UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549
                                   FORM 10-QSB
                   QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended December 31, 2005
                        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.)

                               Golden Cross House
               8 Duncannon Street, London, United Kingdom WC2N 4JF
               (Address of principal executive offices) (Zip Code)

                 Issuer's telephone number: 011-44-207-484-5005
                           (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 February 14, 2006 was 84,838,077.


<PAGE>

<TABLE>
<CAPTION>

ITEM 1 FINANCIAL STATEMENTS

<S>                                                                                                       <C>
Description                                                                                               Page
                                                                                                           No.
FINANCIAL INFORMATION:

Financial Statements

Consolidated Balance Sheets at December 31, 2005
   (Unaudited)                                                                                             3

Consolidated Statement of Operations for the Nine Months Ended December 31, 2005 and 2004,
   respectively (Unaudited)                                                                                4

Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2005 and 2004,
   respectively (Unaudited)                                                                                5

Notes to Consolidated Financial Statements (Unaudited)                                                     6
</TABLE>


                                       2
<PAGE>

ITEM 1. FINANCIAL STATEMENTS


                  ATLANTIC WINE AGENCIES, INC. and SUBSIDIARIES

                      UNAUDITED CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005

CURRENT ASSETS
   Cash                                                               $   25,822
   Accounts receivable                                                   607,678
   Inventory                                                             400,657
                                                                      ----------
         Total Current Assets                                          1,034,157

OTHER ASSETS
   Property, plant and equipment, net                                  2,576,201
   Trademarks, net                                                        40,012
                                                                    ===========

                                                                      $3,650,370

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                 $   211,452
   Due to factoring agent                                               267,221
                                                                    -----------
         Total Current Liabilities                                      478,673

LONG-TERM DEBT
   Due to principal stockholders                                        940,000

STOCKHOLDERS' EQUITY
   Common stock authorized 150,000,000
     shares; $0.00001 par value; issued
     and outstanding  84,838,077 shares                                     849
   Additional contributed capital                                     6,536,028
   Accumulated other comprehensive income                               109,168
   Accumulated deficit                                               (4,414,348)
                                                                    -----------

         Total Stockholders' Equity                                   2,231,697
                                                                    ===========
                                                                    $ 3,650,370

                 See accompanying notes to financial statements.


                                       3
<PAGE>

                  ATLANTIC WINE AGENCIES, INC. and SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                        Three Months      Three Months   Nine Months     Nine  Months
                                           Ended           Ended            Ended            Ended
                                         December 31,     December 31,    December 31,    December 31,
                                            2005             2004            2005             2004
                                         ------------    ------------    ------------    ------------
                                                          (Restated)                       (Restated)
<S>                                      <C>             <C>             <C>             <C>
NET SALES                                $    739,792    $     (6,980)   $  1,071,152    $    127,893
COSTS AND EXPENSES-
   Cost of goods sold                         781,866          18,571        1060,006         119,019
   Selling, general and administrative        603,924         404,561       1,513,569         785,196
   Stock based compensation                                                                   536,500
   Depreciation and amortization               58,581          22,312          93,969          30,191
   Other expenses                                 256           2,404           5,391           2,404
                                         ------------    ------------    ------------    ------------
          Total Costs and Expenses          1,444,627         447,848       2,672,935       1,473,310
                                         ------------    ------------    ------------    ------------

NET LOSS                                 $   (704,835)   $   (454,828)   $ (1,601,783)   $ (1,345,417)
                                         ============    ============    ============    ============

NET (LOSS) PER COMMON SHARE -
   (Basic and diluted)                   $      (0.01)   $      (0.01)   $      (0.02)   $      (0.02)
                                         ============    ============    ============    ============

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING                             84,838,077      85,830,887      84,838,077      85,830,887
                                         ============    ============    ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>


                  ATLANTIC WINE AGENCIES, INC. and SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                For the Nine Months Ended
                                                                        December 31,
CASH FLOWS FROM OPERATING ACTIVITIES                               2005          2004
                                                               -----------    -----------
                                                                               (Restated)

<S>                                                            <C>            <C>
   Net loss for period                                         $(1,601,783)   $(1,345,417)
   Non-cash items included in net loss:
     Stock based compensation                                                     536,500
     Depreciation and amortization                                  93,969         30,191
  Changes in operating assets and liabilities:
     Accounts receivable                                          (570,623)    (2,213,439)
     Inventory                                                   1,142,800     (1,522,230)
     Receivable from officer                                        48,761
     Prepaid and other                                              43,960
     Accounts payable                                              110,071      1,608,689
     Factoring account                                             267,221
     Accrued expenses                                             (113,752)     1,799,082
     Accrued payroll taxes                                         (65,181)     1,469,899
                                                               -----------    -----------

           Net Cash Provided by (Used in) Operating
                 Activities                                       (644,557)       363,275

CASH FLOWS FROM INVESTING ACTIVITIES
         Net Disposals (Purchase) of Property, Plant and
           Equipment                                                87,831     (2,899,645)
                                                               -----------    -----------
         Net Cash Provided by (Used in) Investing Activities        87,831     (2,899,645)
                                                               -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Net capital contribution                                        505,228      2,723,880
   Due to Dominion                                                (344,381)            --
                                                               -----------    -----------

