UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington D. C. 20549

                                  FORM 10-QSB/A

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2004

                        Commission file number 333-63432

                           ATLANTIC WINE AGENCIES INC.

        (Exact name of small business issuer as specified in its charter)

     Florida                                          65-110237
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

                                64 Knightsbridge
                                   London, UK
                                      SW1X
                    (Address of principal executive offices)

                               011-44-797-905-7708
                           (Issuer's telephone number)

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

                                 Yes |X| No |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

The number of shares of the issuer's outstanding common stock, which is the only
class of its common equity, on November 18, 2004 was 104,063,027.

                                       1
<PAGE>

ITEM 1 FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Description                                                                                           Page No.
FINANCIAL INFORMATION:

Financial Statements

<S>                                                                                                    <C>
Consolidated Balance Sheets at September 30, 2004 (Unaudited)...........................................F-1

Consolidated Statement of Operations for the Three Months Ended September 30, 2004
  and for the Period from December 16, 2003 to September 30, 2004 Unaudited)............................F-2

Consolidated Statements of Cash Flows for the Three Months Ended
   September 30, 2004 and for the Period from December 16, 2003 to September 30, 2004 (Unaudited) ......F-3

Notes to Consolidated Financial Statements (Unaudited)..................................................F-4
</TABLE>

                                       2
<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                  ATLANTIC WINE AGENCIES, INC. and SUBSIDIARIES
                    (Formerly New England Acquisitions, Inc.)
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004

CURRENT ASSETS
   Cash                                                             $   156,109
   Accounts receivable                                                   30,000
   Inventory                                                          1,145,949
                                                                    -----------
         Total Current Assets                                         1,332,058

OTHER ASSETS
   Property, plant and equipment, net                                 2,547,076
   Trademarks                                                            47,521
                                                                    -----------

                                                                    $ 3,926,655

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                 $   659,423
   Accrued expenses                                                      32,197
                                                                    -----------
         Total Current Liabilities                                      691,620

LONG-TERM DEBT
   Due to principal stockholders                                        895,152

STOCKHOLDERS' EQUITY
   Common stock authorized 150,000,000
     shares; $0.00001 par value; issued
     and outstanding 104,063,027 shares                                   1,041
   Additional contributed capital                                     2,862,839
   Deficit accumulated during Development Stage                        (523,997)
                                                                    -----------

         Total Stockholders' Equity                                   2,339,883
                                                                    -----------

                                                                    $ 3,926,665

                 See accompanying notes to financial statements.


                                       F-1
<PAGE>

                  ATLANTIC WINE AGENCIES, INC. and SUBSIDIARIES
                    (Formerly New England Acquisitions, Inc.)
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                   Period
                                           For the Three       For the Six    December 16, 2003
                                           Months Ended        Months Ended     (Inception) to
                                           September 30,       September 30,    September 30,
                                                2004               2004            2004
                                           --------------------------------------------------

<S>                                        <C>                <C>               <C>
NET SALES                                  $     63,893       $    120,036      $    120,036

COSTS AND EXPENSES
   Cost of goods sold                           (27,659)           100,448           100,448
   Selling, general and administrative          231,786            380,635           410,635
   Stock based compensation                     140,000
   Depreciation and amortization                  2,335              7,878             7,878
                                           ------------       ------------      ------------

            Total Costs and Expenses            206,462            488,961           658,961
                                           ------------       ------------      ------------

NET OPERATING LOSS                             (142,569)          (368,925)         (538,925)

OTHER EXPENSE
   Currency exchange gain                        14,937             14,937            14,937
   Interest expense                                  (9)                (9)
                                           ------------       ------------      ------------
                                                 14,937             14,928            14,928
                                           ------------       ------------      ------------

NET LOSS                                   $   (127,632)      $   (353,997)     $   (523,997)
                                           ============       ============      ============

NET LOSS PER SHARE, basic and diluted                         $     (0.004)     $     (0.006)
                                                              ============      ============

Weighted average number of common shares
   outstanding                                                  85,830,887         85,830,557
                                                              ============      ============

</TABLE>

Note: The Company had no operating abilities for the comparable period ending
September 30, 2003.

                 See accompanying notes to financial statements.


