consolidated
      Statements of Cash Flow**




360
                GLOBAL WINE COMPANY AND SUBSIDIARIESCONSOLIDATED
                STATEMENTS OF CASH FLOWS(in
                thousands, except share and per share data)December
                31, 2005
            
            December
                31, 2004Cash
                flows from operating activities:Net
                loss
            
            
            
            
            $
            (16,182
            )
            $
            (13,200
            )Adjustments
                to reconcile net loss to cash used in operating
                activities:Depreciation
                and amortization
            
            
            
            
            
            7,290
            
            
            1,243Bad
                debt expense
            
            
            
            
            
            (429
            )
            
            46non-cash
                interest expense
            
            
            
            
            
            1,193
            
            
            1,650Loss
                on divestiture in Subsidiary
            
            
            
            
            
            -
            
            
            2,621Stock
                compensation
            
            
            
            
            
            3,737
            
            
            1,939Minority
                interest in loss
            
            
            
            
            
            (2,722
            )
            
            (880
            )Change
                in affiliate
            
            
            
            
            
            701
            
            
            -Changes
                in current assets and liabilities:Accounts
                receivable
            
            
            
            
            
            (398
            )
            
            (16
            )Inventories
            
            
            
            
            
            (14,407
            )
            
            (851
            )Prepaid
                expenses
            
            
            
            
            
            791
            
            
            (252
            )Other
                current assets
            
            
            
            
            
            -
            
            
            (905
            )Accounts
                payable
            
            
            
            
            
            4,598
            
            
            1,103Accrued
                expenses
            
            
            
            
            
            2,570
            
            
            (116
            )Net
                cash used in operating activities
            
            
            
            
            
            (14,022
            )
            
            (7,618
            )Cash
                flows from investing activities:Investment
                in subsidiary
            
            
            
            
            
            -
            
            
            -Acquisition
                of KKLLC
            
            
            
            
            
            -
            
            
            317Acquisition
                of Viansa
            
            
            
            
            
            24,340
            
            
            -Acquisition
                of property and equipment
            
            
            
            
            
            (6,326
            )
            
            (5
            )Other
                assets
            
            
            
            
            
            (21
            )
            
            -Cash
                used in investing activities
            
            
            
            
            
            4,514
            
            
            312Cash
                flows from financing activities:Issuance
                of common stock
            
            
            
            
            
            -
            
            
            2,028Proceeds
                from notes payable
            
            
            
            
            
            45,457
            
            
            1,795Proceeds
                from issuance of warrants
            
            
            
            
            
            -
            
            
            -Repayment
                of note payable not representing unamortized discount
            
            
            
            
            
            (1,379
            )
            
            (109
            )Deferred
                financing costs
            
            
            
            
            
            -
            
            
            -Proceeds
                from affiliated entity
            
            
            
            
            
            -
            
            
            2,250Cash
                provided by financing activities
            
            
            
            
            
            9,577
            
            
            5,965Foreign
                currency translation effect
            
            
            
            
            
            (18
            )
            
            97Net
                decrease in cash
            
            
            
            
            
            51
            
            
            (1,245
            )Cash,
                beginning of period
            
            
            
            
            
            80
            
            
            1,325Cash,
                end of period
            
            
            
            
            
            131
            
            
            80SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:Income
                taxes paid
            
            
            
            
            
            2
            
            
            1Interest
                paid
            
            
            
            
            
            334
            
            
            20




**Notes
      to Consolidated Financial Statements**









**NOTE
      1. Basis of Presentation, Organization and Nature of
      Operations**




*Description
      of business*




360
      Global Wine Company and its subsidiaries (the “Company”) operate primarily in
      the beverage alcohol industry. The Company was
      established with the goal of establishing a diversified international wine
      company. 360 Global Wine believed that an oversupply of small and mid-sized
      wineries lacking effective sales, marketing, and branding strength currently
      exists, which has created an opportunity to consolidate and build an efficient
      operation that can maximize economies of scale, increase utilization of
      production assets, and provide a more streamlined and effective sales,
      marketing, and distribution group. The Company further believed that by adopting
      and applying consumer beverage marketing principals within the wine industry
      we
      can further enhance operating results beyond what is currently achieved by
      many
      small and mid-sized wineries creating a comparative advantage for the company.




In
      August, 2003,thr Company completed a reverse acquisition of Tech-net
      Communications, Inc., a Nevada corporation, incorporated on May 15, 2000.
      Following the reverse acquisition, we changed the name of Tech-net
      Communications, Inc. to “Knightsbridge Fine Wines, Inc.” Effective February 15,
      2005, we changed our name from Knightsbridge Fine Wines, Inc. to 360 Global
      Wine
      Company, Inc. The Company is now the parent company to our operating
      subsidiaries. Although the Company is the legal parent company, the share
      exchange was treated as a recapitalization of 360 Global Wine. 360 Global Wine
      is the continuing entity for financial reporting purposes. The Financial
      Statements have been prepared as if the Company had always been the reporting
      company and then on the share exchange date, had changed its name and
      reorganized its capital stock. In addition, the transaction results in severe
      limitations being in place on the use of the Company’s net operating loss
      carryovers.




In
      April,
      2004 the Company acquired 50% of Kirkland Knightsbridge, LLC (“KKLLC”), a
      California limited liability company, pursuant to a Capital Stock Contribution
      Agreement, dated as of April 21, 2004, by and among Kirkland Ranch, LLC, a
      California limited liability company, KKLLC, 360 Global Wine and Mr. Larry
      Kirkland.




In
      June,
      2005 the Company acquired 136.58 acres of land in Burnet, Texas, from Charles
      Trios, Trustee for Wynthrop Barrington, Inc. pursuant to a Security and Purchase
      Agreement with Laurus Master Fund, Ltd., a Cayman Islands company, dated as
      of
      July 7, 2005.




In
      July,
      2005 the Company acquired Viansa Winery, a California limited partnership,
      and
      La Fontana di Viansa, LLC, a California limited liability company, and thereby
      acquired Viansa Winery and Italian Marketplace, pursuant to a Security and
      Purchase Agreement with Laurus Master Fund, Ltd., a Cayman Islands company,
      dated as of July 7, 2005.




In
      January, 2006 the Company acquired the outstanding shares of common stock of
      First Montauk Financial Corporation, which gives the Company ownership of
      approximately 18.7% of First Montauk’s common stock. Additionally, the Company
      entered into a material agreement to acquire the balance of the outstanding
      shares of First Montauk Financial Corporation.




**NOTE
      2. Summary of Significant Accounting Policies**




*Principles
      of Consolidation*




The
      accompanying consolidated financial statements include the accounts of the
      acquired entities since their respective dates of acquisition. All significant
      inter-company amounts have been eliminated. This includes KKLLC. The Company
      does not have voting control, it is shared with its joint venture partner,
      but
      management has concluded that it must be consolidated under the principles
      set-forth in FASB Interpretation No. 46 (Revised) - *Consolidation
      of Variable Interest Entities* (“FIN
      46(R)”).









Voting
        control of KKLLC is split between the Company and Kirkland Ranch. Pursuant
        to
        the Operating Agreement of KKLLC, the Company has disproportionate control
        over
        certain budgetary and expenditure




Ownership
      interests in KKLLC are based on the maintenance of capital accounts, rather
      than
      shares as would be the case with a corporation. The minority interest in KKLLC
      as shown on the balance sheet represents the joint venture partner’s share of
      KKLLC net assets based on the partner’s capital account. As described in EITF
      Issue No. 98-2 - *Accounting
      by a Subsidiary or Joint Venture for an Investment in the Stock of Its Parent
      Company of Joint Venture Partner* ,
      there
      is no consensus as to the methodology under generally accepted accounting
      principles for eliminating parent company stock owned by a consolidated, partly
      owned subsidiary. Because KKLLC owns a material amount of Company stock, any
      policy adopted by the Company in this unsettled area is a particularly
      significant accounting policy.




As
      of the
      date of this filing, almost the entirety of KKLLC activities involve and are
      conducted on behalf of 360 Global Wine. KKLLC maintains the right to conduct
      independent bottling and storage of third party wines, but it has been
      conducting minimal third party work since the creation of the joint venture.
      In
      addition, KKLLC is the production facility which produces Napa Valley, Central
      Coast and California Appellation products which are sold solely by the Company.
      The brands owned by KKLLC are sold through channels which are developed by
      the
      Company. KKLLC exists to fill the needs of the distribution channels opened
      by
      the Company.




Under
      the
      terms of the KKLLC governing document, the Company and the joint venture partner
      share equally in all gains and losses of KKLLC’s Company stock. The Company has
      guaranteed a minimum value to the stock, which will eventually be distributed
      to
      the joint venture partner. Because the Company will receive full credit in
      its
      capital account for any payment of the guarantee, and the joint venture partner
      will be charged with the full fair value of the stock withdrawn, the Company
      has
      effectively extended half the guarantee to itself. Considering these facts,
      the
      Company’s policy is to eliminate half of the Company’s stock owned by KKLLC as
      treasury stock, valued at the quoted market price on the date of the
      acquisition.




In
      connection with the operations of the joint venture and subject to the
      occurrence of certain events, the Company is required to make additional cash
      capital contributions in order to fund the budget of the joint venture for
      certain business purposes. Such cash contributions include but are not limited
      to certain principal and interest payments owned under the Travelers Note
      through April 21, 2007, to the extent not previously paid from cash at closing.
      The Company also agreed, solely upon occurrence of non-payment of principal
      and
      interest payments owed under the Travelers Note to risk forfeiture of its
      membership interest.




Because
      of the requirement for 360 Global Wine Company to make additional capital
      contributions to fund certain operating expenses and debt payments, and the
      requirement to make additional capital contributions should the Company stock
      owned by KKLLC be worth less than $10,000,000 on April 27, 2007, 360 Global
      Wine
      would incur the majority of KKLLC’s “expected losses” as defined by FIN 46(R).
      The Company believes this is true despite sharing of income and losses between
      the Company and Kirkland Ranch on an equal basis. This basic equal sharing
      of
      income and loss results in “expected losses” and any relatively small overall
      losses being shared equally. The equal allocation of losses is, however, limited
      by each partner’s capital account which means that in all reasonable scenarios
      involving relatively large losses 360 Global Wine would incur more than 50%
      of
      the loss.




Since
      substantially all of KKLLC’s activities involve or are conducted on behalf of
      360 Global Wine whose obligations to absorb the expected losses of KKLLC exceed
      that of Kirkland Ranch, the Company has concluded that KKLLC is a Variable
      Interest Entity under FIN 46R and must be consolidated.




*Management’s
      Use of Estimates*




The
      preparation of consolidated financial statements
      in conformity with accounting principles generally accepted in the United States
      of America 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 the reported amounts
      of revenues and expenses during the reporting period. Actual results could
      differ from those estimates.







*Revenue
      Recognition*




The
      Company’s primary streams of revenue include:




§
            Commission
                sales,


§
            Retail
                sales,


§
            Catalog
                sales,


§
            E-commerce
                sales, and


§
            Wine
                club sales.




Revenue
      is recognized for each and all of these revenue streams when the product is
      shipped FOB winery. The cost of price promotions, rebates and coupon programs
      are treated as reductions of revenues. Revenue from items sold through the
      Company’s retail locations is recognized at the time of sale, including
      commission sales. The cost of commissions are treated as reductions of revenues.
      No products are sold on consignment.




*Cost
      of Goods Sold*




The
      types
      of costs included in cost of goods sold are raw materials, packaging materials,
      manufacturing costs, plant administrative support and overheads, and freight
      and
      warehouse costs (including distribution network costs). Distribution network
      costs include inbound freight charges and outbound shipping and handling costs,
      purchasing and receiving costs, inspection costs, warehousing and internal
      transfer costs.




*Selling,
      General and Administrative Costs*




The
      types
      of costs included in selling, general and administrative expenses consist
      predominately of advertising and non-manufacturing administrative and overhead
      costs. Distribution network costs are not included in the Company’s selling,
      general and administrative expenses, but are included in cost of goods sold
      as
      described above. The Company expenses advertising costs as incurred, shown
      or
      distributed. Prepaid advertising costs at December 31, 2005, and December 31,
      2004, were not material.




*Cash
      and Cash Equivalents*




Cash
      and
      cash equivalents include cash and all highly liquid financial instruments with
      purchased maturities of three months or less. Cash as of December 31, 2005
      was
      $131,331.




