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, 2003

                         Commission File Number 0-50092

                         KNIGHTSBRIDGE FINE WINES, INC.
                 (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: $689,507.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates of the registrant as of April 21, 2004 was $20,514,773  (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 21, 2004
was 31,568,250.





<PAGE>

<TABLE>

<CAPTION>

                                TABLE OF CONTENTS
                                                                                                                       Page

                                     PART I

<S>                                                                             <C>    <C>                              <C>

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
</TABLE>




                                        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

         Knightsbridge  Fine Wines,  Inc.  ("Knightsbridge"),  a  privately-held
Nevada  corporation,  was  incorporated  on October 8, 2002 and is a development
stage company.  From its inception,  Knightsbridge had a vision to establish and
build a diversified  international wine company.  Knightsbridge believed that an
oversupply of small and mid-sized  wineries  existed which lack effective sales,
marketing, and branding strength.  Knightsbridge believed an opportunity existed
in which it can  strategically  consolidate a group of these small and mid-sized
wineries and create an  enterprise  which could  maximize  economies of scale by
strategically  leveraging the  production of wines in under utilized  facilities
and  increasing  the  efficiency of sales through the  utilization of a singular
global  sales  and  marketing  group.  Knightsbridge  further  believed  that by
adopting and applying  consumer beverage  marketing  principals it could further
enhance operating  results beyond what was currently  achieved by many small and
mid-sized wineries creating a comparative advantage for Knightsbridge over these
smaller enterprises.

         On August 1, 2003, Knightsbridge completed a share exchange and reverse
acquisition  with  Tech-Net  Communications,  Inc.  (the  "Company"),  a  Nevada
corporation.  The Company was  incorporated  on May 15, 2000.  Subsequent to the
share exchange and reverse  acquisition  between  Knightsbridge and the Company,
the Company changed its name to  Knightsbridge  Fine Wines,  Inc.  Therefore the
Company became the parent company of  Knightsbridge,  its wholly owned operating
subsidiary. As a result of this transaction the directors and officers of





<PAGE>




Knightsbridge   became  the  directors  and  officers  of  the  Company.   Also,
Knightsbridge  is  treated  as the  acquirer  for  accounting  purposes  and the
historical financials are those of Knightsbridge and not of the Company.

         On  November  6, 2003,  we  acquired  Bodegas y Venedos  Anguinan  S.A.
through  our  wholly-owned   subsidiary,   KFWBA   Acquisition  Corp,  a  Nevada
Corporation.  The Bodegas winery and estate encompasses  approximately 900 acres
in the Andes  Mountains of Argentina.  The estate  winery,  founded in 1924, has
developed a reputation for producing high quality wines with exceptional  value.
The  winery  focuses  on  traditional  Bordeaux  varietals,  including  Cabernet
Sauvignon,  Merlot,  and  Malbec,  which has been shown to excel in  Argentina's
microclimates.  Currently,  there are 160  mature  planted  acres on a  900-acre
estate. The vineyards have modern irrigation and piping systems  contributing to
optimum quality and production of the grapes.

         During 2003,  the Company  entered into sales and marketing  agreements
with two California  wineries,  initiated  agreements to develop two brands with
renowned  artists,  executed a  definitive  purchase  agreement  with Bodegas in
November 2003, entered into contingent  purchase  agreements to purchase several
brands  and  inventory  of  distressed  properties,   closed  on  two  financing
agreements  in October and  December of 2003 to finance the ongoing  development
stage  operations of the Company,  launched a sales and  marketing  effort which
included  hiring  and  deploying  an  internationally  based  group of sales and
marketing  professionals,  and initiated the  development  of an  administrative
staff to coordinate and account for the activities of the Company. Additionally,
the Company acquired a 56% equity interest in an Australian based wine exporter.

         Currently,  most of the Company's  costs consist  primarily of expenses
associated with developing its corporate strategy.  As a result of the Company's
plan to expand its operations  through new internal and external  initiatives to
expand  revenue  growth,  the  Company  expects  these  costs to  increase.  The
Company's  success and  profitability  depend  upon its ability to  successfully
execute its  strategy  and its ability to raise  capital in order to finance its
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.

PRODUCTS

         As of December 31,  2003,  with the  exception  of Bodegas,  our recent
acquisition in Argentina,  the Company  currently  markets and distributes wines
produced by third parties  under its own or such other  parties'  labels.  These
include a variety of red and white wines produced under the following  labels by
the following third parties:


                                        2
<PAGE>






            NAME                                  PRODUCER


The Global Collection of Guy Buffet     EOS Estate Winery (bottler only)
--------------------------------------- -----------------------------------
Kirkland Ranch Estate Wines             Kirkland Family Estate
--------------------------------------- -----------------------------------
Kirkland Ranch                          Kirkland Family Estate
--------------------------------------- -----------------------------------
Jamieson Canyon                         Kirkland Family Estate
--------------------------------------- -----------------------------------
Alexander Park                          Dominion Wines, Ltd
--------------------------------------- -----------------------------------
Vinus                                   Dominion Wines, Ltd
--------------------------------------- -----------------------------------
Saddle Mountain                         Dominion Wines, Ltd.
--------------------------------------- -----------------------------------

GROWTH STRATEGY

         The  Company  intends  to grow its  operations  through  both  internal
initiatives  and external  acquisitions.  The internal  initiatives  include the
development of new and  innovative  brands and alliances with noted artists that
leverage their proprietary  designs into award wining wine labels that produce a
differentiated  consumer product. The Company further intends to internally grow
sales by providing a wider  selection of brands and products for its sales force
to  introduce  into the  marketplace  thereby  reducing  average  sales cost per
product  and  increasing  variety of product to its  client  base.  The  Company
believes that by increasing its ability to provide an ever growing  inventory of
brands and  products  that it will be able to  increase  its  ability to provide
wholesalers  with  better  promotional  advantages  over its  smaller  peers and
therefore  increasing its competitive  position and driving internal growth. The
external  initiatives include the targeting and subsequent  acquisition of small
to mid-sized  wineries and distressed  brands or inventory which the Company can
assimilate  into its business model.  The Company  believes that by assimilating
the small to  mid-sized  wineries it can add brands to the  Company's  portfolio
which it can introduce into its sales and marketing  channel that should provide
wider awareness and a greater level of sales.

         The   following   initiatives   represent  the  internal  and  external
transactions that the Company or Knightsbridge,  its wholly-owned subsidiary, as
applicable,  has either  initiated,  developed,  or  acquired in the fiscal year
ended December 31, 2003.

Kirkland sales and marketing agreement

         On August 4,  2003,  the  Company  entered  into a sales and  marketing
agreement with Kirkland Ranch Winery, a Napa Valley based company,  to represent
their products on an exclusive  commission basis through our sales and marketing
group.

EOS sales and marketing agreement

         On July 1,  2003,  Knightsbridge  entered  into a sales  and  marketing
agreement  with EOS Winery,  a Paso Roblos based  company,  to  represent  their
products  within the United States of America on an exclusive  commission  basis
through Knightsbridge's sales and marketing group. The agreement is no longer in
effect.

The Artist Series of Fine Wines

         In order to complement  its growth,  the Company  decided to create new
brands  based upon world  renowned  artists to maximize  brand name  recognition
while minimizing marketing costs. As part of this strategy, the Company or


                                        3
<PAGE>




Knightsbridge, as applicable, recently entered into two agreements with renowned
artists.

Guy Buffet Cellars

         On July 9,  2003,  Knightsbridge  entered  into an  agreement  with Guy
Buffet to market an international  collection of wines representing the blending
of Mr.  Buffet's  artistic  talent with the artistic  talent of  Knightsbridge's
winemakers.  This  collection  of wines,  each  featuring  a unique  Guy  Buffet
designed label, will initially feature California Chardonnay,  Merlot,  Cabernet
Sauvignon,  Sauvignon  Blanc, and Shiraz from Australia.  As distribution  grows
internationally, the Company intends to add varietal blends from New Zealand and
Bordeaux.  The agreement  expires on July 8, 2006 and the Company  launched this
artist series during the fourth quarter of 2003.

Andy Warhol Foundation for the Visual Arts

         On September 22, 2003,  the Company  entered into an 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 the Company anticipates
launching this artist series during the second half of 2004.

Acquisitions During the Fiscal Year Ended December 31, 2003

Dominion Wines International

         Knightsbridge  acquired a majority ownership interest in Dominion Wines
International   ("DWI")  on  February  17,  2003,  an  international  sales  and
distributor of Australian sourced wines sold under several Company owned brands.

Bodegas y Venedos Anguinan S.A.

         We used a portion of the net  proceeds  from our October  2003  private
financing to complete the acquisition of Bodegas y Venedos Anguinan S.A. through
our wholly-owned  subsidiary,  KFWBA Acquisition Corp, a Nevada Corporation,  on
November 6, 2003. The purchase price consisted of a combination of U.S. $200,000
and one million shares of our restricted  common stock. The shares issued to the
former  shareholders of Bodegas are subject to a put option  agreement,  whereby
KFWBA agreed to purchase the shares in accordance  with a schedule over the next
4 years,  at a price per share of $2.50.  The  Company  has  guaranteed  KFWBA's
performance of the puts.  Additionally,  should KFWBA default on its obligations
and the Company default on its guarantee,  the shares of Bodegas would revert to
the former shareholders of Bodegas.

Recent Developments

Acquisition of Kirkland Ranch Winery

         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


                                        4
<PAGE>




Ranch"),  the Joint Venture Subsidiary,  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 $2.35 per share.  As part of the  financing  for the joint  venture
transaction,  the Company provided loans to the Joint Venture  Subsidiary in the
aggregate  amount of $2.4 million to be paid pari passu with other debt from any
initial  profits of the Joint  Venture  Subsidiary.  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.

         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 secured by, among other things, a mortgage on certain land
and a lien on certain assets,  excluding  inventory,  owned by the Joint Venture
Subsidiary.

         Pursuant to the Contribution Agreement,  Kirkland Ranch contributed all
of its assets and certain of its  liabilities  to the Joint Venture  Subsidiary,
including all of the assets of the Kirkland Ranch Winery located in Napa Valley,
California.  The Joint Venture  Subsidiary 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,  the  Company  entered  into  an  exclusive  distribution  and
marketing  agreement  with the Joint  Venture  Subsidiary  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 Subsidiary will serve as the exclusive bottler of the Company's products
in California.

         In connection  with the operations of the Joint Venture  Subsidiary and
subject to the occurrence of certain  events,  the Company shall make additional
cash capital  contributions  in accordance  with the budget to the Joint Venture
Subsidiary  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.

SALES AND MARKETING

         The Company  currently  markets and distributes wines produced by third
parties under our own or such other parties'  labels.  We sell our wines through
direct sales,  independent  distributors,  our own customer list, and in limited
quantities,  directly from the  wineries.  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.


                                        5
<PAGE>



         Our wines are  marketed  by  independent  distributors  throughout  the
United States and the District of Columbia and Puerto Rico and, internationally,
in the Caribbean  Islands and Canada. We are currently  investigating  extending
our  distribution  network into the Far East and Europe.  The Company employs 10
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

         As a result of the  development  stage of the Company and its sales and
distribution  strategy as  described in this Annual  Report on Form 10-KSB,  the
Company  believes  it  does  not  have  any  dependence  on one  or a few  major
customers.

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 in the  future 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.  The Company as a  development  stage  company has a
relatively small competitor  position within the industry,  but believes that as
it  executes  upon its  business  strategy  its  relative  position  with in 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.


                                        6
<PAGE>




GOVERNMENT REGULATION

         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.

RESEARCH AND DEVELOPMENT

         The Company did not conduct any  significant  research and  development
activities during the fiscal years ended December 31, 2002 and December 31, 2003

EMPLOYEES

         At December 31, 2003, we had 13 full time  employees  based  throughout
the United States and one full time employee at our Australian office located at
13 Lileura  Avenue,  Beaumaris,  Victoria,  AU 3193. In addition,  our Argentina
Winery operated through KFWBA Acquisition Corporation has 20 full-time employees
located  at  Bodegas  y  Venedos  Anguinan  S.A.  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 fiscal year.

         Commencing April 21, 2004, our principal corporate office is located at
One Kirkland Ranch Road,  Napa,  California  94558. The property is owned by the
Joint Venture  Subsidiary  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 winemaking facility. Since relocation, our office in Livingston,
NJ is the Company's satellite U.S. office.

         Our  Australian  office is  located at 13  Lileura  Avenue,  Beaumaris,
Victoria, AU 3193. There is currently no rent for the space.

         We also own, by virtue of our recent  acquisition  of Bodegas  Anguinan
Winery,  a 900 acre  estate in the La Rioja  province of  Argentina.  Currently,
there are 160 mature planted acres on the 900-acre estate.


                                        7
<PAGE>



ITEM  3. LEGAL PROCEEDINGS

         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. 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
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.  The Company  believes  the
lawsuit is frivolous and further  believes it has good and meritorious  defenses
and  counterclaims  in  the  action  and  intends  to  vigorously   contest  the
litigation.

         Except as otherwise  disclosed  herein,  the Company is not involved in
any other material legal proceedings.



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

         The  Company  did not  submit  any  matters  to a vote of the  security
holders during the fourth quarter of the fiscal year ended December 31, 2003.



                                     PART II




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

         The  Company's  common  stock is  currently  quoted on the OTC Bulletin
Board under the symbol "KFWI."

         The following  table sets forth the  quarterly  high and low bid prices
for the common  stock as of the share  exchange and reverse  acquisition  of the
Company by Knightsbridge 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.









                                        8



<PAGE>

<TABLE>



  Third Quarter...................................    $ 5.00          $ 0.12
  Fourth Quarter..................................    $ 3.95          $ 1.16


Shareholders

         As of April 16, 2004,  there were  approximately  504 record holders of
the common stock. This number excludes any estimate by the Company of the number
of beneficial owners of shares held in street name, the accuracy of which cannot
be guaranteed.

Dividends

         The  Company  has not paid cash  dividends  on any class of its capital
stock since  formation and the Company does not anticipate  paying any dividends
on its outstanding common stock in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

         The following  table provides  information as of December 31, 2003 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
--------------------------------- ------------------------------ ------------------------------- ------------------------------
Total                                        100,000                         $1.50                            -0-
--------------------------------- ------------------------------ ------------------------------- ------------------------------
</TABLE>

(1) The Company  issued 100,000  warrants,  each of which entitles the holder to
purchase one share of the Company's 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.

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


                                        9
<PAGE>



         No purchase were made by or on behalf of the Company or any "affiliated
purchaser,"  as defined in the Section  240.10b-18(a)(3)  of the  Securities and
Exchange Commission Regulation S-B, 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, 2003.

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.

         In connection with a series of private debt financings between December
16, 2002 and September 23, 2003, listed as Short-Term Notes Payable in note 4 of
our financial statements, 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  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.


                                       10
<PAGE>



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, as part of the  financing of the Company's  purchase
of its 50%  membership  interest in the Joint  Venture  Subsidiary,  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 the Joint  Venture  Subsidiary.  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, 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 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.