                                       F-2
<PAGE>

                  ATLANTIC WINE AGENCIES, INC. and SUBSIDIARIES
                    (Formerly New England Acquisitions, Inc.)
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                               Period
                                                           For the Six    December 16, 2003
                                                           Months Ended     (Inception) to
                                                           September 30,     September 30,
CASH FLOWS FROM OPERATING ACTIVITIES                          2004               2004
                                                          ---------------------------------
<S>                                                       <C>               <C>
   Net loss for period                                    $  (353,997)      $  (523,997)
   Non-cash items included in net loss:
      Stock based compensation                                140,000
      Depreciation and amortization                             7,878             7,878
  Changes in operating assets and liabilities:
      Accounts receivable                                     (30,000)          (30,000)
      Inventory                                            (1,145,949)       (1,145,949)
      Accounts payable                                        659,423           659,423
      Accrued expenses                                          2,197            32,197
      Increase in due to principal stockholders               895,152           895,152
-------------------------------------------------------   -----------       -----------
            Net Cash  Provided by Operating
                 Activities                                    34,704            34,704

CASH FLOWS FROM INVESTING ACTIVITIES                       (2,602,475)       (2,602,475)
                                                          -----------       -----------
            Net Cash Used in Investing Activities          (2,602,475)       (2,602,475)
                                                          -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Capital contribution                                     2,723,880         2,723,880
                                                          -----------       -----------

            Net Cash Provided by  Financing  Activities     2,723,880         2,723,880
                                                          -----------       -----------

NET  INCREASE IN CASH                                         156,109           156,109
CASH AND CASH EQUIVALENTS AT
    BEGINNING OF PERIOD
                                                          -----------       -----------
CASH AT END OF PERIOD                                     $   156,109       $   156,109
                                                          ===========       ===========
</TABLE>

                 See accompanying notes to financial statements.


                                       F-3
<PAGE>

                  ATLANTIC WINE AGENCIES, INC. and SUBSIDIARIES
                    (Formerly New England Acquisitions, Inc.)
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004

NOTE A - BASIS OF PRESENTATION

      The accompanying condensed consolidated financial statements have been
      prepared in accordance with generally accepted accounting principles for
      interim financial information. Accordingly, they do not include all of the
      information and footnotes required by generally accepted accounting
      principles for complete financial statements. In the opinion of
      management, all adjustments (consisting of normal recurring accruals)
      considered necessary in order to make the financial statements not
      misleading have been included. Results for the six months ended September
      30, 2004 are not necessarily indicative of the results that may be
      expected for the year ending March 31, 2005. For further information,
      refer to the financial statements and footnotes thereto included in the
      Atlantic Wine Agencies, Inc., formerly New England Acquisitions, Inc.,
      annual report on Form 10-KSB for the year ended March 31, 2004 and the
      Form 8-K filed in September 2004.

NOTE B - REVERSE MERGER

      On May 4, 2004, the stockholders of New Heights 560 Holdings, LLC a Cayman
      Island Limited Liability Company, acquired 100,000,000 shares of Atlantic
      Wine Agencies, Inc. common stock in an exchange of shares, thereby
      obtaining control of the company. Subsequent to the acquisition, New
      Heights 560 Holdings, LLC controlled 99% of the outstanding common stock
      of the company. In this connection, New Heights 560 Holdings, LLC became a
      wholly owned subsidiary of Atlantic Wine Agencies, Inc. and its officers
      and directors replaced New Heights 560 Holdings', LLC officers and
      directors. Prior to the acquisition, Atlantic Wine Agencies, Inc. was a
      non-operating public shell corporation. Pursuant to Securities and
      Exchange Commission rules, the merger or acquisition of a private
      operating company into a non-operating public shell corporation with
      nominal net assets is considered a capital transaction. Accordingly, for
      accounting purposes, the acquisition has been treated as an acquisition of
      New Heights 560 Holdings, LLC by Atlantic Wine Agencies, Inc. and a
      recapitalization of such. Since the merger is a recapitalization of
      Atlantic Wine Agencies, Inc. and not a business combination, pro-forma
      information is not presented.

NOTE C - DUE TO PRINCIPAL STOCKHOLDERS

      At September 30, 2004, principal stockholders have advanced the Company
      $895,152 for working capital. Such loans are non-interest bearing and have
      no specific maturity date for repayment.

