UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB/A

                         Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.

                   For the Fiscal Year Ended December 31, 2004

                         Commission File Number 0-50092

                             360 GLOBAL WINE COMPANY
                 (Name of Small Business Issuer in Its Charter)

             Nevada                                      98-0231440
-------------------------------              -----------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

One Kirkland Ranch Road, Napa, California                     94558
------------------------------------------             ------------------
(Address of Principal Executive Offices)                    (Zip Code)

                                 (707) 254-9100
                (Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:
 Common Stock, $0.001 par value

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Securities  Act  during  the past 12 months and (2) has been
subject to such filing requirement for the past 90 days.
                         X  YES          NO
                       -----       -----


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

The issuer's revenues for its most recent fiscal year were: $3,111,403.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  of the registrant as of April 14, 2005 was $3,739,830  (computed
by multiplying  the closing sales price for our common stock on such date by the
number of shares of common stock held by persons other than officers,  directors
or by  record  holders  of 10% or more of the  registrant's  outstanding  common
stock. This  characterization of officers,  directors and 10% or more beneficial
owners as affiliates is for purposes of computation only and is not an admission
for any purposes that such people are affiliates of the registrant).

The number of shares of the Company's common stock outstanding on April 14, 2005
was 42,540,797.


<PAGE>




                                TABLE OF CONTENTS
                                                                            Page

                                     PART I

Item 1.      Description of Business.......................................... 1
Item 2.      Description of Property.......................................... 8
Item 3.      Legal Proceedings................................................ 8
Item 4.      Submission of Matters to a Vote of Security Holders.............. 8

                                  PART II

Item 5.      Market for Common Equity, Related Stockholder Matters and
              Small Business
             Issuer Purchases of Equity Securities............................ 9
Item 6.      Management's Discussion and Analysis or Plan of Operation........12
Item 7.      Financial Statements.............................................23
Item 8.      Changes in and Disagreements with Accountants on Accounting
              and Financial
             Disclosure.......................................................37
Item 8A.     Controls and Procedures..........................................38

                                 PART III

Item 9.      Directors and Executive Officers of the Registrant...............38
Item 10.     Executive Compensation...........................................42
Item 11.     Security Ownership of Certain Beneficial Owners, and
              Management and Related Stockholder Matters......................43
Item 12.     Certain Relationships and Related Transactions...................45
Item 13.     Exhibits List and Reports on Form 8-K............................46
Item 14.     Principal Accountants Fees and Services..........................49

Signatures   .................................................................50












                                       i
<PAGE>


                                     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.  Forward-looking statements
often include the words "believe,"  "expect,"  "anticipate,"  "intend,"  "plan,"
"estimate" or similar expressions.

         Our  ability to  achieve  our goals  depends on many known and  unknown
risks and  uncertainties,  including  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.

         In addition, these forward-looking statements speak only as of the date
of this filing.  We believe it is in the best  interest of our  investors to use
forward-looking  statements in discussing  future  events.  However,  we are not
required to, and you should not rely on us to, revise or update these statements
or any  factors  that may  affect  actual  results,  whether  as a result of new
information, future events or otherwise.


ITEM 1.  DESCRIPTION OF BUSINESS

Overview


         360 Global Wine Company "360 Global" 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. 360 Global believes that currently there
is an  oversupply  of small and  mid-sized  wineries  lacking  effective  sales,
marketing,   and  branding  strength,   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. We also believe 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,  thereby  creating a comparative
advantage  for us. On August 1, 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, Inc. 360 Global Wine Company is now the parent company to our operating
subsidiaries.


         On April 21, 2004 we acquired  50% of  Kirkland  Knightsbridge,  LLC, 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, Kirkland Knightsbridge,  Knightsbridge and
Mr. Larry Kirkland.



                                       1
<PAGE>

<TABLE>

         Most of our current costs consist primarily of expenses associated with
developing  our  corporate  strategy.  As a  result  of our plan to  expand  our
operations  through new  internal  and external  initiatives  to expand  revenue
growth, we expect these costs to increase. Our profitability and success depends
upon our success in executing our strategy to consolidate and build an efficient
operation, as well as our ability to raise capital to execute our growth plans.


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.

Corporate History

         We were  incorporated  under the laws of the state of Nevada in May 15,
2000,  with the name  Tech-Net  Communications,  Inc. Our original  business was
establishing an Internet e-commerce gateway,  the Technet Gateway,  for exchange
of  telecommunications  services  specifically targeted to small and medium size
users   of  such   services.   It  was  our   intention   to   provide   the  US
telecommunications  industry  an online  tool  enabling  them to market and sell
their products  through our website  thereby  allowing them to reach an untapped
market  of  buyers  consisting  of small to medium  size  businesses  in need of
telecommunication products.

         Due  to  deteriorating   market   conditions  and  lack  of  additional
financing,  in the summer of 2003,  we  determined  that we would  search for an
ongoing  business that we could purchase  solely for stock rather than having to
raise capital necessary to completely  launch our existing business  enterprise.
On August 1, 2003, we completed a share exchange with  Knightsbridge Fine Wines,
Inc. and changed our name, Tech-Net  Communications,  Inc. to Knightsbridge Fine
Wines, Inc. As a result of the share exchange,  Knightsbridge  became our wholly
owned subsidiary.  On February 15, 2005, we changed our name from  Knightsbridge
Fine Wines, Inc. to 360 Global Wine Company.


Products

         As of the date of this filing,  with the exception of wines produced by
Kirkland  Knightsbridge,  LLC, our joint  venture with the  Kirkland  Ranch,  we
currently market and distribute wines produced by third parties under our own or
such other  parties'  labels.  These  include a variety  of red and white  wines
produced under the following labels by the following parties:

--------------------------------------- --------------------------------- -------------------------------
           Wine/Label                             Producer                      Ownership of Label
--------------------------------------- --------------------------------- -------------------------------
<S>                                     <C>                               <C>
The Global Collection of Guy Buffet     Kirkland Knightsbridge, LLC       360 Global (1)
--------------------------------------- --------------------------------- -------------------------------




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<PAGE>

Kirkland Ranch Estate Wines             Kirkland Knightsbridge, LLC       Kirkland Knightsbridge (2)
--------------------------------------- --------------------------------- -------------------------------
Kirkland Ranch                          Kirkland Knightsbridge, LLC       Kirkland Knightsbridge (2)
--------------------------------------- --------------------------------- -------------------------------
Jamieson Canyon                         Kirkland Knightsbridge, LLC       Kirkland Knightsbridge (2)
--------------------------------------- --------------------------------- -------------------------------
Alexander Park                          Dominion Wines, Ltd (3)           Dominion Wines, International
--------------------------------------- --------------------------------- -------------------------------
Vinus                                   Dominion Wines, Ltd (3)           Dominion Wines, International
--------------------------------------- --------------------------------- -------------------------------
Saddle Mountain                         Dominion Wines, Ltd. (3)          Dominion Wines, International
--------------------------------------- --------------------------------- -------------------------------
</TABLE>


     (1) During  the first run of this line of wines,  which was  produced  by a
     third  party,  we  were  the  sole  marketer  and   distributor.   Kirkland
     Knightsbridge,  LLC  produced  the second run of this line at the  Kirkland
     Ranch, but we will be the sole owners of this label.
     (2)  Pursuant  to the  Capital  Stock  Contribution  Agreement,  from which
     Kirkland Knightsbridge, LLC was formed, we have a 50% ownership interest in
     this wine.
     (3) We do not provide  any  services  to  Dominion  Wines,  Ltd. We are the
     majority owner of Dominion Wines International, maintaining a 56% ownership
     interest.



Current Sales and Marketing

         Prior to our acquisition of Kirkland Knightsbridge, LLC we marketed and
distributed  wines produced by third parties under such other  parties'  labels.
However,  with the acquisition,  we entered into an exclusive agreement with the
Kirkland  Knightsbridge,  LLC to sell wine and wine related  products  under its
label. In addition, under a separate bottling agreement, Kirkland Knightsbridge,
LLC 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  in  limited  quantities,  directly  from  the  winery.  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 and Puerto Rico, and  internationally  in the
Caribbean Islands and Canada.  We are currently  investigating how to extend our
distribution  network into the Far East and Europe. As part of this process,  we
recently  signed a sales and  marketing  agreement  with a European  winery.  We
employ 3 dedicated  sales and  marketing  professionals  who work  directly with
distributors in a particular  region of the United States,  and their customers.
In addition,  we have 25 broker agents who assist our sales and marketing forces
with the distribution of our wines.

Customers
          Since  the  distributors  we sell  our  wine to  remarket  the wine to
grocery stores,  wine shops,  restaurants,  etc, our end-customer is the general
public.  Accordingly,  we are not  dependent on a  particular  customer or small
group of customers.



                                       3
<PAGE>

Growth Strategy

         We intend to grow our operations through both internal  initiatives and
external  acquisitions.  The internal  initiatives  include  developing  new and
innovative   brands  and  alliances  with  noted  artists  that  leverage  their
proprietary designs into award winning wine labels that produce a differentiated
consumer  product.  We further  intend to  internally  grow 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.   The  external   initiatives   include  targeting  and
subsequently  acquiring  small to mid-sized  wineries and  distressed  brands or
inventory,  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.  In turn,  that
should provide wider public awareness and a greater level of sales.

         The   following   initiatives   represent  the  internal  and  external
transactions that we have recently initiated, developed, or acquired.

The Artist Series of Fine Wines

         In order to  complement  our  growth,  we  decided to create new brands
based upon  world-renowned  artists to  maximize  brand name  recognition  while
minimizing  marketing  costs.  As part of this  strategy,  we  entered  into two
agreements with renowned artists.

         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  features
California Chardonnay,  Merlot, Cabernet Sauvignon,  Sauvignon Blanc, and Shiraz
from Australia. As distribution grows internationally, we intend to add varietal
blends from New Zealand and Bordeaux.  In addition, we have 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. Guy
Buffet receives  non-refundable  royalties, at a rate of $5.00 per twelve-bottle
wine cases on sales of the licensed  products we sell. In addition,  we will pay
Guy  Buffet  a  non-refundable  Guaranteed  Minimum  Royalty  in the  amount  of
$150,000  in 12 monthly  installments  during the term of the  agreement  as  an
advance against the royalties  previously  described.  The agreement  expires on
July 8, 2006 and we launched  this artist  series  during the fourth  quarter of
2003.

         On September  22, 2003,  the Company  entered into a license  agreement
with the Andy Warhol  Foundation for the Visual Arts to market an  international
collection  of wines.  The  agreement  expires  on  December  31,  2006,  and we
anticipate  launching  this artist series during the second half of 2005.  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, the Andy Warhol Foundation will receive four percent
(4%) of all net sales of the wine  containing  Andy  Warhol's  artwork or quotes
that we sell. We are also required to pay the following  minimum royalty fees to
the Andy Warhol  Foundation:  $40,000 on December 31, 2003;  $45,000 on December



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<PAGE>

15, 2004;  $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.


Gutsverwaltung Niederhausen Schlossbockenheim sales and marketing agreement

         On February 1, 2004,  we entered into a sales and  marketing  agreement
with   Gutsverwaltung   Niederhausen   Schlossbockenheim,   a   German   Winery.
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. Under the agreement, we have a goal to purchase at least 70,000, 750
milliliter  bottles of wine; our target for 2004 however,  was 100,000  bottles.
Due to various  constraints,  we were unable to reach that goal.  We solicit and
confirm  all orders we choose to accept and  arrange  for  shipments  to be sent
directly  from  Gutsverwaltung  or such  warehouse  or  shipping  location as we
designate.  We are also  responsible  for all  freight  charges.  The  agreement
expired on December 31st 2004, but was automatically renewed for the year ending
December 31, 2005 per the terms of the contract.

Vanderbilt Series of Wines

         In November 2004, we entered into a worldwide  licensing agreement with
Consuelo  Vanderbilt  Costin.  Under the  agreement,  we  agreed  to an  initial
ten-year  sales and marketing  agreement  covering a select series of Vanderbilt
label premier wines and Consuelo  Vanderbilt  Costin agreed to lend her name and
talent to the joint  venture,  serving as the  spokesperson  for this  series of
Vanderbilt wines.

         The  Vanderbilt   series  will  include  Consuelo   Vanderbilt   Wines,
Vanderbilt Estates,  Vanderbilt Reserve Wines, and Vanderbilt Cellars offering a
wide range of premier wines to discerning wine enthusiasts across the globe.

         Both Consuelo  Vanderbilt and the Company have received  correspondence
from an attorney  representing The Biltmore Company claiming that they owned the
rights to the name  "Vanderbilt"  and  requesting  that we cease and desist from
using such name in connection with the sale of our products. Unless this dispute
is settled, it is possible that we will be unable to proceed with this series of
wines. For additional information please see Item 3 - Legal Proceedings.

Acquisitions During the Fiscal Year Ended December 31, 2004

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 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 Kirkland  Knightsbridge,  LLC in the aggregate  amount of $2.4
million  to be paid pari  passu  with  other  debt from any  initial  profits of


                                       5
<PAGE>

Kirkland  Knightsbridge,  LLC.  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 Kirkland Knightsbridge, LLC.

         Pursuant to the Contribution Agreement,  Kirkland Ranch contributed all
of its assets and certain of its  liabilities  to Kirkland  Knightsbridge,  LLC,
including all of the assets of the Kirkland Ranch Winery located in Napa Valley,
California.  Kirkland  Knightsbridge,  LLC 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  Kirkland  Knightsbridge,  LLC 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,   Kirkland
Knightsbridge,  LLC will  serve as the  exclusive  bottler  of our  products  in
California.

         In connection  with the operations of Kirkland  Knightsbridge,  LLC and
subject to the budget approval  process of Kirkland  Knightsbridge,  LLC, we are
required to make  additional cash capital  contributions  in accordance with the
approved budget of Kirkland Knightsbridge, LLC. 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 Kirkland Knightsbridge, LLC.


Recent Developments

         On December 16, 2004, we entered into an agreement to divest  ourselves
of our ownership  interest in Bodegas Y Vinedos  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.





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<PAGE>

Competition

         The premium segment of the wine industry is intensely competitive.  Our
competitors  produce  table,  premium  and other  wines in the United  States of
America,  Europe,  South Africa,  South America,  Australia and New Zealand. 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.  Since inception,  we have only had 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.

Industry Taxes and Costs

                  The United States  Government  imposes a federal excise tax of
$2.55 per case on table wine. In addition, various states (including California)
also impose excise taxes on wine.  There can be no guarantee that the Federal or
State Governments will not increase excise tax on wines in the near future.

Regulatory Environment

Regulation; Permits and Licenses

         The wine  industry is subject to  extensive  regulation  by the Federal
Alcohol and Tobacco Tax and Trade Bureau, various foreign agencies and state and
local liquor  authorities.  These  regulations  and laws dictate such matters as
licensing  requirements,  trade and pricing  practices,  permitted  distribution
channels,   permitted  and  required  labeling,   advertising  restrictions  and
relations with wholesalers and retailers.  Expansion of our existing  facilities
and  development  of new  vineyards  and  wineries may be limited by present and
future   zoning   ordinances,   environmental   restrictions   and  other  legal
requirements.  In addition,  new  regulations  or  requirements  or increases in
excise taxes, sales taxes or international  tariffs,  could materially adversely
affect the financial results of the Company.  Currently,  however, we believe we
are in compliance with all currently applicable federal and state regulations.

         The Securities and Exchange  Commission has adopted  regulations  which
generally  define a "penny  stock" to be any equity  security  that has a market
price (as therein  defined) less than $5.00 per share or with an exercise  price
of less than $5.00 per share,  subject to certain exceptions.  Additionally,  if
the equity  security is not  registered or  authorized on a national  securities
exchange or Nasdaq,  the equity security also would  constitute a "penny stock."
Since our  common  stock  falls  within the  definition  of penny  stock,  these



                                       7
<PAGE>

regulations require the delivery,  prior to any transaction involving our common
stock, of a risk disclosure  schedule  explaining the penny stock market and the
risks  associated with it.  Disclosure  about  compensation  payable to both the
broker-dealer and the registered  representative  and current quotations for the
securities is also required. In addition,  monthly statements are required to be
sent disclosing  recent price  information for the penny stocks.  The ability of
broker/dealers  to sell our common stock and the ability of shareholders to sell
our common stock in the secondary market could be limited,  which could severely
and adversely affect the market liquidity of our common stock. We can provide no
assurance that trading in our common stock will not be subject to these or other
regulations  in the  future,  which would  negatively  affect the market for our
common stock.

Research and Development

         We did not conduct any significant research and development  activities
during the fiscal years ended December 31, 2004 and December 31, 2003.

Employees

         At December 31, 2004, we had 6 full time employees based throughout the
United States. We also pay approximately 25 broker-agents on a commission basis,
as independent  contractors,  to assist our sales and marketing  forces with the
distribution of our wines.

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


ITEM 2.  DESCRIPTION OF PROPERTY

         For the fiscal year ended December 31, 2003, our U.S.  corporate office
was located at 65 Shrewsbury Road, Livingston, NJ 07039. This space was provided
on a rent-free basis by our majority  shareholder.  As a result, the Company did
not recognize rental expense in the previous fiscal year.

         Commencing April 21, 2004, our principal  corporate office was moved to
One  Kirkland  Ranch Road,  Napa,  California  94558.  The  property is owned by
Kirkland Knightsbridge,  LLC and has an existing mortgage securing a $20,000,000
loan. The Kirkland Ranch consists of sixty-nine  (69) acres of vineyard land and
a 57,000  square  foot  winemaking  facility.  Since  relocation,  our office in
Livingston,  NJ has been closed.  The company now has a satellite U.S. office in
New Canaan, CT.


ITEM  3. LEGAL PROCEEDINGS

         On April  14,  2004,  a  complaint  was  filed by the  California  Wine
Company, as plaintiff,  against us in Napa County Superior Court of the State of
California.  The complaint  alleges breach of contract,  anticipatory  breach of
contract,  breach of an interim sales agent  agreement and breach of the implied
covenant of good faith and fair dealing. Although management disputes any claims
for damages,  plaintiff seeks damages in excess of $2.5 million, which are based
on future  events  which  management  believes  will not  occur.  The  plaintiff



                                       8
<PAGE>

alleges,  among other things,  the failure of us to perform our  obligations  to
purchase grapes under a certain grape purchase agreement, and costs incurred for
moving and storing bulk wines.  We are currently  negotiating a settlement  with
the plaintiff.

         Due to the  uncertainties  of litigation,  it is,  however,  reasonably
possible that an unfavorable outcome,  resulting in a loss, will occur, although
the amount of such an effect cannot currently be estimated.

         In September 2004, we received correspondence from counsel to an entity
purportedly  known as  Knightsbridge  Wine  Shoppe,  which  alleged that we were
infringing upon its use of the trademark  "Knightsbridge  Wine." Due to the high
cost of  litigating  this type of claim and the Company's  pre-existing  plan to
re-brand its products,  management  believed that it was in the best interest of
the Company to settle the case.  Accordingly,  we signed a settlement  agreement
with  Knightsbridge  Wine Shoppe in November  2004.  Pursuant to the  settlement
agreement,  we  agreed  to  change  our name on or  before  February  15,  2005.
Effective as of February 15, 2005, our name was changed from  Knightsbridge Fine
Wines, Inc. to 360 Global Wine Company.

         Management has been informed that a former  shareholders of the Company
filed a suit against the Company and that four former shareholders may file suit
against the Company.  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.

         On March 11, 2005 the Company received  correspondence  from counsel to
seven  former  employees  of the  Company,  which  alleges  that the Company has
outstanding  debts due to the former  employees.  The  Company is  currently  in
negotiations to settle this dispute.

         On  January  7,  2005,  we  received  correspondence  from an  attorney
representing  The Biltmore  Company  claiming  that they owned the rights to the
name  "Vanderbilt"  and requesting that we cease and desist from using such name
in  connection  with the sale of our  products.  At the time,  360  Global  Wine
Company instructed  representatives of Consuelo Vanderbilt Costin to contact the
attorney  representing  The  Biltmore  Company in order to settle the claim.  On
April  12,  2005,  we  received  a  second   correspondence  from  the  attorney
representing  The Biltmore  Company  informing us that they have yet to reach an
acceptable  settlement  agreement with  representatives  of Consuelo  Vanderbilt
Costin. Furthermore, their attorney stated that The Biltmore Company would still
consider our use of "Vanderbilt"  to be  unacceptable  and would likely initiate
legal  action  seeking  remedies  if  we  proceed  with  the  introduction  of a
"Vanderbilt  Series" of wines.  Although Company believes that this dispute will
eventually  be  settled,  it is possible  that the  parties  will not be able to
settle their  differences  and that the Company will not be able to proceed with
the introduction of a "Vanderbilt  Series" of wines or its introduction  will be
substantially delayed.

         On February 10, 2005, Larry Kirkland, purportedly on behalf of Kirkland
Knightsbridge,  LLC, 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  Kirkland
Knightsbridge. 360 Global Wine Company has taken the position that the financing
statement was properly authorized by Kirkland  Knightsbridge,  LLC, and believes
further that Mr. Kirkland had no authority  pursuant to the operating  agreement
of Kirkland Knightsbridge to file the corrective statement.  Accordingly, we are



                                       9
<PAGE>

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
Kirkland  Knightsbridge and that Kirkland Knightsbridge 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

         We did not submit any  matters to a vote of the  security  holders at a
shareholder  meeting during the fourth quarter of the fiscal year ended December
31, 2004.  We did,  however,  solicit  written  consents  from a majority of its
shareholders   on  December  27,  2004  to  change  the   Company's   name  from
Knightsbridge Fine Wines, Inc. to 360 Global Wine Company and amend the Articles
of Incorporation accordingly.  60.56% of our outstanding shares consented to the
action.  We  filed an  Information  Statement  Pursuant  to  Section  14C of the
Securities  Exchange Act of 1934 on January 19, 2005,  with the  Securities  and
Exchange Commission to report this action.

                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
          BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

         Our common  stock is currently  quoted on the OTC Bulletin  Board under
the symbol  "TGWC."  Prior to February  24,  2005,  the date on which our symbol
change became effective, the Common Stock traded under the symbol "KFWI."

The  following  table sets forth the  quarterly  high and low bid prices for our
common stock 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.

Fiscal Quarter                                         High         Low
                                                      -----        -----
  Third Quarter 2003...............................   $5.00        $0.12
  Fourth Quarter 2003..............................   $3.95        $1.16
  First Quarter 2004...............................   $2.90        $1.69
  Second Quarter 2004..............................   $2.53        $0.83
  Third Quarter 2004...............................   $1.28        $0.46
  Fourth Quarter 2004..............................   $0.97        $0.27




                                       10
<PAGE>

<TABLE>



         At December  31,  2004,  the closing bid price of our common  stock was
$0.35. At December 31, 2004, there were  approximately 500 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.