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.

CORPORATE HISTORY

         Knightsbridge Fine Wines, Inc.  ("Knightsbridge") a Nevada corporation,
was incorporated on October 8, 2002 and is a development stage company. From its
inception,  Knightsbridge  had a vision to  establish  and  build a  diversified
international wine company.  Knightsbridge  believed that an oversupply of small


                                       11
<PAGE>


and  mid-sized  wineries  existed which lack  effective  sales,  marketing,  and
branding strength. Knightsbridge believed an opportunity existed in which it can
strategically  consolidate  a group of these small and  mid-sized  wineries  and
create an enterprise  which could maximize  economies of scale by  strategically
leveraging the  production of wines in under utilized  facilities and increasing
the efficiency of sales through the  utilization of a singular  global sales and
marketing group.

         On August 1, 2003, Knightsbridge completed a share exchange and reverse
acquisition  with  Tech-Net  Communications,  Inc.  (the  "Company"),  a  Nevada
corporation.  The Company was  incorporated  on May 15, 2000.  Subsequent to the
share exchange and reverse  acquisition  between  Knightsbridge and the Company,
the Company changed its name to  Knightsbridge  Fine Wines,  Inc.  Therefore the
Company became the parent company of Knightsbridge, its operating subsidiary. As
a result of this transaction the directors and officers of Knightsbridge  became
the directors and officers of the Company. Also, Knightsbridge is treated as the
acquirer for  accounting  purposes and the  historical  financials  are those of
Knightsbridge and not of the Company.

         During 2003,  the Company  entered into sales and marketing  agreements
with two California  wineries,  initiated  agreements to develop two brands with
renowned artist,  entered into several letters of intent to purchase interest in
targeted  wineries,  executed a definitive  purchase  agreement  with one of the
wineries in November of 2003,  entered into  contingent  purchase  agreements to
purchase  several brands and inventory of distressed  properties,  closed on two
financing  agreements  in October  and  December  of 2003 to finance the ongoing
development  stage  operations  of the Company,  launched a sales and  marketing
effort which  included  hiring and deploying an  internationally  based group of
sales  and  marketing  professionals,   and  initiated  the  development  of  an
administrative  staff  to  coordinate  and  account  for the  activities  of the
Company.  The Company  also  acquired a 56% equity  interest  in Dominion  Wines
International   ("DWI")  on  February  17,  2003,  an  international  sales  and
distributor of Australian sourced wines sold under several Company owned brands.

         On November 6, 2003 we completed the  acquisition  of Bodegas y Venedos
Anguinan S.A. through our wholly-owned subsidiary, KFWBA. The Bodegas winery and
estate encompasses  approximately 900 acres in the Andes Mountains of Argentina.
The estate  winery,  founded in 1924,  has developed a reputation  for producing
high quality wines with  exceptional  value.  The winery  focuses on traditional
Bordeaux varietals,  including Cabernet Sauvignon, Merlot, and Malbec, which has
been  shown to excel in  Argentina's  microclimates.  Currently,  there  are 160
mature planted acres on a 900-acre estate.  The vineyards have modern irrigation
and piping systems contributing to optimum quality and production of the grapes.

GROWTH STRATEGY

         The Company believes an opportunity exist in which it can strategically
consolidate  a group of  these  small  and  mid-sized  wineries  and  create  an
enterprise which can maximize economies of scale by strategically leveraging the
production of wines in under  utilized  facilities and increasing the efficiency
of sales through the utilization of a singular global sales and marketing group.
The Company  further  believes that by adopting and applying  consumer  beverage
marketing  principals it can further  enhance  operating  results beyond what is
currently  achieved by many small and mid-sized  wineries creating a comparative
advantage for the Company over these smaller enterprises.



                                       12
<PAGE>



         The  Company  intends  to grow its  operations  through  both  internal
initiatives  and external  acquisitions.  The internal  initiatives  include the
development  of new and  innovative  brands and alliances with noted artist that
leverage their proprietary  designs into award wining wine labels that produce a
differentiated  consumer product. The Company further intends to internally grow
sales by providing a wider  selection of brands and products for its sales force
to  introduce  into the  marketplace  thereby  reducing  average  sales cost per
product  and  increasing  variety of product to its  client  base.  The  Company
believes that by increasing its ability to provide an ever growing  inventory of
brands and  products  that it will be able to  increase  its  ability to provide
wholesales  with  better  promotional  advantages  over its  smaller  peers  and
therefore  increasing its competitive  position and driving internal growth. The
external  initiatives include the targeting and subsequent  acquisition of small
to mid-sized  wineries and distressed  brands or inventory which the Company can
assimilate  into its business model.  The Company  believes that by assimilating
the small to  mid-sized  wineries it can add brands to the  Company's  portfolio
which it can introduce into its sales and marketing  channel that should provide
wider awareness and a greater level of sales.

         In order to complement  the Company's  growth,  the Company  decided to
create  new  brands  based upon world  renowned  artist to  maximize  brand name
recognition  while  minimizing  marketing  costs. As part of this strategy,  the
Company or  Knightsbridge,  as applicable,  recently entered into two agreements
with renowned artists.

Guy Buffet Cellars

         On July 9,  2003,  Knightsbridge  entered  into an  agreement  with Guy
Buffet to market an international  collection of wines representing the blending
of Mr.  Buffet's  artistic  talent with the artistic  talent of  Knightsbridge's
winemakers.  This  collection  of wines,  each  featuring  a unique  Guy  Buffet
designed label, will initially feature California Chardonnay,  Merlot,  Cabernet
Sauvignon,  Sauvignon  Blanc, and Shiraz from Australia.  As distribution  grows
internationally, the company intends to add varietal blends from New Zealand and
Bordeaux.  The agreement  expires on July 8, 2006 and the Company  launched this
artist series during the fourth quarter of 2003.

Andy Warhol Foundation for the Visual Arts

         On September 22, 2003,  the Company  entered into an 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 the Company anticipates
it will launch this artist series during the first half of 2004.

SALES AND MARKETING

         The Company  currently  markets and distributes wines produced by third
parties under our own or such other parties'  labels.  We sell our wines through
direct sales,  independent  distributors,  our own customer list, and in limited
quantities,  directly from the  wineries.  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 its wines.


                                       13
<PAGE>


         Our wines are marketed by independent distributors in all 50 states and
the District of Columbia and Puerto Rico and, internationally,  in the Caribbean
Islands and Canada.  We are currently  investigating  extending our distribution
network into the Far East and Europe. The Company employs 10 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.  As a result of the  development  stage of the  Company and its sales and
distribution strategy as describe, the Company does not currently believe it has
a dependence on one or a few major customers.

Recent Developments

Acquisition of Kirkland Ranch Winery

         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"),  the Joint Venture Subsidiary,  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 $2.35 per share.  As part of the  financing  for the joint  venture
transaction,  the Company provided loans to the Joint Venture  Subsidiary in the
aggregate  amount of $2.4 million to be paid pari passu with other debt from any
initial  profits of the Joint  Venture  Subsidiary.  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.

         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 secured by, among other things, a mortgage on certain land
and a lien on certain assets,  excluding  inventory,  owned by the Joint Venture
Subsidiary.

         Pursuant to the Contribution Agreement,  Kirkland Ranch contributed all
of its assets and certain of its  liabilities  to the Joint Venture  Subsidiary,
including all of the assets of the Kirkland Ranch Winery located in Napa Valley,
California.  The Joint Venture  Subsidiary 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,  the  Company  entered  into  an  exclusive  distribution  and
marketing  agreement  with the Joint  Venture  Subsidiary  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 Subsidiary will serve as the exclusive bottler of the Company's products
in California.


                                       14
<PAGE>


         In connection  with the operations of the Joint Venture  Subsidiary and
subject to the occurrence of certain  events,  the Company shall make additional
cash capital  contributions  in accordance  with the budget to the Joint Venture
Subsidiary  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.

Future Products

         As a result  of our  recent  acquisitions,  financing  and  letters  of
intent, we plan to begin producing and distributing our own wines. We anticipate
that the initial series of the Company owned and/or  produced wines will include
the following:


                 NAME                                     PRODUCER


Fincas del Ocampo                           Bodegas y Venedos Anguinan S.A.
------------------------------------------- -----------------------------------
Siete Soles                                 Bodegas y Venedos Anguinan S.A.
------------------------------------------- -----------------------------------
Los Colorados - Argentina Artist Series     Bodegas y Venedos Anguinan S.A.
------------------------------------------- -----------------------------------
Melbourne Park Australia                    Dominion Wines, Ltd.
------------------------------------------- -----------------------------------

Possible Future Transactions

Knightsbridge Spain

          On November 24, 2003,  the Company  entered into a letter of intent to
acquire   the  assets  and  brand  of  Bodegas   Torrique   from  Senor   Manuel
Fernandez-Aviles  Zamorano of Madrid. This group of companies,  headquartered in
Noblejas,   Toledo,   currently  have  approximately   $13.5  million  of  sales
nationally.  Their brands of wines, which include Castilla La Mancha, Ribera del
Duero and Rioja and are  produced  under the brand names of Camino de la Dehesa,
Dehesa de la Jara,  Barbechera,  Cacharel,  Campo Alto,  Castillo  de  Madroniz,
Valdelamillo and Catania among others, are sold, together with selected imported
wines from Europe and Latin  America.  The group  maintains a direct sales force
selling to supermarkets, retail chains and other significant volume buyers.

         The acquisition is expected to close during the second quarter of 2004.
There  are no  assurances  that  this  transaction  will be  closed  within  the
anticipated  timeframe,  that it will close consistent with terms of the initial
agreement, or at all.

LIQUIDITY AND CASH RESOURCES

         At December 31, 2003 the Company had a cash balance of $1,325,373.  The
Company  expects to achieve  operating  positive  cash flow no earlier  than the
fourth  quarter.  However,  there is no assurance  that the Company will achieve
positive cash flow.  Additionally,  the Company is in default on its  short-term
notes  payable.  As a result the Company  will be required to raise  substantial
amounts of cash during 2004.  There can be no assurance that the Company will be
successful  in it's  efforts and any  failure to raise such monies  would have a
material negative effect on the Company.


                                       15
<PAGE>





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 intercompany amounts have been eliminated.

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, 2003 was $1,325,373.

Accounts Receivable

         As  of  December  31,  2003,  nearly  all  of  the  Company's  accounts
receivable  are due from Kirkland Ranch Winery for which the Company has a sales
and marketing agreement.

         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  receivable  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.

         The Company has also 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.


                                       16
<PAGE>



         The  Company  may also  contract  for the  warehousing  and sale of its
product where it is not itself 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                                           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. Amortization of assets held under capital leases is included
in depreciation expense.

Concentrations of Credit Risk

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

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

         Commission revenue is recognized when product is shipped FOB winery and
product revenue is recognized when product is shipped FOB winery.

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


                                       17
<PAGE>




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 taxes by a 100% valuation allowance.

Stock-based Compensation

         The Company accounts for stock-based employee compensation arrangements
using the intrinsic value method in accordance with the provisions of Accounting
Principles  Board  (APB)  Opinion  No.  25,  "Accounting  for  Stock  Issued  to
Employees,"  and  complies  with  the  disclosure  provisions  of SFAS  No.  123
"Accounting   for   Stock-Based   Compensation."   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.

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

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

                                  RISK FACTORS

         Our  success  is  dependent  on future  financings.  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, which are acceptable,  if at all. The failure to secure
future  financing with favorable  terms could have a material  adverse effect on
our business and operations.

          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 products.  The Company
currently owns two vineyards with the facilities for wine production.


                                       18
<PAGE>



Knightsbridge  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 Knightsbridge may have with such producers,
we have no control over the  availability  of  Knightsbridge'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.  Knightsbridge may not be
able to enter into alternative  supply  arrangements on commercially  acceptable
terms,   if  at  all.  There  can  be  no  assurance  that  the  producers  that
Knightsbridge has engaged will be able to provide sufficient quantities of these
products  or  that  the  products   supplied  will  meet  with   Knightsbridge's
specifications.

         We are  dependent  on certain key existing  and future  personnel.  Our
success will depend,  to a large  degree,  upon the efforts and abilities of our
officers and key management  employees such as Joel Shapiro, our Chief Executive
Officer;  and Joseph Carr, our Vice President of Sales. The loss of the services
of one or more of our key employees could have a material  adverse effect on our
operations.  We  have  an  employment  agreement  with  Joseph  Carr.  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.
We cannot  assure  that we will be able to  successfully  attract and retain key
personnel.

         Our acquisitions and potential future acquisitions  involve a number of
risks.  Our  potential  future   acquisitions   involve  risks  associated  with
assimilating  these  operations  into our company;  integrating,  retaining  and
motivating  key  personnel;  integrating  and managing  geographically-dispersed
operations integrating the technology and infrastructures of disparate entities;
risks  inherent in the  production and marketing wine and replanting of existing
vineyards.

         We may  have  difficulty  competing  with  larger  and  better-financed
companies  in  our  sector.   The  premium  table  wine  industry  is  intensely
competitive and highly  fragmented.  Our wines may compete in all of the premium
wine market  segments with many other premium  domestic and foreign  wines.  Our
wines  also may  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.  Many of our competitors  have greater
financial, technical, marketing and public relations resources than we presently
have.  Our  sales  may be  harmed  to 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.  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.


                                       19
<PAGE>



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.

         Our  business  may be  adversely  effected  by our  ability  to grow or
acquire  enough high  quality  grapes for our wines.  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  regulatory
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.

         Our  business  may be adversely  effected by an  oversupply  of grapes.
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 not increase prices.

         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
or challenges to the industry,  either  individually or in the aggregate,  could
harm our business.

         Foreign  exchange rates risks,  political  stability  risk,  and/or the
imposition of adverse  trade  regulations  could harm our business.  The Company
conducts some of its business in foreign currencies. We own and operate a winery
in Argentina  and operate a sales and  marketing  business in  Australia,  which
exports  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. As part of our current international  business we import bulk wine into
the United  States of America and operate a winery in  Argentina of which we use
foreign  currencies to purchase goods and operate those  businesses.  Presently,
the company has not engaged in any  financial  hedging  activities to offset the
risk of exchange rate fluctuations. The Company in the future on an as-needed


                                       20
<PAGE>



basis may 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 and our business.

         Contamination  of Our  Wines  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  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.

         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 which
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.


                                       21

<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Stockholders of
Knightsbridge Fine Wines, Inc. and Subsidiaries

We have audited the  accompanying  consolidated  balance sheet of  Knightsbridge
Fine Wines,  Inc. and Subsidiaries (a development  stage company) 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. 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 audits.

We conducted our audits 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 financial  statements  referred to above present fairly, in
all material respects,  the financial position of Knightsbridge Fine Wines, Inc.
and  Subsidiaries as of December 31, 2003, and the results of its operations and
its 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 in conformity with accounting principles generally accepted
in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 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 14, as to which the date is April 21, 2004 and
for notes 14 (Kirkland Knightsbridge Acquisition) and 18 as to which the date is
October 28, 2004.