NOTE D - ACQUISITION OF AUSTRALIAN WINERY AND VINEYARD

      On September 13, 2004, Atlantic Wine Agencies, Inc. ("Company") entered
      into an agreement to issue 20,000,000 shares of its common stock to the
      stockholders of Dominion Wines, Ltd. and Dominion Estates Pty., Ltd. in
      exchange for all of the issued and outstanding shares of each of those
      entities. Additionally, the Company made payments of $3,136,202.87
      Australian dollars to National Australian Bank to settle a loan facility
      held by Dominion Wines, Ltd., advance Dominion wines $223,797.13
      Australian dollars for working capital and assume a $4,081,387.11
      Australian dollar loan held by the commonwealth Bank of Australia. The
      Company also canceled 20,000,000 shares of its common stock which were
      held by certain stockholders.


                                      F-4
<PAGE>

NOTE D - ACQUISITION OF AUSTRALIAN WINERY AND VINEYARD (CONTINUED)

      Since the Company is currently in the process of completing its
      acquisition audit and obtaining asset valuations, the effect of this
      transaction has not been included in the Company's balance sheet as at
      September 30, 2004 nor has it been included in the statement of operations
      for the three and six months ended September 30, 2004. Preliminary and
      unaudited financial data is presented below:

      Balance Sheet:
          Current assets              $ 4,714,506
          Fixed assets, net            14,528,830
          Trademarks                       46,958
                                      -----------
               Total Assets            19,290,294

          Less: current liabilities
            Bank debt                   7,441,387
            Other liabilities           2,380,307
                                      -----------

               Net Assets             $ 9,468,600
                                      ===========

      Preliminary and unaudited operating data for the twelve months ended June
30, 2004 is as follows:

      Total revenue                            $4,660,705
      Cash and expenses:
          Cost of goods sold                    3,024,348
          General and administrative expense    1,600,599
                                               ----------
               Total Expense                    4,624,947

      Net Income                               $   35,758
                                               ==========


                                      F-5
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

The following should be read in conjunction with our financial statements and
the related notes that appear elsewhere in this Annual Report. The discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to these
differences include, but are not limited to, those discussed below.

On December 16, 2003, the Company had a change in control of its issued and
outstanding common stock. On this date, Rosehill Investments Limited acquired
11,937,200 shares of the Company's common stock pursuant to a Stock Purchase
Agreement among Rosehill Investments Limited and the Company, Mr. Jonathan
Reisman and Mr. Gary Cella. The agreement provided for the shares to be sold as
follows: 9,234,520 shares from the Company; 1,379,600 shares from Mr. Reisman
and 1,323,100 shares from Mr. Cella ("Stock Sale").

As a result of the Stock Sale: (i) the directors of the Company resigned and new
directors were appointed; (ii) obligations to the Company's auditors, lawyers
and service providers were satisfied; and (iii) the Company spun off its two
subsidiaries to its shareholders of record immediately prior to the Stock Sale.

On May 4, 2004, the stockholders of New Heights 560 Holdings, LLC a Cayman
Island Limited Liability Company, acquired 100,000,000 shares of Atlantic Wine
Agencies, Inc. common stock in an exchange of shares, thereby obtaining control
of the company. Subsequent to the acquisition, New Heights 560 Holdings, LLC
controlled 99% of the outstanding common stock of the company. In this
connection, New Heights 560 Holdings, LLC became a wholly owned subsidiary of
Atlantic Wine Agencies, Inc. and its officers and directors replaced New Heights
560 Holdings', LLC officers and directors. Prior to the acquisition, Atlantic
Wine Agencies, Inc. was a non-operating public shell corporation. Pursuant to
Securities and Exchange Commission rules, the merger or acquisition of a private
operating company into a non-operating public shell corporation with nominal net
assets is considered a capital transaction. Accordingly, for accounting
purposes, the acquisition has been treated as an acquisition of New Heights 560
Holdings, LLC by Atlantic Wine Agencies, Inc. and a recapitalization of such.