*Allowance
      for Doubtful Accounts/Accounts Receivable*




Credit
      is
      extended based on evaluation of a customers' financial condition and, generally,
      collateral is not required. Accounts receivable are due within 30 to 45 days
      and
      are stated at amounts due from customers net of an allowance for doubtful
      accounts. Accounts receivable, net, of $552,784 at year end was adjusted by
      $538,839 as an allowance for doubtful accounts as of December 31, 2005. Accounts
      outstanding longer than the contractual payment terms are considered past due.
      The Company determines its allowance by considering a number of factors,
      including the length of time trade accounts receivable are past due, the
      Company’s previous loss history, the customer’s current ability to pay its
      obligation to the Company and the condition of the general economy and the
      industry as a whole. The Company writes-off accounts receivables when they
      become uncollectible and payments subsequently received on such receivables
      are
      credited to the allowance for doubtful accounts. The allowance for doubtful
      accounts and sales discounts are $538,839 at December 31, 2005.









*Fair
      Value of Financial Instruments*




The
      Company’s financial instruments consist of cash, accounts receivable, loans
      receivable, accounts payable, notes payable, long-term debt and accrued
      expenses. Except for notes payable and long-term debt, the fair value of these
      financial instruments approximates their carrying value as of December 31,
      2005
      due to their short-term nature or their recent creation. Long-term debt is
      carried on the balance sheet as $67,818,000. The fair value of the debt payable
      to Travelers’ Life Insurance Company (“Travelers”) approximates its $21,892,000
      carrying value because of its recent issuance. The fair value of the remaining
      debt, if all convertible debt were valued based on the number of shares that
      would be received on conversion at December 30, 2005 multiplied by $4.05 closing
      price on the Over-the-Counter Bulletin Board would be approximately $212,000.
      When added to the Travelers debt fair value the total fair value is $22,104,000.




*Derivative
      Instruments*




In
      2003,
      the FASB issued SFAS 149, “Amendment of Statement 133 on Derivative Instruments
      and Hedging Activities”, which amends SFAS 133 for certain decisions made by the
      FASB Derivatives Implementation Group.  In particular, SFAS 149: (1)
      clarifies under what circumstances a contract with an initial net investment
      meets the characteristic of a derivative; (2) clarifies when a derivative
      contains a financing component; (3) amends the definition of an underlying
      to
      conform it to language used in FASB Interpretation No. 45 “Guarantor’s
      Accounting and Disclosure Requirements for Guarantees, Including Indirect
      Guarantees of Indebtedness of Others”; and (4) amends certain other existing
      pronouncements.  This Statement is effective for contracts entered into or
      modified after June 30, 2003, and for hedging relationships designated after
      June 30, 2003. In addition, most provisions of SFAS 149 are to be applied
      prospectively.  The Company does not expect the adoption of SFAS 149 to
      have a material impact on its financial position, cash flows or results of
      operations.




*Inventories*




Bulk
      wine
      and case goods are stated at the lower of average cost or net realizable value.
      Inventories of supplies are stated at the lower of first-in, first-out (FIFO)
      cost or replacement cost. Costs associated with the current year’s unharvested
      grape crop are deferred and recognized in the subsequent year when the grapes
      are harvested. Wine inventories are classified as current assets in accordance
      with recognized trade practice although some products will not be sold in the
      following year.




The
      Company has initiated production of an Artist Series brand in which the Company
      is building inventory through contract producers and the procurement of goods.
      The Company has adopted the FIFO (“first in first out”) method of accounting for
      this inventory.




At
      December 31, 2005, Inventory consisted of the following:




Winemaking
            
            $
            214,261Grapes
                in process
            
            $
            102,160Finished
                goods
            
            $
            5,774,199Bulk
                wines
            
            $
            7,498,511Granite
            
            $
            6,500,000Retail
            
            $
            551,074Reserve
            
            $
            (135,288
            )$
            20,504,917




Each
      grape crop harvested is pressed into a single vintage. However, each vintage
      is
      not sold exclusively in a single year. Inventories of each year’s vintage are
      normally carried over, and sell through, several years from their initial
      pressing. The $14,004,917 of wine inventory as of December 31, 2005, represents
      approximately 91 weeks, or 1.76 years of inventory at the Company’s current rate
      of sales.









*Property,
      Plant and Equipment*




Property,
      plant and equipment are stated at cost. Depreciation and amortization are
      computed using the straight-line method over the estimated lives of the related
      assets, as follows:




YearsLand
                  Improvements
              25Vineyards
              25Buildings
              40Cooperage
              40Equipment
              3-7




Costs
      incurred in developing vineyards, including related interest costs, are
      capitalized until the vineyards become commercially productive. Maintenance
      and
      repairs are charged to operating costs as incurred. The cost of improvements
      is
      capitalized. Gains or losses on the disposition of assets are included in
      income.




*Goodwill
      and other Intangible Assets*




Effective
      April, 2004, the Company adopted Statement of Financial Accounting Standards
      No.
      142 (“SFAS No. 142”), “Goodwill and Other Intangible Assets.” SFAS No. 142
      addresses financial accounting and reporting for acquired goodwill and other
      intangible assets and supersedes Accounting Principles Board Opinion No. 17,
      “Intangible Assets.” Under SFAS No. 142, goodwill and indefinite lived
      intangible assets are no longer amortized but are reviewed at least annually
      for
      impairment. Additionally, in the year of adoption, a transitional impairment
      test is also required. The Company uses December 31 as its annual impairment
      test measurement date. Intangible assets that are not deemed to have an
      indefinite life will continue to be amortized over their useful lives and are
      also subject to review for impairment. Upon adoption of SFAS No. 142, the
      Company determined that certain of its intangible assets met the criteria to
      be
      considered indefinite lived and, accordingly, ceased their amortization
      effective March 1, 2002. These intangible assets consisted principally of
      trademarks. The Company’s trademarks relate to well established brands owned by
      the Company which were previously amortized over 40 years. Intangible assets
      determined to have a finite life, primarily distribution agreements, continue
      to
      be amortized over their estimated useful lives which did not require
      modification as a result of adopting SFAS No. 142. Nonamortizable intangible
      assets are tested for impairment in accordance with the provisions of SFAS
      No.
      142 and amortizable intangible assets are tested for impairment in accordance
      with the provisions of SFAS No. 144 (as defined below). No instances of
      impairment were noted on the Company’s goodwill and other intangible assets for
      the years ended December 31, 2005, and December 31, 2004.




*Long-Lived
      Asset Impairment*




Long-lived
      assets and certain identifiable intangible assets to be held and used are
      reviewed for impairment whenever events or changes in circumstances indicate
      that the carrying amount of such assets may not be recoverable. Determination
      of
      recoverability is based on an estimate of undiscounted future cash flows
      resulting from the use of the asset and its eventual disposition. Measurement
      of
      any impairment loss for long-lived assets and certain identifiable intangible
      assets that management expects to hold and use is based on the amount the
      carrying value exceeds the fair value of the asset.




*Deferred
      Financing Costs*




Costs
      incurred in connection with the issuance of debt or equity are deferred and
      amortized on the interest rate method over the term of the related debt.
      Amortization is included in interest expense. Current deferred financing costs
      were $895,000 as of December 31, 2005.









*Foreign
      Currency Translation*




The
      functional currency of the Company's foreign subsidiaries is the local foreign
      currency. All assets and liabilities denominated in foreign currencies are
      translated into U.S. dollars at the exchange rate prevailing on the balance
      sheet date. Revenues, costs and expenses are translated at average rates of
      exchange prevailing during the period. Translation adjustments resulting from
      translation of the subsidiaries' accounts are accumulated as a separate
      component of shareholders' equity. Gains and losses resulting from foreign
      currency transactions are included in the consolidated statements of operations
      and have not been significant.




*Income
      Taxes*




The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” Under
      SFAS No.109, deferred tax assets and liabilities are computed based on the
      difference between the financial statement and income tax bases of assets and
      liabilities using the enacted marginal tax rate. SFAS No. 109 requires that
      the net deferred tax asset be reduced by a valuation allowance if, based on
      the
      weight of available evidence, it is more likely than not that some portion
      or
      all of the net deferred tax asset will not be realized. The Company continues
      to
      reduce its net deferred tax assets by a 100% valuation allowance.




*Stock-based
      Compensation*




The
      Company accounts for stock-based employee compensation arrangements using the
      intrinsic value method in accordance with the provisions of Accounting
      Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to
      Employees," and complies with the disclosure provisions of SFAS No. 123
      "Accounting for Stock-Based Compensation," as amended by SFAS No. 148. Under
      APB
      Opinion No. 25, compensation cost is generally recognized based on the
      difference, if any, on the date of grant between the fair value of the Company's
      common stock and the amount an employee must pay to acquire the
      stock.




The
      Company periodically issues common stock for acquisitions and services rendered.
      Common stock issued is valued at the estimated fair market value, as determined
      by management and the board of directors of the Company. Management and the
      board of directors consider market price quotations, recent stock offering
      prices and other factors in determining fair market value for purposes of
      valuing the common stock.




In
      December 2004, the Financial Accounting Standards Board issued Statement 123
      (revised 2004), *Share-Based
      Payment* (Statement 123(R)). This Statement requires that the costs of employee
      share-based payments be measured at fair value on the awards’ grant date using
      an option-pricing model and recognized in the financial statements over the
      requisite service period. This Statement does not change the accounting for
      stock ownership plans, which are subject to American Institute of Certified
      Public Accountants SOP 93-6, “Employer’s Accounting for Employee Stock Ownership
      Plans.” Statement 123(R) supersedes Opinion 25, *Accounting
      for Stock Issued to Employees* and its
      related interpretations, and eliminates the alternative to use Opinion 25’s
      intrinsic value method of accounting, which the Company is currently
      using.




Statement
      123(R) allows for two alternative transition methods. The first method is the
      modified prospective application whereby compensation cost for the portion
      of
      awards for which the requisite service has not yet been rendered that are
      outstanding as of the adoption date will be recognized over the remaining
      service period. The compensation cost for that portion of awards will be based
      on the grant-date fair value of those awards as calculated for pro forma
      disclosures under Statement 123, as originally issued. All new awards and awards
      that are modified, repurchased, or cancelled after the adoption date will be
      accounted for under the provisions of Statement 123(R). The second method is
      the
      modified retrospective application, which requires that the Company restates
      prior period financial statements. The modified retrospective application may
      be
      applied either to all prior periods or only to prior interim periods in the
      year
      of adoption of this statement. The Company is currently determining which
      transition method it will adopt and is evaluating the impact Statement 123(R)
      will have on its financial position, results of operations, EPS and cash flows
      when the Statement is adopted. Upon making its determination of the transition
      method the Company will adopt Statement 123(R).









*Basic
      and Diluted Net Loss per Share*




Basic
      income or loss per share includes no dilution and is computed by dividing net
      income or loss by the weighted-average number of common shares outstanding
      for
      the period. Diluted income or loss per share includes the potential dilution
      that could occur if securities or other contracts to issue common stock were
      exercised or converted into common stock. For all periods presented, diluted
      loss per share equaled the basic loss per share as all convertible instruments
      were anti-dilutive.




*Exit
      or Disposal Activities*




In
      2002,
      the FASB issued SFAS 146, “Accounting for Costs Associated with Exit or Disposal
      Activities.” SFAS 146 requires that a liability for a cost associated with an
      exit or disposal activity be recognized when the liability is incurred.
      Severance pay under SFAS 146, in many cases, would be recognized over the
      remaining service period rather than at the time the plan is communicated.
      The
      provisions of SFAS 146 are effective for exit or disposal activities that are
      initiated after December 31, 2002. The Company adopted SFAS 146 for any actions
      initiated after January 1, 2003, and any future exit costs or disposal
      activities will be subject to this statement.




**NOTE
      3. Property, Plant and Equipment**




Property
      and equipment at December 31, 2005 consisted of the following:




Land
            
            $
            5,287,098Cultivated
                land
            
            
            2,362,788Buildings,
                improvements and equipment
            
            
            53,582,07261,231,958Less:
                accumulated depreciation and amortization
            
            
            7,463,856$
            53,768,102




Depreciation
      expense was $7,290,157 and $1,243,132 for the years ended December 31, 2005
      and
      2004, respectively.