                                       22
<PAGE>


<TABLE>

<CAPTION>


ITEM 7.   FINANCIAL STATEMENTS

                 KNIGHTSBRIDGE FINE WINES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                                     AUDITED
                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2003

                                     ASSETS

<S>                                                                                            <C>

Current assets:
       Cash                                                                                    $ 1,325,373
       Accounts receivable, net of allowance
       of doubtful accounts of $0                                                                   74,494
       Inventory                                                                                   830,467
       Prepaid expenses                                                                             69,443
       Deposits                                                                                    217,500
       Other current assets                                                                         21,520
                                                                                         ------------------
         Total current assets                                                                    2,538,797

Property and equipment, net of accumulated depreciation                                          2,506,781
Loan Receivable                                                                                    213,369
Other assets                                                                                        94,270
Deferred financing costs                                                                           515,115
                                                                                         ------------------

       Total assets                                                                            $ 5,868,332
                                                                                         ==================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
       Accounts payable                                                                          $ 596,963
       Accrued expenses                                                                            448,653
       Notes payable                                                                               375,000
       Short-term portion of long-term debt                                                         13,489

                                                                                         ------------------
       Total Current Liabilities                                                                 1,434,105

Long-term debt, net of unamortized discount of $2,943,470, face amount $3,527,291                  583,821
                                                                                         ------------------

Total Liabilities                                                                                2,017,926
                                                                                         ------------------
Stockholders' Equity
       Common stock, $0.001 par value, 100,000,000 shares authorized

       31,638,250 shares issued and outstanding as of December 31, 2003                             31,638
       Subscription receivable                                                                     (21,566)
       Prepaid stock compensation                                                                 (928,325)
       Additional paid in capital                                                                9,951,302
       Accumulated other comprehensive income - foreign exchange adjustment                       (102,838)
       Deficit accumulated during development stage                                             (5,079,805)

                                                                                         -----------------
       Total Stockholders' Equity                                                                3,850,406
                                                                                         ------------------

Total Liabilities and Stockholders' Equity                                                     $ 5,868,332
                                                                                         ==================
</TABLE>



                        See notes to financial statements

                                       23
<PAGE>

<TABLE>

<CAPTION>



                 KNIGHTSBRIDGE FINE WINES, INC. AND SUBSIDIARIES
                         ( A DEVELOPMENT STAGE COMPANY)
                                     AUDITED
                      CONSOLIDATED STATEMENTS OF OPERATIONS





                                                           YEAR               FOR PERIOD                FOR PERIOD
                                                          ENDED            OCTOBER 8, 2002            OCTOBER 8, 2002
                                                       DECEMBER 31,       (INCEPTION) THROUGH       (INCEPTION) THROUGH
                                                           2003           DECEMBER 31, 2002          DECEMBER 31, 2003
                                                     ------------------------------------------------------------------
<S>                                                  <C>                   <C>                   <C>

Revenues:
      Commissions                                        $    399,826      $               -     $             399,826
      Sales                                                   289,682                      -                   289,682
                                                     ------------------------------------------------------------------

            Total                                             689,508                      -                   689,508
                                                     ------------------------------------------------------------------

Operating expenses:

      Cost of goods sold                                      187,297                      -                   187,297
      Sales and marketing                                   1,130,269                      -                 1,130,269
      General and administrative                            1,020,389                 35,242                 1,055,631
      Stock compensation expense                            2,973,662                      -                 2,973,662

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

            Total                                           5,311,617                 35,242                 5,346,859
                                                     ------------------------------------------------------------------

Loss from operations                                       (4,622,109)               (35,242)               (4,657,351)


Other income:

      Interest income                                          13,337                      -                    13,337
      Interest expense                                       (447,763)                (1,778)                 (449,541)
                                                     ------------------------------------------------------------------
                Other income (expense), net                  (508,218)                (1,778)                 (509,996)
                                                     ------------------------------------------------------------------

Loss before minority interest                              (5,056,535)               (37,020)               (5,093,555)

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

Net loss                                                 $ (5,042,785)     $         (37,020)    $          (5,079,805)
                                                     ==================================================================
Net loss per share:
      Basic and diluted                                         (0.21)                 (0.00)                    (0.22)

Weighted average shares outstanding:

      Basic and diluted                                    24,410,559             17,705,050                23,143,963

</TABLE>




                        See notes to financial statements

                                       24
<PAGE>

<TABLE>

<CAPTION>




                 KNIGHTSBRIDGE FINE WINES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                                     AUDITED
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS





                                                   YEAR                 FOR PERIOD                    FOR PERIOD
                                                  ENDED               OCTOBER 8, 2002               OCTOBER 8, 2002
                                               DECEMBER 31,         (INCEPTION) THROUGH          (INCEPTION) THROUGH
                                                   2003              DECEMBER 31, 2002             DECEMBER 31, 2003
                                             -----------------------------------------------------------------------
<S>                                                                             <C>               <C>
Net loss                                      $ (5,042,785)                 $ (37,020)                 $ (5,079,805)

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

Comprehensive loss                            $ (5,145,623)                 $ (37,020)                 $ (5,182,643)
                                             =======================================================================
</TABLE>












                                       25
<PAGE>

<TABLE>

<CAPTION>





                 KNIGHTSBRIDGE FINE WINE, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                                     AUDITED
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                                                                Prepaid         Additional
                                                        Common Stock            Subscriptions    Stock          Paid in
                                                   ----------------------
                                                      Number     Value          Receivable      Compensation    Capital
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>             <C>             <C>
Oct. 10, 2002
  Common stock issued                                17,705,05         17,705    $    (17,705)   $       --      $       --

Dec. 16, 2002
  100,000 warrants issued  in connection with note
  payable of $200,000                                                                                                  10,000

Loss for the period

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

February 17, 2003
  Common stock issued in connection with

  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 in connection with
  note payable of $100,000                                                                                             41,217

May 15, 2003
  25,000 warrants issued  in connection with
  note payable of $25,000                                                                                              10,603

May 27, 2003
  25,000 warrants issued  in connection with
  note payable of $25,000                                                                                              10,576

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

July 7, 2003
  25,000 warrants issued  in connection with
  note payable of $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  in connection with
  note payable of $250,000                                                                                             46,744

August 1, 2003
  Common stock issued in connection with Tech-Net
  recapitalization                                   5,122,000          5,122                                          (5,122)



                                                    Deficit               Accumulated
                                                   Accumulated           Foreign Exchange
                                                   During Development    Translation

                                                    Stage                Adjustments       Total
                                                   ---------------------------------------------
Oct. 10, 2002
  Common stock issued                               $       --             $  --         $ --

Dec. 16, 2002
  100,000 warrants issued  in connection with note
  payable of $200,000                                                                     10,000

Loss for the period                                      (37,020)           (37,020)

                                                   ---------------------------------------------
Balance 12-31-02                                         (37,020)             --         (27,020)

February 17, 2003
  Common stock issued in connection with
  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 in connection with
  note payable of $100,000                                                                 41,217

May 15, 2003
  25,000 warrants issued  in connection with
  note payable of $25,000                                                                  10,603

May 27, 2003
  25,000 warrants issued  in connection with
  note payable of $25,000                                                                  10,576

July 1, 2003
  Common stock issued as compensation                                                   2,347,662

July 7, 2003
  25,000 warrants issued  in connection with
  note payable 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  in connection with
  note payable of $250,000                                                                 46,744

August 1, 2003
  Common stock issued in connection with Tech-Net
  recapitalization                                                                           --






                      See notes to the financial statements

                                       26
<PAGE>








                 KNIGHTSBRIDGE FINE WINE, INC AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                                     AUDITED
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                                                                Prepaid         Additional
                                                        Common Stock            Subscriptions    Stock          Paid in
                                                   ----------------------
                                                      Number     Value          Receivable      Compensation    Capital
------------------------------------------------------------------------------------------------------------------------------

August 6, 2003
  Common 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 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                 325,000            325                   (617,500)        617,175

November 6, 2003
  Common stock issued to acquire subsidiary         1,000,000          1,000                                  2,499,000


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

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

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 loss

Foreign currency translation adjustment
                                                  ----------------------------------------------------------------------------
Balance 12-31-03                                   31,638,250    $    31,638    $ (21,566)   $ (928,325)    $ 9,351,302
                                                  ============================================================================






                                                          Deficit               Accumulated
                                                         Accumulated           Foreign Exchange
                                                         During Development    Translation
                                                          Stage                Adjustments       Total
                                                      ------------------------------------------------

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 loss                                                (5,042,785)                        (5,042,785)


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

Balance 12-31-03                                      $ (5,079,805)       $ (102,838)     $ 3,850,406

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

                      See notes to the financial statements

                                       27

<PAGE>


<TABLE>

<CAPTION>

                 KNIGHTSBRIDGE FINE WINES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                                    (AUDITED)
                      CONSOLIDATED STATEMENTS OF CASHFLOWS


                                                        YEAR           FOR PERIOD             FOR PERIOD
                                                       ENDED         OCTOBER 8, 2002       OCTOBER 8, 2002
                                                    DECEMBER 31,   (INCEPTION) THROUGH    (INCEPTION) THROUGH
                                                        2003        DECEMBER 31, 2002     DECEMBER 31, 2003
                                                   ------------------------------------------------------------
<S>                                                                             <C>       <C>
Cash flows from operating activities:

           Net loss                                  $ (5,042,785)            $ (37,020)          $ (5,079,805)

       Adjustment to reconcile net loss to
       net cash used in operating activities:
           Depreciation and amortization-property
            and equipment                                  23,999                                       23,999
           Amortization of deferred financing costs        11,285                                       11,285
           Amortization of debt discount                  241,633                   833                242,466
           Amortization of beneficial conversion feature  123,300                                      123,300


           Repayment of notes payable representing
            amortized discount                           (119,696)                                    (119,696)
           Stock compensation                           2,973,662                                    2,973,662
           Minority interest in loss                      (13,750)                                     (13,750)

           Changes in current assets and liabilities:
           Accounts receivable                            (10,789)                                     (10,789)
           Inventories                                   (440,367)                                    (440,367)
           Prepaids                                        14,843               (68,965)               (54,122)
           Accounts Payable                               579,736                20,152                599,888
           Accrued expenses                               347,989                                      347,989
           Other                                              153                     -                    153
                                                   ------------------------------------------------------------

Net cash used in operating activities                  (1,310,787)              (85,000)            (1,395,787)
                                                   ------------------------------------------------------------


Cash flows from investing activities:

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

Net Cash used in investing activities                    (976,980)                    -               (976,980)
                                                   ------------------------------------------------------------

Cash flows from Financing activites:

           Issuance of common stock                        37,343                                       37,343
           Proceeds from notes payable                  2,781,810               190,000              2,971,810
           Proceeds from issuance of warrants           1,268,190                10,000              1,278,190
           Repayment of note payable not representing
             unamortized                                 (269,116)                                    (269,116)
           Deferred Financing costs                      (320,000)                                    (320,000)
                                                   ------------------------------------------------------------

Net Cash provided by financing activities               3,498,227               200,000              3,698,227
                                                   ------------------------------------------------------------

Foreign Currency Translation effect                           (87)                    -                    (87)
                                                   ------------------------------------------------------------

Net increase in cash                                    1,210,373               115,000              1,325,373

Cash, beginning of period                                 115,000                     -                      -
                                                   ------------------------------------------------------------

Cash, end of period                                $    1,325,373             $ 115,000           $  1,325,373
                                                   --------------             -----------         -------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest             $      128,273             $       -           $    128,273

</TABLE>



                        See notes to financial statements


                                       28
<PAGE>




                         Knightsbridge Fine Wines, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                    (Audited)


1. BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS

         Knightsbridge  Fine Wines, Inc.  ("Knightsbridge")  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.  Knightsbridge 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 economically and strategically 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.  Knightsbridge  further  believed  that by
adopting and applying  consumer  beverage  marketing  principles within the wine
industry it could further  enhance  operating  results  beyond what is currently
achieved by many small and mid-sized  wineries creating a comparative  advantage
for Knightsbridge.

         On August 1, 2003,  Knightsbridge  completed a share exchange with Tech
Net Communications, Inc. (the "Company").  Knightsbridge's shareholders sold all
of their  shares in exchange for 82.89% of the number of  outstanding  shares of
common  stock of the Company on a fully  diluted  basis,  a total of  24,805,000
shares.  For each two shares of  Knightsbridge,  the  shareholders  received one
share  of  the  Company.   The  Company's  name  was  subsequently   changed  to
Knightsbridge  Fine Wines, Inc. on August 13, 2003. Also on August 13, 2003, the
Company  affected  a two for one  forward  stock  split so that  Knightsbridge's
shareholders  received their original number of shares.  Although the Company is
the  legal  parent   company,   the  share   exchange  has  been  treated  as  a
recapitalization  of  Knightsbridge.  Knightsbridge is the continuing entity for
financial reporting purposes.  The Financial Statements have been prepared as if
Knightsbridge  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.

         Most of the Company's  current costs consist  primarily of the expenses
associated with the development  stage activities  associated with executing the
Company's strategy. As a result of its plan to expand its operations through new
internal and external  initiatives to expand revenue growth, the Company expects
these costs to increase.  The Company's  profitability  and success depends upon
its success in  executing  its  strategy to  consolidate  and build an efficient
operation and its ability to raise capital for the  Company's  endeavors.  There
can be no assurance  that the Company  will be able to secure such  financing on
terms,  which are acceptable,  if at all. The failure to secure future financing
with  favorable  terms  could have a material  adverse  effect on the  Company's
business  and  its  ability  to  fund  the   Company's   internal  and  external
initiatives.


                                       29
<PAGE>



         On  November 6, 2003 the Company  acquired  Bodegas y Venedos  Anguinan
S.A. through the Company's  wholly-owned  subsidiary,  KFWBA  Acquisition  Corp,
("KFWBA") a Nevada Corporation. The purchase price consisted of a combination of
U.S. $357,407 (including $157,407 of transaction costs) and one million shares

of the Company's  restricted common stock, valued at the $2,500,000.  The shares
issued to the  former  shareholders  of  Bodegas  are  subject  to a put  option
agreement,  whereby  KFWBA  agreed to purchase the shares in  accordance  with a
schedule over the next 4 years, at a price per share of $2.50.

The Company has guaranteed KFWBA's performance of the puts. Additionally, should
KFWBA default on its obligations  and the Company default on its guarantee,  the
shares of Bodegas would revert to the former shareholders of Bodegas.

         During  2003,  the  majority of the  Company's  revenue was earned from
commissions or sales of product from two wineries. The EOS Winery, with whom the
Company terminated its sales and marketing agreement in November, 2003 (see Note
12) accounted for  approximately  78% of total revenue and Kirkland Ranch Winery
(see Notes 12 and 14) accounted for approximately 10% of total revenue.


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.