         Net Cash Provided by Financing Activities                 160,847      2,723,880
                                                               -----------    -----------

EFFECT OF RATE CHANGE ON CASH                                      324,214
NET INCREASE (DECREASE) IN CASH                                    (71,665)       187,510
CASH AND CASH EQUIVALENTS AT
    BEGINNING OF PERIOD                                             97,487
                                                               -----------    -----------
CASH AT END OF PERIOD                                          $    25,822    $   187,510
                                                               ===========    ===========
</TABLE>


                                       5
<PAGE>


                 See accompanying notes to financial statements.
                  ATLANTIC WINE AGENCIES, INC. and SUBSIDIARIES

              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005

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 nine months ended December
      31,  2005  are not  necessarily  indicative  of the  results  that  may be
      expected  for the year ending  March 31,  2006.  For further  information,
      refer to the financial  statements and footnotes  thereto  included in the
      Atlantic  Wine  Agencies'  Inc.  annual report on Form 10-KSB for the year
      ended March 31, 2005.

NOTE B -  GOING CONCERN

      As indicated in the  accompanying  financial  statements,  the Company has
      incurred cumulative net operating losses of $4,414,348 since inception and
      is  considered  a company in the  development  stage.  Management's  plans
      include the raising of capital  through the equity  markets to fund future
      operations and the generating of revenue through its business.  Failure to
      raise adequate  capital and generate  adequate sales revenues could result
      in the Company having to curtail or cease operations.  Additionally,  even
      if the Company  does raise  sufficient  capital to support  its  operating
      expenses and generate adequate  revenues,  there can be no assurances that
      the revenue will be sufficient to enable it to develop business to a level
      where it will  generate  profits  and cash  flows from  operations.  These
      matters raise substantial doubt about the Company's ability to continue as
      a going concern.  However, the accompanying financial statements have been
      prepared on a going concern basis,  which  contemplates the realization of
      assets and  satisfaction  of liabilities in the normal course of business.
      These financial  statements do not include any adjustments relating to the
      recovery of the recorded assets or the  classification  of the liabilities
      that might be  necessary  should the  Company be unable to  continue  as a
      going concern.

NOTE C - DUE TO PRINCIPAL STOCKHOLDERS

      At December 31, 2005,  principal  stockholders  have  advanced the Company
      $940,000 for working capital. Such loans are non-interest bearing and have
      no specific maturity date for repayment.  The principal  stockholders have
      additionally contributed to capital approximately $1,258,787 in previously
      advanced loans.

NOTE D - RECENT ACCOUNTING PRONOUNCEMENTS

      In November 2004, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standards No. 151 (SFAS 151), "Inventory
      Costs." SFAS 151 amends the guidance in APB No. 43, Chapter 4,  "Inventory
      Pricing," to clarify the accounting for abnormal  amounts of idle facility
      expense, freight, handling costs, and wasted material (spoilage). SFAS 151
      requires  that  those  items  be  recognized  as  current  period  charges
      regardless  of  whether  they  meet  the  criteria  of "so  abnormal."  In
      addition,  SFAS 151 requires that allocation of fixed production overheads
      to the  costs  of  conversion  be  based  on the  normal  capacity  of the
      production  facilities.  SFAS 151 is effective  for  financial  statements
      issued for fiscal years  beginning  after June 15,  2005.  The adoption of
      SFAS  151 is not  expected  to have a  material  effect  on the  Company's
      financial position or results of operations.


                                       6
<PAGE>

                  ATLANTIC WINE AGENCIES, INC. and SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE D - RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

      In  December  2004,  the FASB issued  Statement  of  Financial  Accounting
      Standards No. 153 (SFAS 153), "Exchanges of Non-monetary Assets." SFAS 153
      amends the guidance in APB No. 29,  "Accounting for Non-monetary  Assets."
      APB No.29 was based on the principle that exchanges of non-monetary assets
      should be  measured  on the fair value of the assets  exchanged.  SFAS 153
      amends APB No. 29 to eliminate the exception for non-monetary exchanges of
      similar  productive  assets and replaces it with a general  exception  for
      exchanges of non-monetary assets that do not have commercial  substance if
      the future cash flows of the entity are  expected to change  significantly
      as a  result  of  the  exchange.  SFAS  151  is  effective  for  financial
      statements  issued for fiscal years  beginning  after June 15,  2005.  The
      adoption  of SFAS 153 is not  expected  to have a  material  effect on the
      Company's financial position or results of operations.