**** **NOTE
      4. Mergers, Acquisitions, and Divestitures**




Acquisitions




Acquisition
      of BMAC




On
      January 13, 2006, the Company entered into a stock purchase agreement with
      BMAC
      Corp. and the stockholders of BMAC to purchase all of the outstanding capital
      stock of BMAC. At the closing of the BMAC transaction, which is expected to
      occur no later than April 15, 2006, 360 Global Wine Company will become the
      beneficial owner of 837,643 shares of common stock of First Montauk that BMAC
      will own at the closing. As consideration, the Company agreed to pay the BMAC
      stockholders an aggregate purchase price of approximately $1.46 million in
      shares of the Company's common stock. At the same time, the Company also entered
      into separate stock purchase agreements with certain other stockholders of
      First
      Montauk, which stockholders have agreed to sell to the Company an aggregate
      of
      2,148,545 shares of First Montauk common stock for an aggregate purchase price
      of approximately $3.76 million, which also will be payable in shares of 360
      Global Wine Company's common stock. The closings of these additional
      acquisitions with the First Montauk stockholders are expected to occur on the
      same date as the closing of the BMAC acquisition.







Acquisition
        of Viansa


On
      July
      7, 2005, the Company entered into a Security and Purchase Agreement with Laurus
      Master Fund, Ltd. ("Laurus"), a Cayman Islands company. With the funds obtained
      through this Security and Purchase Agreement, the Company completed its purchase
      of Viansa Winery as well as 136 acres of property in Burnet, Texas. The
      acquisition consisted of Viansa Winery, a California Limited Partnership, La
      Fontana di Viansa, LLC, a California limited liability company and Viansa Winery
      and Italian Marketplace, located in the Sonoma Valley of California. Upon the
      transaction's completion, effective July 7, 2005, the Company changed the name
      of the acquired entities to 360 Viansa, LLC.




Pursuant
      to the Security and Purchase Agreement, the Company issued to Laurus: (i) a
      three-year Term Note in the principal amount of $34,500,000; and (ii) a
      three-year Revolving Note equal to up to $3,000,000, upon which the Company
      will
      be able to draw based on available accounts receivable. After the initial
      drawing, the Company is required to maintain a minimum outstanding balance
      of
      $500,000 under the Revolving Note, which will be evidenced by a Convertible
      Minimum Borrowing Note. If this Minimum Borrowing Note is converted into the
      Company's common stock, a new Minimum Borrowing Note will be issued (all such
      notes, collectively, the "Laurus Notes").




The
      Term
      Loan was issued on the Closing Date and monthly amortization payments of
      principal commence on November 1, 2005, subject to acceleration upon the
      occurrence of an Event of Default or termination of the Agreement. The Maturity
      Date of the Laurus Notes is July 7, 2008. The Monthly Amount to be paid to
      Laurus includes amortization payments of the aggregate principal amount of
      the
      Term Note, any accrued but unpaid interest on that portion of the principal
      plus
      any and all other unpaid amounts then owing under the Laurus Notes.




Interest
      on the Laurus Notes began accruing on July 7, 2005 and monthly payments are
      payable at the end of each month, as described below.




The
      Monthly Amount may be paid in cash or may be converted into shares of the
      Company's common stock. If paid in cash, the Company shall pay an amount equal
      to 103% of the Monthly Amount due and owing on that date. If the following
      conditions are met, the Company must pay the Monthly Amount in shares of its
      common stock: (i) the average closing price the Company's common stock for
      the
      five trading days immediately preceding the current Due Date is greater than
      or
      equal to 120% of the Fixed Conversion Price, which initially is $0.25 and is
      subject to adjustment for stock splits, reorganizations and other extraordinary
      events, and (ii) the amount of such conversion does not exceed 25% of the
      aggregate dollar trading volume of the Company's common stock for the period
      of
      22 trading days immediately preceding such due date. The number of shares of
      the
      common stock to be so issued shall be the quotient of (i) the portion of the
      Monthly Amount converted into shares of common stock divided by (ii) the then
      applicable Fixed Conversion Price. The interest on the Laurus Notes accrues
      per
      annum at a Contract Rate equal to the "prime rate" published in The Wall Street
      Journal, plus two percent (2.0%). However, if the Company has registered the
      shares of the Common Stock underlying the conversion of the Laurus Notes,
      Warrants and Options, as described in the following paragraph, and the market
      price of the Company's Common Stock for the five trading days immediately
      preceding a Determination Date exceeds the then-applicable Fixed Conversion
      Price by at least 25%, the Contract Rate for the succeeding calendar month
      shall
      automatically be reduced by two percent. However, the Contract Rate shall not
      at
      any time be less than zero. Interest shall be (i) calculated on the basis of
      a
      360-day year and (ii) payable monthly, in arrears, commencing on August 1,
      2005
      through and including the Maturity Date. Following the occurrence and during
      the
      continuance of an Event of Default, the Company is obligated to pay additional
      interest of 2% per month.




To
      secure
      repayment of the Laurus Notes, the Company granted to Laurus a continuing
      security interest in and lien upon the following collateral: all of the
      Company's and the Company's subsidiary's property and assets, whether real
      or
      personal, tangible or intangible, other than the Company's 50% membership
      interest in KKLLC and the "current assets" of KKLLC until such time as the
      Laurus Notes are repaid in full. The security provisions in the Laurus Notes
      are
      cross-collateralized by a Guaranty Agreement entered into by the Company's
      subsidiaries and a Stock Pledge Agreement covering all capital stock of the
      Company's subsidiaries, as well. The Company and Viansa also entered into a
      Lien
      Subordination Agreement with Laurus and Gryphon. To induce Gryphon to enter
      into
      the Subordination Agreement, Mr. Shapiro transferred 3,000,000 of his personally
      held Company shares of common stock to Gryphon. The conversion price of the
      Gryphon Note and the exercise price of its 1,527,728 share Warrant were also
      reduced to $0.31 and $0.25, respectively. Pursuant to the Subordination
      Agreement, Laurus has a first-priority senior security interest. Gryphon
      subordinated all of its other security interests in the Company to Laurus,
      but
      the Company has agreed, with Laurus' consent, to grant Gryphon a "silent" second
      position security interest in all of the assets of Viansa and the Texas Property
      (see Other Information below), including a second-lien mortgage on all Viansa
      and Texas Property winery property, now owned or hereafter acquired.









Acquisition
      of Kirkland Knightsbridge, LLC




On
      April
      21, 2004, we acquired a 50% membership interest in Kirkland Knightsbridge,
      LLC,
      a California limited liability company pursuant to that certain Capital Stock
      Contribution Agreement, dated as of April 21, 2004, by and among Kirkland Ranch,
      LLC, a California limited liability company, KKLLC, 360 Global Wine Company
      and
      Mr. Larry Kirkland. In exchange for our 50% membership interest, we made an
      initial capital contribution equal in value of $10 million through the initial
      issuance of 4,255,320 shares of our common stock, par value $.001 per share,
      at
      an initial valuation of $2.35 per share. Also, as part of the financing for
      the
      joint venture transaction, we provided loans to KKLLC in the aggregate amount
      of
      $2.4 million to be paid *pari
      passu* with
      other debt from any initial profits of KKLLC. We obtained the necessary
      financing for the acquisition through the issuance of a $2 million senior
      secured convertible promissory note to an existing investor, details of which
      financing are disclosed under Item 5 to this Annual Report on Form
      10-KSB.




In
      connection with the closing under the Contribution Agreement and to finance
      the
      joint venture transaction, we entered into a guaranty, dated as of April 21,
      2004, in favor of The Travelers Insurance Company, pursuant to which we
      guaranteed the obligations under that certain promissory note in the amount
      of
      $20 million, issued by Travelers to Kirkland Cattle Co., a California general
      partnership, Kirkland Ranch, and Mr. Larry Kirkland, as co-borrowers. The
      obligations under the Travelers Note are secured by, among other things, a
      mortgage on certain land and a lien on certain assets, excluding inventory,
      owned by KKLLC.




Pursuant
      to the Contribution Agreement, Kirkland Ranch contributed all of its assets
      and
      certain of its liabilities to KKLLC, including all of the assets of the Kirkland
      Ranch Winery located in Napa Valley, California. KKLLC has title and ownership
      to all of the Kirkland Ranch assets including, without limitation, sixty-nine
      (69) acres of vineyard land, a 57,000 square foot state-of-the-art winemaking
      facility, wine labels including Kirkland Ranch Winery and Jamieson Canyon,
      inventory, accounts receivable, intellectual property and general intangibles.
      In connection with the transaction, we entered into an exclusive distribution
      and marketing agreement with KKLLC to sell wine and wine related products under
      its labels with an initial annual minimum purchase requirement equal to $3
      million. Under a separate bottling agreement, KKLLC will serve as the exclusive
      bottler of our products in California.




In
      connection with the operations of KKLLC and subject to the budget approval
      process of KKLLC, we are required to make additional cash capital contributions
      in accordance with the approved budget of KKLLC. Such cash contributions
      include, solely to the extent not previously paid from cash provided at closing,
      certain principal and interest payments owed under the Travelers Note through
      April 21, 2007. We also agreed, solely upon the occurrence of non-payment of
      principal and interest payments owed under the Travelers Note, to risk
      forfeiture of our membership interest in KKLLC.




Divestitures




Divestiture
      of Bodegas Y Viñedos Anguinan S.A




On
      December 16, 2004, we entered into an agreement to divest ourselves of our
      ownership interest in Bodegas Y Viñedos Anguinan S.A, an Argentine wine company
      in which we acquired an interest in November 2003. Pursuant to the Termination,
      Settlement & Release of Claims Agreement signed between us, our wholly owned
      subsidiary, KFWBA Acquisition Corp., and Bodegas and its former principals,
      both
      parties agreed to return any equity in the other party and to terminate any
      further obligations between them, including, but not limited to the put options
      we granted as part of the acquisition and any employment agreements between
      us
      and the principals of Bodegas.









**NOTE
      5. Reverse Stock Split**




During
      October, 2005, the Board of Directors of the Company secured an Action by
      Written Consent of the Stockholders of 360 Global Wine Company approving a
      1-for-150 reverse stock split of the Company’s common stock, which became
      effective on February 28, 2006. The reverse split provided for the conversion
      of
      each 150 shares of common stock into one share of common stock, rounded up
      to
      the nearest whole share. Further, for those stockholders who, solely as a result
      of the reverse split, would own less than 100 shares of common stock, the
      holdings of such stockholders are rounded up to a round lot of 100
      shares. **** Share
      and
      per share amounts have been retroactively restated to give effect to the reverse
      stock split.




**NOTE
      6. Borrowings**




*Short
      Term Notes Payable*




Short-term
      notes payable consist of nine notes issued from December 2002 to April 2004
      at a
      total face-value amount of $1,220,000 and three notes issued on May 28, 2004
      at
      a total face-value of $500,000, and two notes issued on September 24 and
      December 27, 2004 at a face-value of $800,000 for a total of
      $2,520,000




The
      original terms for the nine notes issued between December 2002 and April 2004
      ranged from 90 days to one year. Interest ranged from 8% to 12% if not in
      default and rose to 19% if in default for the 2002 and 2003 notes. The April
      2004 note is at 10% interest. At September 2004, the interest and penalties
      due
      on the April 2004 long term note from Gryphon Master Fund were combined into
      a
      new note which is due on August 2005. The September 2004 note is at 10%
      interest. The September 2005 note is secured with 3,000,000 common shares of
      stock owned by Joel Shapiro. During 2003, $350,000 of principal (representing
      five of the notes) was repaid. For the twelve months ended December 31, 2004,
      an
      additional $50,000 of principal (representing two notes) was repaid. Of the
      remaining notes shown on the December 31, 2004, $325,000 of principal plus
      interest are convertible into approximately 194,445 shares at prices ranging
      from $1.50 to $2.00 per share. Some of the notes payable are currently in
      default and the note holders have at this time extended the notes pending a
      refinancing of the liabilities.




In
      conjunction with the issuance of the May 28 notes, the lenders were given 75,000
      shares of the Company's common stock. An additional 25,000 shares were issued
      to
      the note holders effective July 28, 2004 because the principal had not been
      repaid at that time. $58,766 of the $500,000 proceeds were allocated to the
      75,000 shares issued, based on the relative estimated fair values of the stock
      and the convertible debt, resulting in a discount on the debt. A further
      $103,766 was allocated to the beneficial conversion feature inherent in the
      convertible notes resulting in a further discount. $72,236 of the discounts
      were
      amortized as interest expense during the quarter ended June 30, 2004, the
      remaining $90,298 has been amortized during the quarter ending September 30,
      2004.




The
      notes
      issued on May 28, 2004 have a maturity date of August 26, 2004 with interest
      accruing at a rate of six percent (6%) per annum for the first 60 days and
      twelve percent (12%) per annum from the 61 st day
      until the maturity date. The Company and lender have negotiated a first
      extension of this maturity date to November 9, 2004 with interest from August
      26, 2004 accruing at eighteen (18%) per annum. Subsequently, the Company and
      the
      lender verbally agreed to a second extension until January 1, 2006 under the
      same terms. The $470,000 principal and accrued but unpaid interest is
      convertible into the Company’s common stock at $1.00 per share.