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. At December 31,
2003 the Company had on deposit with one U.S. bank  approximately  $1,200,000 in
excess of federal deposit insurance  coverage.  Cash as of December 31, 2003 was
approximately $1,325,000.

Accounts Receivable

         As  of  December  31,  2003,  nearly  all  of  the  Company's  accounts
receivable  is due from a Kirkland  Ranch Winery (Note 14) for which the Company
has a sales and marketing agreement.

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



                                       30
<PAGE>


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.

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,  included as "grapes in process",  a
component of inventory and  recognized in finished goods and/or cost of sales 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 also 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, 2003, Inventory consisted of the following

                  Wine making and packaging materials    $ 110,522
                  Grapes in process                         48,541
                  Finished goods                           671,404
                                                           -------

                  Total                                  $ 830,467
                                                           =======

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                                     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. Amortization of assets held under capital leases is included
in depreciation expense.



                                       31
<PAGE>




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.


Concentrations of Credit Risk

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

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, 2003 due to their short-term nature or their recent creation. Notes
payable and long-term  debt are carried on the balance sheet as $972,310.  Their
fair value, if all convertible  debt were valued based upon the number of shares
that would be received in  conversion  at December  31, 2003  multiplied  by the
$2.05  closing  price  on  the   Over-the-Counter   Bulletin  Board,   would  be
approximately $4,431,000.

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.

Long-Lived Asset Impairment

            The Company addressed the financial accounting and reporting for the
impairment or disposal of long-lived assets by Statement of Financial Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets." In accordance  with Statement  144, the Company  reviews its long-lived
assets for impairment whenever events or changes in circumstances  indicate that
the carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a  comparison  of the  carrying  amount of an
asset to  estimated  undiscounted  cash flows  expected to be  generated  by the
asset.  If the carrying  amount of an asset  exceeds its  estimated  future cash
flows,  an impairment  charge is recognized for the amount by which the carrying
amount  of the asset  exceeds  its fair  value.  Assets  to be  disposed  of are
reported  at the lower of the  carrying  amount or fair value less costs to sell
and are generally no longer  depreciated.  To date, the use of Statement 144 did
not have a material impact on the Company's consolidated financial statements.


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


                                       32
<PAGE>


all of the net deferred tax asset will not be realized. The Company continues to
reduce its net deferred tax assets by a 100% valuation allowance.

Stock-based Compensation

         The Company accounts for stock-based employee compensation arrangements
using the intrinsic value method in accordance with the provisions of Accounting
Principles  Board  (APB)  Opinion  No.  25,  "Accounting  for  Stock  Issued  to
Employees,"  and  complies  with  the  disclosure  provisions  of SFAS  No.  123
"Accounting   for   Stock-Based   Compensation."   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.

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.  As of December  31,  2003,  the
Company does not have any material  investments in variable  interest  entities;
therefore,  the adoption of this interpretation currently will have no impact on
our consolidated financial position or results of operations.


                                       33
<PAGE>



         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.

         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 2003,  the  FASB  issued  SFAS  No.  150,  "Accounting  for  Certain
Financial  Instruments  with  Characteristics  of Both  Liabilities  and Equity"
("SFAS 150"). SFAS 150 changes the accounting for certain financial  instruments
that under previous  guidance  issuers could account for as equity.  It requires
that those  instruments  be classified as  liabilities  in balance  sheets.  The
guidance  in SFAS  150 is  generally  effective  for all  financial  instruments
entered into or modified  after May 31, 2003, and otherwise is effective on July
1, 2003.  The  Company  believes  that SFAS 150  requires  that the put  options
granted as part of the consideration in the Bodegas acquisition be recorded as a
liability.  The  Company  has made no  determination  as to what the  accounting
treatment would have been under the pre SFAS 150 accounting standards.

3. PROPERTY AND EQUIPMENT


             Land                                                  $   117,102

             Cultivated land                                           603,998

             Buildings, improvements and equipment                   1,809,680

                                                                     ---------

                                                                     2,530,780
             Less:  accumulated depreciation and  amortization          23,999

                                                                     ---------

                                                                   $ 2,506,781





                                       34
<PAGE>


      Depreciation  expense was $23,999 for the year ended  December  31,  2003,
none for 2002.


4. LOANS RECEIVABLE

         Pursuant to the initial capitalization and founding of the Company, the
founding  shareholders  owe to the  Company  the par value  associated  with the
initial  stock  issuance.  These  amounts are  reported as a  contra-account  in
shareholders' equity labeled "subscriptions receivable".  Pursuant to a purchase
agreement,  the Company has advanced a loan for $213,369 plus interest at 10% to
Kirkland  Ranch  Winery  (Note 14).  The  Company is  currently  has a marketing
agreement in place with the winery and negotiating a potential purchase Kirkland
Ranch Winery.

5. SHORT-TERM NOTES PAYABLE

         Short-term  notes  payable  consist of eight notes issued from December
2002 to September 2003 at a total  face-value  amount of $725,000.  The original
terms ranged from 90 days to 180 days. Interest ranged from 8% to 12% if paid on
time  and  rose  to  19%   thereafter.   During  2003,   $350,000  of  principal
(representing  five of the notes) was repaid.  The remaining  notes shown on the
December 31, 2003 balance  sheet at their  $375,000  face value are  convertible
into  approximately  211,112  shares at prices  ranging  from $1.50 to $2.00 per
share.  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 notes,  the lenders were given
450,000 warrants, each warrant giving the holder the right, at any time during a
five  year  period  from the date of  issuance,  to  purchase  one  share of the
Company's  common stock at prices  varying from $1.50 to $2.70 per share.  Using
the Black-Scholes model the Company estimated the fair value of the warrants and
allocated $181,820 of the $525,000 proceeds received in 2003, and $10,000 of the
$200,000  proceeds  received  in 2002 to the  warrants  which  was  recorded  as
deferred interest and presented as a discount on the notes payable. The $191,820
was entirely amortized as interest expense during 2003.


         Also,  on the dates of the  issuance  of several of the notes  payable,
Company's  common stock had a closing  price per share on the  Over-the  Counter
Bulletin Board that,  based on the terms of the conversion  associated  with the
notes,  created an intrinsic  value  associated  with the beneficial  conversion
feature  estimated  at $38,006,  which was  recorded as  deferred  interest  and
presented as a discount on the notes payable and as additional  paid-in capital.
The  $38,006 was  entirely  amortized  as  interest  expense  during  2003.  The
effective  interest  rate through  December 31, 2003 on net  principal  recorded
after discounts was approximately 74.4%.


                                       35
<PAGE>



6. LONG-TERM NOTES PAYABLE

     On October 16, 2003, the Company issued a note in the amount of $1,500,000.
The note accrues interest at 7.5% annually with interest  payable  quarterly and
the entire principal  balance due in October 2006. The outstanding  principal on
the note is convertible at any time into shares of the Company's common stock at
$1.80 per share. As part of the note, the Company issued detachable  warrants to
purchase  416,667  shares of the  Company's  common  stock for $2.40 per  share,
exercisable at any time over a five year period from the date of issuance. Using
the Black-Scholes model the Company estimated the fair value of the warrants and
allocated  $374,564 of the proceeds from the debenture 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 to be
taken 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 a closing price
per share on the Over-the Counter Bulletin Board of $3.45. Based on the terms of
the conversion associated with the note, there was an intrinsic value associated
with the  beneficial  conversion  feature  estimated at  $1,125,557,  the entire
proceeds of the note after allocation to the warrants issued, which was recorded
as deferred  interest and presented as a discount on the convertible  debenture,
net of  amortization,  which is being  recorded  as  interest  expense  over the
three-year  term of the note. At December 31, 2003,  the  $1,500,000  face value
note was shown as  $121,161 on the  balance  sheet which was net of  unamortized
discounts.  Based on the  $121,161  carrying  value at December 31, 2003 and the
future  contractual  cash  payments  under  the  debt,  if  not  converted,  the
prospective effective interest rate on the note is approximately 123.5%.

On December 22, 2003, the Company issued a note in the amount of $2,000,000. The
note accrues interest at 7.5% annually with interest  payable  quarterly and the
entire principal balance due in December 2006. The outstanding  principal on the
note is  convertible  at any time into shares of the  Company's  common stock at
$1.80 per share. As part of the note, the Company issued detachable  warrants to
purchase  1,111,111  shares of the  Company's  common  stock for $0.70 per share
exercisable,  at any time over a three year  period  from the date of  issuance.
Using  the  Black-Scholes  model the  Company  estimated  the fair  value of the
warrants and  allocated  $711,927 of the proceeds  from the note 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 to be taken 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
a closing price per share on the Over-the Counter Bulletin Board of $2.04. Based
on the terms of the conversion  associated with the note, there was an intrinsic
value associated with the beneficial  conversion  feature  estimated at $867,482
which was  recorded  as deferred  interest  and  presented  as a discount on the
convertible debenture, net of amortization,  which is being recorded as interest
expense  over the  three-year  term of the  note.  At  December  31,  2003,  the
$2,000,000  face value note was shown as $435,370 on the balance sheet which was
net of unamortized  discounts.  Based on the $435,370 carrying value at December
31, 2003 and the future contractual cash payments under the debt, if not


                                       36
<PAGE>

<TABLE>


converted,  the prospective effective interest rate on the note is approximately
69.7%.

The remaining  $40,779  long-term  debt  (including  the  short-term  portion of
$13,489) consist of the amounts due to an Argentine financial  institution.  The
balance due is  denominated  in US dollars.  Subsequent  to the  December,  2001
devaluation,  the debtors are  permitted  under  Argentine  law to pay US dollar
obligations  at a regulated  ("CER")  rate rather than a market  exchange  rate.
Management's position is that it has the right to pay this debt at the CER rate.
The financial statements reflect this position. The creditor may, however, claim
that this particular obligation is not covered by the relevant Argentine law and
that the Company is obligated to pay in US dollars at the market  exchange rate.
Were the creditor to make this claim and succeed in  establishing  it the amount
due would exceed the amount shown on the balance sheet by approximately $75,000.
Approximately  $13,489  is due in each of 2004,  2005 and 2006.  The note  bears
interest  at a  variable  rate  based  on that  used by an  Argentine  financial
institution for its U.S. dollar  activities.  At December 31, 2003, the rate was
6.67%.

The  maturities of the amounts  recorded on the balance sheet as long-term  debt
and as put option liability are as follows:

2004                          $   181,375
2005                               463,776
2006                               921,618
2007                               393,731
2008                               171,673
                                ----------

Total                         $  2,132,133
                                ==========

7. INCOME TAXES

         The provision for taxes consisted of the following:

                                                               2003             2002
                                                          ------------------------------
<S>                                                                             <C>
         Loss before income taxe                          $ (5,050,000)    $    (37,000)

                                                          =============    =============
     Current                                                      -                -
     Deferred                                                     -                -
                                                          ------------------------------

           Total provision                                        -                -
                                                          ==============================


                                                              2003              2002
                                                          ------------------------------

         Federal income taxes at statutory rate           $ (1,763,000)    $    (13,100)
         State income taxes                                   (253,000)          (1,900)
                                                               -------            -----





                                       37
<PAGE>




         Increase in taxes resulting from:

           Benefit of U.S. tax loss not recognized           1,781,000           15,000
           Benefit of temporary difference from stock
           compensation not recognized                         121,000             -
           Interest expense arising from beneficial
           conversion features not deductible                   79,000             -
           Other, net                                           40,000             -
                                                          ------------------------------
         Provision for income taxes                               -                -
                                                          ==============================

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

                                                              2003                2002
                                                              ----                ----
         Deferred income tax assets:

           Loss and credit carryforwards                  $  1,796,000     $     15,000
           Benefit of temporary difference from stock
           compensation not recognized                         121,000             -


         Other                                                       0             -
                                                          ------------------------------
                                                             1,917,000           15,000
         Less Valuation allowance                            1,917,000           15,000

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


         The valuation  allowance increased by $1,902,000 in 2003, by $15,000 in
the period October 8, 2002 (inception)  through December 31, 2002 and $1,917,000
in the period October 8, 2002 (inception) through December 31, 2003.


         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, 2003, the Company had tax operating  loss  carryforwards
for U.S. federal tax purposes  approximating  $4,490,000  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
carryovers  were also not taken into  consideration  in calculating the deferred
tax assets disclosed above.


8. INTEREST INCOME (EXPENSE), NET

         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



                                       38
<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
                                                                     =======



9. STOCK-COMPENSATION EXPENSE

         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,  as
disclosed in Note 12, 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.


10. BUSINESS COMBINATIONS

         On February 17, 2003,  Knightsbridge  purchased a 56% share position in
Dominion Wines  International  (Dominion),  an Australian wine distributor,  for
$17,501.  This  acquisition was financed by the issuance of 1,000,000  shares of
Knightsbridge,  valued at $17,501 and  Knightsbridge  recorded  $13,750 Minority
Interest.  This  transaction  is  part  of the  company's  strategy  to  build a
diversified  wine  company.  The result of operations of Dominion is included in
the  consolidated  statement of  operations  from the date of  acquisition.  For
financial reporting  purposes,  this acquisition was accounted for as a purchase
business  combination  and this stock  issuance was  accounted for as a non-cash
investing activity.

         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



                                       39
<PAGE>


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
$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
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
                                             ============       ============


                                       40
<PAGE>


         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)



11. SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

         Purchase of assets in subsidiaries in exchange for:


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

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

12. 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 fiscal year.

         Commencing April 21, 2004, the principal corporate office is located at
One Kirkland Ranch Road,  Napa,  California  94558. The property is owned by the
Joint Venture Subsidiary.  Since relocation, our office in Livingston, NJ is the
Company's satellite U.S. office.




                                       41
<PAGE>


         The  Australian  office is  located at 13  Lileura  Avenue,  Beaumaris,
Victoria, AU 3193. There is currently no rent for the space.

Employment Agreements

         On  February  20,  2003,   Knightsbridge  entered  into  an  employment
agreement with Mr. Paul Gardner as an executive of Knightsbridge effective March
1, 2003. Mr. Gardner was to serve at the pleasure of the Board of Directors. Mr.
Gardner's  compensation  will be $125,000  (Australian  Dollars) (US $166,200 at
December  31,  2003) 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 US $22,800.

         On June 1, 2003 Knightsbridge entered into an employment agreement with
Mr. Joe Carr as an executive of  Knightsbridge  effective June 1, 2003. Mr. Carr
will serve at the pleasure of the Board of Director's.  Mr. Carr's  compensation
will be US $125,000  per annum  along with other  similar  employee  benefits as
offered to employees of the Company. Mr. Carr also received a stock grant of
350,000 shares of stock of Knightsbridge.


Sales and Marketing Agreements

         On July 1,  2003,  Knightsbridge  entered  into a sales  and  marketing
agreement with EOS Winery. This agreement was terminated  effective November 30,
2003.

         On August 1,  2003,  the  Company  entered  into a sales and  marketing
agreement with Kirkland Ranch Winery.

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.