         At April 14, 2005,  the closing bid price of our common stock was $0.30
and there were approximately 500 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 not paid cash dividends on any class of its capital stock since
formation and does not anticipate paying any dividends on its outstanding common
stock in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation
Plans _UPDATE AS NEEDED

         The following  table provides  information as of December 31, 2004 with
respect to compensation plans (including individual  compensation  arrangements)
under which equity securities of the Company are authorized for issuance:

--------------------------------- ------------------------------ ------------------------------- ------------------------------
                                  Number of securities to be     Weighted-average exercise       Number of securities
                                  issued upon exercise of        price of outstanding options,   remaining for future
                                  outstanding options,           warrants and rights (b)         issuance under equity
                                  warrants and rights (a)                                        compensation plans
                                                                                                 (excluding securities
                                                                                                 reflected in column (a))
                                                                                                 (c)
--------------------------------- ------------------------------ ------------------------------- ------------------------------
<S>                                                              <C>                             <C>

Equity compensation plans                      -0-                            N/A                             -0-
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Equity compensation plans not              100,000 (1)                       $1.50                            -0-
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Equity compensation plans not               25,000(2)                         1.90                             0
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Equity compensation plans not               25,000(3)                         1.90                             0
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Equity compensation plans not               40,000(4)                         2.01                             0
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------



                                       11
<PAGE>


Equity compensation plans not               10,000(5)                         2.00                             0
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Equity compensation plans not               15,000(6)                         2.00                             0
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Equity compensation plans not               20,000(7)                         0.86                             0
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Equity compensation plans not               10,000(8)                         0.90                             0
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Equity compensation plans not               15,000(9)                         0.92                             0
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Equity compensation plans not              100,000(10)                        1.05                             0
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Equity compensation plans not              20,000(11)                         0.90                             0
approved by security holders
--------------------------------- ------------------------------ ------------------------------- ------------------------------
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Total                                        390,000                         $1.50                            -0-
--------------------------------- ------------------------------ ------------------------------- ------------------------------
</TABLE>

(1)      We  issued  100,000  warrants,  each of which  entitles  the  holder to
         purchase  one share of our common stock for a period of five years from
         the date of  issuance  at a price  of $1.50  per  share  pursuant  to a
         consulting agreement dated November 24, 2003.
(2)      We issued these options, which entitle the holder to purchase one share
         of our common stock for a period of five years until  February 16, 2009
         at a price of $1.90 per share  pursuant to the  recipient's  employment
         agreement.
(3)      We issued these options, which entitle the holder to purchase one share
         of our common stock for a period of five years until  February 16, 2009
         at a price of $1.90 per share  pursuant to the  recipient's  employment
         agreement.
(4)      We issued these options, which entitle the holder to purchase one share
         of our common  stock for a period of five years until  February 8, 2009
         at a price of $2.01 per share  pursuant to the  recipient's  employment
         agreement.
(5)      We issued these options, which entitle the holder to purchase one share
         of our common stock for a period of ten years until  January 5, 2015 at
         a price of $2.00  per  share  pursuant  to the  recipient's  employment
         agreement.
(6)      We issued these options, which entitle the holder to purchase one share
         of our common stock for a period of ten years until  January 5, 2015 at
         a price of $2.00  per  share  pursuant  to the  recipient's  employment
         agreement.
(7)      We issued these options, which entitle the holder to purchase one share
         of our common stock for a period of ten years until October 14, 2014 at
         a price of $0.86  per  share  pursuant  to the  recipient's  employment
         agreement.
(8)      We issued these options, which entitle the holder to purchase one share
         of our common  stock for a period of ten years  until July 2, 2014 at a
         price  of  $0.90  per  share  pursuant  to the  recipient's  employment
         agreement.
(9)      We issued these options, which entitle the holder to purchase one share
         of our common stock for a period of ten years until  October 2, 2014 at
         a price of $0.92  per  share  pursuant  to the  recipient's  employment
         agreement.
(10)     We issued these options, which entitle the holder to purchase one share
         of our common  stock for a period of ten years until June 27, 2014 at a
         price  of  $1.05  per  share  pursuant  to the  recipient's  employment
         agreement.
(11)     We issued these options, which entitle the holder to purchase one share
         of our common  stock for a period of ten years  until July 2, 2014 at a
         price  of  $0.90  per  share  pursuant  to the  recipient's  employment
         agreement.



                                       12
<PAGE>

Recent Sales of Unregistered Securities

         In  order  to   accomplish   the  August  2003  share   exchange   with
Knightsbridge,  we issued  an  aggregate  of  12,402,500  (24,803,000  as of our
forward split effective  August 13, 2003) shares of our common stock in exchange
for all of the issued and outstanding  capital stock of  Knightsbridge  from the
shareholders of Knightsbridge.  The shares issued to Knightsbridge  shareholders
were issued to 35 persons, 7 of whom are employees of Knightsbridge whose shares
in  Knightsbridge  were  originally  issued in accordance  with Rule 701 and the
remainder  of whom are  accredited  investors,  pursuant to the  exemption  from
registration provided by Section 4(2) of the Securities Act of 1933, as amended,
for issuances not involving a public offering.

         On August 6, 2003, we issued 130,000 shares of restricted  common stock
to Michael McIntyre pursuant to a consulting  agreement.  The shares were issued
pursuant to an exemption from registration  under Section 4(2) of the Securities
Act, for issuances not  involving a public  offering.  The shares were valued at
$0.12 per share,  the market price for shares of our common stock at the time of
issuance.  Therefore,  the total  aggregate value of the  consideration  paid to
Michael McIntrye was $15,600. These restricted shares will vest 20,000 in August
and 10,000 per month thereafter. (from 10-KSB 5/11/2004)

         On August 6, 2003, we issued  60,000 shares of restricted  Common Stock
to Michael McIntyre pursuant to a consulting  agreement.  The shares were issued
pursuant to an exemption from registration  under Section 4(2) of the Securities
Act, for issuances not  involving a public  offering.  The shares were valued at
$0.13 per share,  the market price for shares of our common stock at the time of
issuance.  Therefore,  the total  aggregate value of the  consideration  paid to
Michael McIntrye was $7,800. As per the consulting  agreement,  Michael McIntyre
is to receive an additional  70,000 shares for his  services.  These  restricted
shares will vest 10,000 per month beginning on January 6, 2004.

         In connection with a series of private debt financings between December
16, 2002 and  September  23, 2003,  we issued  510,000  warrants,  each of which
entitles  the holder to purchase  one share of our common  stock for a period of
five years from the date of issuance  at a price of between  $1.50 and $2.70 per
share, to eight accredited  investors pursuant to a private debt financing.  The
private debt financing  described  above was made pursuant to the exemption from
the  registration  provisions of the  Securities Act provided by Section 4(2) of
the Securities Act for issuances not involving a public offering.

         On October 16,  2003,  we issued to Gryphon  Master  Fund,  L.P. a 7.5%
convertible note for $1,500,000 that is due together with all accrued but unpaid
interest thereon,  if any, on the third anniversary of the issuance date, to the
extent such principal amount and interest have not been repaid or converted into
shares of our  common  stock,  at a price per share of $1.80.  In  addition,  as
further  consideration to the investor,  we issued 416,667 common stock purchase
warrants,  each of which  entitles  the holder to purchase  one share of the our
common  stock,  $.001 par  value,  for a period of three  years from the date of
issuance at a price of $2.40 per share. The private equity  financing  described
above was made pursuant to the exemption from the registration provisions of the
Securities  Act provided by Section 4(2) of the Act and Rule 506 of Regulation D
promulgated thereunder.

         On October 16, 2003, we issued 25,000 common stock  purchase  warrants,
each of which entitles the holder to purchase one share of the our common stock,
$.001 par  value,  for a period of three  years from the date of  issuance  at a
price of $2.40 per share. The private equity financing  described above was made
pursuant to the exemption from the registration provisions of the Securities Act
provided by Section  4(2) of the Act and Rule 506 of  Regulation  D  promulgated
thereunder.



                                       13
<PAGE>


         On  November  24,  2003,  we  issued  100,000  warrants,  each of which
entitles  the holder to purchase  one share of our common  stock for a period of
five years  from the date of  issuance  at a price of $1.50 per share,  to three
accredited  investors  pursuant to a consulting  agreement.  The  warrants  were
issued  pursuant to an exemption  from  registration  under  Section 4(2) of the
Securities Act.

         On December 22, 2003, we issued 60,000 common stock purchase  warrants,
each of which entitles the holder to purchase one share of the our common stock,
$.001 par  value,  for a period of three  years from the date of  issuance  at a
price of $0.70 per share. The private equity financing  described above was made
pursuant to the exemption from the registration provisions of the Securities Act
provided by Section  4(2) of the Act and Rule 506 of  Regulation  D  promulgated
thereunder.

         On December 22,  2003,  we issued to Gryphon  Master Fund,  L.P. a 7.5%
convertible note for $2,000,000 that is due together with all accrued but unpaid
interest thereon,  if any, on the third anniversary of the issuance date, to the
extent such principal amount and interest have not been repaid or converted into
shares of our  common  stock,  at a price per share of $1.80.  In  addition,  as
further consideration to the investor, we issued 1,111,111 common stock purchase
warrants,  each of which  entitles  the holder to purchase  one share of the our
common  stock,  $.001 par  value,  for a period of three  years from the date of
issuance at a price of $0.70 per share. The private equity  financing  described
above was made pursuant to the exemption from the registration provisions of the
Securities  Act provided by Section 4(2) of the Act and Rule 506 of Regulation D
promulgated thereunder.

         On April 21, 2004 the  Company  acquired a 50%  membership  interest in
Kirkland Knightsbridge,  LLC, a California limited liability company (the "Joint
Venture  Subsidiary")  pursuant  to  that  certain  Capital  Stock  Contribution
Agreement,  dated as of April 21, 2004 (the  "Contribution  Agreement"),  by and
among Kirkland Ranch, LLC, a California  limited  liability  company  ("Kirkland
Ranch"),  Kirkland  Knightsbridge,  LLC, the Company and Mr. Larry Kirkland.  In
exchange for its 50% membership  interest,  the Company made an initial  capital
contribution  equal in value of $10  million  through  the  initial  issuance of
4,255,320  shares of its common stock,  par value $.001 per share, at an initial
valuation of $2.07 per share.  As part of the  financing  for the joint  venture
transaction,  the Company provided loans to Kirkland  Knightsbridge,  LLC in the
aggregate  amount of $2.4 million to be paid pari passu with other debt from any
initial  profits of  Kirkland  Knightsbridge,  LLC.  The  Company  obtained  the
necessary  financing  for the  acquisition  through the issuance of a $2 million
senior secured  convertible  promissory note to an existing  financing  partner,
details of which  financing is disclosed  under Item 5 to this Annual  Report on
Form 10-KSB.

         On April 21,  2004,  as part of the  financing  of our  purchase of 50%
membership  interest in Kirkland  Knightsbridge,  LLC,  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 Kirkland Knightsbridge, LLC. In connection with



                                       14
<PAGE>

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 an  exercise  price of $0.70  cents per share,  1,527,778  of which
warrant shares were  previously  issued to Gryphon and  outstanding,  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 an exercise 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 private equity financing  described above was made pursuant to the exemption
from the registration  provisions of the Securities Act provided by Section 4(2)
of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

         On April 21, 2004, we issued 140,000  common stock  purchase  warrants,
each of which entitles the holder to purchase one share of the our common stock,
$.001 par  value,  for a period of three  years from the date of  issuance  at a
price of $0.70 per share. The private equity financing  described above was made
pursuant to the exemption from the registration provisions of the Securities Act
provided by Section  4(2) of the Act and Rule 506 of  Regulation  D  promulgated
thereunder.

         On May 28, 2004, we issued 50,000 shares of restricted  common stock to
Longview Fund, LP, 40,000 shares of restricted  common stock to Longview  Equity
Fund, LP and 10, 000 shares of restricted common stock to Longview International
Equity Fund, LP pursuant to private debt financing. The private equity financing
described  above  was made  pursuant  to the  exemption  from  the  registration
provisions  of the  Securities  Act provided by Section 4(2) of the Act and Rule
506 of Regulation D promulgated thereunder.

         On June 18, 2004, we issued 250,000  shares of restricted  Common Stock
to Logic's Consulting,  Inc. pursuant to a consulting agreement. The shares were
issued  pursuant to an exemption  from  registration  under  Section 4(2) of the
Securities Act, for issuances not involving a public  offering.  The shares were
valued at $1.20 per share,  the market  price for shares of our common  stock at
the time of issuance.  Therefore, the total aggregate value of the consideration
paid to Logic's Consulting, Inc. was $300,000. These restricted shares will vest
41,666 immediately and 41,666 per month thereafter.

         On June 18, 2004, we issued 100,000  shares of restricted  Common Stock
to Galatin Consulting,  Inc. pursuant to a consulting agreement. The shares were
issued  pursuant to an exemption  from  registration  under  Section 4(2) of the


                                       15
<PAGE>

Securities Act, for issuances not involving a public  offering.  The shares were
valued at $1.20 per share,  the market  price for shares of our common  stock at
the time of issuance.  Therefore, the total aggregate value of the consideration
paid to Galatin Consulting, Inc. was $120,000. These restricted shares will vest
25,000 shares per quarter.

         On June 18, 2004, we issued 85,500 shares of restricted Common Stock to
twelve  employees.  The shares  were  issued in  accordance  with Rule 506 under
Section  4(2) of the  Securities  Act,  for  issuances  not  involving  a public
offering. The shares were valued at $1.20 per share, the market price for shares
of our common  stock at the time of  issuance.  Therefore,  the total  aggregate
value of the consideration paid to certain employees was $102,600.

         On June 18, 2004, we issued 80,500 shares of restricted Common Stock to
seven  consultants.  The shares  were issued in  accordance  with Rule 506 under
Section  4(2) of the  Securities  Act,  for  issuances  not  involving  a public
offering. The shares were valued at $1.20 per share, the market price for shares
of our common  stock at the time of  issuance.  Therefore,  the total  aggregate
value of the  consideration  paid to  certain  employees  (or  consultants)  was
$96,600.

         In July 2004, we completed a transaction  with  Armadillo  Investments,
Plc., a UK publicly traded investment trust, in which it exchanged seven million
two hundred seventy two thousand seven hundred twenty seven  (7,272,727)  shares
of  restricted  common stock for  4,444,444  ordinary  shares of the  investment
trust. Per the agreement,  we  simultaneously  completed a transaction  where we
sold two  million  two  hundred  twenty  two  thousand  two  hundred  twenty two
(2,222,222)  or fifty  percent  (50%) of the ordinary  shares for  approximately
$2,000,000.  The remaining fifty percent (50%) or two million two hundred twenty
two  thousand  two hundred  twenty two  (2,222,222)  of the  ordinary  shares we
received  were placed in escrow for two years  pursuant to an escrow  agreement.
After two  years,  according  to the terms of the  Escrow  Agreement,  we may be
required to sell the Escrowed  Shares to  Armadillo.  If the market value of our
Common  Stock two years after  Closing is less than the closing bid price of the
Common Stock on the day of Closing, which was $1.10 per share, then for each one
percent (1%) that the market value has decreased, a total of two percent (2%) of
the  Escrowed  Shares  shall be sold to  Armadillo  at a price  per share of 10p
($0.05 equivalent,  subject to change of current exchange rate). Market Value is
defined in the Escrow  Agreement  as the  average  of the ten (10)  closing  bid
prices per share of the Company's  Common Stock during the ten (10) trading days
immediately  preceding  the two year  anniversary  of the Closing.  In the event
there is no Percentage Decrease or some Escrowed Shares remain unsold at the 10p
purchase  price,  then the Company shall sell to Armadillo any remaining  Escrow
Shares at a price per Ordinary  Share equal to the original  Armadillo  Purchase
Price of $1.11 per share. After the shares held in escrow are sold, this will be
recorded as additional paid in capital.

         In July 2004, we exercised  our sole and absolute  discretion to reject
the  subscription  agreements  of certain  shareholders  for  failure to pay the
purchase price for the shares and/or  provide other services for  consideration.
As  such,  we  canceled  2,594,000  shares  of  our  common  stock  held  by  10
shareholders.  The  Shares  are null  and void and may not be sold or  otherwise
transferred to any third party.

         In August 2004,  we  terminated a consulting  contract and canceled the
250,000  shares that were  originally  granted on June 18, 2004. The shares were
issued  pursuant to an exemption  from  registration  under  Section 4(2) of the
Securities Act, for issuances not involving a public offering.

         On October 22, 2004,  we issued  150,000  shares of  restricted  common
stock to  Longview  Fund,  LP,  120,000  shares of  restricted  common  stock to
Longview  Equity  Fund,  LP and  30,000  shares of  restricted  common  stock to
Longview  International  Equity  Fund,  LP  pursuant to private  debt  financing
restructuring  agreement.  The private equity financing described above was made
pursuant to the exemption from the registration provisions of the Securities Act
provided by Section  4(2) of the Act and Rule 506 of  Regulation  D  promulgated
thereunder.


                                       16
<PAGE>

         On October 22, 2004, we issued 20,000 shares of restricted common stock
to CK Cooper and Company pursuant to a settlement agreement.  The private equity
financing   described  above  was  made  pursuant  to  the  exemption  from  the
registration  provisions of the  Securities  Act provided by Section 4(2) of the
Act and Rule 506 of Regulation D promulgated thereunder.

         On November 22, 2004, we issued  825,000  shares of  restricted  Common
Stock to two directors,  one consultant and three  consultants.  The shares were
issued in accordance with Rule 506 under Section 4(2) of the Securities Act, for
issuances not involving a public  offering.  The shares were valued at $0.48 per
share,  the market price for shares of our common stock at the time of issuance.
Therefore,  the  total  aggregate  value of the  consideration  paid to  certain
employees was $396,000.

         On  January  5, 2005 the  Company  canceled  100,000  shares  that were
originally  granted  pursuant to the  acquisition of Bodegas y Venedos  Anguinan
S.A.  by  the  Company's  wholly  -owned  subsidiary,  KFWBA  Acquisition  Corp.
(hereinafter  "KFWBA") and repurchased by the company subject to a put agreement
in July 2004.

         On February 9, 2005,  we issued  117,500  shares of  restricted  Common
Stock to eight  employees.  The shares were issued in  accordance  with Rule 506
under Section 4(2) of the  Securities  Act, for issuances not involving a public
offering.  The shares were valued at $.33 per share, the market price for shares
of our common  stock at the time of  issuance.  Therefore,  the total  aggregate
value of the consideration paid to certain employees was $38,775.

         On March 2, 2005, we issued 150,000  shares of restricted  Common Stock
to one  consultant.  The shares  were issued in  accordance  with Rule 506 under
Section  4(2) of the  Securities  Act,  for  issuances  not  involving  a public
offering. The shares were valued at $0.50 per share, the market price for shares
of our common  stock at the time of  issuance.  Therefore,  the total  aggregate
value of the consideration paid to the consultant was $75,000.

         On March 10, 2004, we 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 common  stock to Longview  International
Equity Fund, LP pursuant to private debt financing restructuring  agreement. The
shares were paid on behalf of 360 Global Wine by Mr. Joel Shapiro, our CEO, in a
private  transfer.  The shares were valued at $0.50 per share,  the market price
for shares of our common  stock at the time of  transfer.  Therefore,  the total
aggregate value of the transaction was $800,000.

         On April 1, 2005, we issued 150,000  shares of restricted  common stock
to Longview  Fund,  LP,  120,000  shares of restricted  common stock to Longview
Equity  Fund,  LP and  30,000  shares of  restricted  common  stock to  Longview
International  Equity Fund, LP pursuant to private debt financing  restructuring
agreement. The private equity financing described above was made pursuant to the
exemption  from the  registration  provisions of the  Securities Act provided by
Section 4(2) of the Act and Rule 506 of Regulation D promulgated thereunder.

         On April 13, 2005, we issued 500,000 shares of restricted  common stock
to two individuals  pursuant to pursuant to private debt financing.  The private
equity  financing  described  above was made pursuant to the exemption  from the
registration  provisions of the  Securities  Act provided by Section 4(2) of the
Act and Rule 506 of Regulation D promulgated thereunder. The shares were paid on



                                       17
<PAGE>

behalf of 360 Global Wine by Mr. Joel Shapiro,  our CEO, in a private  transfer.
The shares  were valued at $0.35 per share,  the market  price for shares of our
common stock at the time of transfer.  Therefore,  the total  aggregate value of
the transaction was $175,000.

         On April 19, 2005, we issued  75,000 shares of restricted  common stock
to two individuals  pursuant to pursuant to private debt financing.  The private
equity  financing  described  above was made pursuant to the exemption  from the
registration  provisions of the  Securities  Act provided by Section 4(2) of the
Act and Rule 506 of Regulation D promulgated thereunder. The shares were paid on
behalf of 360 Global Wine by Mr. Joel Shapiro,  our CEO, in a private  transfer.
The shares  were valued at $0.27 per share,  the market  price for shares of our
common stock at the time of transfer.  Therefore,  the total  aggregate value of
the transaction was $20,250.



Purchases  of Equity  Securities  by the Small  Business  Issuer and  Affiliated
Purchasers

         No  purchases  were  made by or on  behalf  of 360  Global  Wine or any
"affiliated  purchaser,"  as defined in Rule  10b-18(a)(3)  under the Securities
Exchange  Act of 1934,  of shares or other  units of any class of the  Company's
equity  securities within the last quarter of the fiscal year ended December 31,
2004.




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

         In April  2004,  we  acquired a 50%  membership  interest  in  Kirkland
Knightsbridge,  LLC. In  connection  with this  acquisition,  we entered into an
exclusive distribution and marketing agreement with the Kirkland  Knightsbridge,
LLC to sell wine and wine related  products  under its labels.  Under a separate
bottling  agreement,  the Joint Venture  Subsidiary  will serve as the exclusive
bottler of our  products  in  California.  As a result,  we plan to develop  our
business along two lines; internal and external initiatives. Internally, we plan
to grow our operations by developing new innovative  brands of wines produced at
Kirkland  Knightsbridge,  LLC  and  expanding  our  current  product  portfolio.



                                       18
<PAGE>

Externally,  we plan  identify  and target other small and  mid-sized  wineries,
brands  and/or   inventories  that  we  can  acquire  and  assimilate  into  our
operations.

         We  have  experienced   significant   integration  issues  between  our
management  and the  management  of the  Kirkland  Ranch,  with  whom  we  share
operating  responsibility  at Kirkland  Knightsbridge,  LLC. In  particular,  we
experienced  problems  integrating  the accounting and record keeping systems of
Kirkland Ranch with our own accounting and record keeping systems.  Other issues
have involved differing management  philosophies between our Board and executive
officers and the management of the Kirkland Ranch.  These  integration  problems
resulted in  significant  delays of our filing the Form 8-K/A with regard to the
financial  information for the joint venture with Kirkland  Ranch.  The delay in
these  filings  contributed  to delays in our  ability to have our  registration
statement for Gryphon  Master Fund L. P. declared  effective,  which has cost us
substantial  penalties,  as well as the goodwill of our investors,  and may have
contributed to our difficulty securing additional financing. We have taken steps
to correct  these  issues,  such as  appointing a new  controller  for the joint
venture and working to integrate  the  accounting  systems of the joint  venture
with our own systems.  However,  if these steps do not prove  sufficient  and if
management  cannot  be  more  fully  integrated,  we may  experience  additional
material setbacks in carrying out our current business plans.