As
      part
      of the joint venture transaction, the Kirkland Cattle Co. provided inventory
      loans to KKLLC in the aggregate amount of $2.25 million to be paid with other
      debt from any initial profits of KKLLC. The loans bear no interest and have
      no
      call option.




Other
      miscellaneous debts carry a balance of $84,467 of short term debt.




As
      a
      result, at December 31, 2005, that Company had $3,922,486 of short term
      notes.









*Long
      Term Debt*




We
      entered into a Security and Purchase Agreement with Laurus Master Fund, Ltd.
      on
      July 7, 2005, pursuant to which we issued to Laurus a convertible term note
      in
      the principal amount of $34,500,000 and a revolving note equal to up to
      $3,000,000. The Company is in arrears with certain interest payments under
      the
      notes. Laurus has not formally declared an event of default. If Laurus declares
      an event of default, it has the option to demand repayment in full of all
      outstanding loans, whether or not otherwise due and until all such loans are
      fully satisfied, and it retains a first security lien in almost all of our
      and
      our subsidiaries' property and assets, to which it can take immediate
      possession.




On
      April
      21, 2004, as part of the financing of the Company's purchase of its 50%
      membership interest in KKLLC, the Company completed a senior secured convertible
      note financing with gross proceeds to the Company of $2 million. Net proceeds
      from the note offering, after estimated costs and expenses, were approximately
      $1,950,000 and were utilized to pay off certain debts and for working capital
      to
      KKLLC.




In
      connection with the offering, the Company entered into a Securities Exchange
      Agreement with Gryphon Master Fund, L.P. ("Gryphon") pursuant to which, among
      other things, the Company issued a 7.5% senior secured convertible note due
      April 21, 2006 in the principal amount of $5,500,000 (the "Note"), $3,500,000
      of
      which principal amount was previously outstanding and payable to Gryphon. The
      Company also issued to Gryphon: (i) a warrant to purchase 3,055,556 shares
      of
      the Company's common stock exercisable for a period of five (5) years from
      the
      date of issuance at a purchase price of $0.70 cents per share, 1,527,778 of
      which warrant shares were previously issued to Gryphon and outstanding with
      exercise prices of $0.70 and $2.40, and (ii) a warrant to purchase 5,000,000
      shares of the Company's common stock exercisable for a period of five (5) years
      from the date of issuance at a purchase price of $0.01 per share. The holder
      of
      the Note has the option, during the term of the Note, to convert the outstanding
      principal amount under the Note into the Company's common stock at a conversion
      price of $1.80 per share, subject to certain anti-dilution adjustments. Pursuant
      to the Amended and Restated Security Agreement, dated as of April 21, 2004,
      by
      and between the Company and Gryphon, the Note is secured by a lien and pledge
      of
      all of the assets of the Company. The incorporation of the previously
      outstanding $3,500,000 has been accounted for as a modification of the terms
      of
      the note under EITF 96-19




*Debtor’s
      Accounting for a Modification or Exchange of Debt Instruments* .




Using
      the
      Black-Scholes model the Company estimated the fair value of the additional
      warrants and the modification of the terms of the previously issued warrants
      and
      allocated $1,702,000 of the proceeds from the April 21, 2004 financing to the
      warrants which was recorded as deferred interest and presented as a discount
      on
      the convertible debenture, net of amortization which is being recorded as
      interest expense over the three-year term of the note on the interest rate
      method. On the date of the issuance of the note, the Company's common stock
      had
      an average price between the high and low price per share on the Over-the
      Counter Bulletin Board of $1.80. Based on the terms of the conversion associated
      with the note, there was an intrinsic value associated with the beneficial
      conversion feature estimated at $297,000, the entire additional proceeds of
      the
      note after allocation to the warrants issued, which was recorded as deferred
      interest and presented as a discount on the convertible debenture, net of
      amortization, which is being recorded as interest expense over the three-year
      term of the note. At December 31, 2004, the $5,500,000 face value note was
      shown
      as $1,892,000 on the balance sheet which was net of unamortized discounts.
      Based
      on the $1,892,000 carrying value at December 31, 2004, and the future
      contractual cash payments under the debt, if not converted, the prospective
      effective interest rate on the note is approximately 77.7% per annum. Total
      interest expense for this note, not including any liquidated damages, as
      discussed two paragraphs below, is expected to be $96,000 for the three months
      ended December 31, 2005.




The
      terms
      of the Note required that the shares underlying the warrants and conversion
      rights be subject to a registration statement filed by April 30, 2004 that
      is
      declared effective by June 15, 2004. Failure to meet these requirements puts
      the
      Note in default and gives the lender the right to demand immediate payment
      of
      the $5,500,000 principal, any accrued interest and liquidated damages equal
      to
      25% of outstanding principal ($1,375,000). The lender has agreed for the present
      time to waive this default so neither acceleration of the discount amortization,
      nor liquidated damages have been recorded and the liability on the balance
      sheet
      continues to be shown as a non-current liability.









On
      September 24, 2004, Knightsbridge Fine Wines, Inc. and Gryphon Master Fund,
      L.P.
      entered a Debt Restructuring Agreement. Pursuant to the Agreement, Gryphon
      agreed to cancel certain penalties due to it under the Senior Secured
      Convertible Note dated April 21, 2004, and to freeze remaining penalties that
      may come due pursuant to the terms of the Registration Rights agreement dated
      April 21, 2004. Gryphon also agreed to cancel certain interest payments
      currently due and which will become due pursuant to the terms of the $5,500,000
      note dated April 21, 2004. In consideration for the foregoing agreements by
      Gryphon, a new promissory note was issued in the amount of seven hundred
      thousand dollars ($700,000), which will bear interest at 6% per annum and is
      due
      and payable on August 31, 2005.




These
      consolidated financial statements include KKLLC’s mortgage note to Travelers
      which is guaranteed by 360 Global Wine itself (see Note 9). The principal amount
      of the debt is $20,000,000 but $1,950,000 was withheld at closing for prepaid
      interest through October 31, 2005. The $1,950,000 was recorded as a discount
      on
      the debt which is being amortized as interest expense on the interest rate
      method over the term of the debt. The debt requires payments, including
      principal and interest at 6.5% p.a., of $149,115 monthly, beginning December
      1,
      2005 with a balloon payment due March 1, 2009. The effective rate, considering
      the discount, is 6.724% p.a. The Company’s joint venture partner in KKLLC and
      parties related to the joint venture partner are listed as co-borrowers and
      have
      pledged certain land as collateral for the debt. The agreement among the
      Company, KKLLC and the joint venture partner is that KKLLC is the borrower
      and
      that the legal co-borrowers are effectively guarantors, consequently the full
      amount of the debt has been recorded as that of KKLLC and, in consolidation,
      the
      Company’s. The debt is also collateralized by the real property and other
      certain assets of KKLLC.




As
      a
      result, at December 31, 2005, that Company had $67,818,000 of long term
      debt.




**NOTE
      7. Litigation**




The
      Company is involved in lawsuits, claims, and proceedings, including those
      identified in Item 3: Legal Proceedings, which arise in the ordinary course
      of
      business. In accordance with SFAS No. 5, "Accounting for Contingencies," The
      Company makes a provision for a liability when it is both probable that a
      liability has been incurred and the amount of the loss can be reasonably
      estimated. The Company believes it has adequate provisions for any such matters.
      The Company reviews these provisions at least quarterly and adjusts these
      provisions to reflect the impacts of negotiations, settlements, rulings, advice
      of legal counsel, and other information and events pertaining to a particular
      case. Litigation is inherently unpredictable. However, The Company believes
      that
      it has valid defenses with respect to legal matters pending against it.
      Nevertheless, it is possible that cash flows or results of operations could
      be
      materially affected in any particular period by the unfavorable resolution
      of
      one or more of these contingencies. As of the date of this filing of its Annual
      Report on Form 10-KSB, the Company faces legal action in the following
      areas:




*Andy
      Warhol Foundation Suit*




In
      September, 2003, the Company entered into a license agreement with the Andy
      Warhol Foundation for the Visual Arts to market an international collection
      of
      wines. Under the terms of the agreement it would have expired on December 31,
      2006. We planned to launch this artist series during the second half of 2006.
      Under the agreement, we were granted a non-exclusive license to use Andy
      Warhol's artwork throughout North America, in connection with our wine products.
      Specifically, we are entitled to use artwork and quotations created by Andy
      Warhol on our wine labels; use of such artwork and quotations must be
      pre-approved on a case by case basis by the Andy Warhol Foundation. Pursuant
      to
      the terms of the agreement, we are obligated to pay four percent (4%) of all
      net
      sales of the wine including Andy Warhol's artwork or quotes that we sell to
      the
      Andy Warhol Foundation. We are also required to pay minimum royalty fees to
      the
      Andy Warhol Foundation as follows: $40,000 on December 31, 2003, which has
      been
      paid; $45,000 on December 15, 2005; $135,000 on December 15, 2005; and $180,000
      on December 15, 2006. A portion of the proceeds from the sale of these
      art-inspired releases will benefit the Andy Warhol Foundation and its mission,
      fostering innovative artistic expression and advancing the visual arts through
      support of cultural organizations. The Company terminated this agreement in
      October, 2005, prior to the launch of any product.









In
      March
      of 2006, the Andy Warhol Foundation sued the Company for monies owed under
      the
      original contract. The Company is in discussions with the Foundation to resolve
      this issue.




*Wall
      Street Communications Suit*




On
      December 16, 2005, Wall Street Communications Group, Inc. received a $1.425
      million judgment against 360 Global Wine Company in connection with its
      allegation that the Company breached its obligation to pay Wall Street
      Communications Group Inc. a finder's fee on the financing effected last year
      with Laurus Master Fund, Ltd.




Wall
      Street Communications Group Inc. alleges that, pursuant to a Finder's Fee and
      Non-Circumvention Agreement with Wall Street Communications Group Inc., the
      Company had agreed to pay Wall Street Communications Group Inc. a finder's
      fee
      consisting of cash and stock options in connection with their introduction
      of
      Laurus Master Fund to the Company. Wall Street Communications Group Inc. further
      alleges that thereafter, the Company refused to pay, or publicly disclose in
      its
      press releases or SEC filings, the agreed upon finder's fee.




Wall
      Street Communications Group Inc. thereupon sued the Company in District Court
      in
      Boulder, Colorado and obtained a default judgment against the Company last
      December requiring it to pay to Wall Street Communications Group Inc. a lump
      sum
      payment of $1.425 million, plus 4.0% of each and every past and future
      disbursement to the Company under its $3.0 million Revolving Note with Laurus
      Master Fund. The court also ordered the Company to issue to Wall Street
      Communications Group Inc. under the Finder's Fee and Non-Circumvention Agreement
      a five-year option to purchase 1,250,000 shares of the Company's common stock
      at
      $.31 per share, a second option to purchase 824,621 shares of the Company's
      common stock at $.001 per share and 209,666 shares of restricted common stock
      on
      the same terms offered Laurus Master Fund.




The
      Company has successfully filed motions to: (1) have the default judgment set
      aside promptly, as the Company had no knowledge of the reported lawsuit until
      plaintiff's press release; and (2) stay collection until the Company has had
      an
      opportunity to respond to the allegations.




The
      Company has denied Wall Street Communications' claims that it was involved
      with
      the Company's financing of last year's Viansa acquisition and intends to
      litigate these claims vigorously.




*Guy
      Buffet Suit*




On
      July
      9, 2003, we entered into a license agreement with Guy Buffet to market an
      international collection of wines that blends Mr. Buffet's artistic talent
      with
      the winemaking talent of 360 Global’s winemakers. This collection of wines, each
      featuring a unique Guy Buffet designed label, initially featured California
      Chardonnay, Merlot, Cabernet Sauvignon, Sauvignon Blanc, and Shiraz from
      Australia. In addition, we secured the right to use Guy Buffet’s name, portrait,
      or picture in advertising and other promotional materials associated with the
      sale of products licensed under the agreement. The agreement was originally
      set
      to expire on July 8, 2006, but the Company cancelled this agreement at the
      end
      of 2005. In a suit filedinSeptember, 2005, in the State of California, Mr.
      Buffet sued the Company for the balance of the fees specified in the original
      contract. We are currently negotiating a settlement with the plaintiff and
      management does not believe that this will have a material adverse impact on
      the
      Company.