Litigation

         On April 14, 2004,  a complaint  was filed by  California  Wine Company
("Stonegate"),  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.  The plaintiff and the Company are currently in settlement  negotiations.
The Company has not accrued an allowance for a loss in this matter,  as there is
no  reason to  believe  that a loss is  probable.  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.



                                       42
<PAGE>



13.      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

14. RECENT DEVELOPMENTS

     Kirkland Knightsbridge Acquisition

         On April 21, 2004 the  Company  acquired a 50%  membership  interest in
Kirkland Knightsbridge,  LLC, a California limited liability company (the "Joint
Venture   Subsidiary"  or  "KKLLC")  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"),  the Joint Venture  Subsidiary,  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),  Knightsbridge  shall,  as  an
additional  capital  contribution,   contribute  to  KKLLC  (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  Initial  Shares,  equals the sum of ten
million dollars ($10,000,000). Because the governing document of KKLLC specifies
that gains or losses on the value of KKLLC'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 KKLLC in the aggregate  amount of $2.4 million to be paid pari
passu  with other debt from any  initial  profits of KKLLC.  The loans have been
eliminated  in  consolidation  and  included  in  the  acquisition  cost  of the
Company's controlling financial interest in KKLLC.


         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 the
Joint Venture Subsidiary.

         Pursuant to the Contribution Agreement,  Kirkland Ranch contributed all
of its assets and certain of its  liabilities  to the Joint Venture  Subsidiary,
including all of the assets of the Kirkland Ranch Winery located in Napa Valley,
California.  The Joint Venture  Subsidiary 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 the  Joint  Venture  Subsidiary  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
Subsidiary  will serve as the  exclusive  bottler of the  Company's  products in
California.

         In connection  with the operations of the Joint Venture  Subsidiary and
subject to the  occurrence  of certain  events,  the Company is required to make
additional cash capital contributions in accordance with the budget to the Joint
Venture  Subsidiary  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 KKLLC 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 matters. The
Company has concluded that KKLLC is a Variable  Interest  Entity under Financial
Interpretation  No. 46 (Revised) - Consolidation of Variable  Interest  Entities
("FIN 46(R)").  Because of the requirement for  Knightsbridge to make additional
capital contributions to fund certain operating expenses and debt payments,  and
the  requirement to make  additional  capital  contributions  should the Company
stock  owned by KKLLC  be  worth  less  than  $10,000,000  on  April  21,  2007,
Knightsbridge  would incur the majority of KKLLC'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 KKLLC, 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  KKLLC  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 KKLLC'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. KKLLC'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 KKLLC'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 KKLLC 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

         Liabilities assumed                     (23,169,684)

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

         Total Allocation of Acquisition Cost   $  5,028,588


Senior Secured Convertible Note Financing


On April 21, 2004, as part of the financing of the Company's purchase of its 50%
membership  interest in the Joint Venture  Subsidiary,  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 the Joint  Venture  Subsidiary.  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,  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


                                       43
<PAGE>


$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.

         It is  anticipated  that for  financial  reporting  purposes the entire
$2,000,000 gross proceeds from the new financing will either be allocated to the
warrants  issued in  connection  with the note or to the  beneficial  conversion
feature  inherent in the note. Asd a result,  a $2,000,000 debt discount will be
created which will eventually be amortized as a charge against income.

         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 secured by, among other things, a mortgage on certain land
and a lien on certain assets,  excluding  inventory,  owned by the Joint Venture
Subsidiary.

         Pursuant to the Contribution Agreement,  Kirkland Ranch contributed all
of its assets and certain of its  liabilities  to the Joint Venture  Subsidiary,
including all of the assets of the Kirkland Ranch Winery located in Napa Valley,
California.  The Joint Venture  Subsidiary 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 the  Joint  Venture  Subsidiary  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
Subsidiary  will serve as the  exclusive  bottler of the  Company's  products in
California.

         In connection  with the operations of the Joint Venture  Subsidiary and
subject to the occurrence of certain  events,  the Company shall make additional
cash capital  contributions  in accordance  with the budget to the Joint Venture
Subsidiary  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


                                       44
<PAGE>


and interest  payments owed under the  Travelers  Note, to risk of forfeiture of
its membership interest.

15. GOING CONCERN

         As of  December  31,  2003,  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 and execute its business strategy. In the event that the Company does
not continue to raise such  required  capital it would raise  substantial  doubt
about the Company's ability to continue as a going concern.

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

16. SEGMENT REPORTING


        At December 31, 2003, the Company had two reportable segments located in
the United States and Argentina. Approximately 47% of the assets were located in
Argentina  but  approximately  1% of the net  loss  and 5% of  sales  were  from
Argentina.  Since the  Argentine  segment was owned by the Company for less than
two months during the year ended December 31, 2003,  any  additional  disclosure
would not be significant.


17. FOREIGN OPERATIONS


       The  Company's  share of the net assets held outside of the United States
totaled approximately $2,785,000 at December 31, 2003.

18.      RESTATEMENT

         These  financial   statements  have  been  restated  from  the  version
originally  filed. The restatement  principally  involves the accounting for the
acquisition of the Bodegas  acquisition,  particularly the put option granted to
the  sellers,  as  described  in Note 10.  There  were also  changes  to certain
disclosures in Notes.



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

         Pursuant  to the Share  Exchange  Agreement  between  the  Company  and
Knightsbridge,  Morgan & Company (the "Former Accountant") resigned as principal
accountants  for  the  Company  and  Marks  Paneth  & Shron  LLP  the  principal
accountants  of  Knightsbridge,  were  appointed  as our  principal  accountants
effective August 1, 2003.

         With regard to Morgan & Company's reports on the Company's consolidated
financial  statements  for the years  ending  March  31,  2002 and March 1, 2003
respectively,  neither of those reports contained an adverse opinion, disclaimer
of opinion, nor were they qualified or modified as to uncertainty,  audit scope,
or accounting principles.

         During the past two  fiscal  years and in the  period  before  Morgan &
Company's  resignation effective August 1, 2003 there were no disagreements with
Morgan & Company on any matter of accounting principles or practices,  financial
statement  disclosure,  or auditing scope or procedures,  which disagreements if
not resolved to the satisfaction of Morgan and Company would have caused them to
make  reference  thereto in their report on the  financial  statements  for such
periods.

         We have had no  disagreements  with  Marks  Paneth & Shron,  LLP on any
matter of accounting practices or principles, financial statement disclosure, or
auditing scope or procedure.

         The  change of  accountants  was  approved  by the  Company's  Board of
Directors and we furnished the resigning  firm with the Form 8-K  disclosing the
change  and such firm to confirm  that they  agreed  with the above  statements.
Their letter  indicating  their  agreement was filed as an amendment to the Form
8-K.


                                       45
<PAGE>



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, 2003, our chief executive  officer and
the principal  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 was disclosed on a timely basis.  Subsequent changes,  however,  rendered
the controls and  procedures not  sufficient to enable timely  disclosure.  As a
result the Company  implementd new procedures and controls and added  additional
personnel to ensure  compliance  with the  Securities  Exchange Act of 1934. The
chief  executive  officer and  principal  financial  officer  conclude  that the
Company's  controls and  procedures  are currently  effective.  This  conclusion
notwithstanding,  it is possible that the delays in providing timely  disclosure
in the Form 10-KSB, resulting from the now corrected control deficiencies, could
interfere with the timely filing for Form 10-QSB for the quarter ended March 31,
2004.

(b) Changes in internal controls

         During the last fiscal  quarter for the fiscal year ended  December 31,
2003,  there were no changes in our internal  control over  financial  reporting
identified in connection with the evaluation required by the Securities Exchange
Act that has  materially  affected,  or is  reasonably  likely  to  affect,  our
internal control over financial reporting.




                                    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, 2003.  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 2003.  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             32   Chairman, President, CEO, Interim CFO and Director
Anthony J. A. Bryan      80   Director
Phillip E. Pearce        74   Director
Paul Gardner             49   Chief Marketing Officer
Charles D. Marin         39   Controller
Joseph Carr              43   Executive Vice President of Sales

         JOEL SHAPIRO,  CHAIRMAN OF THE BOARD, PRESIDENT, CEO, INTERIM CFO. Joel
("Jake") Shapiro is CEO,  President and Chairman of the 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


                                       46

<PAGE>


on-track  to meet our  long-term  goals.  Prior to  joining  Knightsbridge,  Mr.
Shapiro was  President of JS Capital LLC, an east coast based  finance  boutique
specializing in mergers & acquisitions,  and public corporate finance. Since its
founding,  JS Capital has been  engaged  with and financed a variety on 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 has built a strong presence in both apparel and mass media sectors,  and
maintains a number of Hollywood celebrity clients. 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.

         ANTHONY J.A. BRYAN, DIRECTOR.  Anthony J. A. Bryan is a Director of the
Company and has served in this capacity since November 4, 2003. Mr. Bryan is the
former Chairman and CEO of Copperweld Corporation, a 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 the
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.

         PAUL GARDNER,  CHIEF MARKETING  OFFICER.  Paul Gardner is the Company's
Chief Marketing Officer and CEO of Dominion Wines International. Mr. Gardner has
almost thirty years of experience  in the beverage  industry  including the last
thirteen  years in the wine industry  overseeing the  development  and growth of
international marketing and sales programs. Prior to joining Knightsbridge,  Mr.
Gardner founded Dominion Wines  International in 1999. Prior to that, working in
Australia  and the United  States,  he played a critical  role in the growth and
development of a wine group that  eventually  became  Beringer Blass. As part of
this process,  he played a significant  role bringing  Australian style wines to
the US market.  He also  started and  managed  Southern  Cross Wine,  which grew
revenue  to over $40  million  and an EBIT of $10  million in just over 3 years.
Before managing  Southern  Cross, he oversaw the Victorian  operation of Mildara
Wine from the purchase of Wolf Blass  through a further  number of  acquisitions
and brand development.  Prior to entering the wine industry,  Mr. Gardner worked
for the Coca-Cola Company in Australia, eventually becoming the Sales and


                                       47
<PAGE>



Marketing Director with a team of 200 staff and control of a marketing budget of
over $30 million. Mr. Gardner received his BS in Business Management from Monash
University in Australia.

         CHARLES D. MARIN,  CONTROLLER  Charles Marin is the  Controller for the
Company.  Mr. Marin is  responsible  for the  financial  operations  of both the
Company  and  Knightsbridge.  He has  over 14  years  of  accounting  experience
including  seven years of financial  management  experience in the wine industry
specializing in Napa Valley vineyards.  Prior to joining Knightsbridge,  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.

         JOSEPH  CARR,  EXECUTIVE  VICE  PRESIDENT  OF  SALES.  Joe  Carr is 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   Knightsbridge,   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.

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. Anthony J.
A. Bryan and Mr. Phillip E. Pearce.  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.


                                       48
<PAGE>


         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.

         None of the current  members of the Company's Audit Committee have been
designated by the Board of Directors to be a "financial expert," as such term is
defined under rules and  regulations  promulgated by the Securities and Exchange
Commission.  The  Board of  Directors  is  currently  evaluating  candidates  to
potentially designate as its "financial expert." The Board of Directors believes
that  the  members  comprising  the  Audit  Committee,  all  of  whom  have  had
distinguished careers within prominent and sophisticated  business or regulatory
institutions,  have the  requisite  expertise  and  abilities  to fulfill  their
responsibilities on the Audit Committee.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Section  16(a) of the  Securities  Exchange Act requires the  Company's
officers,  directors and persons who own more than 10% of the Company's  capital
stock to file with the SEC  various  reports  as to  ownership  of such  capital
stock.  Such persons are required by SEC regulations to furnish the Company with
copies of all Section  16(a)  reports they file.  Based solely on the  Company's
review of the copies of such  reports,  the  Company  believes  that  during the
fiscal year 2003, all such reports were timely filed with the Commission, except
that  Anthony  J.A.  Bryan and  Phillip  E.  Pierce  each  filed a late  initial
statement of beneficial ownership on Form 3.

CODE OF ETHICS

         The Company  did not have a written  code of ethics for the 2003 fiscal
year. On May 2, 2004,  the Company  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 the Company for the fiscal years ended  December
31,  2003,  2002 and 2001 for each  person  who  served as the  Company's  Chief
Executive  Officer  ("CEO")  and the other  most  highly  compensated  Executive
Officers with annual compensation in excess of $100,000 for the fiscal year.


                                       49
<PAGE>


<TABLE>

<CAPTION>

                           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,   2003     0            0            0             0             0            0            114,500
        Chairman,       2002     0            0            0             0             0            0            0
        President and   2001     0            0            0             0             0            0            0
        CEO

        Paul Gardner,   2003     125,000(1)   0            0             0             0            0            22,800(2)
        Chief           2002     0            0            0             0             0            0            0
        Marketing       2001     0            0            0             0             0            0            0
        Officer
        Joseph Carr,    2003     125,000(1)   0            0             0             0            0            0
        Executive       2002     0            0            0             0             0            0            0
        Vice            2001     0            0            0             0             0            0            0
        President of
        Sales
        Jayeson         2003     0            0            0             0             0            0            0
        Carmichael,     2002     0            0            0             0             0            0            0
        Former          2001     0            0            0             0             0            0            0
        President
</TABLE>


(1) Mr.  Gardner  and Mr.  Carr  are  each  compensated  by  Knightsbridge,  the
Company's wholly owned subsidiary.

(2) Mr. Gardner received 986,700 shares of  Knightsbridge's  common stock valued
at $22,800.

We did not grant any  options or stock  appreciation  rights to the  individuals
named in the above table during the fiscal year ended December 31, 2003.

The  individual  listed in the  above  table  did not own any  options  or stock
appreciation rights as of December 31, 2003.

As of December 31, 2003, 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, 2003 and are  currently
accruing. On November 4, 2003, Mr. Bryan received a grant of 325,000 shares of


                                       50
<PAGE>


common stock of the Company.  On December 11, 2003, Mr. Pearce  received a grant
of 250,000  shares of common stock of the  Company.  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.

EMPLOYMENT AGREEMENTS

         On  February  20,  2003,   Knightsbridge  entered  into  an  employment
agreement with Mr. Paul Gardner as an executive of Knightsbridge effective March
1, 2003.  On August 1, 2003, as a result of the share  exchange,  he also became
the Chief  Marketing  Officer  of the  Company.  Mr.  Gardner  will serve at the
pleasure of the Board of  Director's.  Mr.  Gardner's  compensation  is $125,000
(Australian  Dollars) 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 June 1, 2003,  Knightsbridge  entered into an  employment  agreement
with Mr. Joe Carr as an executive of  Knightsbridge  effective  June 1, 2003. On
August 1, 2003, as a result of the share exchange,  he also became the Company's
Executive  Vice  President of Sales.  Mr. Carr will serve at the pleasure of the
Board of Director's.  Mr. Carr's  compensation  is $125,000 per annum along with
other similar employee benefits as offered to employees of the Company. Mr. Carr
also received a stock grant of 350,000 shares of stock of Knigtsbridge.