Liquidity and Cash Resources

         At December  31, 2004,  we had a cash balance of $79,892.  We expect to
achieve  operating  positive  cash  flow no  earlier  than the  second  quarter.
However,  there  is no  assurance  that  we will  achieve  positive  cash  flow.
Additionally, we are in default on our short-term notes payable. As a result, we
will be required to raise substantial  amounts of cash during 2005. 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.

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 Kirkland
Knightsbridge  LLC. 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 Kirkland Knightsbridge, LLC is formerly split between
360 Global Wine and  Kirkland  Ranch.  Pursuant to the  Operating  Agreement  of
Kirkland  Knightsbridge,  LLC, we were  granted  disproportionate  control  over
certain   budgetary   and   expenditure   matters  while   Kirkland   Ranch  has
disproportionate control over certain operating matters. Although we do not have
voting control,  management has concluded that it must be consolidated under the
principles  set forth in FIN  46(R) The  reasons  for  consolidation,  which are
explained  further below,  are the fact that we are  responsible for maintaining
the value of its initial capital  contribution to Kirkland  Knightsbridge,  LLC,



                                       19
<PAGE>

which was made in the form of common stock, and the fact that  substantially all
of Kirkland  Knightsbridge,  LLC's activities involve or are conducted on behalf
of 360 Global Wine whose  obligations to absorb the expected  losses of Kirkland
Knightsbridge, LLC exceed that of Kirkland Ranch.

         Ownership  interests  in Kirkland  Knightsbridge,  LLC are based on the
maintenance of capital accounts,  rather than shares as would be the case with a
corporation.  The minority interest in Kirkland  Knightsbridge,  LLC as shown on
the balance  sheet  represents  the joint  venture  partner's  share of Kirkland
Knightsbridge,  LLC's 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 Kirkland Knightsbridge,  LLC owns a material amount of
our stock,  any policy  adopted by 360 Global Wine in this  unsettled  area is a
particularly significant accounting policy.

         As of the  date  of  this  filing,  almost  the  entirety  of  Kirkland
Knightsbridge,  LLC's  activities  involve  and are  conducted  on behalf of 360
Global  Wine.  Kirkland  Knightsbridge,  LLC  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, Kirkland Knightsbridge,  LLC is the production facility which produces
Napa Valley,  Central Coast and California  Appellation  products which are sold
solely be 360 Global Wine. The brands owned by Kirkland  Knightsbridge,  LLC are
sold  through  channels  which  are  developed  by  360  Global  Wine.  Kirkland
Knightsbridge,  LLC exists to fill the needs of the distribution channels opened
by 360 Global Wine.

         Under  the  terms  of  the  Kirkland  Knightsbridge,   LLC's  governing
document,  360 Global Wine and the Kirkland Ranch share equally in all gains and
losses  of our  common  stock  which is owned by  Kirkland  Knightsbridge,  LLC.
However,  we have guaranteed a minimum value to the stock, which will eventually
be distributed to the Kirkland Ranch. Because we will receive full credit in our
capital account for any payment of the guarantee, and the Kirkland Ranch will be
charged  with the full  fair  value of the  stock  withdrawn.  Our  policy is to
eliminate  half of the common  stock  owned by  Kirkland  Knightsbridge,  LLC as
treasure stock, valued at the date of teh acquisition and to eliminate the other
half as minority interest.

         In connection  with the  operations of the joint venture and subject to
the  occurrence  of certain  events,  we are  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.
We also agreed,  solely upon occurrence of non-payment of principal and interest
payments owed under the Travelers  Note,  to risk  forfeiture of our  membership
interest in Kirkland Knightsbridge, LLC.

         Because  of the  requirement  for 360  Global  Wine to make  additional
capital contributions to fund certain operating expenses and debt payments,  and
the requirement to make additional  capital  contributions  should the shares of
our  common  stock  owned by  Kirkland  Knightsbridge,  LLC be worth  less  than
$10,000,000  on April 27,  2007,  360 Global  Wine would  incur the  majority of
Kirkland  Knightsbridge,  LLC's  "expected  losses" as defined by FIN 46(R).  We
believe  this is true  despite  sharing of income and losses  between 360 Global
Wine and Kirkland  Ranch on an equal basis.  This basic equal  sharing of income



                                       20
<PAGE>

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.

         For  the  reasons  stated  above,   we  have  concluded  that  Kirkland
Knightsbridge,  LLC is a  Variable  Interest  Entity  under  FIN 46R and must be
consolidated.

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.

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, 2004 was $79,892.

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   outstanding  longer  than  the
contractual  payment terms are considered  past due. The Company  determined its
allowance by considering a number of factors, including the length of time trade
accounts  receivable  are past due, our previous  loss history,  the  customer's
current  ability to pay its  obligation  to 360 Global Wine and the condition of
the  general  economy  and  the  industry  as a  whole.  We  write-off  accounts
receivables when they become uncollectible and payments subsequently received on
such receivables are credited to the allowance for doubtful accounts.

Inventory

         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.

         We  established  a  reserved  for  finished  products  which  have been
identified as slow moving inventory.

         We have initiated  production of an Artist Series brand in which we are
building  inventory through contract  producers and the procurement of goods. We
have  adopted the FIFO  ("first in first  out")  method of  accounting  for this
inventory.



                                       21
<PAGE>


         We may also  contract for the  warehousing  and sale of our products in
areas where we are not ourselves licensed to sell.

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:

                                                        Years
                                                        -----
         Land Improvements                              25
         Vineyards                                      25
         Buildings                                      40
         Cooperage                                      40
         Equipment                                       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.

Concentrations of Credit Risk

         Financial  instruments  that  potentially  subject  us to  credit  risk
consist of cash and cash equivalents, accounts receivable, and notes receivable.

Foreign Currency Translation

         The  functional  currency  of our  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.

Revenue Recognition

            Revenue is recognized  when 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. No products are sold on consignment.

Income Taxes

         We account 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



                                       22
<PAGE>

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.  360 Global continues to reduce our
net deferred tax assets by a 100% valuation allowance.

Stock-based Compensation

         We account 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."   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 our common  stock and the amount an
employee must pay to acquire the stock.

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.

Off-Balance Sheet Arrangements

         We do not have any  off-balance  sheet  arrangements  that  have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or capital  resources that is material to our
investors.

Comparison of results for the fiscal year ended December 31, 2004, to the fiscal
year ended December 31, 2003.

         Revenues.  Revenues for the fiscal year ended  December 31, 2004,  were
approximately  $2,868,000.  We had  revenues of  approximately  $690,000 for the
fiscal year ended  December  31,  2003.  This is an  increase  of  approximately
$2,178,000 or 316%. In 2004, the majority of our revenue resulted from  sales of
wines  produced  by our joint  venture and custom  services  events at our joint
venture.  Prior to the  acquisition,  our revenue  resulted from commissions and
sales of products  from the sales and  marketing  relationships  we entered into
with two wineries in July and August of 2003.

         Sales and  marketing  expenses.  Sales and  marketing  expenses for the
fiscal year ended December 31, 2004, were  approximately  $1,890,000.  Sales and
marketing   expenses   for  the  fiscal  year  ended   December  31,  2003  were
approximately $1,130,000.  This is an increase of approximately $760,000 or 40%.
Our sales and  marketing  expenses  were a result of  expenses  associated  with
establishing,  building,  and funding our sales and marketing  team which is the
major direct expense related to producing our sales  commissions.  We anticipate
our sales and marketing expenses to grow as we continue to establish and build a
sales and marketing  infrastructure  to support the anticipated  sales volume of
both our own brands and our sales and marketing relationships.



                                       23
<PAGE>


         General and administrative. General and administrative expenses for the
fiscal year ended December 31, 2004, were approximately $4,207,000.  Our general
and administrative  expenses were  approximately  $1,020,000 for the fiscal year
ended  December 31, 2003.  This is an increase of  approximately  $3,187,000  or
312%.  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,   realized  stock  compensation  and  salaries.  We
anticipate that these costs will rise as we continue to expand our operations.

         Stock  compensation  expense.  During the year ended December 31, 2004,
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  completed  during
2004.  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
$2,973,622  for the issuance of these shares during the year ended  December 31,
2003 and  $1,938,846  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.

         Other income  (expense),  net. We had interest income of  approximately
$30,000 for the fiscal year period ended  December 31, 2004. For the fiscal year
ended December 31, 2003, we had interest income of approximately  $13,000.  This
represents  an  increase in interest  income of  approximately  $17,000 or 131%.
Interest  expense for the fiscal year ended December 31, 2004 was  approximately
$3,522,000,  due to various notes payable and interest on outstanding  payables.
The  interest   expense  for  the  fiscal  year  ended  December  31,  2003  was
approximately  $447,000  attributable  to interest from short term loans entered
into by the Company to fund operations.  This represents an increase in interest
expense of  $3,075,000 or 687%.  For the fiscal year ended  December 31, 2004 we
had a gain of approximately $3,800 on currency  transactions.  We had no gain on
currency  transaction for the year end ended December 31, 2003. As a result,  we
had net other expense of  approximately  $3,733,000  for the year ended December
31, 2004 and approximately $434,000 for the year ended December 31, 2003

      Minority  Interest.   Minority  interest  in  the  consolidated  loss  was
approximately  $880,000  for the year ended  December 31,  2004.  This  minority
interested was a result of our Joint Venture subsidiary  Kirkland-Knightsbridge,
LLC.  As a  result  of  diminishing  activities  at  our  Dominion  Wines,  Ltd.
subsidiary  and the fact that all losses for  minority  shareholders  were fully
absorbed in 2003,  there was no minority  interest  generated by Dominion Wines,
Ltd. for the year ended December 31, 2004. For the year ended December 31, 2003,
minority interest of approximately  $14,000 was generated due to income from our
Dominion Wines, Ltd. subsidiary.

      Net  loss.  As a result  of the  above,  the net  loss for the year  ended
December 31, 2004,  was  approximately  $13,201,000 as compared to a net loss of
approximately $5,043,000 for the year ended December 31, 2003.






                                       24
<PAGE>



Risk Factors

Risks Relating to our Business

         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  depends upon obtaining  future  financings,  without which we will not
have the necessary  capital  spending and working  capital funds to continue our
business.

         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.  Further,  the farming of  vineyards  and
acquisition  of grapes  and bulk wine  require  substantial  amounts  of working
capital.  We project the need for  significant  capital  spending and  increased
working  capital  requirements  over the next  several  years.  There  can be no
assurance  that we will be able to  secure  such  financing  on  terms  that are
acceptable, if at all. Additionally, we are in default on some of our short-term
notes  payable,  payment of which has  currently  been  extended  by the lenders
pending the refinance of our  liabilities.  As a result,  we will be required to
raise substantial amounts of cash during 2005. 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.  Finally,  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,  we will not have the funds to continue  to produce,  market and sell our
products.


 Our business is seasonal, which could cause our market price to fluctuate.

         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.

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,  360 Global Wine 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 360 Global Wine may have
with such  producers,  we have no control  over the  availability  of 360 Global
Wine's  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. 360
Global Wine may not be able to enter into  alternative  supply  arrangements  on
commercially  acceptable  terms,  if at all.  There can be no assurance that the


                                       25
<PAGE>

producers  that 360 Global Wine 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.


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.  The loss of Mr.  Shapiro's  services,  or other  key
employees could have a material  adverse effect on our operations.  Joel Shapiro
has vast experience in the finance industry and has been with us since our Share
Exchange on August 1, 2003,  which gives him  unprecedented  knowledge about our
Company's history. 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,
our  Company  will  lack a  strong  management  team and  that  could  lead to a
temporary or permanent breakdown of the Company.


We have  experienced  significant  difficulty  integrating the management of the
Kirkland Ranch with our Management.

         We  have   experienced   significant   difficulty  in  integrating  the
management of Kirkland Ranch, with whom we share operating responsibility at our
joint  venture,  Kirkland  Knightsbridge,  LLC..  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.
Although we have taken steps to more fully  integrate the two  operations and to
create  greater trust and  cooperation  between our  management  and that of the
Kirkland Ranch,  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.


We may have difficulty  competing with larger and  better-financed  companies in
our sector, which could result in a decrease of sales.

         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


                                       26
<PAGE>

the  extent  we are not  able  to  compete  successfully  against  such  wine or
alternative beverage producers.

Winemaking and grape growing are subject to a variety of agricultural risks that
may lead to a decrease in supply of our product.

         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.

Our business may be adversely  affected by our ability to grow or acquire enough
high quality grapes for our wines, which could result in a supply shortage.

         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.

A potential  oversupply  of grapes due to an  increase  in domestic  and foreign
vineyards could cause our prices to decrease and reduce sales.

         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



                                       27
<PAGE>

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.

We may experience barriers to conducting business due to government regulations.

         The United States wine  industry is subject to extensive  regulation by
the  Federal  Bureau of  Alcohol,  Tobacco  and  Firearms  and  various  foreign
agencies, state liquor authorities and local authorities.  These regulations and
laws  dictate  such  matters  as  licensing  requirements,   trade  and  pricing
practices,  permitted  distribution  channels,  permitted and required labeling,
advertising and relations with wholesalers and retailers. 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 or increases in excise taxes, income taxes, property
and sales taxes or international tariffs, 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.

Foreign exchange rates risk, political stability risk, and/or the  imposition of
adverse trade regulations could harm our business.

         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.
Presently, we have not engaged in any financial hedging activities to offset the
risk of exchange rate fluctuations. We may in the future, on an as-needed basis,
engage in limited  financial  hedging  activities to offset the risk of exchange
rate  fluctuations.  Presently,  we have not  engaged in any  financial  hedging
activities  to offset  the risk of  exchnage  rate  fluctuations.  We may in the
future, on an as-needed basis, engage in limited financial hedging activities to
offset the risk of  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 the costs
of these items and the  liquidity of our assets,  and have an adverse  impact on
our operating  results.  In addition,  the  imposition of unforeseen and adverse
trade  regulations could have an adverse effect on our imported wine operations.
We expect  the  volume of  international  transactions  to  increase,  which may
increase our exposure to future exchange rate fluctuations.

Our  business  may be  adversely  affected by  changing  public  opinions  about
alcohol.

         A number of research  studies  suggest that various health benefits may
result from the moderate  consumption of alcohol, but other studies suggest that
alcohol  consumption  does not have any health benefits and may in fact increase
the risk of stroke,  cancer and other  illnesses.  If an  unfavorable  report on
alcohol  consumption gains general support, it could harm the wine industry as a
whole, including our Company.

Contamination  of our  wines  could  lead  to a  diminishing  reputation  of our
product, which would harm our business.

         Because our products are designed for human  consumption,  our business
is subject to certain hazards and liabilities related to food products,  such as


                                       28
<PAGE>

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.

Infringement of our brand name may damage our business.

         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.

One of our key  investors  maintains  the right to  declare us in default of our
obligations under a Note.

         The Company  entered a Note dated April 21,  2004 with  Gryphon  Master
Fund,  LP.  Under the Note,  if Gryphon  declares an event of default it has the
option to either foreclose on all of our assets or require us to immediately pay
the entire  outstanding  Principal amount of the Note and any accrued and unpaid
interest thereon in cash. One of the events of default listed in the Note is the
failure to have the current  registration  statement  declared effective by June
15, 2004. Since this date has passed and the registration  statement has not yet
been declared  effective,  Gryphon  maintains the right to declare us in default
under the Note and to require payment within 20 days from the date of notice. If
we are unable pay the amount due under the Note, Gryphon's investment is secured
by a first priority  security  interest in all of the assets and property of our
Company,  including our interest in Kirkland Knightsbridge LLC. Although Gryphon
has agreed,  for the present  time to waive the  default,  there is no assurance
that they will not demand payment in the future.








                                       29
<PAGE>

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  15 to the  consolidated
financial  statements,  360 Global Wine  Company  (Formerly  Knightsbridge  Fine
Wines,  Inc.) has incurred  losses of  $13,201,462  and $5,042,785 for the years
ended  December 31, 2004 and 2003.  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.

/s/  Lopez, Blevins, Bork & associates, LLP
-------------------------------------------
Lopez, Blevins, Bork & Associates, LLP
Houston, Texas


May 11, 2005



                                       30
<PAGE>



May 11, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
  360 Global Wine Company (Formerly Knightsbridge Fine Wines, Inc.)

We have audited the consolidated statements of operations, comprehensive income,
stockholders'  equity,  and cash  flows of 360  Global  Wine  Company  (Formerly
Knightsbridge  Fine  Wines,  Inc.) for the year ended  December  31 2003.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the 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  statements  of  operations,  cash flows and
stockholders' equity for the year ended December 31, 2003 present fairly, in all
material respects, the consolidated results of operations and cash flows for the
year ended December 31, 2003 in conformity with accounting  principles generally
accepted in the United States of America.  We have not audited the  consolidated
financial  statements  of 360 Global Wine Company for any period  subsequent  to
December 31, 2003.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 15 to the
financial  statements,  the Company has suffered significant losses and negative
cash flows from operations which raises  substantial  doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note 15. The financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


/s/ Marks Paneth & Shron LLP
-----------------------------
Marks Paneth & Shron LLP
New York, NY

April  14,  2004,  except  for note 9, as to which  the date is April  21,  2004
(Kirkland Knightsbridge  Acquisition) and 16 as to which the date is October 28,
2004.




                                       31
<PAGE>

<TABLE>

<CAPTION>


ITEM 7.      FINANCIAL STATEMENTS

                             360 GLOBAL WINE COMPANY
                           CONSOLIDATED BALANCE SHEET

                                December 31, 2004

                                     ASSETS
<S>                                                                          <C>

Current assets:
     Cash                                                                    $     79,892
     Accounts receivable, net of allowance of $46,000                             155,024
     Inventory                                                                  5,606,870
     Prepaid interest                                                           1,093,497
     Other Prepaid expenses                                                       127,677
                                                                             ------------

                                                                                7,062,960

Property and equipment, net of accumulated depreciation                        38,474,443


Goodwill                                                                           28,588
Other assets                                                                      326,473
Deferred financing costs                                                        1,238,639
                                                                             ------------

     Total assets                                                            $ 47,131,104
                                                                             ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable - Trade                                                $  2,064,209
     Accounts payable - Affiliated Entity                                    $    390,490
     Accrued interest expenses                                                    140,237
     Other Accrued expenses                                                       197,234
     Notes payable                                                              2,174,467
     Notes payable - Affiliated Entity                                          2,250,000
                                                                             ------------

     Total current liabilities                                                  7,216,637

Long-term debt, net of unamortized discount of $3,454,042
     face amount $25,500,000                                                   22,045,958
                                                                             ------------

     Total liabilities                                                         29,262,595
                                                                             ------------

Minority interest                                                              15,917,192
                                                                             ------------

Stockholders' Equity
     Common stock, $0.001 par value, 100,000,000 shares authorized
         41,073,297 outstanding as of  December 31, 2004                           41,073




                                       32
<PAGE>


     Subscription receivable                                                      (18,972)
     Additional paid in capital                                                20,216,184
     Accumulated other comprehensive income - foreign exchange adjustment          (5,988)
     Deficit accumulated                                                      (18,280,981)
                                                                             ------------

     Total stockholders' Equity                                                 1,951,318
                                                                             ------------

     Total Liabilities and Stockholders' Equity                              $ 47,131,104

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



</TABLE>


                                       33
<PAGE>


<TABLE>

<CAPTION>

                             360 GLOBAL WINE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            YEARS ENDED DECEMBER 31,




                                                         2004                     2003
                                                  ------------------------------------------
<S>                                                                             <C>

Revenues:
      Commissions                                            $ 20,780           $ 399,826
      Sales                                                 2,576,888             289,682
      Custom services and events                              270,359                   -

                                                  ----------------------------------------

            Total                                           2,868,027             689,508
                                                  ------------------------------------------

Operating expenses:
      Cost of goods sold                                    2,558,156             187,297
      Sales and marketing                                   1,890,278           1,130,269
      General and administrative                            4,207,374           1,020,389
      Stock compensation expense                            1,938,846           2,973,662
      Loss on divestment in Subsidiary                      2,620,914
                                                  ----------------------------------------

            Total                                          13,215,568           5,311,617
                                                  ------------------------------------------

Loss from operations                                      (10,347,541)        (4,622,109)
                                                  ------------------------------------------

Other income (expense):
      Interest income                                          30,400              13,337
      Interest expense                                     (3,522,253)           (447,763)
      Other Expense                                          (245,574)
      Gain (loss) on currency transactions                      4,110                   -

                                                  ------------------------------------------
                Other income (expense), net                (3,733,317)           (434,426)
                                                  ------------------------------------------

Loss before minority interest                             (14,080,858)         (5,056,535)

Minority interest in consolidated loss                        879,682              13,750
                                                  ------------------------------------------


Net loss                                                $ (13,201,175)        $ (5,042,785)
                                                  ==========================================

Net loss per share:
      Basic and diluted                                       $ (0.36)            $ (0.21)

Weighted average shares outstanding:
      Basic and diluted                                    37,181,011          24,410,559

</TABLE>


                                       34
<PAGE>



                             360 GLOBAL WINE COMPANY
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                            YEARS ENDED DECEMBER 31,





                                             2004                2003
                                         -------------------------------------

Net loss                                    $ (13,201,175)       $ (5,042,785)

Foreign currency translation adjustment            96,533            (102,838)
                                         -------------------------------------

Comprehensive loss                          $ (13,104,462)       $ (5,145,623)
                                         =====================================












                                       35
<PAGE>

<TABLE>

<CAPTION>


                             360 GLOBAL WINE COMPANY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


                                                 Warrant                Common Stock                         Prepaid         Add'l
                                         ------------------------------------------------  Subscriptions      Stock          Paid in
           ACTIVITY                         Number        Value       Number        Value   Receivable     Compensation      Capital
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>         <C>       <C>               <C>

Balance 12-31-02                           100,000         10,000    17,705,050    17,705    (17,705)  $       --           10,000

February 17, 2003
  Acquisition of Dominion Wines Int'l                                 1,000,000     1,000                                    16,501


February 20, 2003
  Common stock issued as compensation                                   986,700       987                                    21,813

May 15, 2003
  100,000 warrants issued for
  note of $100,000                         100,000                                                                           41,217

May 15, 2003
  25,000 warrants issued for
  note of $25,000                                                                                                            10,603

May 27, 2003
  25,000 warrants issued for note           25,000                                                                           10,576

July 1, 2003
  3,313,250 shares issued as
   compensation                                                       3,313,250     3,313      (3,313)   (299,625)        2,647,287

July 7, 2003
  25,000 warrants issued for
  note of $25,000                           25,000                                                                           10,304

July 22, 2003
  Payment of subscription receivable                                                            1,252

July 28, 2003
  Common stock issued for cash                                            6,250         6                                    24,994

July 28, 2003
  75,000 warrants issued for
  note of $250,000                          75,000                                                                           46,744

August 1, 2003
  Tech-Net Merger                                                     5,122,000     5,122                                    (5,122)