*Jon
      Sebastiani Suit*




In
      September, 2005, Mr. Joel Shapiro replaced Mr. Jon Sebastiani as President
      of
      the Company. The Company is currently in negotiations with Mr. Sebastiani to
      resolve any outstanding financial issues related to his employment with the
      Company and management does not believe that this will have a material adverse
      impact on the Company.









*Longview
      Fund Suit*




On
      October 12, 2005, the Company was served with a Summons and a Notice of Motion
      in Lieu of Complaint, styled Longview Fund, LP, Longview Equity Fund, LP and
      Longview International Equity Fund, LP, Plaintiffs vs. 360 Global Wine Company,
      Inc., f/k/a Knightsbridge Fine Wines, Inc., Defendant, Supreme Court of the
      State of New York, County of New York, index no. 05603607. Plaintiffs have
      requested that the court grant their Order for Summary Judgment on behalf of
      Longview Funds, LP in the amount of $280,345, Longview Equity Fund, LP in the
      amount of $224,276, and Longview International Equity Fund, LP in the amount
      of
      $56,069, with interest at the rate of 18% per annum from October 10, 2005,
      plus
      attorneys' fees, costs and distributions in the action, and such other, further
      and different relief as the court deems just and proper. The Order for Summary
      Judgment was granted by the court in December 2005.




The
      Company has reached a settlement agreement with the Plaintiffs, which: (1)
      recognizes the principal amounts due to the plaintiffs, (2) executes an initial
      payment of $150,000 on January 22, 2006 which is comprised of $125,000 in
      principal reductions and $25,000 in legal fees, (3) allows for the inclusion
      of
      10% simple interest, and (4) executes and promises a monthly payment of $100,000
      until such time as the debt is satisfied.




*Shareholder
      Suit*




Management
      has been informed that a former shareholder of the Company intends to file
      a
      suit against the Company in the State of New York. Management has not yet
      reviewed the claim, but believes that the suit was filed because the Company
      cancelled stock owned by the plaintiff shareholder for non-payment. Management
      does not believe that this will have a material adverse impact on the Company
      and intends to defend the claim vigorously.




*Kirkland
      Knightsbridge LLC*




On
      February 10, 2005, Larry Kirkland, purportedly on behalf of KKLLC, filed a
      corrective statement with the California Secretary of State alleging that the
      financing statement filed by Gryphon Master Fund in connection with its April
      2004 financing of 360 Global Wine Company was wrongfully filed and that no
      financing statement was agreed to by KKLLC. 360 Global Wine Company has taken
      the position that the financing statement was properly authorized by KKLLC,
      and
      believes further that Mr. Kirkland had no authority pursuant to the operating
      agreement of KKLLC to file the corrective statement. Accordingly, we are
      cooperating with Gryphon in a lawsuit filed in the U.S. District Court for
      the
      Northern District of Texas, Dallas Division, by Gryphon seeking a declaration
      that a valid and enforceable security agreement exists between Gryphon and
      KKLLC
      and that KKLLC had no authority to file the corrective statement with the
      California Secretary of State.




Except
      as
      otherwise disclosed herein, we are not involved in any other material legal
      proceedings.




**NOTE
      8. Commitments and Contingencies**




*Corporate
      Offices*




Commencing
      April 2004, the principal corporate office is located at One Kirkland Ranch
      Road, Napa, California 94558. The property is owned by KKLLC. Since relocation,
      our office in Livingston, NJ has been closed. The company now has a satellite
      U.S. office in New Canaan, CT .




Future
      minimum lease payments (excluding the effect of future increases in payments
      based on indices which cannot be estimated at the present time) required under
      non-cancelable operating leases with terms in excess of one year are as
      follows:










Calendar
                  year:
              
              (In
                  thousands)2006
              
              
              6002007
              
              
              3682008
              
              
              303Thereafter
              
              
              254Total
              
              $
              1,525




*Employment
      Agreements*




On
      August
      3, 2004, the Company entered into an employment agreement with Mr. Jay Essa
      as
      an Executive Vice President effective September 24, 2004, to serve at the
      pleasure of the Board of Directors. Mr. Essa’s compensation is $130,000 per
      annum along with other similar employee benefits as offered to employees of
      the
      Company. Mr. Essa also received 100,000 shares of common stock of the
      Company.




On
      October 8, 2004, 360 Global Wine entered into an employment agreement with
      Mr.
      Charles Marin as Vice President effective November 1, 2004, to serve at the
      pleasure of the Board of Directors. Mr. Marin’s compensation is $100,000 per
      annum along with other similar employee benefits as offered to employees of
      the
      Company. Mr. Marin also received 75,000 shares of common stock of the
      Company.




*Sales
      and Marketing Agreements*




The
      Company did not enter into new sales and marketing Agreements during
      2005.




*Licensing
      Agreements*




There
      are
      no new licensing agreements still in effect as of December 31,
      2005.




**NOTE
      9. Related Party Transactions**




On
      March
      10, 2004, the Company issued 800,000 shares of restricted common stock to
      Longview Fund, LP, 640,000 shares of restricted common stock to Longview Equity
      Fund, LP and 160,000 shares of restricted common stock to Longview International
      Equity Fund, LP, pursuant to a private debt financing restructuring agreement.
      The shares were paid on behalf of the Company by Mr. Shapiro in a private
      transfer. The shares were valued at $0.50 per share, the market price for shares
      of the Company's common stock at the time of transfer.




Therefore,
      the total aggregate value of the transaction was $800,000.




**NOTE
      10. Stockholders’ Equity**




Warrants




Warrants
      outstanding consist of the following:


Transaction
              No.
                  of Warrants
              Exercise
                  Price
              TermIn
                  lieu of compensation
              69,652
              $
                  3.50 - $600.00
              5
                  YearsIssuance
                  of long-term debt
              200,056
              $
                  46.50 - $600.00
              3
                  Years




Stock
      Compensation Expense




During
      the year ended December 31, 2005, our Board of Directors authorized the issuance
      of unregistered shares of our common stock to various consultants and employees
      in lieu of cash payments and in conjunction with various debt financing and
      refinancing undertaken during 2005. Based upon the common stock trading price
      at
      the times of issuance, and FASB rules, we were required to incur non-cash
      expenses of approximately $3,737,000
      for the issuance of these shares during the year ended December 31, 2005 and
      $1,939,000 for the issuance of these shares during the year ended December
      31,
      2004.









Stockholders
      Equity




*Common
      Stock*





We
      periodically issue unregistered shares of common stock for services rendered.
      Unregistered shares of common stock issued is valued at fair market value,
      which
      is the quoted market price. During the years ended December 31, 2005 and 2004,
      the Company issued 120,387 and 7,873 shares (on an adjusted basis) of common
      stock for services valued at $3,737,375 and $2,021,050, respectively. The
      Company also issued 222,667 warrants in 2005 compared to 29,922 warrants in
      the
      prior fiscal year. On March 16, 2006, the Board authorized the issuance of
      an
      additional 6,809,777 unregistered shares of common stock, of which the Company
      issued 3,517,871 shares as reported in the Company’s SEC filing on Form 8-K on
      March 20, 2006.




Cancellation
      of Shares




In
      July
      2004, 360 Global Wine Company cancelled 2,594,000 shares of common stock which
      were offered with the companies initial stock subscription for failure to pay
      the purchase price for the shares and/or provide other services for
      consideration. These shares were originally issued to ten individuals. The
      Shares are null and void and may not be sold or otherwise transferred to any
      third party. Management has been informed that four of former shareholders
      intend to file a suit against the Company.




One
      of
      the former shareholders has filed suit against the company for cancellation
      of
      his shares. Management has not yet reviewed the claim, but believes that the
      suit was filed because the Company cancelled stock owned by the plaintiff
      shareholders for non-payment. Management does not believe that this will have
      a
      material adverse impact on the Company and intends to defend the claim
      vigorously.




Earnings
      per common share




Basic
      earnings per common share excludes the effect of common stock equivalents and
      is
      computed using the one-class computation method. Diluted earnings per common
      share reflects the potential dilution that could result if securities or other
      contracts to issue common stock were exercised or converted into common stock.
      Diluted earnings per common share assumes the exercise of warrants using the
      treasury stock method.




**NOTE
      11. Income Taxes**




The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” Under
      SFAS No.109, deferred tax assets and liabilities are computed based on the
      difference between the financial statement and income tax bases of assets and
      liabilities using the enacted marginal tax rate. SFAS No. 109 requires that
      the net deferred tax asset be reduced by a valuation allowance if, based on
      the
      weight of available evidence, it is more likely than not that some portion
      or
      all of the net deferred tax asset will not be realized. The Company continues
      to
      reduce its net deferred tax assets by a 100% valuation allowance.




**NOTE
      12. Going Concern**




As
      of
      December 31, 2005, the Company's working capital has been primarily financed
      with various forms of debt and convertible debt. The Company has suffered
      significant operating losses since its inception in its efforts to establish
      and
      execute its business strategy. The Company anticipates that it will continue
      to
      require additional working capital to fund its ongoing operations, repay certain
      debts in default and execute its business strategy. In the event that the
      Company does not continue to raise such required capital it would raise
      substantial doubt about the Company's ability to continue as a going
      concern.









The
      financial statements do not include any adjustments relating to the
      recoverability and classification of liabilities that might be necessary should
      the Company be unable to continue as a going concern. The Company's ability
      to
      continue as a going concern is dependent upon its ability to generate sufficient
      cash flows to meet its obligations on a timely basis and ultimately to attain
      profitability. The Company's management intends to obtain working capital
      through operations and to seek additional funding through debt and equity
      offerings to help fund the Company's operations as it expands. There is no
      assurance that the Company will be successful in its efforts to raise additional
      working capital or achieve profitable operations. The financial statements
      do
      not include any adjustments that might result from the outcome of this
      uncertainty.






**NOTE
      13. Selected quarterly financial information (unaudited)**




A
      summary
      of selected quarterly financial information is as follows:





360
                GLOBAL WINE COMPANY AND SUBSIDIARIESCONSOLIDATED
                STATEMENTS OF INCOME(in
                thousands, except share and per share data)
              UNAUDITEDQUARTER
                ENDEDMarch
                31
            
            June
                30
            
            September
                30
            
            December
                31*Fiscal
                2005:*Net
                sales
            
            $
            449
            
            $
            540
            
            $
            4,982
            
            $
            6,677Gross
                profit
            
            
            159
            
            
            227
            
            
            2,246
            
            
            1,000Net
                income
            
            
            (1,698
            )
            
            (2,166
            )
            
            (7,193
            )
            
            (5,125
            )Earnings
                per common share:Basic
            
            $
            (6.18
            )
            $
            (7.61
            )
            $
            (24.58
            )
            $
            (18.16
            )Diluted
            
            $
            (6.18
            )
            $
            (7.61
            )
            $
            (24.58
            )
            $
            (18.16
            )QUARTER
                ENDEDMarch
                31
            
            
            June
                30
            
            
            September
                30
            
            
            December
                31*Fiscal
                2004:*Net
                sales
            
            $
            490
            
            $
            850
            
            $
            779
            
            $
            749Gross
                profit
            
            
            274
            
            
            62
            
            
            598
            
            
            (625
            )Net
                income
            
            
            (1,849
            )
            
            (2,638
            )
            
            (1,797
            )
            
            (6,916
            )Earnings
                per common share:Basic
            
            $
            (8.77
            )
            $
            (11.64
            )
            $
            (6.65
            )
            $
            (26.20
            )Diluted
            
            $
            (8.77
            )
            $
            (11.64
            )
            $
            (6.65
            )
            $
            (26.20
            )




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




Not
      applicable.







**ITEM
        8A. CONTROLS AND PROCEDURES**


Evaluation
      of Disclosure Controls and Procedures




As
      of the
      end of the year ended December 31, 2005, the Company carried out an evaluation,
      under the supervision and with the participation of members of our management,
      including the Company’s Chief Executive Officer and the Company’s Chief
      Financial Officer, of the effectiveness and operation of the Company’s
      disclosure controls and procedures. Based upon that evaluation, the Company’s
      Chief Executive Officer and the Company’s Chief Financial Officer have concluded
      that the Company’s disclosure controls and procedures are
      effective.




Changes
      in Internal Controls




During
      the most recent fiscal quarter, there has not been any change in the Company’s
      internal control over financial reporting that has materially affected, or
      is
      reasonably likely to materially affect, the Company’s internal control over
      financial reporting.




**ITEM
      8B. OTHER INFORMATION**




Not
      applicable.