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 21,  2004,  we had a total of  31,568,250  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 21, 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


                                       51
<PAGE>

<TABLE>


otherwise  indicated.  Beneficial ownership consists of a direct interest in the
shares of common stock except as otherwise indicated.


       Name and Address                  Amount of Beneficial Ownership       Percentage
                                                                               Of Voting of
                                                                              Securities (1)
<S>                                                                             <C>

Joel Shapiro                                     14,091,050                       44.64%
CEO, President, Chairman
65 Shrewsbury Rd
Livingston, NJ 07039

Gryphon Master Fund, L.P                         11,111,112 (2)                   26.03%
100 Crescent Court, Suite 490
Dallas, Texas 75201

Anthony J. A. Bryan                                 325,000                        1.03%
Director
2525 North Ocean Blvd
Gulfstream, FL 33483

Phillip E. Pearce                                   250,000                        0.79%
Director
6624 Glenleaf Court
Charlotte, NC  28270

Paul Gardner                                      1,897,000 (3)                    6.01%
Chief Marketing Officer
13 Lileura Avenue
Beaumaris
Victoria, AU 3193

James McCubbin (4)                                  300,000                        0.95%
38 Maybaugh Lane
Annapolis, MD 21403

Joseph Carr                                         350,000                        1.11%
Executive Vice President of Sales
659 Western Avenue
Albany, NY 12203

Barry Alexander                                   1,800,000                        5.70%
33948 N. 81st Street
Scottsdale, AZ 85262

TriPoint Capital Advisors, LLC                    1,246,000                        3.95%
400 Professional Drive, Ste 310
Gaithersburg, Maryland 20879

All directors and officers as a group            20,659,050                       65.44%
(8 persons)

</TABLE>

                                       52
<PAGE>



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) Includes the right,  as of April 21, 2004, to convert the  convertible  note
    held by  Gryphon  into  3,055,556  shares of common  stock and  warrants  to
    purchase 8,055,556 shares of common stock.

(3) Mr.  Gardner  is a one  hundred  (100%)  percent  shareholder  of PLS  Super
    Annuation Fund, which owns 1,897,000 of our voting shares.

(4) Mr. McCubbin  served as Chief  Financial  Officer of the Company from August
    1st through  December 31st. Mr. McCubbin  continues to serve as a consultant
    to the  Company,  but no  longer  acts in the  capacity  of Chief  Financial
    Officer and, as such, he no longer certifies our filings with the Securities
    and Exchange Commission.  Mr. McCubbin's  compensation was less than $60,000
    in 2003.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         This  information  is included in Part II, Item 5 of this Annual Report
on Form 10-KSB.

CHANGES IN CONTROL

         The  Company  is not aware of any  arrangements  which may  result in a
change in control of the Company.



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We  currently   sublease  our  U.S.  satellite  office  located  at  65
Shrewsbury Road, Livingston,  NJ 07039 pursuant to a verbal lease agreement with
JS Capital,  LLC, a company wholly owned by Joel Shapiro.  JS Capital  currently
does not charge the Company for this space.

         We  currently  sublease  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  wholly  owned by Paul  Gardner.  The
Company is currently not charged any rent for this space.



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

(a) Exhibits.

Exhibit Number          Description

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).

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      Amendment to the Articles of Incorporation of the Company.


                                       53
<PAGE>


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)).

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).


                                       54
<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).

14.1     Code of Ethics of the Company.

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).

21.1     List of Subsidiaries.

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.



                                       55
<PAGE>



(b) Reports on Form 8-K

         1.)      On August 1, 2003 the Company  filed a Form 8-K under items 1,
                  2,  5, 6 and 7  with  the  security  and  exchange  commission
                  describing  a  share  exchange   agreement   between  Tech-Net
                  Communications,  Inc. and Knightsbridge  Fine Wines,  Inc., as
                  amended on October  15,  2003,  December 1, 2003 and March 15,
                  2004.

         2.)      On October 16, 2003 the Company filed a Form 8-K under items 5
                  and 7 with the Securities and Exchange Commission describing a
                  convertible debt financing that the Company had undertaken.

         3.)      On November 10, 2003 the Company  filed a Form 8-K under items
                  2 and 7 with the Securities and Exchange Commission describing
                  the closing of our acquisition of Bodegas Anguinan Winery,  as
                  amended on March 12, 2004.

         4.)      On December 22, 2003 the Company  filed a Form 8-K under items
                  5 and 7 with the Securities and Exchange Commission describing
                  a convertible debt financing that the Company had undertaken.

         5.)      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 of its purchase of the 50% membership  interest in
                  the  Joint   Venture   Subsidiary   and  the  senior   secured
                  convertible note financing that the Company had undertaken.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES
         The aggregate fees billed for professional  services rendered by Morgan
& Company and Marks,  Paneth,  and Shron,  LLP for the audit of the registrant's
annual financial  statements and review of financial  statements included in the
registrant's  Form  10-QSB  or  services  that  are  normally  provided  by  the
accountant in connection  with statutory and  regulatory  filings or engagements
for fiscal years 2002 and 2003 were $22,500 and $141,116, respectively.

(2) AUDIT-RELATED FEES NONE

(3) TAX FEES
NONE

(4) ALL OTHER FEES
NONE



                                       56
<PAGE>




(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.




















                                       57
<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.


                                        Knightsbridge Fine Wines, Inc.

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

                                        Date:    November 2, 2004

             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:     November 2, 2004

                                        By:
                                                 -------------------------------
                                                  Anthony J.A. Bryan,
                                                  Director

                                        Date:     November 2, 2004

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

                                        Date:    November 2, 2004

                                        By:    /s/ Charles Marin
                                                 -------------------------------
                                                 Charles Marin
                                                 Director, Controller

                                        Date:    November 2, 2004

                                        By:
                                                 -------------------------------
                                                   Larry Kirkland
                                                   Director

                                        Date:    November 2, 2004

                                        By:
                                                 -------------------------------
                                                   Joseph Carr
                                                   President

                                        Date:    November 2, 2004

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

                                        Date:    November 2, 2004



                                       58
<PAGE>




EXHIBIT 3.2

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                                       FOR
                          TECH-NET COMMUNICATIONS, INC.


    Pursuant to the  provisions  under the Nevada  Revised  Statutes  78.385 and
78.390,  the undersigned  hereby adopts the following  Articles of Amendment for
TECH-NET COMMUNICATIONS INC. (the "Company"):

1. Name of the Corporation: Tech-Net Communications, Inc.

2. The articles have been amended as follows:

ARTICLE I

    The name of the Corporation is Knightsbridge Fine Wines, Inc.

3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series,  or as may be required by the provision of the articles of
incorporation  have voted in favor of the  amendment  is  7,994,025  (15,988,050
post-split) shares representing 53.4% of the outstanding shares.


Signatures


------------------------
Joel Shapiro
Chairman, President, CEO



<PAGE>




EXHIBIT 10.11
                              EMPLOYMENT AGREEMENT


                AGREEMENT  made as of this  20th  day of  February,  2003 by and
between KNIGHTSBRIDGE FINE WINES, INC., a Nevada corporation, with an address at
65 Shrewsbury Road,  Livingston,  New Jersey 07039 (the  "Corporation") and PAUL
GARDNER,  residing at 13 Lileura  Avenue,  Beaumaris,  Victoria 3193,  Australia
(Gardner).

                               W I T N E S S E T H

                WHEREAS,   the  Corporation  wishes  to  employ  Gardner  as  an
executive employee of the Corporation on a full time basis and Gardner wishes to
accept such employment; and

                WHEREAS, the Corporation considers the availability of Gardner's
services to be important to the successful conduct of the Australian  operations
of the Corporation's  business and desires to secure for itself the availability
of his services; and

                WHEREAS,   Gardner   desires  to  become  an   employee  of  the
Corporation  and serve in such  capacities  and  perform  all such duties as the
Board of Directors of the Corporation shall assign.

                NOW  THEREFORE,  in  consideration  of the  premises  and mutual
covenants and  obligations  hereinafter  set forth the  Corporation  and Gardner
hereby agree as follows:

                1. Employment.  The Corporation hereby employs Gardner on a full
time basis as an  executive  employee  of the  Corporation  and  Gardner  hereby
accepts such full time employment,  on the terms and conditions  hereinafter set
forth.  The  Corporation  agrees  that,  as  his  initial  position   hereunder,
contemporaneously  herewith,  the Board of  Directors of the  Corporation  shall
initially  elect  Gardner  to the  office  of  Chief  Marketing  Officer  of the
Corporation.  Gardner  shall  have such  titles  and such  authority  as, in the
opinion  of  the  Board  of  Directors  of  the  Corporation,  is  necessary  or
appropriate  for  him to  carry  out  his  duties  and  obligations  under  this
Agreement.

                2. Services.  During the term hereof, Gardner shall use his best
efforts  and devote all of the  necessary  business  time and  attention  to the
performance of such responsibilities and duties.

                3. Term.
                   (a) Except as  otherwise  provided in this  Agreement  to the
contrary,  the terms and conditions of this Agreement,  and Gardner's employment
hereunder, shall be and remain in effect during the period of employment





<PAGE>





("Employment  Period")  established  under this Section 3. The Employment Period
shall  be for a term  commencing  on  March  1,  2003  until  such  time as such
employment is terminated by the Board of Directors of the Corporation.  It being
understood  and  agreed  that the  employment  of  Gardner  is  totally,  in all
respects, at the pleasure of the Board of Directors of the Corporation.

                   (b)   Notwithstanding   anything  herein   contained  to  the
contrary, Gardner's employment with the Corporation may be terminated during the
Employment Period, with or without cause.

                4.  Compensation.  In  consideration  for  services  rendered by
Gardner under this Agreement, the Corporation shall pay to Gardner a base salary
("Base  Salary") at an annual rate equal to A$125,000  Dollars  (A$125,000)  per
annum  payable in equal  monthly  installments  or in such  other  manner as the
parties shall mutually agree.

                5. Employee Benefits Plans. Except as otherwise provided in this
Agreement,  Gardner  shall,  during  the  Employment  Period,  be  treated as an
employee  of the  Corporation  and be  entitled  to  participate  in and receive
benefits under any employee  benefit plan,  fringe  benefit plan,  retirement or
pension plan, incentive savings plan, stock option and appreciation rights plan,
or any other incentive  compensation plan instituted and maintained from time to
time by the  Corporation,  in accordance  with the terms and  conditions of such
employee benefit and compensation  plans and programs,  which may by their terms
exclude certain categories of full time and/or executive employees.

                6. Working Facilities and Expenses.

                   (a)  Gardner's   principal  place  of  employment   shall  be
initially located in Australia. Gardner shall spend approximately six months per
year in the United States overseeing US marketing operations.

                   (b)  Business and Travel.  The  Corporation  shall  reimburse
Gardner for his ordinary and  necessary  business  expenses,  including  without
limitation,  travel and entertainment expenses,  incurred in connection with the
performance of his duties under this Agreement,  upon timely presentation to the
Corporation  of an  itemized  account  of  such  expenses  in  such  form as the
Corporation may reasonably require.

                7.  Termination.  Upon the  termination of Gardner's  employment
with the Corporation,  the Corporation  shall pay and provide to Gardner (i) his
earned but unpaid  Base  Salary  through  the date of  termination  and (ii) the
benefits,  if any, to which he is entitled as a former full time employee  under
the  Corporation's  employee  plans  and  programs  and  compensation  plans and
programs described in Section 5. All compensation and benefits shall cease on


                                        2



<PAGE>



and as of the date of any such  termination.  The Corporation and Gardner hereby
stipulate  that the  payments  and  benefits  provided  under this Section 7 are
reasonable under the circumstances for all purposes.  Upon termination,  Gardner
shall be offered to  re-purchase  his laptop  computer and fax machine at market
values.

                8. Termination For Cause.  The Corporation  shall be entitled to
terminate  Gardner's  employment with the Corporation at any time: (a) for cause
which for purposes of this Agreement shall mean a discharge because Gardner: (i)
has   intentionally   engaged  in  dishonest  conduct  in  connection  with  his
performance  of services for the  Corporation or has been convicted of a felony;
(ii) is in any way enjoined or otherwise  prohibited  from performing any or all
of  his  duties  hereunder  as  the  result  of  the  enforcement  or  attempted
enforcement of any restrictive  agreement entered into by Gardner at any time in
the past,  present or future;  (iii) has  materially  breached the terms of this
Agreement  and he fails to cure such  breach  within  sixty (60) days  following
written  notice  thereof  from  the  Corporation;  or  (b)  Gardner's  death  or
disability (as used herein "disability" shall mean mental or physical incapacity
which  prevents  Gardner from  actively  fulfilling  his duties  hereunder for a
period of four (4) months in any  consecutive  twelve  (12) month  period).  All
compensation  and  benefits  shall  cease  on  and as of the  date  of any  such
termination for cause.  The  Corporation  and Gardner hereby  stipulate that the
payments and benefits  provided  under this Section 8 are  reasonable  under the
circumstances for all purposes.

                9.  Termination  Without  Cause.  The  Board  of  Directors  may
terminate  the  employment of Gardner at any time on and after the Trigger Date,
with or without cause, in its sole and absolute discretion. All compensation and
benefits  shall  cease on and as of the date of any  such  termination.  Gardner
shall be paid a six month salary severance package if terminated without cause.

                9. Non-Competitive Restrictions.

                   (a)  During  the Term of this  Agreement,  Gardner  shall not
directly or  indirectly  in any  capacity  engage in any business nor render any
services to or for any person,  firm or corporation engaged in the Corporation's
business other than the Corporation,  except as and to the extent  authorized by
the Board of Directors of the Corporation or its successor in interest;

                   (b)  During  the Term of this  Agreement  and for a period of
eighteen (18) months immediately following the termination of this Agreement for
any reason whatsoever (including  expiration),  Gardner shall not for any reason
whatsoever,  directly  or  indirectly,  for  himself  or  on  behalf  of,  or in
conjunction with, any other person, persons, company,  partnership,  corporation
or business entity, whether profit or not-for-profit:


                                        3

<PAGE>



                                  (i) Call upon, contact,  divert,  influence or
                         solicit  or  attempt  to call  upon,  contact,  divert,
                         influence  or solicit any  customer or customers of the
                         Corporation,  any subsidiary of the Corporation  and/or
                         its  successor  in  interest   (together,   hereinafter
                         sometimes referred to as the Covenant Entities);

                                  (ii)  divulge the names and  addresses  or any
                         information  concerning  any customer of or supplier of
                         goods and/or services to the Covenant Entities; and/or

                                  (iii)  own,  manage,   operate,   control,  be
                         employed  by,  participate  in or be  connected  in any
                         manner with the  ownership,  management,  operation  or
                         control  of the  same,  similar,  or  related  line  of
                         business  as that now or at any time during the term of
                         this  Agreement  carried  on by  any  of  the  Covenant
                         Entities.