                                       36
<PAGE>



                                                                         Accumulated
                                                                       Foreign Exchange
                                                                         Translation
            ACTIVITY                                 Deficit             Adjustments       Total
--------------------------------------------------------------------------------------------------
Balance 12-31-02                                     (37,020)           $     --         (17,020)

February 17, 2003
  Acquisition of Dominion Wines Int'l                                                     17,501

February 20, 2003
Common stock issued as compensation                                                       22,800

May 15, 2003
  100,000 warrants issued for note
  of $100,000                                                                             41,217

May 15, 2003
  25,000 warrants issued for note
  of $25,000                                                                               10,603

May 27, 2003
  25,000 warrants issued for note                                                          10,576

July 1, 2003
  3,313,250 shares issued as compensation                                               2,344,662

July 7, 2003
  25,000 warrants issued for note
  of $25,000                                                                               10,304

July 22, 2003
  Payment of Subscription Receivable                                                        1,252

July 28, 2003
  Common stock issued for cash                                                             25,000

July 28, 2003
  75,000 warrants issued  for note of
   $250,000                                                                                46,744

August 1, 2003
  Tech-Net Merger                                                                              --








                                       37
<PAGE>





                             360 GLOBAL WINE COMPANY
                                     AUDITED
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


                                                 Warrant                Common Stock                         Prepaid         Add'l
                                         ------------------------------------------------  Subscriptions      Stock          Paid in
           ACTIVITY                         Number        Value       Number        Value   Receivable     Compensation      Capital
------------------------------------------------------------------------------------------------------------------------------------

August 6, 2003
  900,000 shares of stock issued to
   company founder                                                   900,000        900            (900)

August 6, 2003
  Common stock issued as compensation                                130,000        130                        (14,400)      14,270

August 8, 2003
  900,000 shares of stock issued to
  company founder                                                    900,000        900            (900)

August 28, 2003                             50,000
  50,000 warrants issued for note
  of $50,000 Beneficial conversion
   feature on note                                                                                                           30,281
                                                                                                                             19,719
September 9, 2003                           25,000
  25,000 warrants issued for note
  of $25,000 Beneficial conversion                                                                                           15,964
   feature on note                                                                                                            9,036

September 23, 2003                          25,000
  25,000 warrants issued for note
  of $25,000 Beneficial conversion                                                                                           16,130
  feature on note                                                                                                             9,251

October 16, 2003                           416,667                                                                          374,443
  416,667 warrants issued for note
  of $1,500,000 Beneficial conversion                                                                                     1,125,557
  feature on note 25,000 warrants
  issued as financing cost                                                                                                   84,000

November 4, 2003
  Common stock issued as compensation                                325,000        325                       (617,500)     617,175

November 6, 2003                                                   1,000,000      1,000                              -    2,499,000
  1,000,000 Shares Common stock
  issued-subsidiary

November 24, 2003
  100,000 warrants issued as
  consultants compensation                                                                                                  175,000

December 11, 2003
  Common stock issued as compensation                                250,000        250                       (425,000)     424,750

December 22, 2003                      1,111,111                                                                             711,927
  1,111,111 warrants issued for note                                                                                         867,482
  of $2,000,000 Beneficial conversion                                                                                        122,400
  feature on note 60,000 warrants
  issued as financing costs

Amortization of prepaid stock
compensation                                                                                  428,200

Net loss

Foreign currency translation
adjustment
                                                  ----------------------------------------------------------------------------------
Balance 12-31-03                                                  31,638,250     31,638     $ (21,566)   $ (928,325)     $ 9,951,302
                                                  ==================================================================================
</TABLE>


                                       38
<PAGE>


<TABLE>

<CAPTION>


                                                                         Accumulated
                                                                       Foreign Exchange
                                                                         Translation
            ACTIVITY                                 Deficit             Adjustments       Total
------------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>

August 6, 2003
  Common stock issued to company founder                                                       --

August 6, 2003
  Common stock issued as compensation                                                          --

August 8, 2003
  900,000 shares of stock issued to company founder                                            --

August 28, 2003
  50,000 warrants issued  in connection with
  note payable of $50,000                                                                      30,281
  Beneficial conversion feature on notes payable                                               19,719

September 9, 2003
  25,000 warrants issued in connection with note
  payable of $25,000                                                                           15,964
  Beneficial conversion feature on notes payable                                                9,036

September 23, 2003
  25,000 warrants issued in connection with
  note payable of $25,000                                                                      16,130
  Beneficial conversion feature on notes payable                                                9,251

October 16, 2003
  416,667 warrants issued in connection with
  notes payable of $1,500,000                                                                 374,443
  Beneficial conversion feature on notes payable                                            1,125,557
  25,000 warrants issued as financing cost                                                     84,000

November 4, 2003
  Common stock issued as compensation                                                          --

November 6, 2003
  Common stock issued to acquire subsidiary                                                 2,500,000

November 24, 2003
  100,000 warrants issued as consultant
  compensation                                                                                175,000

December 11, 2003
  Common stock issued as compensation                                                            --

December 22, 2003
  1,111,111 warrants issued in connection with
  notes payable of $2,000,000                                                                 711,927
  Beneficial conversion feature on notes payable                                              867,482
  60,000 warrants issued as financing cost                                                    122,400

Amortization of prepaid stock compensation                                                    428,200


Net income                                              (5,042,785)                        (5,042,785)


Foreign currency translation adjustment                                     (102,838)        (102,838)
                                                      -----------------------------------------------

Balance 12-31-03                                      $ (5,079,805)       $ (102,838)     $ 3,860,406

                                                      ===============================================
</TABLE>


                      See notes to the financial statements

                                       39

<PAGE>

<TABLE>

<CAPTION>

                                                                 360 GLOBAL WINE COMPANY
                                                     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                                       Prepaid          Add'l Paid
                                                      Common Stock             Subscriptions             Stock              in
                                             -----------------------------
                 ACTIVITY                      Number          Value            Receivable         Compensation           Capital
-------------------------------------------- ---------- -------------------- ---------------- -----------------         -----------
<S>                                                                             <C>               <C>                    <C>

Common stock in connection with

  investment in Joint Venture                  4,255,320          4,255                                                  4,746,745

Common stock and warrants issued as
compensation                                   1,181,000          1,181                                 (126,000)        1,009,340

Amortization of prepaid stock                                                                          1,054,325


Common stock for cash, net                     7,272,727          7,273                                                  2,021,050

Common stock cancelled in connnection with

  non payment of subscription recievable       (2,594,000)        (2,594)    2,594

Common stock issued in connection with

  note payable of $500,000                     320,000            320                                                      316,280


Divestment in subsidiary                       (1,000,000)        (1,000)

Discount on allocation of warrants on debt                                                                               1,769,702

Beneficial converson feature of notes                                                                                      401,765

Net Loss

Foreign currency translation adjustment

                                             ------------------ ---------- ---------------- --------------------- ----------------
Balance 12-31-04                               41,073,297       $ 41,073   (18,972)                           --      $ 20,216,184
                                             ================== ========== ================ ===================== ================




                                       40

<PAGE>

                             360 GLOBAL WINE COMPANY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                                       Accumulated
                                                                       Foreign Exchange
                                                                         Translation
            ACTIVITY                                 Deficit             Adjustments       Total
------------------------------------------------------------------------------------------------------

Common stock in connection with
 investment in Joint Venture                                                             4,751,000


Common stock and warrants issued as compensation                                           884,521

Amortization of prepaid stock                                                            1,054,325

Common stock for cash, net                                                               2,028,323

Common stock cancelled in connection with
 divestiture of former subsidiary                                                                -

Common stock issued in connection with
 note payable of $500,000                                                                  316,000

Divestment in subsidiary                                                                    (1,000)

Discount allocation of warrrants on debt                                                 1,769,702

Beneficial conversion feature of notes                                                     401,765

Net Loss                                           (13,201,175)                         (13,201,175)

Foreign currency translation adjustment                     --            96,850             96,850

                                                  ---------------------------------------------------
Balance 12-31-04                                  $18,280,980)            (5,988)      $  1,961,317
                                                  ===================================================

</TABLE>










                                       41
<PAGE>



                             360 GLOBAL WINE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            YEARS ENDED DECEMBER 31,



                                                   2004          2003
                                               ----------------------------

Cash flows from operating activities:

   Net loss                                    $ (13,201,175) $ (5,042,785)

   Adjustment to reconcile net
    loss to cash used in operating activities:

   Depreciation and amortization
    - property and equipment                       1,243,132        23,999
   Bad Debt expense                                   46,000             -
   Non-cash interest expense                       1,650,117       376,218
   Loss on divestiture in subsidiary               2,620,914
   Repayment of notes payable representing
    amortized discount                                     -      (119,696)
   Stock compensation                              1,938,846     2,973,662
   Minority interest in loss                        (879,682)      (13,750)
   Other                                                                 -

   Changes in current assets and liabilities:
   Accounts receivable                               (15,906)      (10,789)
   Inventories                                      (850,610)     (440,367)
   Prepaid expenses                                 (252,109)       14,843
   Other current assets                             (904,900)            -
   Accounts payable                                1,102,755       579,736
   Accrued expenses                                 (116,065)      347,989
   Customer prepaid liability                                            -
   Other                                                   -           153
                                               ----------------------------

Net cash used in operating activities             (7,618,684)   (1,310,787)
                                               ----------------------------

Cash flows from investing activities:

   Acquisition of KKLLC                              316,503
   Acquisition of property and equipment              (4,745)     (441,974)
   Notes receivable                                        -      (226,706)
   Deposits                                                -      (217,500)
   Other assets                                            -       (90,800)
                                               ----------------------------

Cash used in investing activities                    311,758      (976,980)
                                               ----------------------------

Cash flows from Financing activities:

   Issuance of common stock                        2,028,323        37,343
   Proceeds from notes payable                     1,795,000     2,781,810
   Proceeds from issuance of warrants                      -     1,268,190
   Repayment of note payable not representing
    unamortized discount                            (108,728)     (269,116)
   Deferred Financing costs                                -      (320,000)
   Proceeds from affiliated entity                 2,250,000
   Cash Overdraft                                          -             -
                                               ----------------------------

Cash provided by financing activities             5,964,5956     3,498,227
                                               ----------------------------

Foreign Currency Translation effect                   96,850           (87)
                                               ----------------------------

Net decrease in cash                              (1,245,481)    1,210,373

Cash, beginning of period                          1,325,373       115,000
                                               ----------------------------

Cash, end of period                                 $ 79,892   $ 1,325,373
                                                ============================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Income taxes paid                                   $  1,287   $          -

Interest paid                                       $ 19,737   $    128,273

                                       42
<PAGE>



                              360 GLOBAL WINE, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.  BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS

         360 Global Wine Company  ("360 Global  Wine") 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. 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. 360 Global Wine 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.

           On August 1, 2003, 360 Global Wine 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. 360 Global Wine Company is now the parent company to our operating
subsidiaries and is referred to herein as 360 Global Wine.  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 360 Global Wine 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.

         On  April  21,   2004  360 Global   Wine   acquired   50%  of  Kirkland
Knightsbridge,  LLC, 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,   Kirkland
Knightsbridge, 360 Global Wine and Mr. Larry Kirkland.

NOTE 2.  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 Kirkland
Knightsbridge  LLC. 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 Kirkland Knightsbridge,  LLC is split between the Company
and  Kirkland   Ranch.   Pursuant  to  the   Operating   Agreement  of  Kirkland
Knightsbridge, LLC,  the  Company  has  disproportionate  control  over  certain


                                       42
<PAGE>

budgetary and  expenditure  matters while  Kirkland  Ranch has  disproportionate
control  over  certain  operating  matters.  Although  the Company does not have
voting control,  management has concluded that it must be consolidated under the
principles  set forth in FIN  46(R) The  reasons  for  consolidation,  which are
explained  further  below,  however are the fact that the Company is responsible
for  maintaining  the value of its  initial  capital  contribution  to  Kirkland
Knightsbridge,  LLC,  which was made in the form of common  stock,  and the fact
that  substantially all of Kirkland  Knightsbridge,  LLC's activities involve or
are  conducted  on behalf of 360  Global  Wine whose  obligations  to absorb the
expected losses of Kirkland Knightsbridge, LLC exceed that of Kirkland Ranch.

         Ownership  interests  in Kirkland  Knightsbridge,  LLC are based on the
maintenance of capital accounts,  rather than shares as would be the case with a
corporation.  The minority interest in Kirkland  Knightsbridge,  LLC as shown on
the balance  sheet  represents  the joint  venture  partner's  share of Kirkland
Knightsbridge,  LLC 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 Kirkland Knightsbridge,  LLC 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  Kirkland
Knightsbridge,  LLC activities involve and are conducted on behalf of 360 Global
Wine.  Kirkland  Knightsbridge,  LLC 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,  Kirkland
Knightsbridge,  LLC is the  production  facility  which  produces  Napa  Valley,
Central Coast and California  Appellation  products which are sold solely be the
Company.  The  brands  owned by  Kirkland  Knightsbridge,  LLC are sold  through
channels which are developed by the Company. Kirkland Knightsbridge,  LLC exists
to fill the needs of the distribution channels opened by the Company.

         Under the terms of the Kirkland Knightsbridge,  LLC governing document,
the Company and the joint venture  partner share equally in all gains and losses
of Kirkland  Knightsbridge,  LLC'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 Kirkland
Knightsbridge,  LLC 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.


                                       43
<PAGE>


         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  Kirkland  Knightsbridge,  LLC be worth  less than
$10,000,000  on April 27,  2007,  360 Global  Wine would  incur the  majority of
Kirkland  Knightsbridge,  LLC'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 Kirkland  Knightsbridge,  LLC's activities
involve or are  conducted  on behalf of 360 Global  Wine  whose  obligations  to
absorb  the  expected  losses of  Kirkland  Knightsbridge,  LLC  exceed  that of
Kirkland Ranch, the Company has concluded that Kirkland Knightsbridge,  LLC is a
Variable Interest Entity under FIN 46R and must be consolidated.

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.

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, 2004 was $79,892.

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   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
$46,000 at December 31, 2004.

Inventory

     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,


                                       44
<PAGE>

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, 2004, Inventory consisted of the following

         Wine making, packaging materials      $   161,463
         Grapes in process                          17,650
         Retail Merchandise                         37,551
         Finished goods                          3,120,320

         Bulk Wines                              2,269,886
                                               -----------

         Total                                 $ 5,606,870
                                               ===========

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:

                                               Years
         Land Improvements                     25
         Vineyards                             25
         Buildings                             40
         Cooperage                             40
         Equipment                             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.

Deferred Financing Costs

         Costs incurred in connection with the issuance of debt are deferred and
amortized  on the  interest  rate  method  over  the term of the  related  debt.
Amortization is included in interest expense.

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 2004 due to their  short-term  nature  or  their  recent  creation.



                                       45
<PAGE>

Long-term debt is carried on the balance sheet as $25,450,000. The fair value of
the debt payable to Travelers' Life Insurance Company ("Travelers") approximates
its $21,891,641 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 31, 2004  multiplied by
$0.35  closing   price  on  the   Over-the-Counter   Bulletin   Board  would  be
approximately $2,749,500.  When added to the Travelers debt fair value the total
fair value is $21,641,141.

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.

Revenue Recognition

         Revenue is recognized  when 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. No products are sold on consignment.


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.

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



                                       46
<PAGE>

"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.

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.

New accounting pronouncements

         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 will adopt SEAS 146 for any
actions  initiated  after January 1, 2003, and any future exit costs or disposal
activities will be subject to this statement.

         In 2003, the FASB issued FIN 46,  "Consolidation  of Variable  Interest
Entities."  FIN 46 defines a variable  interest  entity (VIE) as a  corporation,
partnership,  trust,  or any other  legal  structure  that does not have  equity
investors with a controlling  financial interest or has equity investors that do
not  provide  sufficient  financial  resources  for the  entity to  support  its
activities. FIN 46 requires consolidation of a VIE by the primary beneficiary of
the assets, liabilities and results of activities effective in 2003. FIN 46 also
requires certain  disclosures by all holders of a significant  variable interest
in a VIE that are not the primary beneficiary. The Company will adopt FIN 46 for
any  actions  initiated  after  January 1, 2003,  and any future  investment  in
variable interest entities will be subject to this statement.

         In 2002,  the FASB  issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation - Transition and Disclosure", which amends SFAS No. 123, to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  SFAS
No. 148 amends the disclosure  requirements of SFAS No. 123 to require prominent
disclosures  in both annual and interim  financial  statements  about the method
used  on  reported  results.  The  disclosure  provisions  of SFAS  No.  148 are
effective for fiscal years ending after December 15, 2002.



                                       47
<PAGE>


         Pursuant  to SFAS No.  148,  the  Company  has  elected to account  for
employee  stock-based  compensation  under APB Opinion No. 25,  "Accounting  for
Stock  Issued to  Employees,"  using an  intrinsic  value  approach  to  measure
compensation expense.  Accordingly,  no compensation expense has been recognized
for  options  granted to  employees  under such a plan since the Company at this
time does not have an option plan in place.

         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.

         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).


NOTE 3:  PROPERTY AND EQUIPMENT

      Property and equipment at December 31, 2004 consisted of the following:



                                       48
<PAGE>


             Land                                                   $ 3,237,583

             Cultivated land                                         11,451,275

             Buildings, improvements and equipment                   24,815,073
                                                                     ----------
                                                                     39,503,931
             Less:  accumulated depreciation and  amortization          860,374
                                                                    -----------
                                                                    $38,643,557
                                                                    ===========

Depreciation  expense was $1,243,132 and $23,999 for the year ended December 31,
2004 and 2003 respectively..


NOTE 4.  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 61st day until the
Maturity Date. The Company and lender have  negotiated a first extension of this



                                       49
<PAGE>

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 Kirkland Knightsbridge,  LLC in the aggregate amount
of $2.25 million to be paid with other debt from any initial profits of Kirkland
Knightsbridge, LLC. 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, 2004, that Company had $4,424,467 of short
term notes.

NOTE 5:  LONG TERM DEBT

            On  April  21,  2004,  as part  of the  financing  of the  Company's
purchase of its 50%  membership  interest in Kirkland  Knightsbridge,  LLC,  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  Kirkland
Knightsbridge,  LLC. 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 $1,702,001 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  $297,299,  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



                                       50
<PAGE>

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 $1,891,641  on the balance sheet which was net of  unamortized
discounts.  Based on the $1,891,641  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 $284,000 for the
three months ended December 31, 2004.

            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   Kirkland
Knightsbridge,  LLC's  mortgage  note to  Travellers  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  Kirkland  Knightsbridge,  LLC 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,
Kirkland  Knightsbridge,  LLC and the joint  venture  partner  is that  Kirkland
Knightsbridge,   LLCis  the  borrower  and  that  the  legal   co-borrowers  are
effectively  guarantors,  consequently  the  full  amount  of the  debt has been
recorded  as that of Kirkland  Knightsbridge,  LLC and,  in  consolidation,  the
Company's.  The debt is also  collateralized  by the  real  property  and  other
certain assets of Kirkland Knightsbridge, LLC.

         As a result,  at December 31, 2004,  that Company had  $25,5000,000  of
long term debt less unamortized  discount and prepaid interest of $3,454,042 for
a balance of $22,045,958.

NOTE 6.  INCOME TAXES



                                       51
<PAGE>

<TABLE>

<CAPTION>

         The provision for taxes consisted of the following:

                                                                                 2004               2003
                                                                               -------------   -------------
<S>                                                                            <C>             <C>


         Loss before income taxes                                              $ (14,081,000)   $ (5,050,000)
                                                                               =============   =============

         Current                                                                 -                   -
         Deferred                                                                -                   -
                                                                               -------------   -------------
               Total provision                                                   -                   -
                                                                               =============   =============


                                                                                  2004                2003
                                                                               -------------   -------------

         Federal income taxes  at statutory rate                              $ (14,788,000)   $ (1,763,000)
         State income taxes                                                        (718,000)       (253,000)
         Increase in taxes resulting from:
             Benefit of U.S. tax loss not recognized                              3,868,000       1,781,000
             Benefit   of   temporary    difference    from   stock
             compensation not recognized                                            961,000         121,000
             Interest expense arising from beneficial conversion
             features not deductible                                                680,000          79,000
             Other, net                                                                   -          35,000
                                                                               -------------   -------------
         Provision for income taxes                                               -                   -
                                                                               =============   =============

         The primary  components of deferred  income tax assets and  liabilities are as follows:

                                                                                    2004             2003
                                                                                    ----             ----
         Deferred income tax assets:
             Loss and credit carryforwards                                     $  3,200,000    $  1,796,000
             Benefit of temporary difference from stock compensation not
              recognized
                                                                                   961,000          121,000

                                                                               -------------   -------------
                                                                                 4,161,000        1,917,000
         Less Valuation allowance                                                4,161,000        1,917,000
                                                                               -------------   -------------
                                                                                    -                -
                                                                               =============   =============
</TABLE>

The valuation  allowance  increased by $2,244,000 in the year ended December 31,
2004

         Realization  of the  Company's  deferred  tax  assets is  dependent  on
generating   sufficient   taxable   income  prior  to  the  expiration  of  loss
carryforwards.  Management  believes  that,  more likely than not,  deferred tax
assets will not be fully  realized in the future and have  therefore  provided a
valuation  allowance  to reserve for those  deferred  tax assets not  considered
realizable.  Despite  the  current  estimate,  it is  possible  that some of the
deferred  tax assets will be realized in the  future.  Should this  happen,  the
valuation allowance will be reduced.

         At December 31, 2004, the Company had tax operating loss  carryforwards
for U.S. federal tax purposes  approximating  $9,000,000  expiring in years 2022
and 2023.  These do not include  Tech-Net's  carryovers as of the August 1, 2003
merger/recapitalization which are subject to severe limitations.  These Tech-Net


                                       52
<PAGE>

carryovers  were also not taken into  consideration  in calculating the deferred
tax assets disclosed above.

NOTE 7.  INTEREST INCOME (EXPENSE), NET

         In conjunction  with a loan  receivable the Company had interest income
for the year ended December 31, 2004, of 30,400.

         The table  below  outlines  the  interest  expense  for the year  ended
December 31, 2004

         Notes Payable - $4,424,467
              Amortization of discount on notes payable            $        0
              Contractual interest                                    143,525
              Beneficial conversion features                                0

         Notes Payable - $21,891,641
              Contractual interest and discount on notes payable    1,342,010
              Beneficial conversion features                          718,714


         Other                                                        255,151
                                                                   ----------

                  Total                                            $2,459,400
                                                                   ==========


         In conjunction  with a loan  receivable the Company had interest income
for the year ended December 31, 2003, of 12,378.