**PART
      III.**




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




The
      following table sets forth the names and ages of our executive officers,
      directors, promoters, and control persons as of December 31, 2005. There are
      no
      family relationships among our executive officers and directors. Also provided
      herein are brief descriptions of the business experience of each executive
      officer and director during the last five years and an indication of
      directorships held by each individual in other companies subject to the
      reporting requirements under the federal securities laws.




**Name**
            **Age**
            
            **Position**Joel
                A. Shapiro
            35
            
            Chief
                Executive Officer, President, and DirectorAnthony
                J. A. Bryan
            82
            
            Non-Executive
                Chairman, DirectorLynn
                K. Fetterman
            58
            
            Chief
                Operating Officer and Chief Financial OfficerMichael
                L. Jeub
            62
            
            DirectorJonathan
                A. Sebastiani
            34
            
            Interim
                President (June - July, 2005)





***JOEL*** ***A.***  ***SHAPIRO*** ***,
      Chief Executive Officer*** .
      Joel
      Shapiro is our Chief Executive Officer, a position he has held since August
      1,
      2003, and our President, a position he has held since September 1, 2005. Mr.
      Shapiro has also been a member of the Board of Directors since August 1, 2002.
      Mr. Shapiro has been with the Company since October 2002. Prior to joining
      us,
      Mr. Shapiro was President of JS Capital LLC from 2000-2002, a finance boutique
      that specialized in mergers and acquisitions and public corporate finance,
      and
      which is no longer an active company. From 1992 to 2000, Mr. Shapiro worked
      as a
      trader at the investment banking firm of M.H. Meyerson & Company. Mr.
      Shapiro received his Bachelors of Science degree from Rutgers University and
      his
      Masters Degree in Business Administration from Rutgers University Graduate
      School of Business.




***LYNN*** ***K*** . ***FETTERMAN,
      Chief Operating Officer and Chief Financial Officer*** .
      Lynn
      Fetterman joined the Company in October 2005 as our Chief Operating Officer
      and
      Chief Financial Officer. Between 2003 and 2005, Mr. Fetterman worked on a
      contract basis as the Chief Financial Officer of Nicola International,
      Incorporated, a Los Angeles, California-based supplier of olives and other
      gourmet specialty food products to the foodservice and retail markets. During
      the prior year, he was a partner in the Orange County, California practices
      of
      Tatum CFO Partners, LLP, a national partnership of chief financial officers
      and
      senior general managers who provide financial and business consulting services
      to early stage companies, middle market companies, and large corporations.
      Between 2000 and 2001, Mr. Fetterman served as the Executive Vice President,
      Finance and Administration of the ConAgra Grocery Products unit of ConAgra,
      Inc.
      For the prior ten years, he served in senior management with Canandaigua Brands,
      Inc., and Canandaigua Wine Company of Constellation Brands, Inc. for its table
      wine business. Mr. Fetterman received his Bachelor of Arts in Accounting from
      Thiel College in Greeneville, Pennsylvania.




***JONATHAN*** ***A.***  ***SEBASTIANI*** ***,
      Interim President*** .
      Jon
      Sebastiani was our Interim President from June through July of 2005. Mr.
      Sebastiani has a long history of winemaking in the Napa and Sonoma regions
      of
      California, including participation in his family-owned winemaking operations
      at
      Viansa and Sebastiani Vineyards, and wine.com.




***ANTHONY
      J. A. BRYAN, Non-Executive Chairman of the Board*** .
      Mr.
      Bryan currently serves as our non-executive Chairman of the Board, a position
      that he has held since November 4, 2004. Mr. Bryan first joined the Company
      in
      November 2003 as a Director. He also serves as non-executive Vice-Chairman
      of
      the Board for Astrata Group Incorporated, a publicly traded company in the
      telematics and geomatics sectors of the GPS industry, which position he has
      held
      since June 2005, having initially served as its Chairman of the Board since
      January 2005. Mr. Bryan is the former Chairman and CEO of Copperweld
      Corporation, a bimetallic wire and steel tubing company, and the former CEO
      of
      Cameron Iron Works, a company in the oil service business. He has also served
      on
      the Boards of Directors of Federal Express Corporation, between 1987 and 1996;
      Chrysler Corporation (now, DaimlerChrysler Corporation), between 1975 and 1991);
      The PNC Financial Services Group, Inc., between 1978 and 1989; ITT Corporation;
      Koppers Inc.; Hamilton Oil Company Ltd.; First City National Bank of Houston;
      Imetal; and as Chairman of the Executive Committee of Hospital Corporation
      International (formerly the international division of Hospital Corporation
      of
      America), between 1991 and 1992. Mr. Bryan received his Master Degree in
      Business Administration from the Harvard Business School.









***MICHAEL
      L. JEUB, Director, and Chairman of the Audit Committee*** .
      Michael
      L. Jeub is one of our directors and has served in this capacity since July,
      2004. Mr. Jeub is currently a Partner with the San Diego office of Tatum
      Partners, a national firm of chief financial officers and chief information
      officers. Mr. Jeub has been on assignment as Chief Financial Officer for Road
      Runner Sports from January 2005 to the present. From June 2002 to October 2003,
      Mr. Jeub served as Chief Financial Officer and Vice President of Finance for
      The
      Immune Response Corporation, a biotech company co-founded by Jonas Salk. Prior
      to joining Tatum Partners, Mr. Jeub was Senior Vice-President and CFO of Jenny
      Craig International, a $350 million NYSE company for five years. Previously,
      Mr.
      Jeub was Senior Vice-President and Chief Financial Officer of National Health
      Laboratories, a NYSE company, at which he was the financial liaison with the
      controlling investor. Mr. Jeub also served first as Chief Financial Officer
      and
      then as President of Medical Imaging Centers of America, a publicly held chain
      of freestanding imaging centers and hospital leased imaging centers. Mr. Jeub
      spent 18 years with International Clinical Laboratories, a publicly held
      national chain of medical testing facilities. Mr. Jeub began his career at
      ICL
      as regional controller, was promoted to Chief Financial Officer during the
      bulk
      of his tenure and was President-ICL East for the last two years. Mr. Jeub was
      responsible for SEC filings and analyst presentations at ICL. Mr. Jeub holds
      a
      Bachelor of Science in Accounting from California State Polytechnic
      University-Pomona. Upon graduation, Mr. Jeub joined Ernst & Young LLP where
      he earned his CPA Certificate (currently inactive).




**Audit
      Committee and Financial Expert**




Our
      Audit
      Committee is composed of Michael Jeub and Anthony J.A. Bryan. The Audit
      Committee assists our Board of Directors in fulfilling their oversight
      responsibilities with respect to:




§
            Quarterly
                and annual consolidated financial statements and financial information
                filed with the Securities and Exchange
                Commission,


§
            System
                of internal controls,


§
            Financial
                accounting principles and policies,


§
            Internal
                and external audit processes, and


§
            Regulatory
                compliance programs.




The
      committee meets periodically with management to consider the adequacy of our
      internal controls and financial reporting process. It also discusses these
      matters with our independent auditors and with appropriate financial personnel
      employed by us. The committee reviews our financial statements and discusses
      them with management and our independent auditors before those financial
      statements are filed with the Securities and Exchange Commission.




The
      committee has the sole authority to retain and dismiss our independent auditors
      and periodically reviews their performance and independence from management.
      The
      independent auditors have unrestricted access and report directly to the
      committee.




**Audit
      Committee Financial Expert**




The
      Board
      of Directors has determined and Mr. Jeub has agreed to serve as the Audit
      Committee's financial expert. We believe that Mr. Jeub is independent, as that
      term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities and
      Exchange Act. Because we are not a listed issuer, the members of the Audit
      Committee are not subject to the independence requirements of any national
      securities exchange or association. Notwithstanding, we believe that all of
      our
      Audit Committee members satisfy the independence requirements of the Nasdaq
      Stock Market and the American Stock Exchange.









**Compliance
      with Section 16(a) of the Exchange Act**




Section
      16(a) of the Exchange Act requires our officers, directors and persons who
      own
      more than 10% of any class of our securities registered under Section 12(g)
      of
      the Exchange Act to file reports of ownership and changes in ownership with
      the
      SEC. Officers, directors and greater than 10% stockholders are required by
      SEC
      regulation to furnish us with copies of all Section 16(a) forms they file.




Based
      solely on our review of copies of such reports, we believe that there was
      compliance with all filing requirements of Section 16(a) applicable to our
      officers, directors and 10% stockholders during fiscal 2005.




**Code
      of Ethics**




On
      May 2,
      2004, we adopted a code of ethics that applies to its Chief Executive Officer,
      Principal Financial and Accounting Officer and Controller. A copy of the
      Company’s code of ethics was filed as Exhibit 14.1 to the Company’s Annual
      Report on Form 10-KSB filed on May 11, 2004, which is incorporated by
      reference.




**ITEM
      10. EXECUTIVE COMPENSATION.**




**Executive
      Officers**




The
      following table sets forth certain summary information for the fiscal years
      ended December 31, 2005, 2004 and 2003 regarding compensation awarded to, earned
      by, or paid to our Chief Executive Officer and other Executive Officers. While
      the Company has not adopted, nor have the shareholders of the Company approved,
      an employee stock option program; the Company does provide for equity-based
      compensation in the forms of warrants and grants of restricted stock. We have
      included this information in the following tables.




**Summary
                  Compensation Table****Long
                  Term****Annual
                  Compensation**
              
              **Compensation
                  Awards**(a)
              
              (b)
              
              (c)
              
              (d)
              
              (f)
              
              (g)
              
              (i)**Restricted**
              
              **Securities****Stock**
              
              **Underlying****Fiscal**
              
              
              
              
              
              **Awards**
              
              **Options/Warrants**
              
              **All
                  Other****Name
                  and Principal Position**
              
              **Year**
              
              **Salary
                  ($)**
              
              **Bonus
                  ($)**
              
              **(#
                  of shares)**
              
              **(#
                  of shares)**
              
              **Compensation
                  ($)**Joel
                  A. Shapiro(1)
              
              
              2005
              
              $
              130,000
              
              
              —
              
              
              1,291,950
              
              
              —
              
              
              —President,
                  Chief
              
              
              2004
              
              
              
              
              
              
              
              
              0
              
              
              —
              
              $
              159,500Executive
                  Officer,
              
              
              2003
              
              
              
              
              
              
              
              
              12,000
              
              
              —
              
              $
              114,500DirectorLynn
                  K. Fetterman(2)
              
              
              2005
              
              $
              44,315
              
              
              —
              
              
              125,000
              
              
              —
              
              $
              20,246Chief
                  Operating Officer
              
              
              
              
              
              —
              
              
              —
              
              
              
              
              
              —
              
              
              —and
              
              
              
              
              
              —
              
              
              —
              
              
              
              
              
              —
              
              
              —Chief
                  Financial Officer,Jonathon
                  A. Sebastiani
              
              
              2005
              
              $
              34,167
              
              
              —
              
              
              50,000
              
              
              —Interim
                  President (June –
                  July,
                  2005)


(1)
            On
                September 1, 2005, Joel Shapiro was appointed President, replacing
                Jon
                Sebastiani, who had held the position on an interim basis since June
                of
                2005. In 2003 and 2004 we paid $114,500 and $159,500, respectively,
                to
                Joel Shapiro as a consultant. The 1,291,950 shares were actually
                granted
                on March 16, 2006, not occurring during the fiscal 2005 year, but
                occurring prior to the filing of this Annual Report on Form
                10-KSB.









(2)
            On
                November 4, 2005, Lynn Fetterman was appointed as Chief Financial
                Officer
                and Chief Operating Officer. The issuance of Mr. Fetterman’s restricted
                stock grant under the terms of his employment agreement, was not
                approved
                by the Board and issued until the January, 2006 Board meeting, within
                60
                days of fiscal year end 2005. This restricted stock grant, along
                with the
                warrant grants specified in his employment agreement, and the March
                16,
                2006 stock grant reported on Form 8-K, are all presented in adjusted,
                post-split shares. The $20,246 paid by the Company in 2005 was fringe
                benefits associated with Mr. Fetterman’s
                relocation.




Option/SAR
      Grants in Last Fiscal Year




None
      of
      the executive officers named in the table above was granted options or SARs
      during the last fiscal year.




Aggregated
      Option/SAR Exercised And Fiscal Year-End Option/SAR Values




None
      of
      the executive officers named in the tables above exercised options or SARs
      during the last fiscal year.




**Board
      of Directors**




Our
      directors who are employees do not receive any compensation from us for services
      rendered as directors.