                   (c) Gardner  represents  and warrants to each of the Covenant
Entities  that he has  substantial  experience  and  abilities in various  other
fields  of  endeavor  and that any such  restrictions  will not have a  material
adverse impact on his ability to obtain and maintain gainful  employment  should
his employment with any Covenant Entity be terminated or otherwise end.

                   (d) In the  event it is  determined  by a court of  competent
jurisdiction  that any provision of this Section 9 exceeds the time,  geographic
or other  limitations  permitted by the governing  law of this  Agreement or any
other  applicable law in any  jurisdiction,  then such provision shall be deemed
limited to the  maximum  time,  geographic  or other  limitations  permitted  by
applicable  law and the  remainder  of this  Section 9 shall remain valid and in
effect.

                   (e) This  Section  shall in no way limit  the other  remedies
available to the  Corporation in accordance with any other Section hereof or any
applicable laws.

                10. Confidentiality and Non-Disclosure.

                   (a) As the result of his duties  Gardner  will have access to
some or all of the confidential  information pertaining to the Covenant Entities
businesses.  It is agreed that Confidential Information of the Covenant Entities
includes, but is not limited to:

                                  (i) The ideas, methods, techniques, formats,



                                        4
<PAGE>


                         formulae,    specifications,    procedures,    designs,
                         processes,  systems,  control, data and software and/or
                         hardware  products which are unique or proprietary  to,
                         or a trade secret of any of the Covenant Entities;

                                  (ii)  all  customer,  pricing,  financial  and
                         marketing  information  pertaining to the businesses of
                         any of the Covenant Entities;

                                  (iii)  all  operations,  sales,  training  and
                         other knowledge or materials utilized in the businesses
                         of any of the Covenant Entities;

                                  (iv) all other information now in existence or
                         developed  in the future  which is similar in nature to
                         any of the foregoing; and

                                  (v)  all   information   which  is  marked  as
                         confidential  or explained to be confidential or which,
                         by its nature, is confidential.

                   (b) Gardner  understands that he will necessarily have access
to  some  or  all  of  the  Confidential  Information.  Gardner  recognizes  the
importance of protecting  the  Confidentiality  and secrecy of the  Confidential
Information  and,  therefore,  agrees to use his best  efforts  to  protect  the
Confidential  Information from unauthorized disclosure to other persons. Gardner
understands  that  protecting the  Confidential  Information  from  unauthorized
disclosure is critically  important to the success and competitive  advantage of
each of the  Covenant  Entities  and that  the  unauthorized  disclosure  of the
Confidential Disclosure would greatly damage the Covenant Entities.

                   (c)  Gardner   agrees  not  to  disclose   any   Confidential
Information to others or use any  Confidential  Information  for his own benefit
without the express written consent of the Board of Directors of the Corporation
or governing body of the Covenant Entity to which such Confidential  Information
belongs.  Gardner agrees to  immediately  return all  Confidential  Information,
including  any  copies  in his  possession  upon  the  request  of the  Board of
Directors of the  Corporation  or the governing  body of the Covenant  Entity to
which such Confidential Information belongs.

                11. Enforcement of Covenants.

                   (a) The  covenants  set forth  herein on the part of  Gardner
shall be construed as an agreement  independent  of any other  provision in this
Agreement and the  existence of any claim or cause of action of Gardner  against
the Corporation,  whether  predicated on this Agreement or otherwise,  shall not
constitute a defense to the  enforcement by any of the Covenant  Entities of the
Covenants contained herein.

                   (b) Employee acknowledges that irreparable damage will result


                                        5

<PAGE>



to the Covenant  Entities in the event of the breach of any  covenant  contained
herein and Gardner  agrees that in the event of such breach,  any one or more of
the Covenant Entities affected by such breach shall be entitled,  in addition to
any and all other legal or equitable remedies and damages, to a temporary and/or
permanent injunction to restrain the violation thereof by Gardner and all of the
persons acting for or with Gardner.

                                  (c) It is specifically understood and agreed
by Gardner that each of the
Covenant Entities shall have the right to enforce the provisions of this Section
11 as against Gardner as it relates to such any such entity

                12. Representations and Warranties; Investigation.

                   (a) Gardner  represents  and warrants  that he is not now and
will  not be on the  date of  commencement  of  this  Agreement  a party  to any
agreement,  contract  or  understanding,   whether  of  employment,  agency,  or
otherwise,  which would in any way conflict with,  restrict or prohibit  Gardner
from  undertaking  and  performing  his duties in accordance  with the terms and
provisions of this  Agreement,  and that Gardner has the full right and power to
enter  into and to  perform  this  Agreement  in  accordance  with its terms and
provisions.

                   (b)  Gardner  agrees  that  before and at any time during his
employment that the Corporation,  in its discretion,  may investigate  Gardner's
background to confirm that Gardner has not filed for bankruptcy (or similar debt
relief  status) and has no prior  criminal  record.  For this  purpose,  Gardner
specifically  hereby authorizes the Corporation to obtain such background checks
and other information as may be useful.

                13.  Successors  and Assigns.  This  Agreement will inure to the
benefit of and be binding upon  Gardner,  his legal  representatives,  heirs and
successors,  and the  Corporation,  its  successors  and assigns,  including any
successor by a merger or consolidation or statutory receiver or any other person
or firm or  corporation  to which all or  substantially  all of the  assets  and
business of the Corporation may be sold or otherwise transferred.

                14. Notices.  Any communication to a party required or permitted
under this  Agreement  including any notice,  direction,  designation,  consent,
instruction,  objection  or waiver shall be in writing and shall be deemed to be
given at such time as it is  delivered  personally,  or the  earlier of (i) five
days  after  sending  or (ii) one day after the first  attempted  delivery  on a
non-holiday  weekday in the  locality of the noticed  party (as  indicated  on a
return  receipt  or  records  of the  carrier),  if sent,  all fees and  charges
prepaid,  by US Postal Service Express Mail, return receipt  requested,  or by a
recognized international Package expedited delivery service (e.g. Fedex, DHL and
companies of similar stature) requiring a receipt against delivery, in each case
addressed to such party at the address  listed below or at such other address as
one such party may by written notice specify to the other:





                                        6

<PAGE>




           If to  Gardner:

           Paul Gardner
           13 Lileura Avenue
           Beaumaris, Victoria
           3193
           Australia





                         -With a copy by like notice to-



           If to the Corporation:      Knightsbridge Fine Wines, Inc.
                                       c/o Joel A. Shapiro, Chairman
                                       65 Shrewsbury Road
                                       Livingston, New Jersey 07039

                         -With a copy by like notice to-

                                       Richard Rosenblum, Esq.
                                       Kaufman,, Feiner, Yamin, Gilden & Robbins
                                       777 Third Avenue 24th Floor
                                       New York, NY 10017


Additionally, notice may be given by facsimile transmission, but any such notice
shall not be deemed given or effective  unless such  facsimile  transmission  is
acknowledged  as to  receipt in a return  facsimile  or other  writing  from the
noticed party and, if so acknowledged,  shall be deemed effective as of the date
of such acknowledgment.


                15. Limited Recourse.  Gardner agrees that he shall look only to
the Corporation  for performance of any obligations  hereunder and that he shall
have and seek no recourse  against any officer,  director and/or  shareholder of
the Corporation.

                16. Severability. A determination that any provision of this



                                        7
<PAGE>




Agreement  is  invalid  or  unenforceable  shall  not  affect  the  validity  or
enforceability of any other provision hereof.

                17. Waiver. Failure to insist upon strict compliance with any of
the terms,  covenants or conditions  hereof shall not be deemed a waiver of such
term, covenant or condition. A waiver of any provision of this Agreement must be
made in writing,  designated  as a waiver,  and signed by the party against whom
its enforcement is sought.  Any waiver or  relinquishment  of any right or power
hereunder   at  any  one  or  more  times  shall  not  be  deemed  a  waiver  or
relinquishment of such right or power at any other time or times.

                18.  Survival.  Any  provisions in this  Agreement that by their
nature encompass  obligations extending beyond the termination of this Agreement
shall survive the termination of this Agreement.

                19.  Governing  Law.  This  Agreement  shall be  governed by and
construed  and  enforced in  accordance  with the laws of the State of New York,
without reference to conflicts of law principles.

                20. Headings. The headings of Sections in this Agreement are for
convenience of reference only and are not intended to qualify the meaning of any
Section.  Any  reference  to a Section  number  shall refer to a Section of this
Agreement, unless otherwise stated.

                21. Entire Agreement;  Modifications.  This instrument  contains
the entire Agreement of the parties  relating to the subject matter hereof,  and
supersedes  in its  entirety  any and all prior  Agreements,  understandings  or
representations  relating to the subject matter hereof. No modifications of this
Agreement  shall be valid  unless  made in  writing  and  signed by the  parties
hereto.

                IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be executed by its an officer thereof,  thereunto duly  authorized,  and Gardner
has hereunto set his hand, both as of the date and year first written above.

                                            KNIGHTSBRIDGE FINE WINES, INC., a
                                            Nevada corporation




                                            By:
                                                --------------------------
                                                Joel A. Shapiro, Chairman


                                                --------------------------
                                                Paul Gardner, Individually




<PAGE>





                              EMPLOYMENT AGREEMENT
                              --------------------


                AGREEMENT made as of this 27th day of June,  2003 by and between
KNIGHTSBRIDGE  FINE WINES,  INC.,  a Nevada  corporation,  with an address at 65
Shrewsbury Road, Livingston, New Jersey 07039 (the "Corporation") and JOESEPH L.
CARR, residing at 659 Western Ave, Albany N.Y 12203 ("Carr").

                               W I T N E S S E T H

                WHEREAS,  the  Corporation  seeks the  employment  of Car as its
Executive  Vice-President  Sales and  Marketing  because  of his  presidency  of
Mildara Blass Wines, Inc.; his extensive  knowledge of the wine industry and the
methods of sales and marketing wines; his knowledge of the wine industry and the
methods of sales and marketing wines;  his knowledge of price points,  customers
and the wholesale wine industry; and

                WHEREAS,  the Corporation  wishes to employ Carr as an executive
employee of the  Corporation on a full time basis and Carr wishes to accept such
employment; and

                WHEREAS,  the Corporation  considers the  availability of Carr's
services to be  important to the  successful  conduct of the  operations  of the
Corporation's  business and desires to secure for itself the availability of his
services; and

                WHEREAS,  Carr desires to become an employee of the  Corporation
and  serve in such  capacities  and  perform  all such  duties  as the  Board of
Directors of the Corporation shall assign.

                NOW  THEREFORE,  in  consideration  of the  premises  and mutual
covenants and obligations  hereinafter set forth the Corporation and Carr hereby
agree as follows:

                1.  Employment.  The  Corporation  hereby employs Carr on a full
time basis as an executive  employee of the  Corporation and Carr hereby accepts
such full time  employment,  on the terms and conditions  hereinafter set forth.
The Corporation agrees that, as his initial position hereunder,





<PAGE>





contemporaneously  with the  commencement  of term of employment (as hereinafter
defined),  the Board of Directors of the Corporation  shall initially elect Carr
to the office of Executive Vice President of Sales & Marketing.  Carr shall have
such titles and such  authority  as, in the opinion of the Board of Directors of
the Corporation, is necessary or appropriate for him to carry out his duties and
obligations under this Agreement.

                2.  Services.  During the term  hereof,  Carr shall use his best
efforts  and devote all of the  necessary  business  time and  attention  to the
performance of such responsibilities and duties.

                3. Term.

                         (a) Except as otherwise provided in this Agreement to
the contrary, the terms and conditions of this
Agreement, and Carr's employment hereunder, shall be and remain in effect during
the period of employment ("Employment Period") established under this Section 3.
The Employment  Period shall be for a term commencing on July 1, 2003 until such
time  as  such  employment  is  terminated  by the  Board  of  Directors  of the
Corporation.  It being  understood  and agreed  that the  employment  of Carr is
totally,  in all  respects,  at the  pleasure of the Board of  Directors  of the
Corporation.

                         (b) Notwithstanding anything herein contained to the
contrary,  Carr's  employment with the Corporation may be terminated  during the
Employment Period, with or without cause.

                4. Compensation.  In consideration for services rendered by Carr
under this  Agreement,  the  Corporation  shall pay to Carr a base salary ("Base
Salary")  at an  annual  rate  equal  to One  Hundred  Thirty  Thousand  Dollars
($130,000)  per annum  payable in equal  monthly  installments  or in such other
manner as the parties shall mutually agree.  As a signing bonus,  Mr. Carr shall
be issued 100,000 shares of common stock in Knightsbridge Fine Wines, and a five
year warrant to purchase 0ne hundred thousand  (100,000)  shares  exercisable at
$4.00 per share. This warrant to shall vest immediately upon execution of this



<PAGE>


agreement and is non-revocable.  The Corporation further agrees that in addition
to the above  referenced  Base  Salary  and  Signing  Bonus,  Carr shall also be
entitled to a bonus plan to be mutually  agreed upon by himself and the Board of
Directors and subject of a separate  document  which shall be made a part hereof
as is set forth in full herein.

                5. Employee Benefits Plans. Except as otherwise provided in this
Agreement,  Carr shall,  during the Employment Period, be treated as an employee
of the Corporation and be entitled to participate in and receive  benefits under
any employee  benefit plan,  fringe  benefit  plan,  retirement or pension plan,
incentive savings plan, stock option and appreciation  rights plan, or any other
incentive  compensation  plan instituted and maintained from time to time by the
Corporation,  in  accordance  with the terms  and  conditions  of such  employee
benefit and  compensation  plans and programs,  which may by their terms exclude
certain categories of part time and/or executive employees.

                6. Working Facilities and Expenses.

                         (a) Carr's principal place of employment shall be
initially located in New York.
                         (b) Automobile. The Corporation shall provide Carr with
a monthly car allowance of Five Hundred Dollars ($500.00), for each month during
the Employment Period,  subject to increase in the sole and absolute  discretion
of the Board of Directors

                         (c) Business and Travel. The Corporation shall
reimburse  Carr for his  ordinary and  necessary  business  expenses,  including
without limitation,  travel and entertainment  expenses,  incurred in connection
with  the  performance  of  his  duties  under  this   Agreement,   upon  timely
presentation to the Corporation of an itemized  account of such expenses in such
form as the Corporation may reasonably require.

                         (d) Vacation:  Mr. Carr shall be entitled  to a minimum
of four weeks paid vacation per year,  which accrual shall commence  immediately
upon  execution of this  agreement.  No more than one week in any quarter may be
taken without prior approval from the CEO or COO.




<PAGE>


                7.  Termination.  The Corporation shall be entitled to terminate
Carr's  employment  with the  Corporation at any time, with or without cause, in
the sole and absolute  discretion of the Board of Directors of the  Corporation.
Upon the termination of Carr's employment with the Corporation,  the Corporation
shall pay and provide to Carr (i) his earned but unpaid Base Salary  through the
date of termination and (ii) the benefits,  if any, to which he is entitled as a
former full time employee  under the  Corporation's  employee plans and programs
and compensation  plans and programs described in Section 5 ("Accrued but Unpaid
Compensation").  All compensation and benefits shall cease on and as of the date
of any such  termination.  The  Corporation  and Carr hereby  stipulate that the
payments and benefits  provided  under this Section 7 are  reasonable  under the
circumstances for all purposes.