         The table  below  outlines  the  interest  expense  for the year  ended
December 31, 2003





<PAGE>






         Notes Payable - $725,000
              Amortization of discount on notes payable            $ 190,987
              Contractual interest                                    76,156
              Beneficial conversion features                          38,006

         Notes Payable - $3,500,000
              Contractual interest and discount on notes payable      50,646
              Beneficial conversion features                          85,294



                     Other                                             6,674
                                                                   ---------
                  Total                                            $ 447,763
                                                                   =========

NOTE 8.  Stock-compensation expense

During 2004, the company issued 1,181,000 shares of stock to various parties who
had or would provide services to 360 Global Wine Group. These shares were valued
based  on the  market  price  for  shares  of our  common  stock  at the time of
issuance.  In August 2004,  the Company  terminated the contract of a consultant
and canceled the 250,000 shares that were  originally  granted on June 18, 2004.
As a  result,  these  transactions  resulted  in  the  Company  recording  stock
compensation expense of $1,938,846 as of December 31, 2004.

         In July 2003, Knightsbridge issued 3,313,250 shares of stock to various
parties,  who had or would provide  services to  Knightsbridge,  through a stock
subscription  agreement  for  $0.001  per share.  Subsequently  in August  2003,
Knightsbridge  was acquired by the Company  pursuant to a share  exchange.  As a
result  of the  share  exchange  between  the  parties,  Knightsbridge  used the
difference  between the average first day trading  price split  adjusted and the
issuance price of the stock issued by  Knightsbridge  in the stock  subscription
agreement as the estimate of the value given. Knightsbridge believes that use of
an amount based on the initial  public  trading value of the stock,  immediately
following  announcement of the reverse merger, was reasonably  indicative of the
value of the shares as a private Company shortly before the  finalization of its
plans to effectuate a recapitalization  as a public company.  In addition,  Paul
Gardner  received  986,700  shares.  Also, in the fourth quarter of 2003 Company
directors received 575,000 unvested shares and in the third quarter, consultants
received  130,000  shares and 100,000  warrants.  These shares and warrants were
valued were based on the quoted  marketprice  of the shares on the grant  dates.
The consultant shares are earned on a monthly basis. These transactions resulted
in the recording of additional stock  compensation  expense of $2,973,662 on the
statement of operations and prepaid stock compensation  expense in stockholders'
equity at December 31, 2003 totaling $928,325.


NOTE 9.  ACQUISITION OF INTEREST IN KIRKLAND KNIGHTSBRIDGE LLC

         On April 21, 2004 the  Company  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
(the "Contribution  Agreement"),  by and among Kirkland Ranch, LLC, a California
limited liability company ("Kirkland Ranch"),  Kirkland Knightsbridge,  LLC, the
Company and Mr. Larry Kirkland. In exchange for its 50% membership interest, the
Company  made an  initial  capital  contribution  equal in value of $10  million
through  the initial  issuance of  4,255,320  shares  ("Initial  Shares") of its
common stock,  par value $.001 per share,  at an initial  valuation of $2.35 per
share.  On April 21, 2007 (the "Valuation  Date"),  if the Initial Shares have a
Market  Value less than the amount of ten  million  dollars  ($10,000,000),  360
Global Wine shall, as an additional capital contribution, contribute to Kirkland
Knightsbridge,  LLC(to be immediately  withdrawn by Kirkland Ranch),  in cash or
such  additional  number of shares of  Common  Stock,  which can be  immediately
converted to cash on the Valuation  Date,  when added to the Market Value of the



                                       53
<PAGE>

Initial  Shares,  equals the sum of ten  million  dollars  ($10,000,000).  As of
September 30, 2004, if the price of the Company's  Stock remains  unchanged from
the $0.90  closing price on the  Over-the-Counter  Bulletin  Board,  the Company
would  have to issue an  additional  6,855,791  shares  of  common  stock on the
Valuation Date.  Because the governing document of Kirkland  Knightsbridge,  LLC
specifies  that gains or losses on the value of  Kirkland  Knightsbridge,  LLC's
assets, which would include the 4,255,320 shares of Company stock, are allocated
50% each to the Company and Kirkland  Ranch,  one half of the shares issued were
recorded at  $5,000,000,  representing  their $2.35 per share  guaranteed  value
pursuant to the Contribution  Agreement and one-half of the shares were recorded
at $3,829,788, representing the average price between the high and low price per
share on the Over-the Counter Bulletin Board of $1.80.

         As part of the financing for the joint venture transaction, the Company
provided loans to Kirkland  Knightsbridge,  LLC in the aggregate  amount of $2.4
million  to be paid  with  other  debt  from any  initial  profits  of  Kirkland
Knightsbridge, LLC. The loans have been eliminated in consolidation and included
in the  acquisition  cost of the  Company's  controlling  financial  interest in
Kirkland Knightsbridge, LLC.

         In connection with the closing under the Contribution  Agreement and to
finance the joint  venture  transaction,  the Company  entered  into a guaranty,
dated  as of  April  21,  2004,  in favor  of The  Travelers  Insurance  Company
("Travelers"),  pursuant to which the Company  guaranteed the obligations  under
that certain promissory note in the amount of $20 million (the "Travelers Note")
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 is  collateralized  by, among other  things,  a mortgage on
certain  land  and a lien on  certain  assets,  excluding  inventory,  owned  by
Kirkland Knightsbridge, LLC.

         Pursuant to the Contribution Agreement,  Kirkland Ranch contributed all
of its assets and certain of its  liabilities  to the Joint  Venture , including
all of  the  assets  of the  Kirkland  Ranch  Winery  located  in  Napa  Valley,
California.  Kirkland  Knightsbridge,  LLC 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 winemaking  facility,  wine labels including
Kirkland  Ranch  Winery and Jamieson  Canyon,  inventory,  accounts  receivable,
intellectual   property  and  general   intangibles.   In  connection  with  the
transaction,  the Company entered into an exclusive  distribution  and marketing
agreement  with  Kirkland  Knightsbridge,  LLC 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, the Joint Venture will
serve as the exclusive bottler of the Company's products in California.

         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  accordance   with  the  budget  to  Kirkland
Knightsbridge,  LLC for  certain  business  purposes.  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. The Company agreed, solely upon the occurrence of non-payment of
principal  and  interest  payments  owed under the  Travelers  Note,  to risk of
forfeiture of its membership interest.

         Voting control of Kirkland Knightsbridge, LLC is formally split between
the Company and Kirkland Ranch.  Pursuant to the Operating  Agreement,  however,
the Company has disproportionate  control over certain budgetary and expenditure
matters while Kirkland Ranch has disproportionate control over certain operating



                                       54
<PAGE>

matters.  The  Company  has  concluded  that  Kirkland  Knightsbridge,  LLC is a
Variable  Interest  Entity  under  Financial  Interpretation  No. 46 (Revised) -
Consolidation  of  Variable  Interest  Entities  ("FIN  46(R)").  Because of the
requirement for 360 Global Wine 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 Kirkland
Knightsbridge,  LLC be worth less than $10,000,000 on April 21, 2007, 360 Global
Wine would incur the majority of Kirkland Knightsbridge, LLC's "expected losses"
as defined by FIN 46(R).  The Company  believes  this is true  despite the basic
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 income"
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
Knightsbridge would incur more than 50% of the loss.

         The  Company   recorded   the  assets  and   liabilities   of  Kirkland
Knightsbridge,  LLC, including the "minority interest" (joint venture partner's)
share based on their preliminary estimated fair values.  Pursuant to the capital
account  maintenance  provisions of the Limited  Liability Company Agreement the
minority interest was credited with the full net value of assets and liabilities
less  the  $5,000,000  agreed-upon  value  of  one-half  of the  Company  shares
contributed   to   Kirkland   Knightsbridge,   LLC  which  are   eliminated   in
consolidation.  This  resulted  in an increase  in the  Company's  net assets of
$5,000,000.   The   preliminary   estimate   of  the  fair  values  of  Kirkland
Knightsbridge,  LLC's  assets  and  liabilities  was  based  on a June  3,  2002
independent  appraisal of the land,  buildings  and  fixtures and on  management
estimates of other assets and  liabilities.  Management is arranging for current
independent  appraisals of values as of April 21, 2004. Kirkland  Knightsbridge,
LLC's asset and liability  values will be adjusted  when the current  appraisals
are obtained.

         The Company also incurred $28,588 of transaction costs in acquiring its
joint venture interest. Because the fair value of Kirkland Knightsbridge,  LLC's
identified  assets and liabilities above the $5,000,000 of stock credited to the
minority interest was allocated to the minority interest, an amount equal to the
transaction cost was recorded as goodwill. The Company believes that paying this
relatively  small amount in excess of the identified  assets and liabilities was
worthwhile to acquire  Kirkland  Knightsbridge,  LLC to use as an initial United
States base for its plan to establish a diversified international wine company.

         The allocation of the acquisition costs follow:

         Cash                                             $    316,503
         Accounts Receivable                                   130,483
         Inventory                                           4,424,373
         Other current assets                                  693,119
                                                          ------------

         Total current assets                                5,564,478
                                                          ------------

         Property, Plant and Equipment                      39,402,080
         Goodwill                                               28,588
                                                          ------------

         Total Assets                                       44,995,146



                                       55
<PAGE>


         Liabilities assumed                               (23,169,684)

         Minority Interest                                 (16,796,874)
                                                           ------------

         Total Allocation of Acquisition Cost              $ 5,028,588
                                                           ============



         The following  unaudited pro forma financial  information  reflects the
consolidated  results of  operations of the Company as if the  acquisitions  had
taken place on January 1, 2002.  The pro forma  information  includes  primarily
adjustments for the  depreciation  of the tangible  property  acquired.  The pro
forma information is not necessarily indicative of the results of the operations
as it would have been had the transactions been effected on the assumed date.

----------------------------------------- ------------------ ------------------
                                          2003 Pro Forma     2002 Pro Forma
                                          --------------     --------------
----------------------------------------- ------------------ ------------------
Revenue                                   $ 3,032,103        $3,211,608
----------------------------------------- ------------------ ------------------
Net loss                                  $ (6,496,181)      $ (2,055,339)
----------------------------------------- ------------------ ------------------
Basic and diluted loss per common share
                                          $(0.21)            $(0.12)
----------------------------------------- ------------------ ------------------

----------------------------------------- ------------------ ------------------




NOTE 10.  COMMITMENTS AND CONTINGENCIES

Corporate Offices

         For the fiscal year ended December 31, 2003, the U.S.  corporate office
was located at 65 Shrewsbury Road, Livingston, NJ 07039. This space was provided
on a rent free basis by our majority  shareholder.  As a result, the Company did
not recognize rental expense in the previous fiscal year.

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

Employment Agreements

         On September 24, 2004 360 Global Wine amended the employment  agreement
entered on June 1, 2003 with Mr. Joe Carr. Mr. Carr was promoted to the position
of Executive  President of 360 Global Wine  effective  September 24, 2004,.  Mr.
Carr  will  serve  at the  pleasure  of the  Board  of  Director's.  Mr.  Carr's
compensation  will be  $155,000  per annum  along  with other  similar  employee




                                       56
<PAGE>

benefits as offered to employees of the Company.  Mr. Carr also received 100,000
shares of common stock of the Company.

         On August 3, 2004 360 Global Wine entered into an employment  agreement
with Mr. Jay Essa as an Executive Vice President  effective  September 24, 2004.
Mr.  Essa will serve at the  pleasure  of the Board of  Director's.  Mr.  Essa's
Compensation  with be  $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 an Executive  Vice  President  effective  November 1,
2004.  Mr.  Marin will serve at the  pleasure  of the Board of  Director's.  Mr.
Marin's  Compensation  with be  $100,000  per annum  along  with  other  similar
employee  benefits as offered to employees  of the Company.  Mr. Marin also also
received 75,000 shares of common stock of the Company.

Sales and Marketing Agreements

         There were no new Sales and  Marketing  Agreements  entered into during
Fiscal 2004.

Licensing Agreements

         During  the  third  quarter  of  2003,  the  Company  entered  into two
licensing agreements with noted artists in its effort to launch an Artist series
brand to be built around leading artists around the world.

         On October 6, 2004, the Company entered into a licensing agreement with
Consuelo Vanderbilt Costin in an effort to launch a brand built around the image
of American aristocracy.

Litigation

         On April 14, 2004, a complaint was filed by California Wine Company, as
plaintiff,  against the Company in Napa  County  Superior  Court of the State of
California.  The complaint  alleges breach of contract,  anticipatory  breach of
contract,  breach of an interim sales agent  agreement and breach of the implied
covenant of good faith and fair  dealing.  Plaintiff  seeks  damage in excess of
$2.5 million.  The  plaintiff  alleges,  among other things,  the failure of the
Company to perform its  obligations  to purchase  grapes  under a certain  grape
purchase  agreement,  and costs  incurred  for moving and  storing  bulk  wines.
Although  a trial  date of  January  30,  2006 has been set on this  matter, the
plaintiff and the Company are currently in settlement negotiations.

         In September 2004, we received correspondence from counsel to an entity
purportedly  known as  Knightsbridge  Wine  Shoppe,  which  alleged that we were
infringing upon its use of the trademark  "Knightsbridge  Wine." Due to the high
cost of  litigating  this type of claim and the Company's  pre-existing  plan to
re-brand its products,  management  believed that it was in the best interest of
the  Company  to  settle  the  case.  We  signed  a  settlement  agreement  with
Knightsbridge  Wine  Shoppe  in  November  2004.   Pursuant  to  the  settlement
agreement,  we  agreed  to  change  our name on or  before  February  15,  2005.
Effective as of February 15, 2005, our name was changed from  Knightsbridge Fine
Wines, Inc. to 360 Global Wine Company.



                                       57
<PAGE>


         Management  has been  informed  that five  former  shareholders  of the
Company  filed a suit against the Company.  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.

         On March 11, 2005 the Company received  correspondence  from counsel to
seven  former  employees  of the  Company,  which  alleges  that the Company has
outstanding  debts due to the former  employees.  The  Company is  currently  in
negotiations to settle this dispute.

         On February 10, 2005, Larry Kirkland, purportedly on behalf of Kirkland
Knightsbridge,  LLC, 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  Kirkland
Knightsbridge. 360 Global Wine Company has taken the position that the financing
statement was properly authorized by Kirkland  Knightsbridge,  LLC, and believes
further that Mr. Kirkland had no authority  pursuant to the operating  agreement
of Kirkland Knightsbridge 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
Kirkland  Knightsbridge and that Kirkland Knightsbridge had no authority to file
the corrective statement with the California Secretary of State.

         The Company is involved in lawsuits, claims, and proceedings, including
those  identified  above,  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.



NOTE 11. WARRANTS

Warrants outstanding consist of the following:

Transaction                           No. of Warrants    Exercise Price  Term
Consultants and Issuance of
short-term debt                        550,000            $1.50-$2.70    5 Years
Issuance of long-term debt             1,612,778          $0.70-$1.80    3 Years

NOTE 12.  DIVESTITURE IN SUBSIDIARY



                                       58
<PAGE>


360 Global Wine Company has entered  into an  agreement to divest  itself of its
ownership  interest in Bodegas Y Vinedos Anguinan S.A, an Argentine wine company
in which it acquired an interest in November 2003.  Pursuant to the Termination,
Settlement & Release of Claims Agreement signed between the Company,  its 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  granted  by the  Company  as part of the  acquisition  and any
employment agreements between the Company and the principals of Bodegas.

NOTE 13. 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.

NOTE 14. STOCKHOLDER EQUITY

Common Stock

We periodically issue common stock for services rendered. Common stock issued is
valued at fair market value, which is the quoted market price.  During the years
ended December 31, 2004 and 2003,  360 Global Wine Company issued  1,181,000 and
5,011,200  shares of common stock and warrants for services valued at $2,021,050
and $2,393,764, respectively.

On June 16, 2004, the Board authorized 60,000 shares of restricted common shares
to Michael McIntyre.  pursuant to an investor  relations  agreement dated August
2003. The shares were release in full per the terms of the  agreement.  Pursuant
to the agreement,  Michael McIntyre supplied investor relations related services
and assisted the Company with broker  relations  for our stock.  The shares were
valued at $1.01 per share,  the market  price per share at the time of issuance.
The total value of the consideration paid to Michael McIntyre was $60,600.

On June 18, 2004, the Board  authorized the issue of 30,000 shares of restricted
common to Raul  Marozof  pursuant  to a  consulting  agreement.  The shares were
valued using the closing stock price on the date of issue, pursuant to which the
shares  were  valued  at $1.20 at the time of  issuance.  Therefore,  the  total
aggregate value of the consideration paid to Mr. Marozof was valued at $36,000.

On June 18, 2004, the Board  authorized the issue of 12,000 shares of restricted
common to Nan Miller pursuant to a consulting agreement.  The shares were valued
using the closing stock price on the date of issue, pursuant to which the shares
were valued at $1.20 at the time of  issuance.  Therefore,  the total  aggregate
value of the consideration paid to Ms. Miller was valued at $14,400.


                                      59
<PAGE>


On June 18, 2004, the Board  authorized the issue of 12,000 shares of restricted
common to Romero  Britto  pursuant  to a  licensing  agreement.  The shares were
valued using the closing stock price on the date of issue, pursuant to which the
shares  were  valued  at $1.20 at the time of  issuance.  Therefore,  the  total
aggregate value of the consideration paid to Mr. Britto was valued at $36,000.

On June 18, 2004, the Board  authorized the issue of 15,000 shares of restricted
common to Guy Buffet pursuant to a licensing  agreement.  The shares were valued
using the closing stock price on the date of issue, pursuant to which the shares
were valued at $1.20 at the time of  issuance.  Therefore,  the total  aggregate
value of the consideration paid to Mr. Buffet was valued at $186,000.

On June 18, 2004,  the Board  authorized the issue of 7,500 shares of restricted
common to Lydia  Carriera  pursuant to a consulting  agreement.  The shares were
valued using the closing stock price on the date of issue, pursuant to which the
shares  were  valued  at $1.20 at the time of  issuance.  Therefore,  the  total
aggregate value of the consideration paid to Ms. Carriera was valued at $9,000.

On June 18, 2004,  the Board  authorized the issue of 2,500 shares of restricted
common to Geoff Howes pursuant to a consulting agreement. The shares were valued
using the closing stock price on the date of issue, pursuant to which the shares
were valued at $1.20 at the time of  issuance.  Therefore,  the total  aggregate
value of the consideration paid to Mr. Howes was valued at $3,000.

On June 18, 2004,  the Board  authorized the issue of 1,500 shares of restricted
common to Jerry  Burns  pursuant to a broker  agreement.  The shares were valued
using the closing stock price on the date of issue, pursuant to which the shares
were valued at $1.20 at the time of  issuance.  Therefore,  the total  aggregate
value of the consideration paid to Mr. Burns was valued at $1,800.

On June 18, 2004, the Board  authorized the issue of 20,000 shares of restricted
common to Joseph Carr Executive President of the Company. The shares were valued
using the closing stock price on the date of issue, pursuant to which the shares
were valued at $1.20 at the time of  issuance.  Therefore,  the total  aggregate
value of the consideration paid to Mr. Carr was valued at $24,000.

On June 18, 2004, the Board  authorized the issue of 20,000 shares of restricted
common to Jay Essa  Executive  Vice  President of the  Company.  The shares were
valued using the closing stock price on the date of issue, pursuant to which the
shares  were  valued  at $1.20 at the time of  issuance.  Therefore,  the  total
aggregate value of the consideration paid to Mr. Essa was valued at $24,000.

On June 18, 2004, the Board  authorized the issue of 10,000 shares of restricted
common to Charles Marin,  Executive  Vice  President of the Company.  The shares
were  valued  using the closing  stock  price on the date of issue,  pursuant to
which the shares were valued at $1.20 at the time of  issuance.  Therefore,  the
total  aggregate  value of the  consideration  paid to Mr.  Marin was  valued at
$12,000.

On June 18, 2004,  the Board  authorized the issue of 5,000 shares of restricted
common to William  Callahan  Sales Regional  Manager of the Company.  The shares
were  valued  using the closing  stock  price on the date of issue,  pursuant to
which the shares were valued at $1.20 at the time of  issuance.  Therefore,  the
total  aggregate value of the  consideration  paid to Mr. Callahan was valued at
$6,000.


                                       60
<PAGE>


On June 18, 2004,  the Board  authorized the issue of 5,000 shares of restricted
common to Michael Gallo Regional  Sales Manager of the Company.  The shares were
valued using the closing stock price on the date of issue, pursuant to which the
shares  were  valued  at $1.20 at the time of  issuance.  Therefore,  the  total
aggregate value of the consideration paid to Mr. Gallo was valued at $6,000.

On June 18, 2004,  the Board  authorized the issue of 5,000 shares of restricted
common to Daniel Nelson  Regional Sales Manager of the Company.  The shares were
valued using the closing stock price on the date of issue, pursuant to which the
shares  were  valued  at $1.20 at the time of  issuance.  Therefore,  the  total
aggregate value of the consideration paid to Mr. Nelson was valued at $6,000.

On June 18, 2004,  the Board  authorized the issue of 5,000 shares of restricted
common to Casey Squire  Regional  Sales Manager of the Company.  The shares were
valued using the closing stock price on the date of issue, pursuant to which the
shares  were  valued  at $1.20 at the time of  issuance.  Therefore,  the  total
aggregate value of the consideration paid to Mr. Squire was valued at $6,000.

On June 18, 2004,  the Board  authorized the issue of 3,500 shares of restricted
common to Sean Lynch Sales Manager of the Company.  The shares were valued using
the closing stock price on the date of issue,  pursuant to which the shares were
valued at $1.20 at the time of issuance. Therefore, the total aggregate value of
the consideration paid to Mr. Lynch was valued at $4,200.

On June 18, 2004,  the Board  authorized the issue of 3,500 shares of restricted
common to Martin  Cotton Sales  Manager of the  Company.  The shares were valued
using the closing stock price on the date of issue, pursuant to which the shares
were valued at $1.20 at the time of  issuance.  Therefore,  the total  aggregate
value of the consideration paid to Mr. Cotton was valued at $4,200.

On June 18, 2004,  the Board  authorized the issue of 3,500 shares of restricted
common to Paul Carey Sales Manager of the Company.  The shares were valued using
the closing stock price on the date of issue,  pursuant to which the shares were
valued at $1.20 at the time of issuance. Therefore, the total aggregate value of
the consideration paid to Mr. Carey was valued at $4,200.

On June 18, 2004,  the Board  authorized the issue of 3,500 shares of restricted
common to Raymond Abramoski Sales Manager of the Company. The shares were valued
using the closing stock price on the date of issue, pursuant to which the shares
were valued at $1.20 at the time of  issuance.  Therefore,  the total  aggregate
value of the consideration paid to Mr. Abramoski was valued at $4,200.

On June 18, 2004,  the Board  authorized the issue of 1,500 shares of restricted
common to Nicole Shiflet  Employee of the Company.  The shares were valued using
the closing stock price on the date of issue,  pursuant to which the shares were
valued at $1.20 at the time of issuance. Therefore, the total aggregate value of
the consideration paid to Ms. Shiflet was valued at $1,800.

On June 18, 2004, the Board authorized the issue of 100,000 shares of restricted
common to Galatin  Consulting,  Inc.  pursuant to a  consulting  agreement.  The
services to be provided under the consulting  agreement were investor and public
relations.  The shares were valued using the closing  stock price on the date of
issue,  pursuant  to  which  the  shares  were  valued  at  $1.20 at the time of
issuance.  Therefore,  the total  aggregate value of the  consideration  paid to
Galatin Consulting, Inc. was $120,000.