      In December  2004,  the FASB revised  Statement  of  Financial  Accounting
      Standards   No.   123   (SFAS   123(R)),   "Accounting   for   Stock-Based
      Compensation."  The SFAS 123(R)  revision  established  standards  for the
      accounting for  transactions in which t 6 6 an entity exchanges its equity
      instruments for goods or services and focuses  primarily on accounting for
      transactions in which an entity obtains  employee  services in share-based
      payment  transactions.  It does not change  the  accounting  guidance  for
      share-based  payment  transactions with parties other than employees.  For
      public entities that do not file as small business issuers,  the revisions
      to SFAS 123 are  effective  as of the  beginning  of the first  interim or
      annual  reporting  period  that  begins  after June 15,  2005.  For public
      entities that file as small business issuers, the revisions to SFAS 123(R)
      are effective as of the beginning of the first interim or annual reporting
      period that begins after December 15, 2005. For non-public  entities,  the
      revisions  to SFAS 123 are  effective  as of the  beginning  of the  first
      annual  reporting  period that begins after December 15, 2005.  Management
      has not yet  determined  the effects of  adopting  this  statement  on the
      Company's financial position or results of operations.

      In May 2005, the FASB issued SFAS no. 154,  "Accounting  Changes and Error
      Corrections   ("SFAS  No.  154")  which   replaces  APB  Opinion  No.  20,
      "Accounting  Changes"  and SFAS No. 3,  "Reporting  Accounting  Changes in
      Interim Financial  Statements-An Amendment of ABP Opinion No. 28. SFAS No.
      154 provides  guidance on the  accounting  for and reporting of accounting
      changes  and  error  corrections.   Specially,   this  statement  requires
      "retrospective application" of the direct effect foe a voluntary change in
      accounting  principle to prior  periods'  financial  statements,  if it is
      practical  to  do  so.  SFAS  No.  154  also  strictly  defines  the  term
      "restatement"  to mean  the  correction  of an error  revising  previously
      issued  financial  statements.  SFAS No. 154 is effective  for  accounting
      changes and  corrections  of errors made in fiscal years  beginning  after
      December  15,  2005 and are  required  to be adopted by the Company in the
      first  quarter of fiscal year 2007.  Although we will continue to evaluate
      the  application of SFAS No. 154,  management  does not currently  believe
      adoption  will  have a  material  impact  on our  results  of  operations,
      financial position or cash flows.


                                       7
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

Atlantic  Wine Agencies  current  quarter  reflects  major growth in revenue and
increased trading both in South Africa and Europe this current year. However due
to aggressive global trading conditions,  oversupply of fruit from the New world
and tough  trading  conditions  within the South  African  sector AWA has had to
compromise  with  lower  margin  in  sales.  UK  trading  was  affected  by  the
administration  of UNWINS - the largest off trade retailer in the SE of England,
formally  382 stores.  Despite  administration  process  sales were  insured but
resulted in loss of margin to UK business.

UK strategy will now focus on  consolidating  an exclusive agency agreement with
Hayman  Barwell  Jones - an  independent  fine wine shipper based in Ipswich and
London.  HBJ will service  current  trade clients in the UK and will continue to
develop  new route to market  through  their  extensive  sales team  allowing UK
overheads to be reduced in the new financial year.

There  has  been  major  investment  in SA's  Mount  Rozier  estate.  This  will
demonstrate  positive  net asset value growth at year end.  Initial  indications
from Colliers international have already demonstrated this.

The 2006 vintage promises to be excellent in quality and has benefited  directly
from Jaco Mouton's  (viticulturist) long term fruit purchasing agreements.  This
will prove  beneficial to the business and should  produce  exceptional  Domaine
wines from the Estate.

RESULTS OF OPERATIONS

We are  currently  in the early  stages of our first sales  cycle and  generated
$1,071,152  for the nine months ended December 31, 2005 compared to $127,893 for
the nine months ended December 31, 2004, respectively.  Total costs and expenses
for the nine  months  ended  December  31, 2005 were  $2,672,935  as compared to
$1,473,310  for the nine months ended  December  31, 2004.  Our net loss for the
nine months  ended  December  31,  2005 as  compared  to the nine  months  ended
December 31, 2004,  was  $1,601,783 and  $1,345,417,  respectively.  The primary
reason for the increase in losses was a result of increased sales and marketing,
and other administrative costs in 2005.

We have financed our  operations to date  primarily  through loans made to us by
our shareholders and their affiliates.

Our wine  distribution  began in earnest  during  this  reporting  period and we
anticipate  significant  sales during the following  quarters as a result of our
increased presence in the marketplace.

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended  December 31,  2005,  net cash used to fund  operating
activities totaled $505,228 as compared to $2,723,880 for the corresponding nine
months ended  December 31, 2004.  Net cash utilized by investing  activities for
the nine month  period  ended  December  31, 2005  totaled  $87,831  compared to
$2,899,645 for the nine months ended December 31, 2004.

The cash  available at December 31, 2005 was $25,822 as compared to $187,510 for
the corresponding nine months ended December 31, 2004.


                                       8
<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the 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.

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

                                     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 99.1 Certification of President and Principal Financial Officer


                                       9
<PAGE>

Exhibit  99.2 Certification of President and Principal Financial Officer

b. Reports on Form 8-K None.

                                   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/ Adam Mauerberger
----------------------------------------
Name: Adam Mauerberger
Title: President, Chief Financial Officer and Chairman of the Board
Date:  February 15, 2006



                                       10