On September 13, 2004, Atlantic Wine Agencies, Inc. ("Company") entered into an
agreement to issue 20,000,000 shares of its common stock to the stockholders of
Dominion Wines, Ltd. and Dominion Estates Pty., Ltd. in exchange for all of the
issued and outstanding shares of each of those entities. Additionally, the
Company agreed to make payments of $3,136,202.87 Australian dollars to National
Australian Bank to settle a loan facility held by Dominion Wines, Ltd., advance
Dominion wines $223,797.13 Australian dollars for working capital and assume a
$4,081,387.11 Australian dollar loan held by the commonwealth Bank of Australia.
The Company also proposed canceling 20,000,000 shares of its common stock held
by certain stockholders. The Company anticipates closing that transaction in the
near future.

RESULTS OF OPERATIONS

We are currently in the development stage and have generated $120,036 from sales
of our wines for the six months ending September 30, 2004. We have financed our
operations to date through the sale of our securities.


<PAGE>

Operating costs for the period from inception to September 30, 2004 aggregated
$658,691. The majority of these costs were maintenance and marketing expenses
related to our South African vineyard operation. As a result of the above we
realized a cumulative loss of $523,997 or .006 per share.

Operating costs for the six-month period ended September 30, 2004 aggregated
$488,691. Again, the majority of these costs were due to maintaining the South
African winery operation. As a result of the above we realized a loss of
$368,925 for the six-month period ended September 30, 2004 or $.004 per share.

Atlantic's Board of Directors added Messrs. Andrew Bayley and Carl Voss both of
whom are expected to enhance Atlantic's position in the wine industry. In
addition to the aforementioned individuals, Messrs. Harry Chauhan and Adam
Mauerberger complete the membership of the Board.

LIQUIDITY AND CAPITAL RESOURCES

From inception through September 30, 2004, net cash used to fund operating
activities totaled $2,723,880, net cash utilized by investing activities totaled
$(2,602,475). For the six-month period ended September 30, 2004, net cash used
to fund operating activities totaled $2,723,880.

The Company has generated minimal revenues and has financed its operations to
date primarily through the capital contributions of certain stockholders and the
assumption of debt from certain stockholders. To date the company owes $895,152
to stockholders in the form of a demand promissory note, the specific terms of
which remain open. As a result, cash on hand was $156,109 as of September 30,
2004.


<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's discussion and analysis of its financial condition and results of
operations are based upon the its financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires the Company to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, the Company evaluates its estimates,
including those related to bad debts, income taxes and contingencies and
litigation. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

DEVELOPMENT AND INTEGRATION OF BUSINESS MODEL

It is the Company's current intention to continue developing its South African
wine-growing and wine distribution business as well as its newly acquired
Australian wine-growing and wine distribution business. Presently, the Company
is investigating potential acquisitions of assets and is in discussions with
possible joint venture candidates in South Africa, Australia and elsewhere.

ITEM 3. CONTROLS AND PROCEDURES.

            (a) Our principal executive officer and principal financial officer
      has evaluated the effectiveness of our disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-14 and 15d-14) as of a date within
      90 days prior to the filing date of this quarterly report and has
      concluded that our disclosure controls and procedures are adequate.

            (b) There were no significant changes in our internal controls or in
      other factors that could significantly affect these controls subsequent to
      the date of their evaluation, including any corrective actions with regard
      to significant deficiencies and material weaknesses.

            (c) Not applicable

<PAGE>

                                     PART II

ITEM 1. LEGAL PROCEEDINGS
None.

ITEM 2. CHANGES IN SECURITIES
None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None

ITEM 5. OTHER INFORMATION
None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibit Index

Exhibit 31.1 Certification of President and Principal Financial Officer

Exhibit 32.1 Certification of President and Principal Financial Officer

<PAGE>

b. Reports on Form 8-K

On September 16, 2004, the Company filed an 8-K with the Securities and Exchange
Commission with respect to the entry into a material definitive agreement which
occurred on September 13, 2004. On such date, the Company agreed to issue
20,000,000 shares of its common stock to the shareholders of Dominion Wines Ltd
and Dominion Estates Pty Ltd in exchange for all of the issued and outstanding
ordinary shares of each of those entities. Dominion Wines and Dominion Estates
are Australian based winery operations with potential leisure development. As a
result of the Exchange Transaction, the Company anticipates acquiring all of the
assets and liabilities of both Dominion Wines and Dominion Estates in the near
future.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

ATLANTIC WINE AGENCIES INC.

/s/ Harry Chauhan
------------------------------------------
Name: Harry Chauhan
Title: President, Chief Financial Officer and Chairman of the Board
Date:  November 23, 2004