                                       61
<PAGE>


On  November  22,  2004,  the Board  authorized  the issue of 275,000  shares of
restricted common to Anthony J. Bryan,  Chaiman of the Board of the Company. The
shares were valued using the closing stock price on the date of issue,  pursuant
to which the shares were valued at $0.48 at the time of issuance. Therefore, the
total  aggregate  value of the  consideration  paid to Mr.  Bryan was  valued at
$132,000.

On  November  22,  2004,  the Board  authorized  the issue of 350,000  shares of
restricted  common to Phil E. Pearce,  Board  Member of the Company.  The shares
were  valued  using the closing  stock  price on the date of issue,  pursuant to
which the shares were valued at $0.48 at the time of  issuance.  Therefore,  the
total  aggregate  value of the  consideration  paid to Mr. Pearce was valued  at
$168,000.

On  November  22,  2004,  the Board  authorized  the  issue of 33,334  shares of
restricted common to Scott R. Griffith,  pursuant to a consulting agreement. The
shares were valued using the closing stock price on the date of issue,  pursuant
to which the shares were valued at $0.48 at the time of issuance. Therefore, the
total  aggregate value of the  consideration  paid to Mr. Griffith was valued at
$16,000.

On  November  22,  2004,  the Board  authorized  the  issue of 33,333  shares of
restricted  common to Jesse B. Shelmire IV, pursuant to a consulting  agreement.
The shares  were  valued  using the  closing  stock  price on the date of issue,
pursuant  to which the  shares  were  valued  at $0.48 at the time of  issuance.
Therefore,  the total aggregate value of the consideration  paid to Mr. Shelmire
was valued at $16,000.

On  November  22,  2004,  the Board  authorized  the  issue of 33,333  shares of
restricted common Robert R. Blakely Jr., pursuant to a consulting agreement. The
shares were valued using the closing stock price on the date of issue,  pursuant
to which the shares were valued at $0.48 at the time of issuance. Therefore, the
total  aggregate  value of the  consideration  paid to Mr. Blakely was valued at
$16,000.



NOTE 15. GOING CONCERN

         As of  December  31,  2004,  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


                                      62
<PAGE>


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 16 - Restatement of Prior Year Financials

         The original  financial  statements  for year ending  December 31, 2003
were filed on May 11,  2004  amended  financial  statements  for the year ending
December 31, 2003 were filed.  These  financial  statements  have been  prepared
using 2003 numbers that were restated  from the version  originally  filed.  The
restatement  principally  involved the  accounting  for the  acquisition  of the
Bodegas, particularly the put option granted to the sellers.

         On November  6, 2003,  the  company's  wholly-owned  subsidiary,  KFWBA
Acquisition  Corp.,  a Nevada  corporation  (KFWBA)  acquired  100% of Bodegas y
Venedos Anguinan S.A.  (Bodegas).  The purchase price consisted of a combination
of $357,407 (USD) (including  $157,407 of transaction  costs, one million shares
of the company's  restricted common stock and a put option (defined below).  The
purchase price was paid to the former shareholders' of Bodegas Anguinan Winery.

            Originally the Company valued the stock at $1,900,000 (USD) based on
the quoted market price and separately valued the put option as a liability with
an estimated  value of $1,461,033 for a total of $3,718,440.  This treatment was
based  on the  conclusion  that the put  options  were  "freestanding  financial
instruments"  as referred  to in SFAS 150 -  Accounting  for  Certain  Financial
Instruments with Characteristics of both Liabilities and Equity ("SFAS 150") and
consequently should be valued separately.  This conclusion resulted from the put
options  being  set-forth  in a  separate  agreement  that was  appended  to the
agreement for the purchase of the Bodegas stock.

            After  review of the terms of the  agreement,  the  Company  has now
concluded that the put options are not "freestanding  financial instruments" but
instead are not separable from the Company's  agreement to purchase the stock of
Bodegas,  principally  because,  in the event of default the option  holders are
required to offer to take back the Bodegas stock in  satisfaction  of the amount
owed to them pursuant to the put option.

            As a consequence of this reevaluation, the Company considers the put
options  to be a  security  price  based  contingency  as  defined in SFAS 141 -
Business  Combinations  ("SFAS  141").  The  Company  is  hereby  restating  the
financial statements for the year ended December 31, 2003 to reflect the cost of
the  Bodegas  acquisition  as the cash  expended of  $357,407  (USD),  including


                                       63
<PAGE>

$157,407 of transaction costs and one million shares of the company's restricted
common stock valued at $2,500,000  ($2.50 per share)  pursuant to the agreement.
This results in the following  changes to previously  reported amounts - removal
of the put option liability shown as $1,534,825  ($167,886  current,  $1,366,939
non-current)  at December 31, 2003. The initial  recorded  valuation of property
and  equipment  acquired  in the  transaction  has been  restated  at an  amount
$861,033 lower than originally  reported,  additional  paid-in-capital  has been
increased  by  $600,000,  interest  expense  and  depreciation  expense has been
reduced by $73,792 and $6,747 respectively for the year-ended December 31, 2003.
This results in the following  changes to  shareholders'  equity at December 31,
2003 and to net loss for the year then ended:

                                                         December 31,
                                                         2003

Shareholders'
   equity   -  as originally reported                   3,169,867
                       -  increase                        680,539
                                                          -------
                       -  as restated                   3,850,406

Net loss    -  as originally reported                  (5,123,324)
                       -  decrease                         80,539
                                                       ----------
                       -  as restated                  (5,042,785)

Loss per share         -  as originally reported            (0.21)
                       -  increase                      ---------
                       -  as restated                       (0.21)


         Pursuant to the  Agreement,  KFWBA entered into Put Options  Agreements
with the former shareholders of Bodegas (hereinafter the "Puts"), which provides
that those former  shareholders  can compel KFWBA to purchase a specific portion
of the Company's shares delivered as a part of the purchase price according to a
schedule attached to each of the Puts. The Company has provided its Guarantee to
each of such former shareholders of the performance of KFWBA under the Puts. The
Company's  shares subject to the Puts are required to be purchased by KFWBA,  if
exercised, at $2.50 per share. In order to secure the performance of KFWBA under
the Puts (and of the Company,  under its guarantee of KFWBA's  performance under
the  Puts),  the shares of  Bodegas  Anguinan  Estate  Winery  acquired  in this
transaction are subject to the terms of a Stock Pledge Agreement.

         During the term of the Pledge Agreement Bodegas Anguinan Estate Winery,
among other things, cannot issue additional shares, amend its charter or by-laws
in a way that might affect the security under the Pledge  Agreement,  is subject
to limits on the sale,  financing,  liening or  mortgaging  of assets of Bodegas
Anguinan Estate Winery at the time of the acquisition.

         Bodegas Anguinan Estate Winery  encompasses  approximately 900 acres in
the Andes Mountains of Argentina.  An independent appraisal of Bodegas estimates
the value of net assets acquired to exceed the $3,718,440  purchase  price.  The


                                       64
<PAGE>

result of  operations  of Bodegas is included in the  consolidated  statement of
operations  from the date of acquisition.  The  acquisition of Bodegas  Anguinan
Estate  Winery  is part  of  Knightsbridge's  strategy  to  build a  diversified
international wine company.

         The allocation of the  acquisition  costs of the acquired  subsidiaries
follow:

                        Bodegas y Venedos Dominion Wines
                             Anguinan International
                       November 6, 2003 February 17, 2003

         Cash                                $       -          $      7,378
           Accounts receivable                     37,583             26,688
         Inventory                                400,999
         Other current assets                      20,709              7,040

                                                   ------              -----

         Total current assets                     459,291             41,106

         Property, plant and equipment          2,540,795               -
         Other assets                               3,570               -
                                             ------------       ------------
         Total assets                           3,003,656             41,106

         Liabilities assumed                     (146,249)            (9,855)

         Minority Interest                           -               (13,750)
                                             ------------       ------------
         Total allocation of acquisition
         cost                               $  2,857,407       $     17,501
                                             ============       ============


         The following  unaudited pro forma financial  information  reflects the
consolidated  results of  operations of the Company as if the  acquisitions  had
taken place on January 1, 2002.  The pro forma  information  includes  primarily
adjustments for the depreciation of the tangible property aquired. The pro forma
information is not necessarily indicative of the results of the operations as it
would have been had the transactions been effected on the assumed date.



                                         2003 Pro Forma      2002 Pro Forma
                                         --------------      --------------


Revenue                                    $    850,677          $  358,196

Net loss                                   $ (5,341,365)         $ (260,551)

Basic and diluted loss per common share          ($0.21)             ($0.04)


NOTE 17. SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

         Purchase of assets in subsidiaries in exchange for:

                                                   2004          2003
                                                ----------    ----------

         Stock (subject to put option)         $4,751,000     $2,500,000
                                                              ==========

  Stock Issued for Prepaid Compensation                 0     $ 928,325
                                               ==========     ==========
  Warrants issued as deferred financing costs           0     $  206,400
                                               ==========     ==========


                                       65

<PAGE>




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

         Marks  Paneth & Shron LLP (the  "Former  Accountant")  resigned  as our
principal  accountants  on August 20, 2004.  Effective that same day, we engaged
Lopez,  Blevins,  Bork & Associates,  L.L.P. as our principal  accountants.  Our
Board of  Directors  and audit  committee  approved  the  engagement  of the new
accountants.

         The Former  Accountant's  report dated April 14, 2004 on the  Company's
consolidated  balance sheet of 360 Global Wine Company  (formerly  Knightsbridge
Fine Wines,  Inc.) and  Subsidiaries  as of December 31,  2003,  and the related
consolidated  statements  of  operations,  comprehensive  income,  stockholders'
equity,  and cash flows for the year then ended,  for the period October 8, 2002
(Inception) to December 31, 2002 and for the period October 8, 2002  (Inception)
to  December  31,  2003 did not  contain an adverse  opinion  or  disclaimer  of
opinion,  nor was it qualified or modified as to  uncertainty,  audit scope,  or
accounting  principles,  except to the extent  that,  as discussed in the former
accountants report, we have suffered  significant losses and negative cash flows
from operations which raise substantial doubt about its ability to continue as a
going  concern.  Our financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.

         In connection  with the audit of 360 Global Wine Company for the fiscal
year ended  December  31,  2003,  the Former  Accountant  did not advise us with
respect to any of the matters described in paragraphs  (a)(1)(v)(A)  through (D)
of Item 304 of Regulation S-K.

         We have had no disagreements  with Lopez,  Blevins,  Bork & Associates,
L.L.P. on any matter of accounting practices or principles,  financial statement
disclosure, or auditing scope or procedure.

         We furnished the resigning firm with the Form 8-K disclosing the change
of  accountants  and such  firm  confirmed  that  they  agreed  with  the  above
statements. The letter indicating their agreement was filed as an exhibit to the
Form 8-K filed with the Securities and Exchange Commission on August 26, 2004.

ITEM 8A. CONTROLS AND PROCEDURES

(a)      Evaluation of disclosure controls and procedures
         ------------------------------------------------

         We maintain controls and procedures designed to ensure that information
required  to be  disclosed  in the  reports  that we file or  submit  under  the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time periods  specified in the rules and forms of the  Securities and
Exchange  Commission.  As of December 31, 2004, our chief executive  officer and
former chief  financial  officer,  based on their  evaluation of our  disclosure
controls  and  procedures,  concluded  that such  controls and  procedures  were
sufficient  to ensure  that  information  required to be  disclosed  in the Form
10-KSB  and  future  Form  10-QSBs   would  be  disclosed  on  a  timely  basis.
Notwithstanding  this conclusion,  we have in the past twelve months experienced
significant  issues  regarding  the  integration  of  our  management  with  the
management of the Kirkland Ranch,  which shares management of our joint venture,
Kirkland Knightsbridge,  LLC. Such difficulties resulted in delays in our filing
the financial information required by Form 8-K with regard to the joint venture.



                                       66
<PAGE>

We have taken and continue to take steps to eliminate these issues,  such as the
appointment of new controller  for the joint venture and the  implementation  of
uniform accounting systems.  Notwithstanding  these changes, it is possible that
continuing  integration issues could result in our controls and procedures being
rendered  inadequate in order for our continued  compliance  with the Securities
and Exchange Act of 1934.


(b)      Changes in internal controls
         ----------------------------

         During the last fiscal  quarter for the fiscal year ended  December 31,
2004,  the  ongoing  search  to  find a new  chief  financial  officer  and  the
developmental  nature of our business and  operations  rendered our controls and
procedures  not  sufficient to enable timely  disclosure.  As a result,  we have
begun to implement some  additional  procedures and controls,  we have added new
financial personnel and begun implementing uniform accounting systems,  controls
and procedures at certain of our subsidiaries,  including our joint venture with
the Kirkland Ranch, Kirkland  Knightsbridge,  LLC to ensure continued compliance
with the Securities and Exchange Act of 1934.


                                    PART III.

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The  following  table  and text set  forth  the  names  and ages of all
directors  and  executive  officers of the Company as of December 31, 2004.  The
Board of Directors is comprised  of only one class.  All of the  directors  will
serve until the next annual meeting of shareholders  and until their  successors
are elected and qualified, or until their earlier death, retirement, resignation
or  removal.  We did not hold an  annual  meeting  in 2004.  There are no family
relationships among directors and executive  officers.  Also provided herein are
brief  descriptions  of the business  experience  of each director and executive
officer  during the past five years and an indication of  directorships  held by
each director in other companies subject to the reporting requirements under the
Federal securities laws.

NAME                   AGE               POSITION
----                   ---               --------
Joel Shapiro            34         Director, CEO
Joseph Carr             45         President
Anthony J. A. Bryan     80         Director, Non-executive Chairman
Phillip E. Pearce       74         Director
Charles D. Marin        40         Executive Vice President/Director of Finance
Jay Essa                62         Executive Vice President of Sales
Michael Jeub            61         Director


         JOEL SHAPIRO,  DIRECTOR, CEO. Joel ("Jake") Shapiro is CEO
and a Director  of 360 Global  Wine  Company,  and has served on the Board since
August 1, 2003.  He has reviewed or visited  almost 100 wineries in 4 continents
in his  quest to build  the  world's  best  wine  company.  He is  charged  with
developing,   sourcing  and   negotiating   our   acquisitions   and   strategic
partnerships.  He also guides corporate strategy, ensuring that we stay on-track
to meet our  long-term  goals.  Prior to joining  360 Global Wine  Company,  Mr.
Shapiro was  President of JS Capital LLC, an east coast based  finance  boutique



                                       67
<PAGE>

that  specialized in mergers & acquisitions,  and public corporate  finance.  JS
Capital financed a variety of industry non-specific companies including software
production  firms in  Pakistan,  fiber  optic  systems in Mexico,  and five star
European  hotel owners and operators.  JS Capital had a strong  presence in both
apparel and mass media sectors,  and maintained a number of Hollywood  celebrity
clients.  JS Capital is no longer an active company as Mr. Shapiro now dedicates
his full time to  Knightsbridge.  Mr.  Shapiro began his finance  career in 1992
working in the back offices of the  investment-banking  firm of M.H.  Meyerson &
Company.  While attending night school at the Rutgers University Graduate School
of Business for his MBA, Mr.  Shapiro  quickly rose up the ranks from working in
the operations  division of M.H. Meyerson to becoming one of the youngest Senior
Traders,  where he  executed  institutional  orders on  behalf of Wall  Street's
biggest firms,  including Goldman Sachs,  Merrill Lynch, and Credit Suisse First
Boston. Mr. Shapiro attended Rutgers University,  where he completed his studies
in  three  years  and  received   departmental  and  collegiate  honors.  As  an
undergraduate,  Mr. Shapiro also attended the National  University of Singapore,
and through a joint  venture  program  with  Columbia  University,  the Shanghai
Teachers College in China.

         JOSEPH CARR,  PRESIDENT.  Joe Carr is the  President of 360 Global Wine
Company. Mr. Carr was previously our Executive Vice President of Sales. Mr. Carr
has over twenty years  experience in the wine industry  overseeing team building
within  the  international  wine  industry.  Prior to joining  360  Global  Wine
Company,  Mr. Carr was the Vice  President/Eastern  Division  Import Manager for
Beringer Blass Wines. In this position, Joe surpassed all shipment and depletion
goals while outperforming national Australian category trends over 38%. Mr. Carr
also launched the brand Rothbury Estates, which surpassed all national goals and
marketing  plans.  Prior to that,  Mr. Carr was President of Mildara Blass Wines
for North America.  He lead the  integration  team of Beringer and Mildara Blass
Wines and was responsible for international operations budgets,  including Sales
and Marketing Operations, and International Finance in excess of 11 million US$.
He managed the executive staff including VP Marketing,  VP Finance, and National
Sales Manager.  Joe built a team that consisted of 23 Regional Division Managers
and 18 Regional Brokers.  Previously he was Eastern Regional Manager for Paterno
Imports,  whose  international  portfolio of products  comes from all major wine
producing countries. Mr. Carr graduated from the State University of New York at
Geneseo in 1982 with a degree in Business Communications/Fine Arts.

         JAY ESSA,  EXECUTIVE VICE PRESIDENT OF SALES. Jay Essa is the Executive
Vice President of Sales for 360 Global Wine Company. Mr. Essa was previously our
Vice  President  of  National  Accounts,   where  he  was  instrumental  in  the
development  and expansion of sales and marketing  team.  In this  position,  he
helped  craft the 360 Global  Wine  Company  Sales  team and  helped  locate and
develop our initial customer base. Prior to joining 360 Global Wine Company, Mr.
Essa was Vice  President of Sales and  Marketing for Golden State  Vintners.  In
this position,  he managed 4 regional sales mangers to develop  national  brands
and private labels for major clients,  including Safeway,  Kroger and Albertson.
Prior to that, Mr. Essa was Vice President  International  Marketing and Western
Division   Manager  for  Palm  Bay  Imports.   He  led  the  development  of  an
international sales and marketing program for both Italian and California wines.
Before joint Palm Bay, Mr. Essa was President and CEO of Geerlings & Wade,  Inc.
(NASDAQ:  GEER). He led the company's  return to  profitability in only 6 months
and grew the top line  revenues  and profits for 3  consecutive  years.  He also
helped  position the company as the largest direct marketer and e-tailer of wine
in North  America.  In addition,  he  personally  developed  numerous  strategic
alliances, including Starbucks, Greg Manning Auctions and Starchefs.  Previously
he was Managing Director in Europe for E&J Gallo Winery where he was responsible



                                       68
<PAGE>

for development and management of operations in 18 countries. He has also served
as E&J' Gallo Winery's  Managing  Director in UK & Ireland,  General  Manager of
Gallo Sales Company, Regional Manager of Vintage Wine Division in California and
a General Sales Manager for both Mountain Wine and Valley Winners. Jay graduated
from the  Pasadena  City  College in  Pasadena,  California  where he majored in
English Literature.

         ANTHONY J.A. BRYAN,  NON-EXECUTIVE  CHAIRMAN,  DIRECTOR.  Anthony J. A.
Bryan is a Director of 360 Global Wine  Company and has served in this  capacity
since November 4, 2003.  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.  Mr. Bryan has served
on the Board of Directors of Federal  Express  (1987-96),  Chrysler  Corporation
(1975-91), PNC Financial Corp (1978-89),  ITT Corporation,  Koppers Corporation,
Hamilton Oil  Corporation,  First City  National  Bank of Houston,  Imetal,  and
Hospital  Corporation  International.  Mr. Bryan  received his Master  Degree in
Business Administration from the Harvard Business School.

         PHILLIP E.  PEARCE,  DIRECTOR.  Phillip E.  Pearce is a Director of 360
Global Wine Company and has served in this capacity since December 11, 2003. Mr.
Pearce is an independent  business  consultant with Phil E. Pearce & Associates,
and  a  member  of  the  Board  of  Directors  for  a  number  of  domestic  and
internationally  headquartered  companies.  Mr. Pearce was Senior Vice President
and a  director  of E.F.  Hutton,  Chairman  of the  Board of  Governors  of the
National  Association  of Securities  Dealers,  a Governor of the New York Stock
Exchange and a member of the Advisory  Council to the United  States  Securities
and Exchange  Commission on the  Institutional  Study of the Stock Markets.  Mr.
Pearce has been a featured speaker to the European Economic Committee in Belgium
representing the United States on a symposium on public disclosures.  Mr. Pearce
is a graduate of the  University  of South  Carolina  and the Wharton  School of
Investment Banking at the University of Pennsylvania.

         CHARLES D. MARIN,  VICE  PRESIDENT/DIRECTOR OF FINANCE.  Charles  Marin
is the Vice  President and Director of Finance for 360 Global Wine Company.  Mr.
Marin is responsible for our consolidated  financial operations.  He has over 14
years of accounting  experience  including  eight years of financial  management
experience in the wine industry specializing in Napa Valley vineyards.  Prior to
joining 360 Global Wine  Company,  he held  management  positions  with  Domaine
Chandon,  an  international  sparkling  wine  house  and  Roundhill  Cellars,  a
nationally  distributed wine producing company.  With these companies he managed
the day-to-day  finance  functions,  international  consolidations,  budgeting &
forecasting,   contract  review,  and  procedural  development.   Prior  to  his
experience in the wine industry,  Mr. Marin held positions in public accounting,
construction and the service  industries.  Mr. Marin's  financial  background is
enhanced by his in-depth knowledge of human resources management practices.  Mr.
Marin is a graduate of the  University of California at Davis with an accounting
accreditation from the University of Washington in Seattle.

         MICHAEL  JEUB,  DIRECTOR AND CHAIRMAN OF THE AUDIT  COMMITTEE.  Michael
Jeub is a Director  of 360 Global Wine  Company and has served in this  capacity
since  July  2004.  Mr.  Jeub is a Partner  with the San  Diego  office of Tatum
Partners.  He is a financial  management  executive with a 30-year background in
finance  and  operations.  He  is  fully  familiar  with  SEC  requirements  and
compliance  issues,  and auditor and  shareholder  relations.  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,  which is  developing  a  therapeutic  AIDS  vaccine.  While in this



                                       69
<PAGE>

position, Mr. Jeub was responsible for all accounting,  SEC reporting,  property
and human  resources.  Prior to  joining  Tatum  Partners,  Mr.  Jeub was Senior
Vice-President and CFO of Jenny Craig International, a $350,000,000 NYSE company
for five  years.  Previously,  Mr.  Jeub was  Senior  Vice-President  and  Chief
Financial Officer of National Health Laboratories,  a $800,000,000 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 B.S. in  Accounting
from California State  Polytechnic  University-Pomona.  Upon graduation Mr. Jeub
joined Ernst& Young where he earned his CPA Certificate.