Each
      of
      our non-employee directors receives $25,000 a year for serving on the Board
      of
      Directors and an additional $1,000 per board or committee meeting. Additionally,
      Mr. Jeub receives $10,000 a year for his service as Chairman of the Audit
      Committee. There are currently two standing Board committees, an audit committee
      and a compensation committee. Cash fees to be paid to directors have not been
      paid as of December 20, 2005 and are currently accruing. In addition, each
      non-employee director is entitled to reimbursement of travel expenses.




On
      November 22, 2004, Anthony J.A. Bryan received an additional grant of 325,000
      shares of our common stock and Phillip E. Pearce, a former director, received
      an
      additional grant of 400,000 shares of our common stock. These shares are subject
      to forfeiture if the corresponding directorship is terminated before the
      one-year issuance anniversary or if certain performance criteria, to be
      determined, have not been met. The agreement with Mr. Pearce, a former director,
      was modified to allow for his retention of 400,000 shares issued to him. On
      July
      8, 2004, Mr. Jeub received a warrant to purchase 120,000 shares of our common
      stock exercisable for a period of five years from the date of issuance, with
      an
      exercise price of $1.05 per share. The warrant vests on a monthly rate of 10,000
      shares beginning on July 14, 2004.




Non-employee
      directors may in the future be granted incentive-based stock
      compensation.




**Employment
      Agreements and Change of Control Arrangements**




On
      June
      29, 2005, we entered into an employment agreement with Mr. Sebastiani. In
      connection with our offer of employment, we agreed to issue to him 50,000 shares
      of common stock and a five-year warrant to purchase 500,000 shares of common
      stock, exercisable at $5.00 per share. The warrant was to vest quarterly on
      a
      pro rata basis at an annual rate of 100,000 shares. For a variety of reasons,
      in
      autumn of 2005, our employment relationship with Mr. Sebastiani broke down.
      We
      and his representatives are currently in discussions concerning such
      relationship.




As
      of
      November 4, 2005, Lynn Fetterman became employed as our Chief Financial Officer
      and Chief Operating Officer. Mr. Fetterman's compensation includes a base salary
      of $174,061 per annum along with employee benefits as offered to employees
      of
      the Company. Mr. Fetterman also received 7,500,000 shares of common stock of
      the
      Company valued at $375,000 in January, 2006.




The
      Company does not have an employment agreement in place with Joel
      Shapiro.







**Stock
      Option Plans**




The
      Company currently offers no stock option or incentive plans.




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




As
      used
      in this section, the term beneficial ownership with respect to a security is
      defined by Rule 13d-3 under the Securities Act of 1934, as amended, as
      consisting of sole or shared voting power (including the power to vote or direct
      the vote) and/or sole or shared investment power (including the power to dispose
      of or direct the disposition of) with respect to the security through any
      contract, arrangement, understanding, relationship, or otherwise, subject to
      community property laws where applicable.




The
      following table sets forth, as of December 31, 2005, the beneficial ownership
      of
      our common stock by each executive officer and director, by each person known
      by
      us to beneficially own more than 5% of our common stock and by the executive
      officers and directors as a group. Except as otherwise indicated, all shares
      are
      owned directly and the percentage shown is based on 4,138,454 shares of common
      stock issued and outstanding as of the date of this SEC filing on Form 10-KSB.
      Our common and preferred stock is our only issued and outstanding voting
      securities.




**SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
 **Number
        of Shares (adjusted for 2/28/06 reverse stock split)**
 **4,138,454
        Shares Issued as of 3/30/06**


**Number
                  of**
              
              **Number
                  of**
              
              **Total**
              
              **Percent
                  of****Shares**
              
              **Shares**
              
              **Shares**
              
              **Shares****Beneficially**
              
              **Underlying**
              
              **Beneficially**
              
              **Beneficially****Name
                  and Address of Beneficial Owner(1)**
              
              **Owned**
              
              **Options**
              
              **Owned**
              
              **Owned(2)****5%
                  Shareholders:**The
                  Watley Group LLC1801
                  Century Park East, suite 1830
              
              
              469,800
              
              
              
              
              
              469,800
              
              
              11.4
              %Los
                  Angeles, CA 90067Laurus
                  Master Fund, Ltd.
              
              
              277,956
              
              
              —
              
              
              277,956
              
              
              6.7
              %825
                  Third Avenue, 14th FloorNew
                  York, NY 10022**Directors
                  and Named Executive Officers:**Lynn
                  K. Fetterman
              
              
              125,000
              
              
              —
              
              
              125,000
              
              
              3.0
              %Joel
                  A. Shapiro
              
              
              1,336,118
              
              
              —
              
              
              1,336,118
              
              
              32.3
              %Anthony
                  J. A. Bryan
              
              
              356,350
              
              
              —
              
              
              356,350
              
              
              8.6
              %Michael
                  L. Jueb
              
              
              70,800
              
              
              —
              
              
              70,800
              
              
              1.7
              %Jonathon
                  A. Sebastiani
              
              
              —
              
              
              —
              
              
              -
              
              
              0.0
              %All
                  directors and executive officers as a group
                  (4 persons)
              
              
              1,888,268
              
              
              —
              
              
              1,888,268
              
              
              45.6
              %




(1)
            Based
                on the Schedule 13G filed with the SEC on February 14, 2006 by Laurus
                Master Fund, Ltd. and filed on behalf of Laurus Capital Management,
                LLC,
                Eugene Grin and David Grin, and the Company’s Report of Form 8-K filed
                with the SEC on March 20, 2006. Laurus Capital Management, LLC manages
                Laurus Master Fund, Ltd. Eugene Grin and David Grin are the sole
                members
                of Laurus Capital Management, LLC.




**Changes
      in Control**




We
      are
      not aware of any arrangements which may result in a change in control of the
      Company.







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




On
      September 24, 2004, Gryphon Master Fund, L.P., Warren W. Garden,
      P.C., ** and
      Joel
      Shapiro, our Chief Executive Officer entered into a Stock Pledge Agreement,
      pursuant to which Mr. Shapiro pledged 3,000,000 of his personally owned shares
      of our common stock. The agreement secures the payment of all of our obligations
      existing under the Debt Restructuring Agreement and the Promissory Note dated
      September 24, 2004, issued by us to Gryphon. These shares were transferred
      to
      Gryphon and are being registered herein. On September 24, 2005, the closing
      sales price of our common stock as reported by OTC Bulletin Board was $0.88
      per
      share. Based on that price, the shares were valued at $2,640,000.




Pursuant
      to a Pledge Agreement dated September 30, 2004 between Joel Shapiro and Longview
      Fund, LP, Longview Equity Fund, LP and Longview International Equity Fund,
      LP,
      Mr. Shapiro pledged 250,000 of his personally owned shares of our common stock
      as security for the performance of our obligations under the Note Purchase
      Agreement, the notes granted pursuant thereto, and the Amended Agreement with
      Longview. Upon foreclosure under the Pledge Agreement, the pledged shares shall
      be deemed registrable securities, and such pledged shares shall be registered
      with the Securities and Exchange Commission in accordance with the terms,
      conditions and provisions of the Note Purchase Agreement. On September 30,
      2004,
      the closing sales price of our common stock as reported by OTC Bulletin Board
      was $0.90 per share. Based on that price, the shares were valued at
      $225,000.




**ITEM
      13. EXHIBITS**




**Exhibits**




Exhibit
                Number
            
            Description2.1
            
            Share
                Exchange Agreement between Tech-Net Communications, Inc. and the
                stockholders of Knightsbridge Fine Wines, Inc., dated as of July
                31, 2003
                (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report
                on Form 8-K filed on August 1, 2003).2.2
            
            Form
                of Termination, Settlement and Release Agreement between Raúl Enrique
                Granillo Ocampo, Nelida Barros Reyes de Granillo Ocampo, Bodegas
                y Viñedos
                Anguinan S.A. and the Company, KFWBA Acquisition Corp., Raul Marozof,
                dated as of November 30, 2004 (Incorporated by reference to Exhibit
                2.1 to
                the Company’s Current Report on Form 8-K filed on December 20, 2004).3.1
            
            Articles
                of Incorporation of Tech-Net Communications, Inc. (Incorporated by
                reference to Exhibit 3.1 to the Company’s Registration Statement on Form
                SB-2 (File No. 333-90456)).3.2
            
            Certificate
                of Amendment to the Articles of Incorporation of the Company.
                (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report
                on Form 10-K filed on May 11, 2004).3.3
            
            Certificate
                of Amendment to the Articles of Incorporation of the Company.
                (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report
                on Form 8-K filed on February 22, 2005).3.4
            
            Amended
                Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to
                the
                Company’s Registration Statement on Form SB-2 (File No.
                333-90456)).10.1
            
            Form
                of Purchase Agreement by and between the Company and Gryphon Master
                Fund,
                L.P., dated as of October 16, 2003 (Incorporated by reference to
                Exhibit
                10.1 to the Company’s Current Report on Form 8-K filed on October 17,
                2003).10.2
            
            Form
                of Convertible Note issued by the Company to Gryphon Master Fund,
                L.P.,
                dated as of October 16, 2003 (Incorporated by reference to Exhibit
                10.2 to
                the Company’s Current Report on Form 8-K filed on October 17,
                2003).









10.3
            
            Form
                of Registration Rights Agreement by and between the Company and Gryphon
                Master Fund, L.P., dated as of October 16, 2003 (Incorporated by
                reference
                to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on
                October 17, 2003).10.4
            
            Form
                of Common Stock Purchase Warrant issued by the Company to Gryphon
                Master
                Fund, L.P., dated as of October 16, 2003 (Incorporated by reference
                to
                Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October
                17, 2003).10.5
            
            Stock
                Purchase Agreement among Raul Granillo Ocampo, Nelida Barros Reyes
                and
                KFWBA Acquisition Corp., dated as of November 5, 2003 (Incorporated
                by
                reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed
                on November 10, 2003).10.6
            
            Form
                of Purchase Agreement by and between the Company and Gryphon Master
                Fund,
                L.P., dated as of December 22, 2003 (Incorporated by reference to
                Exhibit
                10.1 to the Company’s Current Report on Form 8-K filed on December 22,
                2003).10.7
            
            Form
                of Convertible Note issued by the Company to Gryphon Master Fund,
                L.P.,
                dated as of December 22, 2003 (Incorporated by reference to Exhibit
                10.2
                to the Company’s Current Report on Form 8-K filed on December 22,
                2003).10.8
            
            Form
                of Common Stock Purchase Warrant issued by the Company to Gryphon
                Master
                Fund, L.P., dated as of December 22, 2003 (Incorporated by reference
                to
                Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December
                22, 2003).10.9
            
            Form
                of Registration Rights Agreement by and between the Company and Gryphon
                Master Fund, L.P., dated as of December 22, 2003 (Incorporated by
                reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K
                filed on December 22, 2003).10.10
            
            Form
                of Security Agreement by and between the Company and Gryphon Master
                Fund,
                L.P., dated as of December 22, 2003 (Incorporated by reference to
                Exhibit
                10.5 to the Company’s Current Report on Form 8-K filed on December 22,
                2003).10.11
            
            Form
                of Capital Stock Contribution Agreement by and among Kirkland Ranch,
                LLC,
                Kirkland Knightsbridge, LLC, Knightsbridge Fine Wines, Inc and Mr.
                Larry
                Kirkland, dated as of April 21, 2004 (Incorporated by reference to
                Exhibit
                10.1 to the Company’s Current Report on Form 8-K filed on May 3,
                2004).10.12
            
            Form
                of Guaranty issued by the Company in favor of The Travelers Insurance
                Company, dated as of April 21, 2004 (Incorporated by reference to
                Exhibit
                10.2 to the Company’s Current Report on Form 8-K filed on May 3,
                2004).10.13
            
            Form
                of Promissory Note issued by Larry Kirkland, Kirkland Knightsbridge,
                LLC
                and Kirkland Cattle Co. to The Travelers Insurance Company, dated
                April
                21, 2004 (Incorporated by reference to Exhibit 10.3 to the Company’s
                Current Report on Form 8-K filed on May 3, 2004).10.14
            
            Form
                of Trust Deed, Security Agreement, Assignment of Rents and Fixture
                Filing
                by and among Larry Kirkland, Kirkland Knightsbridge, LLC, Kirkland
                Cattle
                Co., First American Title Insurance Company and The Travelers Insurance
                Company, dated April 21, 2004 (Incorporated by reference to Exhibit
                10.4
                to the Company’s Current Report on Form 8-K filed on May 3,
                2004).10.15
            
            Form
                of Securities Exchange Agreement by and between the Company and Gryphon
                Master Fund, L.P., dated as of April 21, 2004 (Incorporated by reference
                to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on May
                3, 2004).10.16
            
            Form
                of Convertible Note issued by the Company to Gryphon Master Fund,
                L.P.,
                dated April 21, 2004 (Incorporated by reference to Exhibit 10.6 to
                the
                Company’s Current Report on Form 8-K filed on May 3,
                2004).