                8.  Termination  For  Cause.  If  the  Corporation   shall  have
terminated Carr's employment, in its sole and absolute discretion: (a) for cause
which for purposes of this  Agreement  shall mean a discharge  because Carr: (i)
has   intentionally   engaged  in  dishonest  conduct  in  connection  with  his
performance  of services for the  Corporation or has been convicted of a felony;
(ii) is in any way enjoined or otherwise  prohibited  from performing any or all
of  his  duties  hereunder  as  the  result  of  the  enforcement  or  attempted
enforcement of any restrictive agreement entered into by Carr at any time in the
past,  present  or  future;  (iii)  has  materially  breached  the terms of this
Agreement  and he fails to cure such  breach  within  sixty (60) days  following
written notice thereof from the  Corporation;  or (b) Carr's death or disability
(as used herein  "disability"  shall mean mental or  physical  incapacity  which
prevents Carr from actively fulfilling his duties hereunder for a period of four
(4) months in any consecutive  twelve (12) month period).  All  compensation and
benefits shall cease on and as of the date of any such termination for cause and
Carr shall only receive his Accrued but Unpaid Compensation. The Corporation and
Carr hereby stipulate that the payments and benefits provided under this Section
8 are reasonable under the circumstances for all purposes.

                9.  Termination  Without Cause. If Board of Directors shall have
terminated  the  employment  of Carr  at any  time,  in its  sole  and  absolute
discretion,  without all  compensation and benefits shall cease on and as of the
date of any such  termination.  In such event Carr shall receive his Accrued but
Unpaid Compensation as provided for in paragraph 7 and, in addition, Carr shall





<PAGE>



be paid a severance  payment  equal to six month of his base salary in effect on
the date prior to his termination without cause. The Corporation and Carr hereby
stipulate  that the  payments  and  benefits  provided  under this Section 9 are
reasonable under the circumstances for all purposes.  However, if control of the
Corporation  is  changed  during the period  commencing  on the date  hereof and
ending on the third anniversary of this agreement, the Corporation hereby agrees
to retain the services of Carr for a minimum of three (3) years from the date of
such control change  without any reduction in  compensation  (Base  Salary/Bonus
Plan/Automobile  Allowance) or in the alternative , the Corporation shall make a
one-time  payment to Carr  equivalent to the aggregate of the  following:  three
years of the then  Base  Salary  (as of the date of such  change in  control  or
acquisition  date) plus three (3) times the highest  bonus  earned in one of the
previous  five (5) years  plus  three (3) years of  automobile  allowance.  Such
payment, if elected, shall be made within ten (10) days of termination.

                10. Non-Competitive Restrictions.

                         (a) During the Term of this Agreement, Carr shall not
directly or  indirectly  in any  capacity  engage in any business nor render any
services to or for any person,  firm or corporation engaged in the Corporation's
business other than the Corporation,  except as and to the extent  authorized by
the Board of Directors of the Corporation or its successor in interest;

                         (b) During the Term of this Agreement and for a period
of six (6) months  immediately  following the  termination of this Agreement for
any  reason  whatsoever  (including  expiration),  Carr shall not for any reason
whatsoever,  directly  or  indirectly,  for  himself  or  on  behalf  of,  or in
conjunction with, any other person, persons, company,  partnership,  corporation
or business entity, whether profit or not-for-profit:

                                  (i) Call upon, contact,  divert,  influence or
                         solicit  or  attempt  to call  upon,  contact,  divert,
                         influence  or solicit any  customer or customers of the
                         Corporation,  any subsidiary of the Corporation  and/or
                         its  successor  in  interest   (together,   hereinafter
                         sometimes referred to as the Covenant Entities);

                                  (ii)  divulge the names and  addresses  or any
                         information  concerning  any customer of or supplier of
                         goods and/or services to the Covenant Entities; and/or





<PAGE>




                                  (iii)  own,  manage,   operate,   control,  be
                         employed  by,  participate  in or be  connected  in any
                         manner with the  ownership,  management,  operation  or
                         control  of the  same,  similar,  or  related  line  of
                         business  as that now or at any time during the term of
                         this  Agreement  carried  on by  any  of  the  Covenant
                         Entities.


                         (c) Carr represents and warrants to each of the
Covenant  Entities that he has  substantial  experience and abilities in various
other fields of endeavor and that any such restrictions will not have a material
adverse impact on his ability to obtain and maintain gainful  employment  should
his employment with any Covenant Entity be terminated or otherwise end.

                         (d) In the event it is determined by a court of
competent  jurisdiction  that any provision of this Section 10 exceeds the time,
geographic or other limitations permitted by the governing law of this Agreement
or any other  applicable law in any  jurisdiction,  then such provision shall be
deemed limited to the maximum time, geographic or other limitations permitted by
applicable  law and the  remainder  of this  Section 9 shall remain valid and in
effect.

                         (e) This Section shall in no way limit the other
remedies  available to the  Corporation  in  accordance  with any other  Section
hereof or any applicable laws.

                11. Confidentiality and Non-Disclosure.

                         (a) As the result of his duties Carr will have access
to  some  or all of the  confidential  information  pertaining  to the  Covenant
Entities businesses.  It is agreed that Confidential Information of the Covenant
Entities includes, but is not limited to:

                                  (i) The ideas, methods,  techniques,  formats,
                         formulae,    specifications,    procedures,    designs,
                         processes,  systems,  control, data and software and/or
                         hardware  products which are unique or proprietary  to,
                         or a trade secret of any of the Covenant Entities;

                                  (ii)  all  customer,  pricing,  financial  and
                         marketing  information  pertaining to the businesses of
                         any of the Covenant Entities;





<PAGE>



                                  (iii)  all  operations,  sales,  training  and
                         other knowledge or materials utilized in the businesses
                         of any of the Covenant Entities;

                                  (iv) all other information now in existence or
                         developed  in the future  which is similar in nature to
                         any of the foregoing; and

                                  (v)  all   information   which  is  marked  as
                         confidential  or explained to be confidential or which,
                         by its nature, is confidential.

                         (b) Carr understands that he will necessarily have
access  to some or all of the  Confidential  Information.  Carr  recognizes  the
importance of protecting  the  Confidentiality  and secrecy of the  Confidential
Information  and,  therefore,  agrees to use his best  efforts  to  protect  the
Confidential  Information from  unauthorized  disclosure to other persons.  Carr
understands  that  protecting the  Confidential  Information  from  unauthorized
disclosure is critically  important to the success and competitive  advantage of
each of the  Covenant  Entities  and that  the  unauthorized  disclosure  of the
Confidential Disclosure would greatly damage the Covenant Entities.

                         (c) Carr agrees not to disclose any Confidential
Information to others or use any  Confidential  Information  for his own benefit
without the express written consent of the Board of Directors of the Corporation
or governing body of the Covenant Entity to which such Confidential  Information
belongs.  Carr  agrees  to  immediately  return  all  Confidential  Information,
including  any  copies  in his  possession  upon  the  request  of the  Board of
Directors of the  Corporation  or the governing  body of the Covenant  Entity to
which such Confidential Information belongs.

                12. Enforcement of Covenants.

                         (a) The covenants set forth herein on the part of Carr
shall be construed as an agreement  independent  of any other  provision in this
Agreement  and the existence of any claim or cause of action of Carr against the
Corporation,  whether  predicated  on this  Agreement  or  otherwise,  shall not
constitute a defense to the  enforcement by any of the Covenant  Entities of the
Covenants contained herein.






<PAGE>


                         (b) Employee acknowledges that irreparable damage will
result  to the  Covenant  Entities  in the event of the  breach of any  covenant
contained  herein and Carr agrees that in the event of such  breach,  any one or
more of the Covenant  Entities  affected by such breach  shall be  entitled,  in
addition to any and all other legal or  equitable  remedies  and  damages,  to a
temporary and/or permanent  injunction to restrain the violation thereof by Carr
and all of the persons acting for or with Carr.

                         (c) It is specifically understood and agreed by Carr
that  each of the  Covenant  Entities  shall  have  the  right  to  enforce  the
provisions  of this  Section 12 as  against  Carr as it relates to such any such
entity

                13. Representations and Warranties; Investigation.

                         (a) Carr represents and warrants that he is not now
and will not be on the date of  commencement  of this  Agreement  a party to any
agreement,  contract  or  understanding,   whether  of  employment,  agency,  or
otherwise,  which would in any way conflict with, restrict or prohibit Carr from
undertaking  and  performing  his  duties  in  accordance  with  the  terms  and
provisions  of this  Agreement,  and that  Carr has the full  right and power to
enter  into and to  perform  this  Agreement  in  accordance  with its terms and
provisions.

                         (b) Carr agrees that before and at any time during his
employment  that the  Corporation,  in its discretion,  may  investigate  Carr's
background  to confirm that Carr has not filed for  bankruptcy  (or similar debt
relief  status)  and has no  prior  criminal  record.  For  this  purpose,  Carr
specifically  hereby authorizes the Corporation to obtain such background checks
and other information as may be useful.

                14.  Successors  and Assigns.  This  Agreement will inure to the
benefit  of and be  binding  upon  Carr,  his legal  representatives,  heirs and
successors,  and the  Corporation,  its  successors  and assigns,  including any
successor by a merger or consolidation or statutory receiver or any other person
or firm or  corporation  to which all or  substantially  all of the  assets  and
business of the Corporation may be sold or otherwise transferred.

                15. Notices.  Any communication to a party required or permitted
under this  Agreement  including any notice,  direction,  designation,  consent,
instruction,  objection  or waiver shall be in writing and shall be deemed to be
given at such time as it is  delivered  personally,  or the  earlier of (i) five
days  after  sending  or (ii) one day after the first  attempted  delivery  on a
non-holiday  weekday in the  locality of the noticed  party (as  indicated  on a
return receipt or records of the carrier), if sent, all fees and charges





<PAGE>



prepaid,  by US Postal Service Express Mail, return receipt  requested,  or by a
recognized international Package expedited delivery service (e.g. FedEx, DHL and
companies of similar stature) requiring a receipt against delivery, in each case
addressed to such party at the address  listed below or at such other address as
one such party may by written notice specify to the other:


                If to Carr:               Joe Carr
                                          659 Western Ave, Albany N.Y 12203

                                  -With a copy by like notice to-

                                          Daniel A. Enring, Esq.
                                          274 Delaware Avenue
                                          Albany, NY 12201-1457


                If to the Corporation:    Knightsbridge Fine Wines, Inc.
                                          c/o Joel A. Shapiro, Chairman
                                          65 Shrewsbury Road
                                          Livingston, New Jersey 07039

                                  -With a copy by like notice to-

                                          Richard H.  Rosenblum, Esq.
                                          Kaufmann, Feiner, Yamin,
                                           Gildin & Robbins, LLP
                                          777 Third Avenue - 24th Floor
                                          New York, New York 10017


Additionally, notice may be given by facsimile transmission, but any such notice
shall not be deemed given or effective  unless such  facsimile  transmission  is
acknowledged  as to  receipt in a return  facsimile  or other  writing  from the
noticed party and, if so acknowledged,  shall be deemed effective as of the date
of such acknowledgment.

                16. Limited Recourse. Carr agrees that he shall look only to the
Corporation for performance of any obligations  hereunder and that he shall have
and seek no recourse  against any officer,  director  and/or  shareholder of the
Corporation.

                17. Severability. A determination that any provision of this





<PAGE>




Agreement  is  invalid  or  unenforceable  shall  not  affect  the  validity  or
enforceability of any other provision hereof.

                18. Waiver. Failure to insist upon strict compliance with any of
the terms,  covenants or conditions  hereof shall not be deemed a waiver of such
term, covenant or condition. A waiver of any provision of this Agreement must be
made in writing,  designated  as a waiver,  and signed by the party against whom
its enforcement is sought.  Any waiver or  relinquishment  of any right or power
hereunder   at  any  one  or  more  times  shall  not  be  deemed  a  waiver  or
relinquishment of such right or power at any other time or times.

                19.  Survival.  Any  provisions in this  Agreement that by their
nature encompass  obligations extending beyond the termination of this Agreement
shall survive the termination of this Agreement.

                20.  Governing  Law.  This  Agreement  shall be  governed by and
construed  and  enforced in  accordance  with the laws of the State of New York,
without reference to conflicts of law principles.






<PAGE>



                21. Headings. The headings of Sections in this Agreement are for
convenience of reference only and are not intended to qualify the meaning of any
Section.  Any  reference  to a Section  number  shall refer to a Section of this
Agreement, unless otherwise stated.

                22. Entire Agreement;  Modifications.  This instrument  contains
the entire Agreement of the parties  relating to the subject matter hereof,  and
supersedes  in its  entirety  any and all prior  Agreements,  understandings  or
representations  relating to the subject matter hereof. No modifications of this
Agreement  shall be valid  unless  made in  writing  and  signed by the  parties
hereto.

                IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be executed by its an officer thereof,  thereunto duly authorized,  and Carr has
hereunto set his hand, both as of the date and year first written above.

                                               KNIGHTSBRIDGE FINE WINES, INC., a
                                               Nevada corporation


                                        By: /s/ Joel A. Shapiro
                                                -------------------------
                                                Joel A. Shapiro, Chairman


                                            /s/ Joe Carr
                                                -------------------------
                                                Joe Carr, Individually



<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.

                                        1

<PAGE>




        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.

                  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  standards  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.



                                        2



<PAGE>



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



                                        3



<PAGE>



        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:


                                        4

<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



                                        5
<PAGE>



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. Joel Shapiro
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    jshapiro@knightsbridge
(212) 704-6157                finewines.us              finewines.us
mweisberg@jenkens.com











                                        6

<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: ______________________________



<PAGE>



KNIGHTSBRIDGE FINE WINES, INC.                                      EXHIBIT 21.1
SCHEDULE OF SUBSIDIARIES
12-31-03

Name of Subsidiary                                   Percent Owned
------------------                                   -------------
Knightsbridge Fine Wines, Inc                        100%
Dominion Wines, Ltd.                                  56%
KFWBA Acquisition Corporation                        100%
Bodegas y Venedos Anguinan S.A.                      100%
Kirkland Knightsbridge, LLC                           50%
Knightsbridge Torrique                               100%




<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  Knightsbridge  Fine
     Wines, 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







<PAGE>






     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:  November 2, 2004                             By: /s/ Joel Shapiro
                                                         -----------------------
                                                           Joel Shapiro
                                                         Chief Executive Officer




<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  Knightsbridge  Fine
     Wines, 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



<PAGE>



     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:  November 2, 2004        By: /s/  Joel Shapiro
                                                  ----------------------------
                                                       Joel Shapiro
                                                       Principal Financial and
                                                       Accounting Officer





<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, 2003 (the  "Report") by  Knightsbridge  Fine Wines,  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: November 2, 2004



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