AUDIT COMMITTEE AND FINANCIAL EXPERT

         The Company has an Audit Committee as specified in Section  3(a)(58)(A)
of the Securities Exchange Act of 1934, as amended, composed of Mr. Michael Jeub
and Mr. Tony Bryan.  The Audit  Committee  focuses its efforts on assisting  our
Board of Directors to fulfill its oversight responsibilities with respect to the
Company's:

          o    Quarterly  and  annual  consolidated   financial  statements  and
               financial  information  filed with the  Securities  and  Exchange
               Commission;

          o    System of internal controls;

          o    Financial accounting principles and policies;

          o    Internal and external audit processes; and

          o    Regulatory compliance programs.

         The  committee  meets  periodically  with  management  to consider  the
adequacy of the Company's internal controls and financial  reporting process. It
also discusses  these matters with the Company's  independent  auditors and with
appropriate  financial personnel employed by the Company.  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.

         Michael Jeub is the Company's Audit Committee Financial Expert, as that
term is defined in Item 401 of Regulation S-B and the Board has determined  that



                                       70
<PAGE>

<TABLE>


Mr. Jeub is  independent,  as that term is used in Item  7(d)(3)(iv) of Schedule
14A under the Exchange  Act. Mr.  Jeub's  qualifications  as an audit  committee
financial expert are described above.



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 2004.

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 is filed as Exhibit  14.1 to this  Annual
Report on Form 10-KSB.

ITEM 10. EXECUTIVE COMPENSATION

         The  following  sets forth the annual and  long-term  compensation  for
services in all capacities to 360 Global Wine for the fiscal year ended December
31, 2004 for each person who served as the Company's Chief Executive Officer and
the other most highly compensated Executive Officers with annual compensation in
excess of $100,000 for the fiscal year.

                           Summary Compensation Table


                             Long Term Compensation
        Annual Compensation                                             Awards                       Payouts
        (a)              (b)     (c)          (d)          (e)           (f)           (g)          (h)          (i)
                                                           Other                       Securities
        Name                                               Annual        Restricted    Under-                    All
        and                                                Compen-       Stock         lying        LTIP         Other
        Principal                                          sation        Award(s)      Options/     Payouts      Compen-
        Position         Year    Salary($)    Bonus($)     ($)           ($)           SARs (#)     ($)          sation
                                                                                                                 ($)
<S>                                                                      <C>           <C>          <C>           <C>

        Joel Shapiro,    2004    0            0            0             0             0            0            159,500
        Chairman,        2003    0            0            0             0             0            0            114,500
        President and    2002    0            0            0             0             0            0            0
        CEO(1)




                                       71
<PAGE>

        Paul Gardner,    2004    50,700       0            0             0             0            0            50,700
        Chief            2003    125,000(3)   0            0             0             0            0            22,800(4)
        Marketing        2002    0            0            0             0             0            0            0
        Officer(2)
        Joseph Carr,     2004    139,375                                 20,000        100,000
        President(5)     2003    125,000(3)   0            0             0             0            0            0
                         2002    0            0            0             0             0            0            0


        Jay Essa,        2004    117,500      0                          20,000        0            0            0
        Executive Vice   2003
        President of     2002
        Sales (6)

        Charles
        Marin            2004    85,000       0            0             10,000        0            0            0
        Executive        2003
        Vice             2002
        President of
        Finance (7)

</TABLE>

(1)  Mr. Carr replaced Mr.  Shapiro as President in September 2004 and Mr. Bryan
     replaced Mr. Shapiro as chairman of the Board in November 2004.
(2)  On April 16, 2004, the Company and Mr. Gardner mutually agreed to terminate
     their working relationship.  As part of the agreement, we agreed to pay Mr.
     Gardner approximately $50,700 of salary and expenses and Mr. Gardner agreed
     to wave his severance package.
(3)  Mr.  Gardner  and Mr.  Carr  are each  compensated  by  Knightsbridge,  the
     Company's wholly owned subsidiary.
(4)  Mr. Gardner received 986,700 shares of Knightsbridge's  common stock valued
     at $22,800.
(5)  Mr. Carr was our Executive  Vice  President of Sales from August 2003 until
     September 2004, when he was promoted to President. Pursuant to the terms of
     Mr. Carr's  employment  agreement  for his position as President,  he is to
     receive $155,000 compensation.
(6)  Mr. Essa was hired to replace Mr. Carr as our Executive  Vice  President of
     Sales in September  2004.
(7)  Mr. Marin was promoted to Executive Vice  President/Director  of Finance in
     November 2004.

<TABLE>

                         OPTION/SAR IN LAST FISCAL YEAR
                                Individual grants

-------------------------------------------------------------------------------------------------------------------------------
----------------------------- ------------------------------ ---------------------------- ------------------- -----------------
NAME                          NUMBER OF SECURITIES           PERCENT OF TOTAL             EXERCISE OR BASE    EXPIRATION DATE
                              UNDERLYING OPTIONS/SARS        OPTIONS/SARS GRANTED TO      PRICE ($/SH)
                              GRANTED (#)                    EMPLOYEES IN FISCAL YEAR
----------------------------- ------------------------------ ---------------------------- ------------------- -----------------
<S>                                                                             <C>       <C>                 <C>

(a)                           (b)                            (c)                          (d)                 (e)
----------------------------- ------------------------------ ---------------------------- ------------------- -----------------
Joel Shapiro, CEO             0                              0                            0                   0
----------------------------- ------------------------------ ---------------------------- ------------------- -----------------
Michael Jeub,                 120,000                        41.66%                       1.05                7/14/2009
Director
----------------------------- ------------------------------ ---------------------------- ------------------- -----------------
Joseph Carr, President        100,000                        25.64%                       1.05                6/27/14
----------------------------- ------------------------------ ---------------------------- ------------------- -----------------


                                       72
<PAGE>



Jay Essa,                     0                              0                            0                   0
Executive Vice President of
Sales
----------------------------- ------------------------------ ---------------------------- ------------------- -----------------
----------------------------- ------------------------------ ---------------------------- ------------------- -----------------
</TABLE>



The  individuals  listed in the above  table did not own any stock  appreciation
rights as of December 31, 2004. None of the individuals,  aside from Joseph Carr
owned any options in the last fiscal year and therefore, none of them, including
Joseph Carr exercised any options in the last fiscal year.

As of December 31, 2004, we did not maintain any long-term incentive plans.

BOARD OF DIRECTORS

         Our directors who are  employees do not receive any  compensation  from
the Company for services rendered as directors. Outside directors receive $1,000
a month  for  serving  on the  Board of  Directors,  an  additional  $1,000  per
committee  meeting for service on a committee of the Board of Directors  and may
in the future be granted  incentive-based  stock  compensation.  Cash fees to be
paid to directors  have not been paid as of December 31, 2004 and are  currently
accruing.  On November  22,  2004,  Mr. Bryan  received an  additional  grant of
325,000  shares  of the  Company's  common  stock  and Mr.  Pearce  received  an
additional grant of 400,000 shares of the company's  common stock.  These shares
are subject to forfeiture  if their  directorship  is terminated  before the one
year anniversary of the date of issuance or if certain performance  criteria, to
be determined, has not been met. Mr. Jeub received a warrant to purchase 120,000
shares of our common stock.

EMPLOYMENT AGREEMENTS

         On February 20, 2003, we entered into an employment  agreement with Mr.
Paul Gardner as an executive of 360 Global Wine Company effective March 1, 2003.
Pursuant  to  the  share   exchange  and  reverse   acquisition   with  Tech-Net
Communications,  Inc.,  that we  completed on August 1, 2003,  Mr.  Gardner also
became our Chief Marketing  Officer.  Mr.  Gardner's  compensation  was $125,000
(Australian  Dollars)  (US $94,155 at March 31, 2004) per annum along with other
similar employee  benefits as offered to employees of the Company.  In addition,
Mr. Gardner received 986,700 shares of stock of Knightsbridge valued at $22,800.
On April 16, 2004,  360 Global Wine Company and Mr. Gardner  mutually  agreed to
terminate their  relationship.  As part of their mutual  agreement,  the Company
agreed to pay Mr. Gardner  approximately  $50,700 as salary and expenses and Mr.
Gardner agreed to wave his severance package.

         On June 1, 2003, we entered into an employment  agreement  with Mr. Joe
Carr as an  executive  of 360 Global Wine  Company  effective  June 1, 2003.  On
August 1, 2003, as a result of the share exchange,  he also became our Executive
Vice  President of Sales.  Mr. Carr's  compensation  is $125,000 per annum along
with other similar employee benefits as offered to employees of 360 Global Wine.
Mr.  Carr also  received  350,000  shares of stock of 360 Global  Wine valued at
approximately  US $280,000.  On September 24, 2004,  Joseph Carr was promoted to
President of 360 Global Wine.



                                       73
<PAGE>


         On September 24, 2004 we promoted Jay Essa to Executive  Vice President
of Sales.  Previously,  Mr. Essa was our Vice  President  of National  Accounts.
Currently,  we have a verbal agreement with Mr. Essa regarding his employment as
Executive Vice President.  Jay Essa and 360 Global Wine have a verbal  agreement
regarding his  employment as our  Executive  Vice  President of Sales and we are
working on finalizing the terms and reducing them to writing.

         On October 8, 2004 360 Global Wine entered into an employment agreement
with Mr.  Charles Marin as an Executive  Vice  President  effective  November 1,
2004.  Mr.  Marin will serve at the  pleasure  of the Board of  Director's.  Mr.
Marin's  Compensation  with be  $100,000  per annum  along  with  other  similar
employee  benefits as offered to employees  of 360 Global  Wine.  Mr. Marin also
received a stock grant of 75,000 shares of our common stock.


STOCK OPTION PLANS

         We do not currently have any 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  Exchange 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.

         As of April 14,  2005,  we had a total of  42,540,297  shares of common
stock and no shares of  Preferred  Stock issued and  outstanding,  which are the
only issued and outstanding voting equity securities of the Company.

         The following table sets forth, as of April 14, 2004: (a) the names and
addresses of each beneficial  owner of more than five percent (5%) of our Common
Stock  beneficially  owned by each such  person,  and the  percent of our Common
Stock so owned;  and (b) the names and  addresses of each director and executive
officer,  the number of shares  our Common  Stock  beneficially  owned,  and the
percentage of our Common Stock so owned, by each such person,  and by all of our
directors  and  executive  officers as a group.  Each person has sole voting and
investment  power with  respect to the  shares of our  Common  Stock,  except as
otherwise  indicated.  Beneficial ownership consists of a direct interest in the
shares of Common Stock except as otherwise indicated.

                                AMOUNT AND NATURE OF BENEFICIAL    PERCENTAGE
     NAME AND ADDRESS                  OWNERSHIP                   Of Voting of
                                                                    Securities
                                                                       (1)
Joel Shapiro                          10,900,225                       25.68%
CEO
171 Proprietors Crossing
New Canaan, CT 06840



                                       74
<PAGE>

                                AMOUNT AND NATURE OF BENEFICIAL    PERCENTAGE
     NAME AND ADDRESS                  OWNERSHIP                   Of Voting of
                                                                    Securities
                                                                       (1)

Gryphon Master Fund, L.P.              4,249,776                        9.99%
100 Crescent Court, Suite 490
Dallas, Texas 75201

Anthony J. A. Bryan                      600,000                        1.41%
Director
2525 North Ocean Blvd
Gulfstream, FL 33483

Phillip E. Pearce                        600,000                        1.41%
Director
6624 Glenleaf Court
Charlotte, NC  28270

Michael Jeub                             100,000  (3)                  0.23%
12959 Chaparral Ridge Rd
San Diego, CA 92130


Larry Kirkland                         4,255,320 (2)                  10.00%
One Kirkland Ranch Road
Napa, CA 94558

Armadillo Investments, PLC             7,272,727                      17.10%
C/O Pearl Investments Mgmt
Services LTD, 6th Floor
Great Cumberland Place
London, UK W1H7AL


Joseph Carr                              370,000                       0.87%
President
659 Western Avenue
Albany, NY 12203

TriPoint Capital Advisors, LLC         2,436,825                       5.73%
400 Professional Drive, Ste 310
Gaithersburg, Maryland 20879

Charles D. Marin                          85,000                       0.20%
Executive Vice President/Director
of Finance
1 Kirkland Ranch Rd
Napa, CA 94558




                                       75
<PAGE>


                                AMOUNT AND NATURE OF BENEFICIAL    PERCENTAGE
     NAME AND ADDRESS                  OWNERSHIP                   Of Voting of
                                                                    Securities
                                                                       (1)

Jay Essa                                  95,000                       0.22%
Executive Vice President of Sales
1644 Black Fox Canyon Road
Henderson, NV 89052

Redwood Grove Capital                  2,300,000                       5.41%
Management, LLC
The Transamerica Pyramid
600 Montgomery Street, 4th Floor
San Francisco, CA 94111

All directors and officers as a
 group (7 persons)                    12,775,225                      30.02%


*  Included in this table are  persons  who may not own 5% of our  outstanding
Voting Stock but who currently hold positions as our officers or directors.
--------------

(1) All  Percentages  have been  rounded up to the nearest one  hundredth of one
percent.
(2) Per the terms of the membership  agreement  between 360 Global Wine Company,
Inc., Kirkland Ranch Winery and Mr. Larry Kirkland,  Mr. Kirkland and/or various
trusts  that Mr.  Kirkland  controls  the voting  rights to one  hundred  (100%)
percent of the 4,255,320 shares of Knightsbridge Fine Wines, Inc. that are owned
by Kirkland  Knightsbridge,  LLC.  Therefore,  Mr.  Kirkland  beneficially  owns
4,255,320 shares of our voting stock
(3)  Includes  the 100,000  warrants,  at an exercise  price of $1.05 per share,
granted to Mr. Jeub in July 2004.  as part of a grant of 120,000  warrants  that
vest 10,000 per months begging in July 2004.



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

         Commencing April 21, 2004, our principal corporate office is located at
One  Kirkland  Ranch Road,  Napa,  California  94558.  The  property is owned by



                                       76
<PAGE>

Knightsbridge  Kirkland, LLC and has an existing mortgage securing a $20,000,000
loan. The Kirkland  property  consists of sixty-nine (69) acres of vineyard land
and a 57,000 square winemaking facility.

         Prior to April 21, 2004, our principal  corporate office was located at
65  Shrewsbury  Road,  Livingston,  NJ 07039.  We subleased  that office from JS
Capital, LLC, a company wholly owned by Joel Shapiro, our CEO. Since relocation,
this office has become our U.S.  Satellite  office  pursuant  to a verbal  lease
agreement  with JS Capital.  JS Capital has not, and does not charge us for this
space.

         We  formerly  subleased  our  Australian  office  located at 13 Lileura
Avenue,  Beaumaris,  Victoria, AU 3193 pursuant to a verbal lease agreement with
The PLS Super Annuation Fund, a company that is 100% owned by Paul Gardner.  The
Company was not charged rent for this space.

         On September 24, 2004, we entered a Debt  Restructuring  Agreement with
Gryphon Master Fund,  L.P.  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, we agreed to issue a new
promissory  note 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. The new Note is secured by 3,000,000  shares of the Company's common stock
owned by Joel Shapiro,  our Chief Executive Officer.  Joel Shapiro,  Gryphon and
Warren W. Garden,  P.C.  entered into a Stock Pledge  Agreement on September 24,
2004, which secures payment of all of our obligations now or hereafter  existing
under the Agreement and the new Note.  The  Collateral  will be held pursuant to
the Stock Pledge and Escrow  Agreements that were also entered into on September
24, 2004.  Should an Event of Default (as defined in the new Note) occur,  which
we do not cure  following  notice in accordance  with the terms of the new Note,
then Gryphon shall have the right to  immediately  demand that the Collateral be
released  to Gryphon and shall also be entitled  to  reinstate  any  interest or
penalties  previously cancelled or frozen pursuant to the terms of the Agreement
less any  amounts  actually  paid by us under the new Note.  The  principal  and
interest  of the new Note shall be paid by us if Gryphon  makes such demand upon
the  occurrence  of an Event of Default or on August 31, 2005,  whichever  event
occurs earlier. The term of the Agreement begins as of the Effective Date of the
Agreement  and  ends on the  date  that  the  Note  is paid in full  and we have
complied with our obligations under the Agreement and the new Note.

         On September  30, 2004,  we entered an Amended  Agreement  with each of
Longview Fund, LP,  Longview Equity Fund, LP and Longview  International  Equity
Fund.  We were in default of the  following:  (i) the Note  Purchase  Agreement,
dated as of May 28, 2004, by and among 360 Global Wine Company,  Longview  Fund,
Longview Equity and Longview International; (ii) the Convertible Promissory Note
No.  PN-04-1 dated May 28, 2004, in the principal  amount of $250,000  issued by
360 Global in favor of Longview Fund; (iii) the Convertible  Promissory Note No.
PN-04-2 dated May 28, 2004, in the  principal  amount of $200,000  issued by 360
Global in favor of Longview  Equity;  and, (iv) the Convertible  Promissory Note
No. PN-04-3 dated May 28, 2004, in the principal amount of $50,000 issued by 360
Global in favor of Longview  International.  We currently owe to the  Purchasers
the aggregate  principal  amount of $500,000,  plus interest of $15,875  through
September  29,  2004.  To cure any event of default  or  default  under the Note
Purchase Agreement and the Notes, the parties agreed to amend certain provisions
of the Note  Purchase  Agreement  and each of the  Notes.  As  security  for the
performance of our obligations under the Note Purchase Agreement, the Notes, and



                                       77
<PAGE>

the Amended  Agreement,  our Chief  Executive  Officer,  Mr. Shapiro pledged two
hundred and fifty thousand  (250,000)  shares of his own 360 Global Common Stock
to the  Purchasers,  pursuant to a Pledge  Agreement  dated  September  30, 2004
between  Mr.  Shapiro and each of the  Purchasers.  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.

         Because of their management  positions,  organizational  efforts and/or
percentage  share  ownership  in 360 Global Wine  Company,  Messrs.  Shapiro and
Kirkland may be deemed to be "parents" and "promoters" of the Company,  as those
terms are defined in the  Securities  Act of 1933 and the  applicable  Rules and
Regulations  under the  Securities Act of 1933.  Because of the  above-described
relationships,  transactions between and among Knightsbridge and Messrs. Shapiro
and  Kirkland  such as the sale of our common stock to each of them as described
above, should not be considered to have occurred at arm's-length.

         Furthermore,  with regard to our predecessor  Tech-Net  Communications,
Mr. Jayeson  Carmichael,  Mr. Ed Wong and Ms. Diane Travis, may have been deemed
to be "promoters" or "parents" of Tech-Net due to their share holdings. However,
Mr. Carmichael,  Mr. Wong and Ms. Travis no longer have any affiliation with the
Company.



ITEM 13.          EXHIBITS LIST AND REPORTS ON FORM 8-K -UPDATE

(a) Exhibits.

Exhibit         Description
Number

2.1         Share Exchange Agreement between Tech-Net  Communications,  Inc. and
            the shareholders 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 Raul
            Enrique  Granillo  Ocampo,  Nelida Barros Reyes de Granillo  Ocampo,
            Bodegas y Vinedos  Anguinan S.A. and 360 Global Wine Company,  KFWBA
            Acquisition  Corp.,  Raul  Marozof,  dated as of  November  30, 2004
            (Incorporate  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+        Articles of Incorporation of the Company, as amended

3.3         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)).



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<PAGE>


4.1         Form of  certificate  representing  shares of the  Company's  common
            stock.

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 6, 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       Employment  Agreement  between Paul  Gardner and the Company,  dated
            February 20, 2003.

10.12       Employment Agreement between Joe Carr and the Company, dated June 1,
            2003.

10.13       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).



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<PAGE>


10.14       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).

10.15       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).

10.16       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).

10.17       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).

10.18       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).

10.19       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).

10.20       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).

10.21       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).

10.22       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).

10.23       Form of Amendment  Agreement by and between 360 Global Wine 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)

10.24       Form of Pledge Agreement by and between Mr. 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) 10.25 Form of Debt Restructuring Agreement dated September 24,
            2004  between 360 Global Wine 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)

10.26       Form of Escrow  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)



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<PAGE>


10.27       Form of Irrevocable  Escrow Agent  Instructions  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) 10.28 Form
            of Notice Of Conversion  Price  Adjustment  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)

10.29       Form of Promissory  Note dated September 24, 2004 between 360 Global
            Wine 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)  10.30 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) 14.1 Code of Ethics.  10.31 Employment  Agreement  between
            Jay Essa and the Company dated February 20, 2003.  10.32  Employment
            Agreement between Charles Marin and the Company,  dated February 20,
            2003.  16.1  Letter  from  Morgan  &  Company  regarding  change  in
            certifying  accountant,  dated  December  1, 2003  (Incorporated  by
            reference  to Exhibit  16.1 to the  Company's  amendment  to Current
            Report on Form 8-K/A filed on December 1, 2003).

16.2        Letter from Marks Paneth & Shron LLP regarding  change in certifying
            accountant,  dated  August 20, 2004  (Incorporate  by  reference  to
            Exhibit 16.1 to the  Company's  Current  Report on Form 8-K filed on
            August 26, 2004)

21.1        List of Subsidiaries

22.1        Information  Statement  Pursuant  to Section  14C of the  Securities
            Exchange Act of 1934  (Incorporated  by  reference to the  Company's
            Definitive 14C filed on January 19, 2005)

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.

(b)         Reports on Form 8-K
            -------------------

1.)         On May 3, 2004,  the Company filed a Form 8-K under items 2, 5 and 7
            with the Securities and Exchange  Commission  describing the closing



                                       81
<PAGE>

            of  its  purchase  of  the  50%  membership   interest  in  Kirkland
            Knightsbridge, LLC and the senior secured convertible note financing
            that the Company had undertaken.

2.)         Resignation  of Marks Paneth & Shron LLP (the  "Former  Accountant")
            and appointment of Lopez, Blevins, Bork & Associates,  L.L.P. as the
            Company's  principal  accountants  on August 26, 2004,  reporting an
            event that occurred on August 20, 2004.

3.)         Debt  Restructuring  Agreement  Between Gryphon Master Fund L.P. and
            the  Company,  Inc,  reported  on Form 8-K on  September  30,  2004,
            reporting an event that occurred on September 24, 2004.

4.)         Appointment  on New President and Executive  Vice President of Sales
            and Marketing.  Share Exchange with  Knightsbridge  Fine Wines, Inc,
            reported  on Form  8-K on  September  30,  2004,  providing  further
            disclosure of an event that occurred on September 24, 2004.

5.)         Amended Note Purchase  Agreement between Longview Fund, LP, Longview
            Equity Fund,  LP and  Longview  International  Equity  Fund,  LP and
            Knightsbridge  Fine Wines,  Inc.,  reported on Form 8-K on October 7
            2004, reporting an event that occurred on September 30, 2004.

6.)         Appointment  of  new   non-executive   Chairman  of  the  Board  and
            resignation  of one  Director  reported  on Form 8-K on  November 8,
            2004, reporting an event that occurred on November 5, 2004.

7.)         Certain  Financial  Disclosures  reported on Form 8-K on December 7,
            2004, reporting an event that occurred on December 7, 2004.