10.17
            
            Form
                of Common Stock Purchase Warrant issued by the Company to Gryphon
                Master
                Fund, L.P., dated April 21, 2004 (Incorporated by reference to Exhibit
                10.7 to the Company’s Current Report on Form 8-K filed on May 3,
                2004).10.18
            
            Form
                of Common Stock Purchase Warrant (Green Shoe Warrant) issued by the
                Company to Gryphon Master Fund, L.P., dated April 21, 2004 (Incorporated
                by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K
                filed on May 3, 2004).10.19
            
            Form
                of Registration Rights Agreement by and between the Company and Gryphon
                Master Fund, L.P., dated as of April 21, 2004 (Incorporated by reference
                to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on May
                3, 2004).10.20
            
            Form
                of Amended and Restated Security Agreement by and between the Company
                and
                Gryphon Master Fund, L.P., dated as of April 21, 2004 (Incorporated
                by
                reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K
                filed on May 3, 2004).10.21
            
            Form
                of Amendment Agreement by and between the Company, Longview Fund,
                LP,
                Longview Equity Fund, LP and Longview International Equity Fund,
                LP, dated
                September 30, 2004. (Incorporated by reference to Exhibit 10.1 to
                the
                Company’s Current Report on Form 8-K filed on October 7,
                2004).10.22
            
            Form
                of Pledge Agreement by and between Joel Shapiro, Longview Fund, LP,
                Longview Equity Fund, LP and Longview International Equity Fund,
                LP, dated
                September 30, 2004. (Incorporated by reference to Exhibit 10.1 to
                the
                Company’s Current Report on Form 8-K filed on October 7,
                2004).10.23
            
            Form
                of Debt Restructuring Agreement dated September 24, 2004 by and between
                the Company and Gryphon Master Fund, LP (Incorporated by reference
                to
                Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
                September 30, 2004).10.24
            
            Form
                of Escrow Agreement dated September 24, 2004 by and between Joel
                Shapiro,
                Gryphon Master Fund, L.P., and Warren W. Garden, P.C. (Incorporated
                by
                reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
                filed on September 30, 2004).10.25
            
            Form
                of Irrevocable Escrow Agent Instructions to Gottbetter & Partners, LLP
                dated September 24, 2004 (Incorporated by reference to Exhibit 10.1
                to the
                Company’s Current Report on Form 8-K filed on September 30,
                2004).10.26
            
            Form
                of Notice of Conversion Price Adjustment to Gryphon Master Fund,
                L.P.
                dated September 24, 2004 (Incorporated by reference to Exhibit 10.1
                to the
                Company’s Current Report on Form 8-K filed on September 30,
                2004).10.27
            
            Form
                of Promissory Note dated September 24, 2004 by and between the Company
                and
                Gryphon Master Fund, LP (Incorporated by reference to Exhibit 10.1
                to the
                Company’s Current Report on Form 8-K filed on September 30,
                2004).10.28
            
            Form
                of Stock Pledge Agreement dated September 24, 2004 between Joel Shapiro,
                Gryphon Master Fund, L.P., and Warren W. Garden, P.C. (Incorporated
                by
                reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
                filed on September 30, 2004).10.29
            
            Sales
                and Marketing Agreement by and between the Company and Kirkland Ranch
                Winery, dated as of June 1, 2003 (Incorporated by reference to Exhibit
                10.2 to the Company’s Registration Statement on Form SB-2/A filed on
                November 2, 2004).10.30
            
            Employment
                Agreement by and between the Company and Jay Essa dated February
                20,
                2003.10.31
            
            Employment
                Agreement by and between the Company and Charles Marin dated February
                20,
                2003.10.32
            
            License
                Agreement by and between the Company, Guy Buffet and The Guy Buffet
                Collection, dated as of July 9, 2003 (Incorporated by reference to
                Exhibit
                10.24 to the Company’s Registration Statement on Form SB-2/A filed on
                November 2, 2004).









10.33
            
            License
                Agreement by and between the Company and The Andy Warhol Foundation
                For
                the Visual Arts, Inc., dated as of September 22, 2003 (Incorporated
                by
                reference to Exhibit 10.25 to the Company’s Registration Statement on Form
                SB-2/A filed on November 2, 2004).10.34
            
            Sales
                and Marketing Agreement by and between the Company and Gutsverwaltung
                Niederhausen Schlossbockenheim, dated as of February 1, 2004 (Incorporated
                by reference to Exhibit 10.26 to the Company’s Registration Statement on
                Form SB-2/A filed on November 2, 2004).10.35
            
            Settlement
                Agreement and Release between the Company and Marks Paneth & Shron,
                LLP dated April 30, 2005 (Incorporated by reference to Exhibit 10.1
                to the
                Company’s Current Report on Form 8-K filed on May 20,
                2005).10.36
            
            Promissory
                Note to Marks Paneth & Shron, LLP dated April 30, 2005 (Incorporated
                by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K
                filed on May 20, 2005).10.37
            
            Security
                Agreement between the Company and Marks Paneth & Shron, LLP dated
                April 30, 2005 (Incorporated by reference to Exhibit 10.3 to the
                Company’s
                Current Report on Form 8-K filed on May 20, 2005).10.38
            
            Security
                and Purchase Agreement dated July 7, 2005 by and among Laurus Master
                Fund,
                Ltd., the Company, and 360 Viansa, LLC(Incorporated
                by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
                filed on July 8, 2005).10.39
            
            Form
                of Secured Convertible Term Note in connection with the July 2005
                private
                placement with Laurus (Incorporated by reference to Exhibit 10.2
                to the
                Company’s Current Report on Form 8-K filed on July 8,
                2005).10.40
            
            Form
                of Secured Revolving Note in connection with the July 2005 private
                placement with Laurus (Incorporated by reference to Exhibit 10.3
                to the
                Company’s Current Report on Form 8-K filed on July 8,
                2005).10.41
            
            Form
                of Secured Convertible Minimum Borrowing Note in connection with
                the July
                2005 private placement with Laurus (Incorporated by reference to
                Exhibit
                10.4 to the Company’s Current Report on Form 8-K filed on July 8,
                2005).10.42
            
            Funds
                Escrow Agreement by and among the Company, Laurus Master Fund, Ltd.
                and
                Loeb & Loeb LLP dated July 7, 2005 (Incorporated by reference to
                Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on July 8,
                2005).10.43
            
            Form
                of Option in connection with the July 2005 private placement with
                Laurus
                (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report
                on Form 8-K filed on July 8, 2005).10.44
            
            Registration
                Rights Agreement dated July 7, 2005, by and between the Company and
                Laurus
                Master Fund, Ltd (Incorporated by reference to Exhibit 10.7 to the
                Company’s Current Report on Form 8-K filed on July 8,
                2005).10.45
            
            Form
                of Common Stock Purchase Warrant dated July 7, 2005 (Incorporated
                by
                reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K
                filed on July 8, 2005).10.46
            
            Subsidiary
                Guarantee dated July 7, 2005 (Incorporated by reference to Exhibit
                10.9 to
                the Company’s Current Report on Form 8-K filed on July 8,
                2005).10.47
            
            Stock
                Pledge Agreement dated July 7, 2005, among Laurus Master Fund, Ltd.,
                the
                Company, 360 Viansa LLC, KFWBA Acquisition Corporation, Dominion
                Wines,
                Ltd., Knightsbridge Torrique, and Laurus Master Fund, Ltd. (Incorporated
                by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K
                filed on July 8, 2005).









10.48
            
            Lien
                Subordination Agreement between Gryphon Master Fund, L.P., Laurus
                Master
                Fund, Ltd., the Company and 360 Viansa LLC (Incorporated by reference
                to
                Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on July 8,
                2005).10.49
            
            Master
                Security Agreement to Laurus Master Fund, Ltd. (Incorporated by reference
                to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on July
                8, 2005).10.50
            
            Real
                Estate Sales Contract between Charles Trios, Trustee and the Company
                (Incorporated by reference to Exhibit 10.13 to the Company’s Current
                Report on Form 8-K filed on July 8, 2005).10.51
            
            Secured
                Convertible Term Note for Wynthrop Barrington, Inc (Incorporated
                by
                reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K
                filed on July 8, 2005).10.52
            
            Asset
                Purchase Agreement by and among Viansa Winery, La Fontana di Viansa,
                LLC
                and 360 Viansa LLC, a Nevada limited liability company, dated June
                21,
                2005 (Incorporated by reference to Exhibit 10.15 to the Company’s Current
                Report on Form 8-K filed on July 8, 2005).10.53
            
            Stock
                Purchase Agreement by and among the Company, BMAC Corp., and the
                stockholders of BMAC dated January 13, 2006 (Incorporated by reference
                to
                Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January
                19, 2006).10.54
            
            Form
                of Stock Purchase Agreement by and between the Company and each of
                certain
                stockholders of First Montauk Financial Corp. dated January 13, 2006
                (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report
                on Form 8-K filed on January 19, 2006).10.55
            
            Financial
                Consulting Agreement by and between the Company and 360 Global Financial
                LLC 2 dated November 17, 2005 (Incorporated by reference to Exhibit
                10.2
                to the Company’s Current Report on Form 8-K/A filed on February 10,
                2006).14.1
            
            Code
                of Ethics of the Company (Incorporated by reference to Exhibit 14.1
                to the
                Company’s Annual Report on Form 10-KSB filed on May 11,
                2004).16.1
            
            Letter
                Regarding Change in Certifying Accountant from Lopez, Blevins, Bork
&
                Associates, L.L.P dated May 31, 2005 (Incorporated by reference to
                Exhibit
                16.1 to the Company’s Current Report on Form 8-K filed on May 31,
                2005).21.1
            
            List
                of Subsidiaries (Incorporated by reference to Exhibit 21.1 to the
                Company’s Annual Report on Form 10-KSB filed on May 11,
                2004).31.1+
            
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.31.2+
            
            Certification
                of Principal Financial and Accounting Officer Pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002.32.1+
            
            Certification
                of Chief Executive Officer and Principal Financial and Accounting
                Officer
                Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.


+
      Filed
      herewith.







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




**Audit
      Fees**




The
      aggregate fees billed for professional services rendered by David S. Hall,
      P. C.
      for the audit of the registrant's annual financial statements and review of
      financial statements included in the registrant's Form 10-KSB or services that
      are normally provided by the accountant in connection with statutory and
      regulatory filings or engagements for fiscal year 2005 are anticipated to be
      $130,000.




The
      aggregate fees billed for professional services rendered by Lopez, Blevins
      and
      Bork LLP for the audit of the registrant's annual financial statements and
      review of financial statements included in the registrant's Form 10-KSB or
      services that are normally provided by the accountant in connection with
      statutory and regulatory filings or engagements for fiscal year 2004 were
      $289,861.




**Audit-Related
      Fees**




NONE




**Tax
      Fees**




NONE




**All
      Other Fees**




NONE




**Audit
      Committee Policies and Procedures**




The
      policy of our Audit Committee is to pre-approve all audit and permissible
      non-audit services to be performed by the Company’s independent auditors during
      the fiscal year.




No
      services related to *Audit-Related
      Fees* , *Tax
      Fees* or *All
      Other Fees* described above, were approved by the Audit Committee.







**SIGNATURES**





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




360
              Global Wine
              CompanyBy:
            /s/ Joel
              ShapiroJoel
              Shapiro,Chief
              Executive Officer





Date: March 30,
              2006




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




By:
              /s/ Joel
                ShapiroJoel
                Shapiro,Chief
                  Executive Officer and Director
                (Principal Executive
                  Officer)
 
 Date: March 30,
                2006
 By:
                  /s/ Anthony
                    J.A. BryanAnthony
                    J.A. Bryan,Non-Executive
                        Chairman and Director
 
 Date: March 30,
                    2006


By:
                  /s/ Lynn
                    K.
                    FettermanLynn
                    K. Fetterman,Chief
                        Operating Officer and Chief Financial Officer
                      (Principal
                        Financial Officer and Principal Accounting
                        Officer)
 
 Date: March 30,
                    2006
 By:
                    /s/ Michael
                      JeubMichael
                      JeubDirector
 
 Date: March 30,
                      2006