8.)         Completion  of the of  divesture  of  ownership  interest in Bodegas
            Anguinan Winery reported on Form 8-K on December 20, 2004, reporting
            an event that occurred on December 16, 2004

9.)         Name change reported on Form 8-K on February 22, 2004,  reporting an
            event that occurred on February 15, 2004.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES
         The aggregate fees billed for professional  services rendered by Marks,
Paneth,  and  Shron,  LLP and 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  years  2003  and  2004  were  $141,116  and  $289,861,
respectively.

(2) AUDIT-RELATED FEES
NONE



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<PAGE>


(3) TAX FEES
NONE

(4) ALL OTHER FEES
NONE

(5) 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.
















                                       83
<PAGE>


                                   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 Company, Inc.

                                   By:      /s/ Joel Shapiro
                                            -----------------------
                                            Joel Shapiro,
                                            Chief Executive Officer

                                   Date: May 18, 2005

             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 Shapiro
                                            ----------------
                                            Joel Shapiro,
                                            Principal Financial and
                                            Accounting Officer

                                   Date:  May 18, 2005

                                   By:      /s/ Anthony J.A. Bryan
                                            ----------------------
                                            Anthony J.A. Bryan,
                                            Chairman and Director

                                   Date:  May 18, 2005

                                   By:    /s/  Phillip E. Pearce
                                          ----------------------
                                            Phillip E. Pearce
                                            Director

                                   Date:  May 18, 2005

                                   By:      /s/ Joseph Carr
                                            ---------------
                                            Joseph Carr
                                            President

                                   Date:  May 18, 2005

                                   By:      /s/ Charles D. Marin
                                            --------------------
                                            Charles D. Marin
                                            Vice President/Director of Finance

                                   Date:  May 18, 2005

                                   By:    /s/  Michael Jueb
                                          -----------------
                                            Michael Jueb
                                            Director

                                   Date:  May 18, 2005


                                       84
<PAGE>

                                                                    Exhibit 31.1
                    Certification of Chief Executive Officer
      Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)
             or 15d-14(a) under the Securities Exchange Act of 1934


I, Joel Shapiro, certify that:

1.   I have  reviewed  this  Annual  Report on Form  10-KSB of 360  Global  Wine
     Company, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;

4.   The small business issuer's other certifying  officer and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e)  for the small
     business issuer and have:

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities,  particularly  during the period
         in which this report is being prepared;

      b) Evaluated the effectiveness of the small business  issuer's  disclosure
         controls and  procedures  and presented in this report our  conclusions
         about the effectiveness of the disclosure  controls and procedures,  as
         of the  end of  the  period  covered  by  this  report  based  on  such
         evaluation; and

     c)  Disclosed  in this  report  any change in the small  business  issuer's
         internal  control over  financial  reporting  that occurred  during the
         small business  issuer's most recent fiscal quarter (the small business
         issuer's  fourth fiscal  quarter in the case of an annual  report) that
         has materially affected,  or is reasonably likely to materially affect,
         the small business issuer's internal control over financial  reporting;
         and

5.   The small business issuer's other certifying  officer and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the small business issuer's auditors and the audit committee
     of the small business  issuer's  board of directors (or persons  performing
     the equivalent functions):

     a)  All significant  deficiencies and material  weaknesses in the design or
         operation  of  internal  control  over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the small  business  issuer's
         ability to record, process,  summarize and report financial information
         ; and

     b)  Any fraud,  whether or not material,  that involves management or other
         employees who have a significant  role in the small  business  issuer's
         internal control over financial reporting.



Date:  May 18, 2005                           By: /s/ Joel Shapiro
                                                  ---------------------------
                                                      Joel Shapiro
                                                      Chief Executive Officer


                                       85
<PAGE>


                                                                    Exhibit 31.2
                    Certification of Principal Financial and
                Accounting Officer Pursuant to Section 302 of the
                      Sarbanes-Oxley Act and Rule 13a-14(a)
             or 15d-14(a) under the Securities Exchange Act of 1934


I, Joel Shapiro, certify that:

1.   I have  reviewed  this  Annual  Report on Form  10-KSB of 360  Global  Wine
     Company, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;

4.   The small business issuer's other certifying  officer and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e)  for the small
     business issuer and have:

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities,  particularly  during the period
         in which this report is being prepared;

      b) Evaluated the effectiveness of the small business  issuer's  disclosure
         controls and  procedures  and presented in this report our  conclusions
         about the effectiveness of the disclosure  controls and procedures,  as
         of the  end of  the  period  covered  by  this  report  based  on  such
         evaluation; and

     c)  Disclosed  in this  report  any change in the small  business  issuer's
         internal  control over  financial  reporting  that occurred  during the
         small business  issuer's most recent fiscal quarter (the small business
         issuer's  fourth fiscal  quarter in the case of an annual  report) that
         has materially affected,  or is reasonably likely to materially affect,
         the small business issuer's internal control over financial  reporting;
         and

5.   The small business issuer's other certifying  officer and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the small business issuer's auditors and the audit committee
     of the small business  issuer's  board of directors (or persons  performing
     the equivalent functions):

     a)  All significant  deficiencies and material  weaknesses in the design or
         operation  of  internal  control  over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the small  business  issuer's
         ability to record, process,  summarize and report financial information
         ; and

     b)  Any fraud,  whether or not material,  that involves management or other
         employees who have a significant  role in the small  business  issuer's
         internal control over financial reporting.



         Date:  May 18, 2005                 By: /s/  Joel Shapiro
                                                 ----------------------------
                                                      Joel Shapiro
                                                      Principal Financial and
                                                      Accounting Officer


                                       86
<PAGE>




                                                                    Exhibit 32.1

Written  Statement of the Chief  Executive  Officer and Principal  Financial and
Accounting Officer
                       Pursuant to 18 U.S.C. Section 1350

In connection with the filing of the Annual Report on Form 10-KSB for the fiscal
year ended  December 31, 2004 (the  "Report") by 360 Global Wine  Company,  Inc.
("Registrant"),  the  undersigned  hereby  certifies  that,  to the  best of his
knowledge:

1.       The Report fully  complies  with the  requirements  of section 13(a) or
         15(d) of the Securities Exchange Act of 1934, as amended, and

2.       The  information  contained  in  the  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations of
         the Registrant.




/s/ Joel Shapiro
-----------------------
Joel Shapiro
Chief Executive Officer

/s/ Joel Shapiro
-----------------------
Joel Shapiro
Principal Financial and
Accounting Officer

Date: May 18, 2005



A signed original of this written statement  required by 18 U.S.C.  Section 1350
has been  provided to 360 Global Wine  Company,  Inc and will be retained by 360
Global Wine Company, Inc and furnished to the Securities and Exchange Commission
or its staff upon request.




                                       87
<PAGE>



                                                                    Exhibit 3.2

FILED: C13452-00             ARTICLES OF INCORPORATION             Receipt  #:
                               Pursuant to NRS 78
                                 STATE OF NEVADA
                               Secretary of State

IN THE OFFICE OF
Dean Heller
                                  DEAN HELLER,
                               SECRETARY OF STATE

(For filing office use)                                  (For filing office use)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
   IMPORTANT:  Read instructions on reverse side before completing this form.
                         TYPE OR PRINT (BLACK INK ONLY)

1.  NAME OF CORPORATION: 360 Global Wine Company
2. RESIDENT AGENT:  (designated  resident agent and his STREET ADDRESS in Nevada
where process may be served)

     Name of Resident Agent: Michael A Cane

     Street Address:  101 Convention Ctr. Dr Ste. 1200, Las Vegas, NV  89109

3. SHARES:  (number of shares the  corporation is authorized to issue) Number of
shares  with par value:  100  Million  Par value:  $.001 No.  without par value:
_________

4.   GOVERNING BOARD:  shall be styled as (check one):  X           Directors
                                                        -----------
                                                                    Trustees
                                                        -----------

The FIRST BOARD OF  DIRECTORS  shall  consist of 1  member(s)  and the names and
addresses are as follows:

Michael A. Cane        101 Convention Ctr. Dr. Suite 1200   Las Vegas, NV  89109
----------------       ---------------------------------------------------------
Name                                   Address              City/State/Zip

----------------       ---------------------------------------------------------
Name                                   Address              City/State/Zip

5. PURPOSE: (optional): The purpose of the corporation shall be:


6. OTHER  MATTERS:  This form  includes the minimal  statutory  requirements  to
incorporate under NRS 78. You may attach additional  information pursuant to NRS
78.037 or any other information you deem  appropriate.  If any of the additional
information  is  contradictory  to this  form it  cannot  be  filed  and will be
returned to you for correction. Number of pages attached: 0.




                                       88
<PAGE>


7.  SIGNATURES  OF  INCORPORATORS:  The  names  and  addresses  of  each  of the
incorporators signing the articles.

Michael A. Cane
-------------------------------
Name (print)

101 Convention Ctr. Dr Ste. 1200
Las Vegas, NV  89109
--------------------------------
 Address          City/State/Zip

/s/ Michael Cane
--------------------------------
Signature

State of Nevada County of Clark

This instrument was acknowledged before
me on May 15,  2000,  by
Michael A. Cane
--------------------------------------
Name of Person

as incorporator of Tech-net Communications, Inc.

/s/ Carolyne S. Johnson
-------------------------------------
     Notary Public Signature

 (affix notary stamp or seal)

8. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:

  I, Michael A. Cane hereby accept  appointment  as Resident Agent for the above
named corporation.

/s/ Michael Cane                                        05-15-00
--------------------------------              -------------------------
Signature of Resident Agent                             Date





                                       89
<PAGE>


                                                                   Exhibit 14.1

                         KNIGHTSBRIDGE FINE WINES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS
                       -----------------------------------


Our  Company's  reputation  for honesty and integrity is the sum of the personal
reputations of our directors, officers and employees. To protect this reputation
and to promote compliance with laws, regulations and Company policies, the Board
of Directors has adopted this Code of Business Conduct and Ethics.  This Code is
only one aspect of our commitment. You must be familiar with and comply with all
Company policies.

This Code states the basic  standards  of ethics and conduct to which all of our
directors,  officers and  employees  are held.  These  standards are designed to
deter wrongdoing and promote honest and ethical conduct,  but will not cover all
situations.  There may be times  when the law or local  practice  restrict  your
conduct to a greater  extent than this Code. In these cases you must comply with
the law or local custom and practice,  whichever is more restrictive.  Those who
violate  the  standards  stated  in this Code will be  subject  to  disciplinary
action.

    1. SCOPE

        You are subject to this Code if you are a director,  officer or employee
of the Company or any of its subsidiaries (or controlled entities).

    2. HONEST AND ETHICAL CONDUCT

        We as a Company require honest and ethical conduct from everyone subject
to this Code. Each of you has a responsibility to all other directors, officers,
employees and to our Company itself, to act responsibly,  in good faith and with
competence and diligence.  You are responsible to meet the Company's ethical and
legal  standards  without  misrepresenting   material  facts  or  allowing  your
independent judgment to be subordinated or compromised.

    3. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

        You are  required  to comply  with  both the  letter  and  spirit of all
applicable  governmental  laws,  rules  and  regulations.  Although  you are not
expected to know the details of all applicable laws, rules and regulations,  you
are  expected to seek advice from our  Company's  General  Counsel if you have a
question about any applicable  laws,  rules and regulations or if you are unsure
whether certain conduct is illegal or unethical.

    4. CONFLICT OF INTEREST

        You must  handle any  actual or  apparent  conflict  of  interest  in an
ethical manner. Conflicts of interest are prohibited by Company policy and exist
when a person's private interest  interferes in any way with the interest of our
Company.  For example,  taking  actions or having  interests that interfere with
your ability to effectively and objectively perform your work for our Company is
a conflict of interest.  Conflicts of interest may also arise if you receive, or
a member of your family  receives,  an improper  personal benefit as a result of
your position with the Company.


        Company policy  prohibits  conflicts of interest except under guidelines
approved by the Board of  Directors.  The  following  standards  apply to common
situations where potential conflicts of interest may arise.

         A. GIFTS AND ENTERTAINMENT

         Personal gifts and entertainment offered by persons doing business with
our Company may be accepted,  when offered in the ordinary and normal  course of
the  business  relationship.  However,  the  frequency  and cost of any gifts or
entertainment may not be so excessive that your ability to exercise  independent
judgment  on behalf of our Company is or may appear to be  compromised.  Cash in
any form is inappropriate and should not be accepted.



                                       90
<PAGE>


         B. FINANCIAL INTERESTS IN OTHER ORGANIZATIONS

         The determination whether any outside investment, financial arrangement
or other interest in another  organization is improper  depends on the facts and
circumstances   of  each  case.   Your  ownership  of  an  interest  in  another
organization  may be  inappropriate  if the other  organization  has a  material
business  relationship  with, or is a direct competitor of, our Company and your
financial  interest is of such a size that your ability to exercise  independent
judgment  on behalf of our  Company  is or may  appear to be  compromised.  As a
general rule, a passive  investment  would not likely be considered  improper if
it:  (1) is in  publicly  traded  shares;  (2)  represents  less  than 1% of the
outstanding equity of the organization in question; and (3) represents less than
5% of your net worth. Other interests also may not be improper, depending on the
circumstances.

         C. OUTSIDE BUSINESS ACTIVITIES

         The  determination of whether any outside position an employee may hold
is  improper  will  depend on the facts and  circumstances  of each  case.  Your
involvement in trade associations,  professional  societies,  and charitable and
similar organizations will not normally be viewed as improper. However, if those
activities are likely to take substantial  time from or otherwise  conflict with
your responsibilities to our Company, you should obtain prior approval from your
supervisor and the Human  Resources  Department.  Other outside  associations or
activities in which you may be involved are likely to be viewed improper only if
they would  interfere  with your ability to devote  proper time and attention to
your  responsibilities  to our Company or if your  involvement  is with  another
Company  with which our  Company  does  business  or  competes.  For a director,
employment or affiliation with a Company with which our Company does business or
competes must be fully  disclosed to our  Company's  Board of Directors and must
satisfy any other  standard s  established  by applicable  law, rule  (including
rules  of a stock  exchange,  quotation  system,  OTC  Bulletin  Board  or "pink
sheets") or regulation and any other  corporate  governance  guidelines that our
Company may establish.

    5. CORPORATE OPPORTUNITIES

        You are prohibited  from  personally  utilizing a corporate  opportunity
unless the Board of Directors has declined to pursue that  opportunity.  You may
not use corporate  property,  information,  or position for personal gain, or to
compete  with  our  Company.  You  owe a duty  to our  Company  to  advance  its
legitimate interests whenever the opportunity to do so arises.

    6. FAIR DEALING

        You  should  endeavor  to deal  fairly  with  our  Company's  suppliers,
customers,  competitors  and  employees  and with  other  persons  with whom our
Company does  business.  You should not take unfair  advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practice.

    7. PUBLIC DISCLOSURES

        It is our Company's policy to provide full, fair, accurate,  timely, and
understandable  disclosure  in all reports and  documents  that we file with, or
submit  to, the  Securities  and  Exchange  Commission  and in all other  public
communications made by our Company.

    8. CONFIDENTIALITY

        You should maintain the confidentiality of all confidential  information
entrusted  to you by our  Company  or by  persons  with  whom the  Company  does
business, except when disclosure is authorized or legally mandated. Confidential
information  includes  all  non-public  information  that  might  be used by our
competitors,  or harmful to, our Company or persons  with whom our Company  does
business, if disclosed.

    9. INSIDER TRADING



                                       91
<PAGE>

        If you have access to material,  non-public  information  concerning our
Company,  you are not  permitted  to use or share  that  information  for  stock
trading  purposes or any purpose other than to conduct our  Company's  business.
The prohibition on insider trading applies not only to our Company's securities,
but also to securities of other  companies if you learn of material,  non-public
information  about these  companies in the course of your duties to the Company.
Violations  of this  prohibition  against  "insider  trading" may subject you to
criminal or civil liability, in addition to disciplinary action by our Company.


    10. PROTECTION AND PROPER USE OF COMPANY ASSETS

        You are  responsible  to protect our Company's  assets and promote their
efficient  use.  Theft,  carelessness  and  waste  have a direct  impact  on the
profitability  of the Company.  Employees are obligated to protect the Company's
assets  including  proprietary  information.  Proprietary  information  includes
intellectual property such as trade secrets, patents,  trademarks and copyrights
as well as business,  marketing  and service  plans,  engineering  and marketing
ideas,  designs,  databases,  records,  salary  information  and any unpublished
financial data and reports. Unauthorized use or distribution of this information
is a violation  of Company  policy and could also be illegal and result in civil
or criminal penalties.

    11. INTERPRETATIONS AND WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

        If you are unsure  whether a  particular  activity  or  relationship  is
improper under this Code or requires a waiver of this Code, you should  disclose
it to our Company's  General Counsel,  Chief Executive  Officer or President (or
the Board of Directors or Audit Committee if you are a director), who will first
make a  determination  whether a waiver of this Code is required and second,  if
required,  whether a waiver  will be  granted.  You may be  required to agree to
conditions  before a waiver or a  continuing  waiver is  granted.  However,  any
waiver of this Code for an executive officer or director may only be made by the
Company's  Board of  Directors  (or the  Nominating  Committee  of the  Board of
Directors)  and will promptly be disclosed to the extent  required by applicable
law,  rule  (including  any  rule of a stock  exchange,  quotation  system,  OTC
Bulletin Board or "pink sheets") or regulation.

    12. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

        Any  employee,  including  any  supervisor,  who  receives  a report  of
unethical or illegal  behavior from a subordinate,  should  promptly report such
violation of applicable laws, rules, regulations or this Code to a superior, our
Company's General Counsel, Chief Executive Officer or President (or the Board of
Directors or Audit Committee if you are a director). Any report or allegation of
a violation of  applicable  laws,  rules,  regulations  or this Code need not be
signed and may be sent  anonymously.  All  reports of  violations  of this Code,
including those sent anonymously, will be promptly investigated and, if found to
be  credible  and  accurate,  acted  upon in a timely  manner.  If any report of
wrongdoing  relates to accounting or financial  reporting  matters,  such report
must be provided to a superior,  our Company's General Counsel,  Chief Executive
Officer or President (or the Board of Directors or Audit  Committee if you are a
director).  It is  the  Company's  policy  not to  allow  actual  or  threatened
retaliation, harassment or discrimination due to reports of misconduct by others
made in good faith by employees. Employees are required to cooperate in internal
investigations of misconduct.

    13. COMPLIANCE STANDARDS AND PROCEDURES

        Our Company wants to promote ethical behavior.  This Code is intended as
a statement of basic  principles  and  standards  and does not include  specific
rules that apply to every  situation.  Its contents have to be viewed within the
framework  of  our  Company's  other  policies,   practices,   instructions  and
requirements of the law. This Code is in addition to other  policies,  practices
or instructions of our Company that must be observed. Moreover, the absence of a
specific  corporate  policy,  practice  or  instruction  covering  a  particular
situation does not relieve you of the  responsibility for exercising the highest
ethical standards applicable to the circumstances.

        In some  situations,  it is difficult to know right from wrong.  Because
this Code does not anticipate  every  situation that will arise, it is important
that each of you approach a new question or problem in a deliberate fashion:



                                       92
<PAGE>



         (a) Determine if you know all the facts.
         (b) Identify exactly what it is that concerns you.
         (c)  Discuss  the  problem  with a  supervisor  if you are a  corporate
         employee  or the  Company's  General  Counsel  if you are an officer or
         director. The Human Resources Department is always available to discuss
         any ethical issues that you may have.
         (d) Seek  guidance  before  taking any action  that you  believe may be
         unethical or dishonest.

         You may also  submit any  questions  that you may have  relating to the
propriety of a situation in writing to our Company's  General Counsel,  who will
review the situation and provide you with advice as to the course of action that
you should take. If your concern relates to the Company's  General Counsel,  you
may submit your concern in writing to the Chief  Executive  Officer or President
of the Company. The mailing address for each of these individuals is included at
the end of this Code.

        You will be governed by the following compliance standards:

          o    You are  personally  responsible  for  your own  conduct  and for
               complying  with  all  provisions  of the  Code  and for  properly
               reporting known or suspected violations;
          o    If you are a supervisor,  director or officer,  you must use your
               best efforts to ensure that employees  understand and comply with
               this Code;
          o    No one has the  authority  or right  to  order,  request  or even
               influence you to violate this Code or the law. A request or order
               from another  person will not be an excuse for your  violation of
               this Code;
          o    Any  attempt  by you  to  induce  another  director,  officer  or
               employee of our Company to violate this Code,  whether successful
               or not, is itself a violation of this Code and may be a violation
               of law;
          o    Any  retaliation or threat of  retaliation  against any director,
               officer or employee of our Company for  refusing to violate  this
               Code,  or for  reporting in good faith the violation or suspected
               violation  of this Code,  is itself a violation  of this Code and
               may be a violation of law; and
          o    Our Company  expects that every  reported  violation of this Code
               will be investigated.

Violation  of any of the  standards  contained  in this  Code,  or in any  other
policy,  practice or  instruction  of our  Company,  can result in  disciplinary
actions,  including dismissal and civil or criminal action against the violator.
This Code  should not be  construed  as a contract  of  employment  and does not
change any person's status as an at-will employee.

This Code is for the benefit of our Company,  and no other person is entitled to
enforce this Code.  This Code does not, and should not be construed  to,  create
any private cause of action or remedy in any other person for a violation of the
Code.

The names, addresses,  telephone numbers, facsimile numbers and e-mail addresses
of the Chief Executive Officer, President and General Counsel of our Company are
set forth below:

General Counsel (outside):    Chief Executive Officer:   President:


Martin Eric Weisberg, Esq.    Mr. Joel Shapiro           Mr. Joe Carr
Jenkens & Gilchrist Parker
 Chapin LLP                   One Kirkland Ranch Road    One Kirkland Ranch Road
The Chrysler Building         Napa, California 94558     Napa, California 94558
405 Lexington Avenue          (707) 254-9100             (707) 254-9100
New York, New York 10174      (707) 254-7258             (707) 254-7258
(212) 704-6050                jshapiro@knightsbridge     jcarr@knightsbridge
(212) 704-6157                finewines.us               finewines.us
mweisberg@jenkens.com




                                       93
<PAGE>

STATEMENT OF ACKNOWLEDGMENT

You are being furnished two copies of this Code of Business  Conduct and Ethics.
To confirm that you have read and  understand it, please sign one copy below and
return it to Human Resources.

I have read and I understand and I will observe the requirements of this Code of
Business Conduct and Ethics of Knightsbridge Fine Wines, Inc.


                      Name: ______________________________
                              Print Above

                      Signature: _________________________

                      Date: ______________________________











                                       94
<PAGE>



                                                                    Exhibit 21.1

KNIGHTSBRIDGE FINE WINES, INC.
SCHEDULE OF SUBSIDIARIES
12-31-04

Name of Subsidiary                           Percent Owned
------------------                           -------------
360 Global Wine Company                      100%
Dominion Wines, Ltd.                         56%
KFWBA Acquisition Corporation                100%
Kirkland Knightsbridge, LLC                  50%
Knightsbridge Torrique                       100%













                                       92